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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) May
7, 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 Blvd, Ste #250 |
|
|
| Orlando, FL |
|
32819 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (844) 893-7663
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, $0.01 |
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.
On May 7, 2026,
Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million
agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company
(the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member
Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses,
powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash
at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving
an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with
proportional adjustment for the second year). Subject to customary closing conditions including delivery of an Upgrade 2025 audit,
the Merger is expected to close within the next 120 days (the “Closing”).
Registration Rights Agreement
Pursuant to the Merger Agreement, the Company
agreed to provide certain registration rights to the Member Representative (the “Registration Rights Agreement”) which provides
for the Company to use commercially reasonable efforts to register, pursuant to the Securities Act of 1933 (the “Securities Act”),
the shares of Company common stock to be issued to the Member Representative in connection with the Merger, and (i) to cause such registration
statement to be filed within 30 days after Closing; and (ii) to be declared effective within 60 days after filing of such registration
statement.
The form of Registration Rights Agreement
is included as Exhibit A to the Merger Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Employment Agreement
At Closing, the Company and the Member Representative
intend to enter into an Employment Agreement which shall be in form and substance as mutually acceptable to the parties and whereby the
Member Representative will serve as the Chief Executive Officer of the Surviving Company.
The Merger Agreement contains customary representations,
warranties, and covenants of the parties, customary conditions to closing, indemnification obligations of the Company and the Member Representative,
including for liabilities under the Securities Act, other obligations of the parties, and termination provisions.
The foregoing descriptions of the Merger Agreement,
including the Registration Rights Agreement, does not purport to be complete and is qualified in its entirety by the full text of the
Merger Agreement
Item 7.01 Regulation
FD Disclosure.
On May 11, 2026, the
Company issued a press release announcing it entered into a Merger Agreement, pursuant to which, a newly formed wholly owned subsidiary,
acquire Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential
post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving a revenue target of $10 million
during a two-year calculation period following the date of the Merger Agreement.
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 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| |
|
|
| 1.1 |
|
Agreement and Plan of Merger dated as of May 7, 2026, among the Company, the Surviving Company, Upgrade, the Member Representative |
| |
|
|
| 1.1(a) |
|
Form of Registration Rights Agreement, Exhibit A to the Merger Agreement
filed herewith as Exhibit 1.1
|
| |
|
|
| 99.1 |
|
Press Release dated May 11, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 11, 2026 |
By: |
/s/ Brian Hoff |
| |
Name: |
Brian Hoff |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Unusual Machines Accelerates Domestic
Battery Manufacturing by Signing a Merger Agreement to Acquire Upgrade Energy
Upgrade Energy’s battery and power systems expertise immediately
strengthens Unusual Machines' domestic engineering and manufacturing capabilities
ORLANDO, FLORIDA / ACCESS Newswire / May 11, 2026 — Unusual Machines,
Inc. (NYSE American: UMAC), a leading manufacturer of NDAA-compliant drone components, today announced it has signed a definitive agreement
to acquire DroneNX LLC, which operates as Upgrade Energy, a manufacturer of battery and power systems solutions for unmanned aerial systems.
The transaction is valued at approximately $52 million and is expected
to consist of a combination of cash and stock consideration, including a performance-based earnout.
The acquisition adds battery expertise to Unusual Machines’ domestic
manufacturing and engineering operations, broadens the Company’s capabilities by adding new drone components, and strengthens its
domestic manufacturing capabilities. Upgrade Energy currently operates out of an 18,500-square-foot facility in Torrance, CA and employs
approximately 30 engineering and production personnel. Unusual Machines plans to expand battery pack operations by adding a second production
facility in Orlando, FL in the coming months.
“Batteries are a foundational part of drone power systems and
have a huge impact on performance and reliability,” said Allan Evans, CEO of Unusual Machines. “Upgrade Energy adds the best
battery and power systems expertise we have worked with. In addition to the battery expertise, Matt and the entire Upgrade team share
our culture, attitude, and represent a huge windfall in terms of adding talent to our workforce.”
“We built Upgrade Energy to solve flight time and reliability
challenges for drone operators through high-performance drone batteries manufactured in the United States,” said Matthew Barnard,
CEO of Upgrade Energy. “Joining Unusual Machines gives us the scale and operational support to move faster and accelerate the development
of our technology. We believe the drone industry is entering an important phase of growth, and we’re excited to contribute to that
momentum as part of Unusual Machines.”
The closing of the transaction remains subject to customary closing
conditions, including receipt of an audit for Upgrade Energy for 2025. Following closing, the business will operate as part of Unusual
Machines’ growing portfolio of drone component and technology companies.
About Unusual Machines, Inc.
Unusual Machines manufactures and sells drone components and drones
across a diversified brand portfolio, which includes Fat Shark, the leader in FPV (first-person view) ultra-low latency video goggles
for drone pilots. The Company also retails small, acrobatic FPV drones and equipment directly to consumers through the curated Rotor Riot
ecommerce store. With a changing regulatory environment, Unusual Machines seeks to be a dominant Tier-1 parts supplier to the fast-growing
multi-billion-dollar U.S. drone industry. According to Fact.MR, the global drone accessories market is currently valued at $17.5 billion
and is set to top $115 billion by 2032. For more information, please 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 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the
Company’s anticipated acquisition of Upgrade Energy and growth of both companies. Forward-looking statements are often identifiable
by the words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "objective," "ongoing," "plan," "predict,"
"project," "potential," "should," "will," or "would," or the negative of these terms,
or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties,
and other factors that may cause the Company's actual results, levels of activity, performance, or achievements to be materially different
from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable
basis for making each forward-looking statement contained in this press release, the Company cautions that these statements are based
on a combination of facts and factors currently known by the Company and its expectations of the future, about which the Company cannot
be certain. Forward-looking statements are subject to considerable risks and uncertainties, as well as other factors that may cause the
Company's actual results, levels of activity, performance, or achievements to be materially different from the information expressed or
implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: our reliance on third parties
to deliver parts needed to manufacture our drone components; risks related to inventory management and potential obsolescence; uncertainty
regarding government procurement programs and timelines; risks associated with our rapid expansion, the meeting of closing conditions
and the various risk factors relating to manufacturing and other risks described within the section entitled "Risk Factors"
in the Company's 2025 Annual Report on Form 10-K. The Company undertakes no obligation to update the information contained in this press
release to reflect subsequently occurring events or circumstances, except as required by law.
Investor Contact:
investors@unusualmachines.com
Media Contact:
media@unusualmachines.com
