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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
5, 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, $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 5.07 Submission of Matters to a Vote of
Security Holders.
On October 5, 2026, Unusual Machines, Inc. (the
“Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting,
the Company’s stockholders voted (i) to elect five directors for a one-year term expiring at the next annual meeting of stockholders
(Proposal 1); (ii) to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026 (Proposal 2); (iii) to approve of the warrant grant to the Company’s Chief Executive
Officer (Proposal 3); and (iv) to approve an adjournment of the 2026 Annual Meeting to a later date or time, if necessary, to permit further
solicitation and vote of proxies if there are not sufficient votes at the time of the 2026 Annual Meeting to approve any of the proposals
presented for a vote at the 2026 Annual Meeting (Proposal 4), all as described in more detail in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on August 24, 2026.
Of the 49,956,505 shares of common stock outstanding
and entitled to vote, 30,644,557 shares were represented at the 2026 Annual Meeting. Set forth below are the final voting results on each
matter submitted to a vote of stockholders at the 2026 Annual Meeting.
Proposal 1. The Company’s stockholders
voted to elect the following five individuals as directors to hold office for a one-year term expiring at the next annual meeting of stockholders:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Dr. Allan Evans |
16,708,770 |
207,363 |
13,728,424 |
| Cristina A. Colón |
11,190,524 |
5,725,609 |
13,728,424 |
| Robert Lowry |
12,821,485 |
4,094,648 |
13,728,424 |
| Sanford Rich |
14,284,166 |
2,631,967 |
13,728,424 |
| Jeffrey Thompson |
15,046,551 |
1,869,582 |
13,728,424 |
Proposal 2. The Company’s stockholders
voted to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2026. There were no broker non-votes on this proposal.
| Votes For |
Votes Against |
Abstentions |
| 30,137,614 |
459,768 |
47,175 |
Proposal 3. The Company’s stockholders
voted to approve the warrant grant to the Company’s Chief Executive Officer.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 9,206,779 |
7,628,280 |
81,074 |
13,728,424 |
Proposal 4. The Company’s stockholders
voted to approve the adjournment of the 2026 Annual Meeting, if necessary, to permit further solicitation and vote of proxies, with 20,042,162
votes for, 10,331,155 votes against and 271,240 abstentions. There were no broker non-votes on this proposal. Because there were sufficient
votes at the time of the 2026 Annual Meeting to approve each of Proposals 1, 2 and 3, adjournment of the 2026 Annual Meeting was not necessary.
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 7, 2026 |
By: |
/s/ Brian Hoff |
| |
Name: |
Brian Hoff |
| |
Title: |
Chief Financial Officer |