Unusual Machines Inc

On April 30, 2024, the Company issued 937,249 of restricted shares of our common stock to our executive officers and board members under our 2022 Equity Incentive Plan. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act and Rule 506(b) thereunder.

On May 2, 2024, the Company issued 40,650 of restricted shares of our common stock to our chief executive officer under our 2022 Equity Incentive Plan. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act. We do not anticipate any significant cost increases post the

On May 17, 2024, the Company issued 75,000 shares of our common stock to an accredited investor in connection with a conversion of 15 shares of our Series B Convertible Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

On June 13, 2024, the Company issued 25,000 shares of our common stock to an accredited investor in connection with a conversion of 5 shares of our Series B Convertible Preferred Stock. The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.

Use of Proceeds

On February 13, 2024, the SEC declared effective our registration statement on Form S-1 (File No. 333-270519), as amended, filed in connection with our IPO. On February 16, 2024, we closed our IPO in which we sold 1,250,000 shares of our common stock, par value $0.01 per share (the “Shares”) at a public offering price of $4.00 per share, resulting in net proceeds of $4.5 million after deducting offering costs, underwriting discounts, and other commissions. We incurred and paid additional direct offering costs prior to the close of the IPO of $0.1 million during the six months ended June 30, 2024, and $0.5 million during the year ended December 31, 2023. We used $1.0 million of proceeds to pay for the acquisition of Fat Shark and Rotor Riot.

There has been no material change in the planned use of proceeds from our IPO from that described in the prospectus dated February 16, 2024, filed with the SEC pursuant to Rule 424(b)(1) under the Securities Act. As described in such prospectus, we have used IPO proceeds to pay $1.0 million to Red Cat related to the business combination and acquisition of Fat Shark and Rotor Riot and the remaining amount will be used for working capital and general corporate purposes.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the six months ended June 30, 2024.