UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported)
(Exact name of registrant as specified in its charter)
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| of incorporation) | File Number) | Identification No.) |
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
On December 2, 2024, Unusual Machines, Inc. (the “Company”) issued 125,000 shares of the Company’s common stock to an accredited investor in connection with the conversion of $248,750 of a 4% Convertible Promissory Note due November 30, 2025 at a conversion price of $1.99. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
On December 3, 2024, the Company issued 315,000 shares of the Company’s common stock to an accredited investor in connection with a warrant exercise of 315,000 warrant shares at an exercise price of $1.99. The Company received cash proceeds of $626,850 related to the warrant exercise. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
On December 3, 2024, the Company issued 315,000 shares of the Company’s common stock to an accredited investor in connection with a conversion of 105 shares of the Company’s Series C Convertible Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
On December 3, 2024, the Company issued 470,135 shares of the Company’s common stock to an accredited investor in connection with conversions in the aggregate amount of $935,568.14 of a 4% Convertible Promissory Note due November 30, 2025 at a conversion price of $1.99. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
On December 4, 2024, the Company issued an accredited investor 428,000 shares of the Company’s common stock in connection with a conversion of 428 shares of the Company’s Series A Convertible Preferred Stock and 315,000 shares of the Company’s common stock in connection with a conversion of 105 shares of the Company’s Series C Convertible Preferred Stock. The issuances were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
On December 5, 2024, the Company issued 315,000 shares of the Company’s common stock to an accredited investor in connection with a warrant exercise of 315,000 warrant shares at an exercise price of $1.99. The Company received cash proceeds of $626,850 related to the warrant exercise. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
Item 8.01 Other Events.
As a result of the conversions and exercises described in Item 3.02 above, all of the Company’s $3.0 million of indebtedness pursuant to the two notes referenced above has been eliminated and all outstanding shares of the Company’s preferred stock have been converted into shares of the Company’s common stock. In addition, other than 8,500 warrants issued in connection with our IPO and the warrants issued in connection with the private placement that was consummated on November 27, 2024, all other outstanding warrants have been exercised and the Company received cash proceeds in the aggregate amount of $1,523,700.
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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: December 6, 2024 | By: | /s/ Brian Hoff |
| Name: | Brian Hoff | |
| Title: | Chief Financial Officer | |
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