Unusual Machines Inc

Table of Contents

As filed with the Securities and Exchange Commission on November 27, 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.

Briana Reed, 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 November 27, 2024

UNUSUAL MACHINES, INC.

PROSPECTUS

3,577,568 Shares of Common stock

On October 30, 2024, Unusual Machines, Inc. (the “Company” or “Unusual Machines”) closed a financing in which it received gross proceeds of $1,955,000 before deducting fees to the placement agent and other offering expenses payable by the Company (the “Private Placement). In the Private Placement, the Company executed a Securities Purchase Agreements (the “Purchase Agreement”) with accredited investors (each, an “Investor” and together the “Investors”), under which the Investors purchased an aggregate of 1,286,184 units at a per unit purchase price of $1.52 per unit. Each unit consisted of one share of common stock, par value $0.01 per share (the “Common Stock”) and one warrant to purchase one share of the Company’s Common Stock at an exercise price of $1.99 per share (each an “Investor Warrant”) and collectively, the Investor Warrants”).

Allan Evans, the Company’s Chief Executive Officer and Sanford Rich and Robert Lowry, each a member of the Company’s Board of Directors, invested an aggregate of $250,000 in the Private Placement on identical terms to the other Investors. Subsequently, in accordance with the Rules of the NYSE American, these three directors increased their purchase price. See “The Private Placement”.

On October 29, 2024, as required by the Purchase Agreement, the Company also entered into a Placement Agency Agreement (the “PA Agreement”) with Dominari Securities LLC (the “Placement Agent”) to serve as the Placement Agent for the Offering.

Pursuant to the PA Agreement, the Company paid the Placement Agent, a cash fee equal to 8% of the gross proceeds raised in the Private Placement or $156,400 and warrants to purchase 102,895 shares of our Common Stock equal to 8% of the aggregate number of shares of Common Stock sold in the Offering (the “Placement Agent Warrants,” and together with the Investor Warrants, collectively, the “Warrants”). The Placement Agent Warrants have the same terms as the Investor Warrants.

In this Prospectus, we refer to each Investor, the Placement Agent and two of the Company’s officers as a “Selling Stockholder” and collectively, the “Selling Stockholders”.

This Prospectus relates to the offering and resale by the Selling Stockholders, of 3,577,568 shares of our Common Stock (the “Shares”) comprised of (i) 1,286,184 shares of our Common Stock from the Private Placement (ii) 602,305 shares of our Common Stock owned by the Company’s officers and directors, (iii) 1,389,079 shares issuable upon the full exercise of the Warrants from the Private Placement, and (iv) 300,000 shares of our common stock issued to three advisors of the Company pursuant to advisory agreements.

We are obligated to register the Shares and Warrants sold in the Private Placement pursuant to a Registration Rights Agreement that we entered into the holders of these securities on October 30, 2024. We are also registering the Shares offered by the Company’s officers and directors to permit them to pay income taxes stemming from grants of Shares and certain shares of our advisors in relation to a consulting agreement.

We refer to the Shares and Warrants together as the “Securities.” For a detailed description of each of the transactions in which the Selling Stockholders obtained the Securities being registered in the Prospectus and the terms of such 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. To the extent that Shares are issued upon a cash exercise of the Warrants, we will receive the proceeds. See “Use of Proceeds.”

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 NYSE American under the symbol “UMAC.” On November 25, 2024, the last reported sale price of our Common Stock on the NYSE American was $5.91.

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