Unusual Machines, Inc. (UMAC) SEC Filings, Aug-Oct 2025

Unusual Machines, Inc. filed a preliminary proxy statement for its upcoming annual meeting conducted virtually at www.virtualshareholdermeeting.com/UMAC2025. The meeting agenda includes the election of directors and a proposal to adjourn. Stockholders may vote online, by phone, by mail, or by attending the virtual meeting using the control number on their proxy card.

The filing sets advance notice deadlines for director nominations and Rule 14a-8 shareholder proposals (generally 120 days before the prior-year proxy release or the defined alternative timing). It lists named executive officers and directors with compensation items: restricted stock grants, option valuation disclosures under ASC 718, and bonus opportunity language including an annual bonus target of 50% of base salary and transaction/performance bonuses up to $125,000. Reported beneficial ownership shows executives and directors holding single-digit stakes (e.g., 374,225 shares, 1.1% for one officer) and notes 682,600 shares available for future issuance plus warrants totaling 990,000 shares tied to placement agents and offerings.

Unusual Machines, Inc. reported changes to compensation for its board and senior executives. The board approved annual pay of $160,000 for each non-management director, paid in equal quarterly installments, with each director able to elect cash or stock for each quarter by providing written notice at least 10 days before quarter-end. For the quarter ending September 30, 2025, that election may be made by October 10, 2025.

Effective October 1, 2025, the company increased annual salaries for senior management to $300,000 for Chief Executive Officer Dr. Allan Evans and $270,000 each for Chief Financial Officer Brian Hoff and Chief Operating Officer Andrew Camden.

Unusual Machines, Inc. filed a current report to let investors know it has furnished a new press release under Regulation FD. The press release, dated October 3, 2025, is attached as Exhibit 99.1, but the detailed contents of that release are not included in this text. The company also notes that this information is being furnished, not filed, which means it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other SEC filings.

Unusual Machines, Inc. filed a current report to state that it issued a press release on September 30, 2025. The company is furnishing this press release as Exhibit 99.1 under a Regulation FD disclosure item, which is used to share material information with all investors at the same time.

The company notes that the information in this section, including the press release, is being furnished rather than filed, meaning it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other securities law filings.

Unusual Machines, Inc. completed the acquisition of 100% of the capital stock of Australian company Rotor Lab Pty Ltd on September 3, 2025. The sellers, Andrew Robert Simpson and Vella Hardjadinata Corporation Pty Ltd as trustee for Vella Hardjadinata Family Trust, received 656,642 shares of Unusual Machines common stock as initial consideration, with potential additional earnout consideration of up to $3,000,000 in shares of common stock.

Of the initial consideration, 131,328 shares will be subject to possible forfeiture for one year after closing in the event of specified breaches and indemnification claims. The shares were issued under the company’s effective shelf registration statement on Form S-3 and a related prospectus supplement. Rotor Lab will operate as a wholly owned subsidiary serving as an engineering hub for motor design and prototyping, and the sellers have agreed to two-year non-compete periods following closing.

Unusual Machines, Inc. filed a prospectus supplement on Form 424B5 for resale of 656,642 shares of common stock by selling stockholders, increasing pro forma common shares to 31,105,199. The company will not receive proceeds from this resale offering. The prospectus supplement references substantial risk factors including potential manufacturing equipment defects, cost overruns on fixed-price orders, challenges establishing a drone motor manufacturing facility, supply chain and inventory management risks, cybersecurity and regulatory risks, and possible dilution from prior and future equity issuances. Pro forma adjustments also reflect a July 15, 2025 registered direct offering of 5,000,000 shares for net proceeds of approximately $44.9 million and additional equity grants and option exercise potential.

Unusual Machines, Inc. entered into a Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC, allowing it to issue and sell over time up to $300,000,000 of common stock through an at-the-market offering program. Shares may be sold on the NYSE American or other U.S. trading markets, to or through dealers, or directly to JonesTrading as principal using methods permitted by law. JonesTrading will use commercially reasonable efforts to sell the requested shares and will receive a 3.0% commission on gross proceeds from any sales.

The company will also reimburse JonesTrading up to $55,000 for initial counsel fees and up to $3,750 per quarter for ongoing due diligence legal updates. The shares are being offered under an effective Form S-3 shelf registration statement and a related prospectus supplement filed with the SEC, which together govern the detailed terms and disclosures for this at-the-market equity program.

Unusual Machines, Inc. (UMAC) is offering up to $300,000,000 of Common Stock, which at an assumed price of $10.25 per share would equal up to 29,268,293 shares. The prospectus lists 30,448,557 shares currently outstanding and states an illustrative post-offering outstanding share count of 59,774,071 (using $10.23 per share). Net tangible book value was $1.64 per share as of June 30, 2025. Proceeds are intended for working capital and general corporate purposes, though management retains broad discretion over their use. The supplement cross-references a multi-page Risk Factors section and details potential operational risks including manufacturing equipment defects, cost overruns on fixed-price orders, staffing and reporting challenges at the recently acquired Rotor Lab (including 656,642 shares issued as initial consideration), supply chain and inventory risks, competitive pressures, intellectual property risks, macroeconomic and cybersecurity risks. Specific offering mechanics, securities descriptions and plan-of-distribution methods are available in the prospectus supplement and incorporated documents.

Unusual Machines, Inc. filed a current report to let investors know it has released a new shareholder communication. On August 27, 2025, the company issued a press release that includes a Letter to Shareholders, which is provided as Exhibit 99.1 to this report.

The company clarifies that this shareholder letter and related press release are being furnished rather than filed under securities laws, meaning they are not subject to certain liability provisions and are not automatically incorporated into other Unusual Machines filings. The report is signed by Chief Executive Officer Allan Evans on behalf of the company.