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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 3, 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: (855) 921-4600

 

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 3.02 Unregistered Sales of Equity Securities.

 

The information contained below in Item 5.02 is incorporated by reference into this Item 3.02.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

 

On February 3, 2025, the Company issued the Company’s executive officers listed in the table below shares of restricted common stock. The shares of restricted common stock vest in equal quarterly increments over a one-year period, with the first two quarters vesting on May 19, 2025. The grants were exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved by the Compensation Committee of the Board of Directors of the Company, which is comprised of three non-employee directors in accordance with Rule 16b-3(d). The shares of restricted common stock were granted under the Company’s 2022 Equity Incentive Plan, as amended, and are subject to each officer executing the Company’s standard Restricted Stock Agreement.

 

Officer Amount of Restricted
Common Stock
Allan Evans (1) 200,000
Brian Hoff 100,000
Andrew Camden 100,000
(1)Shares issued to 8 Consulting LLC, an entity of which Dr. Allan Evans, the Company’s Chief Executive Officer, is the sole owner with voting and dispositive power.

 

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

 

On February 3, 2025, the Board of Directors of the Company approved amending the Company’s Amended and Restated Bylaws to allow for an adjournment of a meeting by a majority of a majority of the voting shares represented at the meeting, whether or not a quorum is present, to a date within 60 days from the record date (the “Amendment”).

 

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

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
3.1   Amendment No. 1 to Amended and Restated Bylaws
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 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 5, 2025 By: /s/ Brian Hoff
  Name: Brian Hoff
  Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Exhibit 3.1

 

Unusual Machines, Inc.

First Amendment to the Amended and Restated Bylaws

 

 

Article III, Section 3.05 Stockholder Quorum and Voting Requirements is hereby amended by adding the sentence below at the end:

 

The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, to a date within 60 days from the record date.

 

 

Effective: February 3, 2025

 

 

 

 

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Document Period End Date Feb. 03, 2025
Current Fiscal Year End Date --12-31
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
Entity Address, Postal Zip Code 32811
City Area Code (855)
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Title of 12(b) Security Common Stock, $0.01
Trading Symbol UMAC
Security Exchange Name NYSEAMER
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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