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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported) October
19, 2026
Unusual Machines, Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41961 |
|
66-0927642 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 5728
Major Boulevard., Suite 250 |
|
|
| Orlando, FL |
|
32819 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (720) 383-8983
N/A
(Former name or former address, if changed since
last report.)
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange
on Which Registered |
| Common
Stock par value, $0.01 per share |
UMAC |
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into
a Material Definitive Agreement.
The information set forth
in Item 2.01 of this Current Report on Form 8-K regarding the Registration Rights Agreement and the Employment Agreement is incorporated
by reference into this Item 1.01.
Item 2.01 Completion
of Acquisition or Disposition of Assets.
On October 19, 2026 (the
“Closing Date”), the Company completed the merger under which its wholly-owned subsidiary, Upgrade Energy LLC (“Upgrade”),
acquired DroneNX LLC d/b/a Upgrade Energy as contemplated by the Merger Agreement entered into as of May 7, 2026. As consideration, the
Company issued Matthew Barnard 1,792,012 shares of common stock, having an aggregate value of approximately $25.0 million based on a then
market price of $13.9508 per share and paid him $1,000,000 in cash at closing. Mr. Barnard is also eligible to receive a post-closing
earn-out payment of up to $26,000,000 in cash, payable if Upgrade’s revenue exceeds $10,000,000 during the first calculation period
or, if not, then during the second calculation period (subject to pro rata reduction if revenue for the second calculation period does
not exceed $10,000,000 in the second calculation period), for aggregate merger consideration of up to $52,000,000. The cash consideration
was funded from the Company’s cash on hand. In connection with the closing, Mr. Barnard became Chief Executive Officer of Upgrade.
In connection with the
closing, the Company entered into (i) an Employment Agreement with Mr. Barnard and (ii) a Registration Rights Agreement with Mr. Barnard.
The Employment Agreement
has an initial term of two years and renews automatically for successive one-year terms unless either party gives at least 30 days’
notice of non-renewal. Mr. Barnard will receive an annual base salary of $300,000, which may be increased but not decreased during the
term, and is eligible to participate in the Company’s employee benefit plans. If Mr. Barnard’s employment is terminated by
the Company without cause or by Mr. Barnard for good reason (each as defined in the Employment Agreement), including in connection with
certain terminations within 12 months following a change of control, he will be entitled, subject to executing a general release, to severance
equal to six months of his then base salary, six months of continued benefits, pro rata vesting of previously granted equity awards and
up to one year to exercise previously granted options. Upon a termination due to non-renewal by the Company, Mr. Barnard’s previously
granted equity awards will fully vest and he will receive six months of continued benefits, and upon termination due to death or disability,
his previously granted equity awards will fully vest.
Under the Registration
Rights Agreement, the Company agreed to file, within 30 days after the closing, a registration statement on Form S-3 (or, if the Company
is not then eligible, Form S-1) covering the resale of the shares of common stock issued as merger consideration and to use commercially
reasonable efforts to cause such registration statement to become effective within 60 days after filing if reviewed by the SEC staff.
The Merger Agreement
and the form of Registration Rights Agreement were previously filed as Exhibit 1.1 and Exhibit 1.1(a), respectively, to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2026 (the “Signing 8-K”). The foregoing
descriptions are qualified in their entirety by reference to the Merger Agreement, filed as Exhibit 1.1 to the Signing 8-K, the Employment
Agreement, filed as Exhibit 10.1 hereto, and the Registration Rights Agreement, filed as Exhibit 10.2 hereto, each of which is incorporated
herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The information set forth
in Item 2.01 regarding the issuance of 1,792,012 shares of the Company’s common stock to Mr. Barnard Representative is incorporated
herein by reference. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933 and Rule 506 thereunder as a transaction not involving a public offering.
As previously disclosed
in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2025, on June 12, 2025,
the Company entered into a Share Purchase Agreement (the “Rotor Lab Agreement”) to acquire 100% of the capital stock of Rotor
Lab Pty Ltd, an Australian company (“Rotor Lab”), from its existing shareholders (the “Rotor Lab Sellers”), pursuant
to which the Company agreed to issue to the Rotor Lab Sellers, among other consideration, Earnout Consideration (as defined in the Rotor
Lab Agreement) of up to $3,000,000 of shares of the Company’s common stock. On October 20, 2026, the Company issued an aggregate
of 137,260 shares of its common stock to the Rotor Lab Sellers as Earnout Consideration under the Rotor Lab Agreement, consisting of 82,356
shares issued to Andrew Robert Simpson and 54,904 shares issued to Vella Hardjadinata Corporation Pty Ltd, as trustee for the Vella Hardjadinata
Family Trust. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933 and Regulation S promulgated thereunder, based on, among other things, the issuance of the shares to two non-U.S. persons located
in Australia. The foregoing description of the Rotor Lab Agreement is qualified in its entirety by reference to the full text of the Rotor
Lab Agreement, which was filed as Exhibit 10.1 to the Rotor Lab 8-K and is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure.
On the Closing Date,
the Company issued a press release announcing the completion of its acquisition of Upgrade.
A copy of the press release
is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this
Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 8.01 Other Events.
The Description of Securities
Registered Pursuant to Section 12 of the Exchange Act (the “Description of Securities”) attached as Exhibit 4.1 to this Current
Report on Form 8-K is filed for the purpose of updating the Description of Securities contained in Exhibit 4.7 to our Annual Report on
Form 10-K filed with the SEC on March 22, 2024.
The Description of Securities
modifies and supersedes any prior Description of Securities of the Company in any registration statement or report filed with the SEC
and will be available for incorporation by reference into certain of the Company’s filings with the SEC pursuant to the Securities
Act, the Exchange Act, and the rules and forms promulgated thereunder.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| 2.1* |
|
Agreement
and Plan of Merger dated as of May 7, 2026, among the Company, Upgrade, DroneNX LLC, and Matthew Barnard (incorporated
by reference from Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2026) |
| 4.1 |
|
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 |
| 10.1 |
|
Employment Agreement entered into as of October 19, 2026, between the Company and Matthew Barnard |
| 10.2 |
|
Registration Rights Agreement entered into as of October 19, 2026, between the Company and Matthew Barnard |
| 99.1 |
|
Press Release dated October 19, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon
request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange
Act for any exhibits or schedules so furnished.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Unusual Machines, Inc. |
| |
|
|
| Date: October 23, 2026 |
By: |
/s/ Brian Hoff |
| |
Name: |
Brian Hoff |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
October 19, 2026
Unusual Machines
Completes Acquisition of Upgrade Energy, Expanding U.S. Drone Battery Manufacturing
Adds high-performance battery and power
systems to Unusual Machines’ portfolio of critical drone components
ORLANDO, FL / ACCESS Newswire / October 19,
2026 / Unusual Machines, Inc. (NYSE American:UMAC), a leading manufacturer of NDAA-compliant drone components, today announced the
completion of its acquisition of DroneNX LLC, operating as Upgrade Energy, a U.S. manufacturer of high-performance drone batteries and
power systems.
Originally announced on May 11, 2026, the acquisition
expands Unusual Machines’ portfolio to include batteries, complementing its existing motors, headsets, and other drone components.
“The U.S. is investing heavily in domestic
drone production, but the industrial base is only as strong as the supply chain supporting it,” said Allan Evans, CEO of Unusual
Machines. “Batteries are an essential part of that equation. Matt and his team have built a strong business with deep expertise in
battery technology and manufacturing. This adds a critical piece of the drone powertrain to our business and strengthens our ability to
support the industry’s next phase of growth.”
“Together with Unusual Machines, we’re building
on Upgrade Energy’s battery expertise to expand U.S. production and serve more customers,” said Matthew Barnard, CEO of Upgrade Energy.
“Combining our capabilities will allow us to play a larger role in the drone supply chain and deliver the performance, availability,
and reliability operators depend on.”
Ahead of closing, Unusual Machines began scaling
battery production and hiring additional personnel at Upgrade Energy’s 18,500-square-foot facility in Torrance, California, with plans
to establish battery pack operations in Orlando, Florida.
About Unusual Machines, Inc.
Unusual Machines is a leading provider of NDAA-compliant
drone components, focused on building a domestic supply chain for the growing U.S. drone industry. The Company manufactures a broad portfolio
of critical components, including flight controllers, electronic speed controllers, video systems, motors, FPV headsets, cameras and,
following its acquisition of Upgrade Energy, batteries and power systems. Unusual Machines is expanding U.S. manufacturing to meet increasing
demand from defense, enterprise, and commercial customers, while serving the consumer FPV market through its Fat Shark and Rotor Riot
brands. According to Fact.MR, the U.S. drone components market represents a $3 billion to $5 billion opportunity. For more information,
visit unusualmachines.com.
Safe Harbor Statement
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities
Litigation Reform Act of 1995, which are intended to be covered by the safe harbor provisions for forward-looking statements contained
therein. All statements other than statements of historical fact are forward-looking statements. Words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “is likely,”
“may,” “plan,” “potential,” “should,” “target,” “will,” “would,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. Forward-looking statements in this press release include, without limitation, statements regarding the anticipated
benefits of the acquisition of Upgrade Energy; the integration of Upgrade Energy’s business, personnel and operations; our plans to scale
battery production, hire additional personnel and establish battery pack operations in Orlando, Florida; the expansion of our product
offering and our ability to serve a larger market; anticipated demand from defense, enterprise, commercial and consumer customers; U.S.
government investment in domestic drone production; and the size of, and trends in, the U.S. drone components market. These statements
are neither historical facts nor assurances of future performance and are based on our current beliefs, expectations and assumptions,
which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, many of which are outside
of our control. Actual results and outcomes may differ materially from those expressed or implied in any forward-looking statement. Important
factors that could cause such differences include, among others: our ability to successfully integrate Upgrade Energy and realize the
anticipated benefits of the acquisition within the expected time frame or at all; unanticipated costs, liabilities or delays associated
with the acquisition or integration; our ability to retain key Upgrade Energy personnel, customers and suppliers; our ability to scale
manufacturing capacity, establish new facilities and achieve expected production volumes, quality and margins; the availability and cost
of raw materials, battery cells and other components, including the effects of tariffs, trade restrictions and supply chain disruptions;
risks associated with lithium battery manufacturing, including product safety, recalls, warranty claims and environmental, health and
safety compliance; changes in U.S. government defense and procurement priorities, budgets and funding, and the timing of government spending;
laws and regulations affecting drones and drone components, and our ability to maintain compliance with them; competition, including from
larger or better-capitalized competitors; demand for our products and our ability to develop and commercialize new products; our ability
to protect our intellectual property; general economic, market, industry and geopolitical conditions; and the other risks and uncertainties
described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which is available at
www.sec.gov. New factors emerge from time to time, and it is not possible for us to predict all of them or to assess their potential impact.
Accordingly, you should not place undue reliance on any forward-looking statement. Any forward-looking statement speaks only as of the
date of this press release, and, except as required by applicable law, we undertake no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Contacts:
Unusual Machines, Inc.
Investor: investors@unusualmachines.com
Media: media@unusualmachines.com
SOURCE: Unusual Machines, Inc.
