0001554795-24-000024.txt : 20240222 0001554795-24-000024.hdr.sgml : 20240222 20240222205857 ACCESSION NUMBER: 0001554795-24-000024 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240222 DATE AS OF CHANGE: 20240222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Red Cat Holdings, Inc. CENTRAL INDEX KEY: 0000748268 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41961 FILM NUMBER: 24666997 BUSINESS ADDRESS: STREET 1: 15 AVE. MUNOZ RIVERA STREET 2: STE 2200 CITY: SAN JUAN STATE: PR ZIP: 00901-2510 BUSINESS PHONE: 833-373-3228 MAIL ADDRESS: STREET 1: 15 AVE. MUNOZ RIVERA STREET 2: STE 2200 CITY: SAN JUAN STATE: PR ZIP: 00901-2510 FORMER NAME: FORMER CONFORMED NAME: TimefireVR Inc. DATE OF NAME CHANGE: 20161121 FORMER NAME: FORMER CONFORMED NAME: EnergyTEK Corp. DATE OF NAME CHANGE: 20140723 FORMER NAME: FORMER CONFORMED NAME: BROADLEAF CAPITAL PARTNERS INC DATE OF NAME CHANGE: 20040928 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Unusual Machines, Inc. CENTRAL INDEX KEY: 0001956955 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 660927642 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 151 CALLE DE SAN FRANCISCO STREET 2: STE 200 PMB 2106 CITY: SAN JUAN STATE: PR ZIP: 00901-1607 BUSINESS PHONE: 720-383-8983 MAIL ADDRESS: STREET 1: 151 CALLE DE SAN FRANCISCO STREET 2: STE 200 PMB 2106 CITY: SAN JUAN STATE: PR ZIP: 00901-1607 3 1 ownership.xml X0206 3 2024-02-16 0 0001956955 Unusual Machines, Inc. UMAC 0000748268 Red Cat Holdings, Inc. 15 AVE. MUNOZ RIVERA STE 2200 SAN JUAN PR 00901-2510 PUERTO RICO 0 0 1 0 Common Stock 4250000 D 8% Promissory Note 2025-08-16 8% Promissory Note D The Reporting Person's board of directors, as of the date of this Form 3, is comprised of Jeffrey Thompson, Joseph Freedman, Christopher Moe and Nicholas Liuzza. With the exception of Mr. Thompson, who shall abstain from voting on any board actions regarding shares of the issuer, the board of directors of the Reporting Person holds shared voting power and investment power for the shares of common stock. These individuals are not deemed to beneficially own the common stock held by the Reporting Person. Does not include shares of common stock underlying a $2 million convertible note which is subject to a 4.99% beneficial ownership limitation. On February 16, 2024, the Reporting Person acquired a Promissory Note in the principal amount of $2 million (the "Note"). The Note bears interest at 8% per annum. Interest is payable monthly in arrears on the 15th day of each month commencing on the next month following the original issue date of the Note. The principal amount of the note is payable in a lump sum on the 18 month anniversary of issuance date. In the event of a qualified financing of debt or equity where the issuer receives net proceeds of $5.0 million in one or more related transactions, the Reporting Person may require the issuer to repay the Note with accrued interest thereon in cash. Upon an event of default, the Reporting Person may require the issuer to convert the Note into shares of our common stock, subject to a 4.99% beneficial ownership limitation set forth in the Note, at a conversion price equal to 90% of the 10 day average VWAP (as defined in the Note) prior to the conversion date. /s/ Jeffrey Thompson, as Chief Executive Officer 2024-02-23