Unusual Machines SEC Filings

UMAC$91,000. The table shows 36,875,549 shares of common stock outstanding, providing context for the planned sale size.

The securities to be sold were acquired as restricted stock units from the issuer as compensation. One grant covers 8,334 shares dated 05/19/2025 and another covers 2,308 shares dated 08/19/2025, with payment noted as compensation on 11/20/2025. The signer represents that they are not aware of undisclosed material adverse information about the issuer’s current or prospective operations.

UMAC filed a Form 144 notice indicating that shareholder Andrew Ross Camden may sell up to 8,750 shares of common stock through Maxim Group on the NYSE American, with an aggregate market value of $77,700.00. The filing notes that 36,875,549 shares of common stock were outstanding.

Camden previously acquired 100,000 shares of common stock on 02/03/2025 via restricted stock units from the issuer as compensation, with a payment date of 11/20/2025. Over the past three months, he sold 8,750 shares for $85,468.00 on 08/20/2025 and 35,000 shares for $356,187.00 on 08/21/2025.

Brian Joseph Hoff filed a Form 144 notice to sell 8,750 shares of UMAC common stock through Maxim Group on the NYSE American, with an aggregate market value of $77,700.00. The filing notes that UMAC had 36,875,549 shares outstanding of common stock.

The shares to be sold relate to 100,000 common shares acquired from the issuer as restricted stock units on 02/03/2025, with compensation listed as the nature of payment dated 11/20/2025. During the prior three months, Hoff sold 8,750 shares of common stock on 08/20/2025 for gross proceeds of $85,468.00 and 33,750 shares on 08/21/2025 for gross proceeds of $343,465.00.

Unusual Machines, Inc. (UMAC) invested $25,000,000 in XTI Aerospace through a private placement. The company purchased 25,000 shares of XTI’s newly designated Series 10 Convertible Preferred Stock for an aggregate subscription amount of $25,000,000.

Before closing, Unusual Machines advanced $10,500,000 to XTI on November 10, 2025, which was applied to the subscription at closing. If converting the preferred or receiving dividends would exceed a Beneficial Ownership Limitation, Unusual Machines may elect to receive pre-funded warrants (exercise price $0.001 per share, immediately exercisable and deemed prepaid) or have shares held in abeyance.

XTI agreed to file a registration statement for the resale of the common shares underlying the preferred and any pre-funded warrants within 90 days of closing, use commercially reasonable efforts to have it declared effective within 60 days (or 90 days if reviewed), and keep it effective until Unusual Machines no longer holds the securities or the shares are saleable under Rule 144.

Unusual Machines, Inc. reported an administrative update. The company filed an 8-K stating it furnished a press release containing a shareholder letter related to its Form 10‑Q for the quarter ended September 30, 2025. The release is attached as Exhibit 99.1.

The information in this item is furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference into other filings.

Unusual Machines (UMAC) reported Q3 2025 results, showing a shift to profitability for the quarter alongside a stronger balance sheet. Revenue was $2,134,588 with gross margin of $840,388. The company recorded net income of $1,603,465, largely aided by unrealized gains in short‑term investments of $5,849,713 and interest income. For the first nine months, revenue reached $6,300,857 and the company posted a net loss of $8,627,553 as operating expenses increased with growth investments.

Liquidity expanded meaningfully: cash and cash equivalents were $64,285,750 and short‑term investments were $16,849,713, bringing total cash and investments to $81,135,465. Net cash from financing activities was $84,378,076 year‑to‑date, reflecting public equity raises and warrant/option exercises. Deferred revenue rose to $1,518,736, signaling orders not yet fulfilled.

UMAC closed the acquisition of Rotor Lab on September 3, 2025 for initial consideration valued at $5,922,911, with up to $3,000,000 in contingent consideration. Shares outstanding were 31,568,949 at September 30, 2025.

Unusual Machines, Inc. (UMAC) entered into a new facility lease. The company signed a Lease Agreement to occupy approximately 25,000 rentable square feet for drone headset manufacturing. The site is located near its current headquarters and drone motor manufacturing facility in Orlando, Florida. The lease is expected to commence on December 1, 2025, and terminate on December 31, 2030.

The company also furnished a press release dated November 5, 2025, as Exhibit 99.1 under Regulation FD. The disclosure was presented under Item 8.01 (Other Events), indicating an operational expansion of manufacturing footprint aligned with its Orlando base.

Unusual Machines (UMAC) called its 2025 annual meeting for 11:00 a.m. ET on December 1, 2025, to be held virtually via live webcast with no in‑person component. Stockholders will vote on two items: electing five directors for one‑year terms and approving a potential adjournment to solicit additional proxies if needed.

The record date is October 6, 2025, with 33,101,445 shares of common stock outstanding and entitled to one vote per share. A quorum requires one‑third of the voting power present in person or by proxy. Directors are elected by plurality; the adjournment proposal requires a majority of shares present and entitled to vote. Brokers may exercise discretion on the adjournment item but not on director elections. The Board recommends voting FOR both proposals. The nominee slate includes Allan Evans (CEO/Chair), Cristina A. Colón, Robert Lowry, Sanford Rich, and Jeffrey Thompson.