Unusual Machines SEC Filings

Unusual Machines, Inc. filed a prospectus supplement on Form 424B5 for resale of 656,642 shares of common stock by selling stockholders, increasing pro forma common shares to 31,105,199. The company will not receive proceeds from this resale offering. The prospectus supplement references substantial risk factors including potential manufacturing equipment defects, cost overruns on fixed-price orders, challenges establishing a drone motor manufacturing facility, supply chain and inventory management risks, cybersecurity and regulatory risks, and possible dilution from prior and future equity issuances. Pro forma adjustments also reflect a July 15, 2025 registered direct offering of 5,000,000 shares for net proceeds of approximately $44.9 million and additional equity grants and option exercise potential.

Unusual Machines, Inc. (UMAC) is offering up to $300,000,000 of Common Stock, which at an assumed price of $10.25 per share would equal up to 29,268,293 shares. The prospectus lists 30,448,557 shares currently outstanding and states an illustrative post-offering outstanding share count of 59,774,071 (using $10.23 per share). Net tangible book value was $1.64 per share as of June 30, 2025. Proceeds are intended for working capital and general corporate purposes, though management retains broad discretion over their use. The supplement cross-references a multi-page Risk Factors section and details potential operational risks including manufacturing equipment defects, cost overruns on fixed-price orders, staffing and reporting challenges at the recently acquired Rotor Lab (including 656,642 shares issued as initial consideration), supply chain and inventory risks, competitive pressures, intellectual property risks, macroeconomic and cybersecurity risks. Specific offering mechanics, securities descriptions and plan-of-distribution methods are available in the prospectus supplement and incorporated documents.

Andrew Camden, Chief Operating Officer of Unusual Machines, Inc. (UMAC), reported two planned sales of common stock under a Rule 10b5-1 plan to cover tax obligations from prior equity grants. On 08/20/2025 he sold 8,750 shares at a weighted-average price of $9.8005, reducing his direct ownership to 224,750 shares. On 08/21/2025 he sold 35,000 shares at a weighted-average price of $10.2075, reducing his direct ownership to 189,750 shares. The filer states the sales were executed by an independent third party and the original grants were exempt from Section 16(b) under Rule 16b-3. The filing is signed and dated 08/22/2025.

Brian Joseph Hoff, Chief Financial Officer of Unusual Machines, Inc. (UMAC), reported two open-market sales under a Rule 10b5-1 plan. On 08/20/2025 he sold 8,750 shares at a weighted average price of $9.8005, leaving him with 407,975 shares. On 08/21/2025 he sold 33,750 shares at a weighted average price of $10.2075, leaving him with 374,225 shares. The filings state the sales were to cover income taxes from prior equity grants and were executed by an independent third party under the 10b5-1 plan. The report is signed by Mr. Hoff on 08/22/2025.

Rich Sanford, a director of Unusual Machines, Inc. (UMAC), acquired 2,308 shares of the issuer's restricted common stock on 08/19/2025 at a $0 price. After the grant, Sanford beneficially owned 150,242 shares. The restricted shares are fully vested, subject to the company's standard Restricted Stock Agreement, were granted under the Issuer's 2022 Equity Incentive Plan, and the grant was approved by the Board of Directors, making it exempt from Section 16(b) under Rule 16b-3.

The Form 4 was signed by Sanford on 08/21/2025 and filed as an individual reporting person. No derivative transactions or cash-paid purchases are reported in this filing.