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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) February 25, 2025

 

Unusual Machines, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   333-270519   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 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 25, 2025, the 2025 Special Meeting of the Company was held. At the 2025 Special Meeting, the Company’s stockholders voted on (i) ratification of the appointment of Salberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 1); (ii) approval of a waiver of the provision that certain warrants are only exercisable 180 days after issuance (Proposal 2); and (iii) approval of an adjournment of the 2025 Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the 2025 Special Meeting to approve any of the proposals presented for a vote at the 2025 Special Meeting (Proposal 3), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 17, 2025.

 

Set forth below are the voting results on each matter submitted to the stockholders at the 2025 Special Meeting.

 

Proposal 1. The Company’s stockholders voted to ratify the appointment of Salberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

Votes For Votes Against Abstentions
7,794,841 120,634 108,280

 

Proposal 2. The Company’s stockholders voted to approve a waiver of the provision that certain warrants are only exercisable 180 days after issuance.

 

Votes For Votes Against Abstentions
2,921,261 118,918 21,271

 

As there were sufficient votes to approve proposals 1 and 2, proposal 3 was moot.

 

 

Item 8.01 Other Events.

 

On February 26, 2025, the Company issued 1,224,606 to various warrant holders who exercised their warrants at an exercise price of $1.99. The Company received gross proceeds in the aggregate amount of $2,436,966 as a result of the warrant exercises. The shares of common stock issued are fully registered under the Registration Statement on Form S-1 (SEC Registration Number 333-283494).

 

 

 

 

 

 2 

 

 

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: February 27, 2025 By: /s/ Brian Hoff
  Name: Brian Hoff
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

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Entity File Number 333-270519
Entity Registrant Name Unusual Machines, Inc.
Entity Central Index Key 0001956955
Entity Tax Identification Number 66-0927642
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 4677 L B McLeod Rd
Entity Address, Address Line Two Suite J
Entity Address, City or Town Orlando
Entity Address, State or Province FL
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Title of 12(b) Security Common Stock, $0.01
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Elected Not To Use the Extended Transition Period false
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