Unusual Machines Inc
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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FY2023 · Filed Mar 22, 2024
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Item 15. Exhibits, Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
(a) 1.* Financial Statements*
For a list of the financial statements included herein, see Index to the Financial Statements on page 51 of this Annual Report, incorporated into this Item by reference.
2.* Financial Statement Schedules*
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto.
(b)* Exhibits*
The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein.
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Filed/Furnished Herewith | Form | Exhibit No. | Filing Date |
| 1.1 | Form of Underwriting Agreement, dated February 14, 2024, by and between Unusual Machines, Inc. and Dominari Securities, LLC + | 8-K | 1.1 | 2/16/24 | |
| 3.1 | Articles of Incorporation | S-1/A | 3.1 | 6/14/23 | |
| 3.1(a) | Certificate of Amendment – Reverse Stock Split | S-1/A | 3.1 | 8/7/23 | |
| 3.2 | Bylaws | S-1/A | 3.2 | 6/14/23 | |
| 4.1 | Senior Secured Convertible Promissory Note | S-1 | 4.1 | 3/14/23 | |
| 4.2 | Certificate of Designation of Series A Convertible Preferred Stock | S-1 | 4.2 | 3/14/23 | |
| 4.3 | Certificate of Designation of Series B Convertible Preferred Stock | S-1 | 4.3 | 3/14/23 | |
| 4.4 | Form of Promissory Note | S-1/A | 4.3 | 12/15/23 | |
| 4.5 | Revised Form of Representatives Warrant | S-1/A | 10.7 | 2/1/24 | |
| 4.6 | Form of Representatives Warrant | 8-K | 4.1 | 2/16/24 | |
| 4.7 | Description of Securities | (1) | |||
| 10.1 | Share Purchase Agreement+ | S-1 | 10.1 | 3/14/23 | |
| 10.1(a) | Amended and Restated Amendment No. 1 to Share Purchase Agreement | S-1/A | 10.2 | 5/3/23 | |
| 10.1(b) | Amendment No. 2 to Share Purchase Agreement | S-1/A | 10.3 | 8/7/23 | |
| 10.1(c) | Amendment No. 3 to Share Purchase Agreement | S-1/A | 10.4 | 9/19/23 | |
| 10.1(d) | Amendment No. 4 to Share Purchase Agreement | S-1/A | 10.5 | 12/15/23 | |
| 10.2 | Security Agreement | S-1 | 10.3 | 3/14/23 | |
| 10.3 | Employment Agreement with Brian Hoff #+ | S-1 | 10.6 | 3/14/23 | |
| 10.3(a) | Form of Amendment No. 1 to the to Employment Agreement with Brian Hoff # | S-1/A | 10.11A | 8/7/23 | |
| 10.4 | Form of Patent Assignment | S-1/A | 10.6 | 8/7/23 | |
| 10.5 | Form of Trademark Assignment | S-1/A | 10.7 | 8/7/23 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Filed/Furnished Herewith | Form | Exhibit No. | Filing Date |
| 10.6 | Form of Non-Compete Agreement | S-1/A | 10.8 | 8/7/23 | |
| 10.7 | Form of Restricted Stock Unit Agreement | S-1/A | 10.18 | 8/7/23 | |
| 10.8 | Revised Form of Registration Rights Agreement | S-1/A | 10.6 | 12/15/23 | |
| 10.9 | Amended 2022 Equity Incentive Plan # | S-1/A | 10.11 | 12/15/23 | |
| 10.10 | Employment Offer Letter with Dr. Allan Evans | S-1/A | 10.21 | 12/15/23 | |
| 10.11 | Brandon Torres Declet Termination and Release Agreement | S-1/A | 10.22 | 12/15/23 | |
| 10.12 | Form of Lock-up Agreement | S-1/A | 10.14 | 2/1/24 | |
| 10.13 | Form of Lock-up Agreement – Jeffrey Thompson | S-1/A | 10.15 | 2/1/24 | |
| 10.14 | Allan Evans Non-Compete Agreement | 8-K | 10.9 | 2/22/24 | |
| 14.1 | Code of Ethics | S-1/A | 10.17 | 8/7/23 | |
| 19.1 | Insider Trading Compliance Policy | (1) | |||
| 21.1 | List of Subsidiaries | S-1/A | 21.1 | 5/3/23 | |
| 31.1 | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | (1) | |||
| 31.2 | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | (1) | |||
| 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | (3) | |||
| 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | (3) | |||
| 97.1 | Clawback Policy | (1) | |||
| 101.INS | Inline XBRL Instance Document | (1) | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | (1) | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | (1) | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | (1) | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | (1) | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | (1) | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | (1) | |||
| + # | Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request. Indicates management contract or compensatory plan, contract or agreement. |
| (1) | Filed herein |
| (3) | Furnished herein. |
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