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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) March
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.) |
| 5278
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 7.01 Regulation
FD Disclosure.
On March 19, 2026, Unusual Machines, Inc. (the
“Company”) issued a press release, announcing that is has commenced a public offering of common stock. A copy of the press
release is being 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 |
| 99.1 |
|
Press Release dated March 19, 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: March 19, 2026 |
By: |
/s/ Brian Hoff |
| |
Name: |
Brian Hoff |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Unusual Machines, Inc. Announces Proposed Public Offering
Orlando, Florida, March 19, 2026 (Access Newswire) -- Unusual Machines,
Inc. [NYSE American: UMAC] ("Unusual Machines" or the "Company"), a United States-based manufacturer and distributor
of drone parts, today announced that it has commenced a public offering of Common Stock. The Company intends to use the net proceeds from
this proposed offering (the "Offering") to expand its U.S. drone parts inventory and for working capital and general corporate
purposes. The Offering is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed,
or as to the actual size or terms of the Offering.
Dominari Securities LLC and JonesTrading Institutional Services
LLC are acting as co- placement agents for the Offering.
This Offering is being made pursuant to an effective shelf registration
statement on Form S-3 (No. 333-286413), declared effective by the U.S. Securities and Exchange Commission (the "SEC") on April
21, 2025. A preliminary prospectus supplement and accompanying shelf prospectus ("Shelf Prospectus") describing the terms of
the Offering will be filed with the SEC and will be available on the SEC's website located at www.sec.gov.
Electronic copies of the preliminary prospectus supplement (together with the final prospectus supplement for this Offering, the "Prospectus
Supplement") and the accompanying shelf prospectus may be obtained, when available, by contacting Dominari Securities LLC, Attention:
Syndicate Department, 725 5th Ave., 23 Floor, New York, NY 10022, by email at info@dominarisecurities.com,
or by telephone at (212) 393-4500.
Before investing in this Offering, interested parties should read,
in their entirety, the prospectus supplement and the Shelf Prospectus and the other documents that the Company has filed with the SEC
pertaining to the Offering and that are incorporated by reference in the prospectus supplement and the Shelf Prospectus, which provide
more information about the Company and such Offering.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Unusual Machines
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, visit www.unusualmachines.com.
Forward-Looking Statements
This press release contains forward-looking statements which involve
substantial risks and uncertainties relating to closing the Offering and use of proceeds. 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, without limitation, risks and uncertainties related
to whether or not the Company will be able to raise capital through the sale of shares of Common Stock or otherwise; the final terms of
the proposed offering; market conditions; satisfaction of customary closing conditions related to the public offering; various risks related
to the Company's business operations; and other risks and uncertainties, including those described within the section entitled "Risk
Factors" in the Company's 2025 Annual Report on Form 10-K, which risk factors are incorporated in the Shelf Prospectus and prospectus
supplement by reference and that are included in the prospectus supplement. There can be no assurance that the Company will be able to
complete the public offering on the anticipated terms, or at all. 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
