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  4. [8-K] Unusual Machines, Inc. Reports Material Event

Unusual Machines (NYSE American: UMAC) hires EY as auditor and eases vote standard

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Unusual Machines, Inc. reported that its Audit Committee dismissed Salberg & Company, P.A. as independent registered public accounting firm, effective August 12, 2026. Salberg’s audit reports on the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or principles, and the company states there were no disagreements or reportable events with Salberg through August 12, 2026. The company has engaged Ernst & Young LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2026 and indicates it did not previously consult EY on accounting matters or opinions.

On the same date, the Board approved a Third Amendment to the Amended and Restated Bylaws, revising Article III, Section 3.05 on stockholder quorum and voting requirements. For actions other than director elections, stockholder approval now requires votes cast in favor to exceed votes cast against, unless a different percentage is required by the Nevada Revised Statutes or as provided in Section 3.05(c) of the Bylaws.

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Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date August 12, 2026 Effective date of Salberg & Company, P.A. dismissal
New auditor engagement date August 12, 2026 Engagement of Ernst & Young LLP for fiscal year ending December 31, 2026
Audit years covered by Salberg Years ended December 31, 2025 and 2024 Years for which Salberg issued reports without adverse opinions or qualifications
Effective date of bylaw amendment August 12, 2026 Third Amendment to Amended and Restated Bylaws became effective
Common stock par value $0.01 Par value of Unusual Machines’ common stock listed on NYSE American
independent registered public accounting firm financial
"approved the dismissal of Salberg & Company, P.A. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were (i) no disagreements ... and (ii) no “reportable events”"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Nevada Revised Statutes regulatory
"unless a greater percentage is required by the Nevada Revised Statutes"
The Nevada Revised Statutes are the official compilation of laws enacted by Nevada’s legislature that govern business activities, corporate structure, licensing, taxation and legal procedures in the state. Think of it as Nevada’s rulebook that companies and regulators must follow; investors watch it because changes or specific statutes can affect a company’s legal obligations, tax position, licensing status and risk exposure, which in turn can influence valuation and investment decisions.
Stockholder Quorum and Voting Requirements financial
"Article III, Section 3.05 of Stockholder Quorum and Voting Requirements of the Bylaws"
Amended and Restated Bylaws regulatory
"the Company’s Amended and Restated Bylaws (the “Bylaws”)"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

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FAQ

What auditor change did Unusual Machines (UMAC) disclose on August 12, 2026?
Unusual Machines’ Audit Committee dismissed Salberg & Company, P.A. as its independent registered public accounting firm, effective August 12, 2026, and engaged Ernst & Young LLP as the new auditor for the fiscal year ending December 31, 2026.

Were there any disagreements with Salberg & Company reported by UMAC?
Unusual Machines states there were no disagreements with Salberg & Company on accounting principles, disclosures, or audit scope and no reportable events during 2024, 2025, and the interim period through August 12, 2026.

Did Unusual Machines (UMAC) previously consult Ernst & Young before hiring them?
Unusual Machines reports that neither it nor anyone on its behalf consulted Ernst & Young on accounting principles, specific transactions, or potential audit opinions, and no advice from EY influenced its accounting or reporting decisions before the August 12, 2026 engagement.

What change did UMAC make to its stockholder voting requirements?
The Board approved a bylaw amendment so that, for actions other than director elections, stockholder approval requires votes cast in favor to exceed votes cast against, unless a different percentage is required by Nevada law or as specified in Section 3.05(c).

When did Unusual Machines’ bylaw amendment become effective?
The Third Amendment to Unusual Machines’ Amended and Restated Bylaws, revising Article III, Section 3.05 on stockholder quorum and voting requirements, became effective on August 12, 2026, the same date it was approved by the Board of Directors.
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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) August 12, 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 Blvd., Suite 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 4.01 Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Independent Registered Public Accounting Firm

 

On August 12, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Unusual Machines, Inc. (the “Company”) approved the dismissal of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm, effective immediately.

 

The reports of Salberg on the Company’s financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2025 and 2024 and the subsequent interim period through August 12, 2026, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Salberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Salberg would have caused Salberg to make reference thereto in its reports on the financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has provided Salberg with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Salberg furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Salberg’s letter will be filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Appointment of New Independent Registered Public Accounting Firm

 

On August 12, 2026, following approval by the Audit Committee, the Company engaged Ernst & Young LLP (“EY”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through August 12, 2026 (the date of EY’s engagement), neither the Company nor anyone on its behalf consulted with EY regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by EY that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

 

 

 2 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 12, 2026, the Board of the Company approved and adopted an amendment (the “Third Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”) which became effective on August 12, 2026. Pursuant to the Third Amendment, Article III, Section 3.05 of Stockholder Quorum and Voting Requirements of the Bylaws was deleted and replaced in its entirety to amend the voting requirements for stockholder approval of actions, other than the election of directors, with such actions to be approved by the number of votes cast in favor of the action exceeding the number of votes cast in opposition to the action, unless a greater percentage is required by the Nevada Revised Statutes or a lesser percentage is required as provided in Section 3.05(c) of the Bylaws.

 

The foregoing description of the Third Amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Third Amendment to the Amended and Restated Bylaws
16.1   Letter from Salberg & Company, P.A.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 3 

 

 

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: August 12, 2026 By: /s/ Brian Hoff
  Name:

Brian Hoff

  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

 

Source: View Original Filing on SEC EDGAR

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