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2025-09-03
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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) September
3, 2025
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.) |
| 4677 L B McLeod Rd, Suite J |
|
|
| Orlando, FL |
|
32811 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (720) 323-8983
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 2.01 Completion
of Acquisition or Disposition of Assets.
As of September 3, 2025
(“the Closing Date”), Unusual Machines, Inc. (the “Company”) acquired 100% of the capital stock of Rotor Lab Pty
Ltd, an Australian company (“Rotor Lab”) from its existing shareholders Andrew Robert Simpson (“Simpson”) and
Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as a trustee for Vella Hardjadinata Family Trust (“VHC”), (collectively
the “Sellers”) in exchange for 656,642 shares of the Company’s common stock, calculated in accordance with the terms
of the Agreement (the “Initial Consideration”), plus Earnout Consideration (as defined in the Agreement) of up to $3,000,000
worth of shares of common stock. The Company and Rotor Lab had previously entered into a Share purchase agreement dated June 12, 2025,
as amended (the “Purchase Agreement”). The Purchase Agreement contained, among other terms, the terms and conditions required
to consummate the acquisitions and contained customary representations and warranties.
On the Closing Date,
the Company issued the Sellers the Initial Consideration. As agreed in the Purchase Agreement, for one year following the Closing Date,
a total of 131,328 shares of the Initial Consideration for the Sellers will be subject to possible forfeiture in the event of a breach
of representations and warranties and indemnification.
In accord with the Purchase
Agreement, the Initial Consideration was issued to the Company’s effective shelf Registration Statement on Form S-3 (Registration
Statement No. 333-286413) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the
SEC on April 21, 2025, and a Prospectus Supplement filed with the SEC dated September 2, 2025.
Rotor Lab will continue
as a wholly-owned subsidiary of the Company and will be used as an engineering hub for motor design and prototyping, complementing the
Company’s U.S. manufacturing operations. The sellers have agreed to be bound by two-year non-compete periods following the Closing
Date The foregoing description of the Agreement is a summary only and is qualified in its entirety by the full text of the Agreement,
which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On September 4, 2025, the Company issued a press release announcing
that it had consummated the acquisition described in Item 2.01 of this Current Report. The Company’s press release is filed as Exhibit
99.1.
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 |
| 10.1 |
|
Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025* |
| 99.1 |
|
Press Release dated September 4, 2025, regarding the Company entering into the Share Purchase Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously filed an Exhibit 10.1 to the Company’s 8-K report,
filed June 13, 2025 (File No. 333-270519).
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: September 9, 2025 |
By: |
/s/ Allan Evans |
| |
Name: |
Allan Evans |
| |
Title: |
Chief Executive Officer |
