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