Unusual Machines Inc

Table of Contents

As filed with the Securities and Exchange Commission on September 11, 2024

Registration No. 333-_____

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

4677 L B McLeod Rd

Suite J

Orlando, FL 32811

(855) 921-4600

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

**Allan Evans

Chief Executive Officer

Unusual Machines, Inc.

4677 L B McLeod Rd

Suite J

Orlando, FL 32811

(855) 921-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Michael Harris, Esq.

Edward Schauder, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is declared effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 2024

UNUSUAL MACHINES, INC.

PROSPECTUS

7,080,038 Shares of Common stock

On August 21, 2024, Unusual Machines, Inc. (“Unusual Machines” or the “Company”) entered into two Exchange Agreements with two third-party accredited investors (each, a “Principal Selling Stockholder” and together the “Principal Seller Stockholders”), under which each Principal Selling Stockholders exchanged their respective 8% Promissory Notes (the “Old Notes”) for new 4% Convertible Promissory Notes (the “New Notes”), with an aggregate principal amount of $3,000,000. The New Notes reduced the outstanding principal amount previously owed by the Company by an aggregate of $1,000,000.

Pursuant to the terms of the Exchange Agreements, each Principal Selling Stockholder exchanged its Old Note for (i) the New Note, (ii) 105 shares of the newly-designated Series C Preferred Stock (the “Series C”), based on an exchange price of $1.59 per common share into which the Series C Preferred Stock is convertible into (the share price at the close of the market on August 20, 2024). The 105 Series C is convertible into 315,000 shares of the Company’s common stock, and (iii) five-year warrants exercisable for 315,000 shares of the Company’s common stock with an exercise price of $1.99 per share, subject to adjustments as set forth in the warrants (the “Warrants”).

On February 16, 2024, the Company closed its Initial Public Offering (the “IPO”) of 1,250,000 shares of common stock at a public offering price of $4.00 per share. Simultaneous with the closing of the IPO, the Company acquired Fat Shark Ltd. (“Fat Shark”) and Rotor Riot, LLC (“Rotor Riot”) from Red Cat Holdings, Inc. (“Red Cat”). In connection with the consummation of the IPO, we issued our underwriter, Dominari Securities, LLC (the “Representative Selling Stockholder”) a warrant to purchase 62,500 shares of our common stock (the “Representative Warrant”).

This Prospectus relates to the offering and resale by the Principal Selling Stockholders, of 7,017,538 shares of our common stock (the “Principal Selling Stockholder Shares”) comprised of (i) 630,000 shares issuable upon the full conversion of the Series C, (ii) 630,000 shares issuable upon the full exercise of the Warrants, (iii) 1,507,538 shares issuable upon the full conversion of the New Notes, and (iv) 4,250,000 shares issuable upon the full conversion of the Company’s Series A Convertible Preferred Stock that is also held by the Principal Selling Stockholders that they acquired from Red Cat on July 22, 2024 in a private transaction. This Prospectus also relates to the offering and resale by the Representative Selling Stockholder of 62,500 shares (the “Representative Shares”) of our common stock issuable upon the exercise of the Representative Warrant.

We are obligated to register the Principal Selling Stockholders Shares pursuant to a Registration Rights Agreement that we entered into with each Principal Stockholder on August 21, 2024. Pursuant to an Underwriting Agreement entered into by the Company and the Representative Stockholder on February 13, 2024, we are obligated to register the Representative Shares. In this Prospectus we refer to the Principal Selling Stockholders and the Representative Selling Stockholders collectively as the “Selling Stockholders” of up to 7,080,038 shares of our common stock (the “Shares”). The Principal Selling Stockholder Shares and the Representative Shares are also collectively referred to herein as the “Securities.”

The Company is not selling any securities in this offering, and therefore will not receive any proceeds from the sale of the Securities by the Selling Stockholders.

We have agreed to pay the expenses of the registration of the Shares offered and sold under the Registration Statement by the Selling Stockholders. Each Selling Stockholder will pay any commissions or discounts applicable to the Shares it sells.

Our common stock is traded on the New York Stock Exchange American (“NYSE American”) under the symbol “UMAC.” On September 10, 2024, the last reported sale price of our common stock on the NYSE American was $1.67.

Investing in our securities involves various risks. See “Risk Factors” beginning on page 6 of this Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is ___________ __, 2024