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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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SCHEDULE
13G
Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
Unusual Machines, Inc. |
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(Name
of Issuer)
Common Stock, par value $0.01 per
share |
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(Title
of Class of Securities)
U9154A 208 |
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(CUSIP Number)
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September
30, 2024 |
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(Date
of Event which Requires Filing of this Statement) |
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
| 1 |
NAME OF REPORTING PERSON
The Eleven Fund LLC
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
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(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF |
5 |
SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
49,479 (1) |
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EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
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WITH |
8 |
SHARED DISPOSITIVE POWER
49,479 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,479 (1) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%(2) |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
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| (1) | The Eleven Fund LLC (“Eleven Fund”) is the beneficial
owner of 49,479 shares of the Issuer’s Common Stock, par value $0.01 per share
(“Common Stock”). Eleven Managers LLC (“Eleven Managers”) is the Manager of Eleven Fund and may be deemed
to share beneficial ownership over the Common Stock directly owned by Eleven Fund. Hartley Wasko is the Managing Member of Eleven
Managers and may be deemed to share beneficial ownership over the Common Stock directly owned by Eleven Fund. |
| (2) | Based on 6,456,983, equal to 6,184,983 shares of Common Stock outstanding as of August 14, 2024
as reported in the Issuer’s 10-Q filed on August 14, 2024, plus the 272,000 shares of Common Stock issuable upon exercise
of the 272 shares of Series A Preferred Stock (as defined in footnote 3). |
| 1 |
NAME
OF REPORTING PERSON
Eleven Ventures LLC
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| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
|
(a)
☐
(b) ☒ |
| 3 |
SEC
USE ONLY
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| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF |
5 |
SOLE
VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED
VOTING POWER
272,000 (3) |
EACH
REPORTING
PERSON |
7 |
SOLE
DISPOSITIVE POWER
0 |
WITH |
8 |
SHARED
DISPOSITIVE POWER
272,000 (3) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,000 (3) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
☐
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| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%(4) |
| 12 |
TYPE
OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
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| (3) | Eleven Ventures LLC (“Eleven Ventures”) is the
beneficial owner of 272,000 shares of the Issuer’s Common Stock issuable upon
the conversion of 272 shares of Issuer’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A
Preferred Stock”). Eleven Managers LLC (“Eleven Managers”) is the Manager of Eleven Ventures and may be deemed
to share beneficial ownership over the Common Stock issuable upon the conversion of the Series A Preferred Stock directly owned
by Eleven Ventures. Hartley Wasko is the Managing Member of Eleven Managers and may be deemed to share beneficial ownership over
the Common Stock issuable upon the conversion of the Series A Preferred Stock directly owned by Eleven Ventures. |
| (4) | Based on 6,456,983, equal to 6,184,983 shares of Common Stock outstanding as of August 14, 2024
as reported in the Issuer’s 10-Q filed on August 14, 2024, plus the 272,000 shares of Common Stock issuable upon conversion
of the 272 shares of Series A Preferred Stock. |
| 1 |
NAME OF REPORTING PERSON
Eleven Managers LLC
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
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(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF |
5 |
SOLE VOTING POWER
0
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SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
321,479 (5) |
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EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
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WITH |
8 |
SHARED DISPOSITIVE POWER
321,479 (5) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
321,479 (5) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
☐
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(6) |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO (Limited Liability Company) |
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| (5) | Eleven Managers LLC (“Eleven Managers”) is the
Manager of Eleven Fund and Eleven Ventures and may be deemed to share beneficial ownership over the Common Stock directly owned
by Eleven Fund and the Common Stock issuable upon the conversion of the Series A Preferred Stock directly owned by Eleven Ventures.
Hartley Wasko is the Managing Member of Eleven Managers and may be deemed to share beneficial ownership over the Common Stock directly
owned by Eleven Fund and the Common Stock issuable upon the conversion of the Series A Preferred Stock directly owned by Eleven
Ventures. |
| (6) | Based on 6,456,983, equal to 6,184,983 shares of Common Stock outstanding as of August 14, 2024
as reported in the Issuer’s 10-Q filed on August 14, 2024, plus the 272,000 shares of Common Stock issuable upon conversion
of the 272 shares of Series A Preferred Stock. |
| 1 |
NAME OF REPORTING PERSON
Hartley Wasko
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☒ |
| 3 |
SEC USE ONLY
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
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NUMBER OF |
5 |
SOLE VOTING POWER
0
|
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SHARES
BENEFICIALLY
OWNED BY |
6 |
SHARED VOTING POWER
321,479 (7) |
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EACH
REPORTING
PERSON |
7 |
SOLE DISPOSITIVE POWER
0 |
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WITH |
8 |
SHARED DISPOSITIVE POWER
321,479 (7) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
321,479 (7) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
☐
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%(8) |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| (7) | Hartley Wasko is the Managing Member of Eleven Managers and
may be deemed to share beneficial ownership over the Common Stock directly owned by Eleven Fund and the Common Stock issuable upon
the conversion of the Series A Preferred Stock directly owned by Eleven Ventures. |
| (8) | Based on 6,456,983, equal to 6,184,983 shares of Common Stock outstanding as of August 14, 2024
as reported in the Issuer’s 10-Q filed on August 14, 2024, plus the 272,000 shares of Common Stock issuable upon conversion
of the 272 shares of Series A Preferred Stock. |
Item 1.
Unusual Machines,
Inc.
| (b) | Address of Issuer’s Principal Executive Offices. |
4677 L B
McLeod Rd., Suite J
Orlando, FL 32811.
(a) Name of Person
Filing.
| (i) | The Eleven Fund LLC (“Eleven Fund”) |
| (ii) | Eleven Ventures LLC (“Eleven Ventures”) |
| (iii) | Eleven Managers LLC (“Eleven Managers”) |
(b)
Address of Principal Business Office or, if none, Residence.
CO 80206
(c)
Citizenship.
| (i) | Eleven Fund – Delaware |
| (ii) | Eleven Ventures – Delaware |
| (iii) | Eleven Mangers – Delaware |
| (iv) | Hartley Wasko – United States of America |
(d)
Title of Class of Securities.
Common
Stock, par value $0.01 per share
(e)
CUSIP Number.
U9154A
208
Not applicable.
(a) and (b)
Eleven Fund:
As of the close of business on September 30, 2024, Eleven Fund may have been deemed to have beneficial ownership of 49,479 shares
of Common Stock, and all such shares of Common Stock representing beneficial ownership of 0.7% of the Common Stock, based on (i)
6,184,983 shares of Common Stock outstanding as of August 14, 2024 as reported in the Issuer’s 10-Q filed on August 14, 2024,
plus (2) the 272,000 shares of Common Stock issuable upon conversion of the 272 shares of Series A Preferred Stock.
Eleven Ventures:
As of the close of business on September 30, 2024, Eleven Ventures may have been deemed to have beneficial ownership of 272,000
shares of Common Stock, which consisted of (i) 272,000 shares of Common Stock issuable upon conversion of the Series A Preferred
Stock, and all such shares of Common Stock representing beneficial ownership of 4.2% of the Common Stock, based on (i) 6,184,983
shares of Common Stock outstanding as of August 14, 2024 as reported in the Issuer’s 10-Q filed on August 14, 2024, plus
(2) the 272,000 shares of Common Stock issuable upon conversion of the 272 shares of Series A Preferred Stock. The foregoing excludes
(i) 2,046,000 shares of Common Stock issuable upon conversion of 2,046 shares of Series A Preferred Stock held by Eleven Ventures
because such Series A Preferred Stock contains a blocker provision under which the holder thereof does not have the right to convert
such Series A Preferred Stock to the extent (but only to the extent) that such exercise would result in beneficial ownership by
the holder thereof, together with the holder’s affiliates, of more than 4.99% of the Common Stock and (ii) 315,000 shares
of Common Stock issuable upon conversion of 105 shares of Issuer’s Series C Convertible
Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”) held by Eleven Ventures because such
Series C Preferred Stock contains a blocker provision under which the holder thereof does not have the right to convert such Series
C Preferred Stock to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions,
Eleven Ventures may have been deemed to have beneficial ownership of 2,633,000 shares of Common Stock.
Eleven Manager:
As of the close of business on September 30, 2024, Eleven Manager may have been deemed to have beneficial ownership of 321,479
shares of Common Stock, which consisted of (i) 49,479 shares of Common Stock held by Eleven Fund and (ii) 272,000 shares of Common
Stock issuable upon conversion of the Series A Preferred Stock held by Eleven Ventures, and all such shares of Common Stock representing
beneficial ownership of 4.99% of the Common Stock, based on (i) 6,184,983 shares of Common Stock outstanding as of August 14, 2024
as reported in the Issuer’s 10-Q filed on August 14, 2024, plus (2) the 272,000 shares of Common Stock issuable upon conversion
of the 272 shares of Series A Preferred Stock. The foregoing excludes (i) 2,046,000 shares of Common Stock issuable upon conversion
of 2,046 shares of Series A Preferred Stock held by Eleven Ventures because such Series A Preferred Stock contains a blocker provision
under which the holder thereof does not have the right to convert such Series A Preferred Stock to the extent (but only to the
extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
of more than 4.99% of the Common Stock and (ii) 315,000 shares of Common Stock issuable upon conversion of 105 shares of Issuer’s
Series C Convertible Preferred Stock held by Eleven Ventures because such Series C Preferred Stock contains a blocker provision
under which the holder thereof does not have the right to convert such Series C Preferred Stock to the extent (but only to the
extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
of more than 4.99% of the Common Stock. Without such blocker provisions, Eleven Manager may have been deemed to have beneficial
ownership of 2,682,479 shares of Common Stock.
Hartley Wasko:
As of the close of business on September 30, 2024, Hartley Wasko may have been deemed to have beneficial ownership of 321,479 shares
of Common Stock, which consisted of (i) 49,479 shares of Common Stock held by Eleven Fund and (ii) 272,000 shares of Common Stock
issuable upon conversion of the Series A Preferred Stock held by Eleven Ventures, and all such shares of Common Stock representing
beneficial ownership of 4.99% of the Common Stock, based on (i) 6,184,983 shares of Common Stock outstanding as of August 14, 2024
as reported in the Issuer’s 10-Q filed on August 14, 2024, plus (2) the 272,000 shares of Common Stock issuable upon conversion
of the 272 shares of Series A Preferred Stock. The foregoing excludes (i) 2,046,000 shares of Common Stock issuable upon conversion
of 2,046 shares of Series A Preferred Stock held by Eleven Ventures because such Series A Preferred Stock contains a blocker provision
under which the holder thereof does not have the right to convert such Series A Preferred Stock to the extent (but only to the
extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
of more than 4.99% of the Common Stock and (ii) 315,000 shares of Common Stock issuable upon conversion of 105 shares of Issuer’s
Series C Convertible Preferred Stock held by Eleven Ventures because such Series C Preferred Stock contains a blocker provision
under which the holder thereof does not have the right to convert such Series C Preferred Stock to the extent (but only to the
extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates,
of more than 4.99% of the Common Stock. Without such blocker provisions, Hartley Wasko may have been deemed to have beneficial
ownership of 2,682,479 shares of Common Stock.
(c) Number of shares as to which
such person has:
| (i) | sole power to vote or to direct the vote: |
Eleven Fund: 0
Eleven Ventures: 0
Eleven Manager: 0
Hartley Wasko: 0
| (ii) | shared power to vote or to direct the vote: |
Eleven Fund: 49,479
Eleven Ventures: 272,000
Eleven Manager: 321,479
Hartley Wasko: 321,479
| (iii) | sole power to dispose or to direct the disposition of: |
Eleven Fund: 0
Eleven Ventures: 0
Eleven Manager: 0
Hartley Wasko: 0
| (iv) | shared power to dispose or to direct the disposition
of: |
Eleven Fund: 49,479
Eleven Ventures: 272,000
Eleven Manager: 321,479
Hartley Wasko: 321,479
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class
of securities, check the following [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item
10. |
Material
to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under § 240.14a-11.
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 30, 2024
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THE ELEVEN FUND LLC
By: Eleven Managers LLC, its Manager
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By: |
/s/ Hartley Wasko |
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Name: Hartley Wasko
Title: Managing Member |
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ELEVEN VENTURES LLC
By: Eleven Managers LLC, its Manager
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By: |
/s/ Hartley Wasko |
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Name: Hartley Wasko
Title: Managing Member |
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ELEVEN MANAGERS LLC |
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By: |
/s/ Hartley Wasko |
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Name: Hartley Wasko
Title: Managing Member |
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/s/ Hartley Wasko |
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Name: Hartley Wasko |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with
Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Common Stock,
par value $0.01 per share, of Unusual Machines, Inc., a Nevada corporation. This Joint Filing Agreement shall be filed as an Exhibit
to such Statement.
IN WITNESS WHEREOF,
the undersigned hereby execute this Agreement as of September 30, 2024.
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THE ELEVEN FUND LLC
By: Eleven Managers LLC, its Manager
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By: |
/s/ Hartley Wasko |
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Name: Hartley Wasko
Title: Managing Member |
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ELEVEN VENTURES LLC
By: Eleven Managers LLC, its Manager
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By: |
/s/ Hartley Wasko |
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Name: Hartley Wasko
Title: Managing Member |
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ELEVEN MANAGERS LLC |
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By: |
/s/ Hartley Wasko |
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Name: Hartley Wasko
Title: Managing Member |
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/s/ Hartley Wasko |
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Name: Hartley Wasko |
Unusual Machines (AMEX:UMAC)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Unusual Machines (AMEX:UMAC)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
