[8-K] Unusual Machines, Inc. Reports Material Event

Rhea-AI Filing Summary

Insights

Capital Markets Analyst

Furnished 8-K reveals equity raise via registered direct offering; cash inflow helps liquidity but new shares dilute existing holders.

The company has priced a registered direct offering of common stock and pre-funded warrants, as disclosed under Item 7.01 and Exhibit 99.1. Although the 8-K omits share count, price and gross proceeds, the transaction is nevertheless material because it adds new equity and warrant coverage to the capital structure. Registered direct deals rely on an effective shelf, so settlement can occur promptly once terms are finalized.

Implications. 1) Dilution: the share base will rise when the common shares are issued and when any pre-funded warrants are exercised, reducing earnings per share and voting power for current shareholders. 2) Liquidity: cash proceeds strengthen working capital without increasing debt, improving balance-sheet flexibility. 3) Disclosure cadence: because the information is furnished, not filed, it is exempt from Section 18 liability; a prospectus supplement will disclose exact economics.

Net effect skews negative in the short run due to unavoidable dilution, even though additional capital may support future operations.

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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) July 14, 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 7.01 Regulation FD Disclosure.

On July 14, 2025, the Company issued a press release announcing the pricing of the a registered direct offering of common stock and pre-funded warrants. A copy of the press release is furnished as Exhibit 99.1.

The information contained in the press releases attached as Exhibit 99.1, respectively, to this Report 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 releases attached as Exhibit 99.1, respectively, 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
99.1		Press Release dated July 14, 2025
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: July 14, 2025	By:	/s/ Allan Evans
	Name:	Allan Evans
	Title:	Chief Executive Officer

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