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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 1.01 Entry into a Material Definitive
Agreement.
On March 19, 2026, Unusual Machines, Inc. (the
“Company”) entered into a Placement Agency Agreement (the “Agreement”) with Dominari Securities LLC and JonesTrading
Institutional Services LLC (combined together hereinafter referred to as the “Placement Agents”), relating to the confidentially
marketed public offering (the “Offering”) of 8,823,529 shares of the Company’s common stock, at a price to the public
of $17.00 per share. A copy of the Agreement is filed herewith as Exhibit 10.1. The Offering closed on March 23, 2026.
The Agreement contains customary representations,
warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement
Agents, including for liabilities under the Securities Act of 1933 (the “Securities Act”), other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Agreement were made only for purposes of the
Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed
upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with
the execution of the Agreement.
The gross proceeds to the Company from the sale
of the shares of common stock was approximately $150 million, before deducting Placement Agents fees and expenses, and other estimated
offering related expenses, payable by the Company. The Company intends to use the net proceeds of the Offering to acquire additional inventory,
general corporate purposes and working capital.
The common stock was offered and sold pursuant
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 “Commission”) on April 7, 2025, and declared effective by the Commission on April
21, 2025, as supplemented by the preliminary prospectus supplement, filed with the Commission on March 19, 2026, and a final prospectus
supplement filed with the Commission on March 23, 2026.
The foregoing description of the terms of the
Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Agreement which is filed
herewith as Exhibits 10.1 and is incorporated herein by reference.
Nason, Yeager, Gerson, Harris & Fumero, P.A.,
counsel to the Company, delivered an opinion as to the validity of the common stock, a copy of which is filed as Exhibit 5.1 to this Form
8-K and is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure.
On March 20, 2026, the
Company also issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
The information contained in the press releases
attached as Exhibit 99.1 to this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained
in the press release attached as Exhibit to this Report shall not be deemed to be incorporated by reference in the filings of the Company
under the Securities Act of 1933.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit |
| |
|
|
| 5.1 |
|
Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. |
| |
|
|
| 10.1 |
|
Placement Agency
Agreement, dated as of March 19, 2026, by and among Unusual Machines, Inc., Dominari Securities, LLC and JonesTrading Institutional
Services LLC |
| |
|
|
| 23.1 |
|
Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release dated March 20, 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 23, 2026 |
By: |
/s/ Brian Hoff |
| |
Name: |
Brian Hoff |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Unusual Machines
Announces Pricing of Approximately $150 Million Public Offering of Common Stock
ORLANDO, FLORIDA / ACCESS Newswire / March 20,
2026 / Unusual Machines, Inc. (NYSE American: UMAC), (the “Company”, or “Unusual Machines”), a
United States-based manufacturer and distributor of drone parts, today announced it has priced a public offering for the sale of
8,823,529 shares of its common stock in a public offering (the "Offering") at a price of $17.00 per share. Participation in
this offering includes a strategic investment from Ondas Inc. (Nasdaq: ONDS) along with fundamental institutional investors.
Dominari Securities LLC and JonesTrading Institutional
Services LLC are acting as co-placement agents for the Offering.
The closing of the Offering is expected to occur
on or about March 23, 2026, subject to the satisfaction of customary closing conditions. The Company expects to receive aggregate gross
proceeds of approximately $150.0 million from the Offering, before deducting placement agent fees and other related expenses. The Company
intends to use the net proceeds from the Offering to acquire additional inventory, for working capital needs, and for general corporate
purposes.
The common stock will be issued in a public offering
pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286413), previously filed with the U.S. Securities and
Exchange Commission (the "SEC") and declared effective on April 21, 2025. A preliminary prospectus supplement and the accompanying
base prospectus relating to the public offering has been filed with the SEC and is available at www.sec.gov.
A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC and will be
available on its website at www.sec.gov. The offering will be made only by means of the prospectus supplement
and the accompanying base prospectus. Copies of the preliminary prospectus supplement, the final prospectus supplement and the accompanying
prospectus relating to the offering may also be obtained, when available, from the offices of Dominari Securities LLC, Attention: Syndicate
Department, 725 5th Ave 23rd Floor, New York, NY 10022, by email at info@dominarisecurities.com, or by telephone at (212) 393-4500;
or by contacting JonesTrading Institutional Services LLC, Attention: Equity Capital Markets, 325 Hudson Street, 6th Floor New York, New
York 10013; email: ecm@jonestrading.com .
“We approach capital the same way we approach
operations, deliberately and with a clear plan for deployment,” said Allan Evans, Chief Executive Officer of Unusual Machines. “This
raise allows us to expand inventory, support production, and continue building a reliable, U.S.-based supply chain for drone components.”
“I am proud of the work Unusual Machines
has done to attract world-class investors as it rapidly expands the drone supply chain in the United States,” said Donald Trump
Jr. “This latest capital infusion will enable the Company to build the foundation for a strong domestic drone industry for many
years to come.”
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, 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
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 market conditions; the failure to meet customary closing conditions related to the Offering; 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, changes in its
business which affect the planned use of proceeds and the Risk Factors contained in the Prospectus Supplement. There can be no assurance
that the Company will be able to complete the 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
Media Contact:
media@unusualmachines.com
