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Unusual Machines, Inc.

For the period ended Dec 31, 2024. Filed Mar 27, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 27, 2025

UMAC$12.59-6.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

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 F-1 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
1.1Form of Underwriting Agreement, dated February 14, 2024, by and between Unusual Machines, Inc. and Dominari Securities, LLC +8-K1.12/16/24
2.1Agreement and Plan of Merger by and between Unusual machines, Inc., a Puerto Rico corporation and Unusual machines, Inc., a Nevada corporation8-K2.14/23/24
3.1Articles of Incorporation8-K3.14/23/24
3.2Amended and Restated Bylaws8-K3.110/8/24
3.2(a)Amendment No. to Amended and Restated Bylaws8-K3.12/5/25
3.3Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock8-K3.17/22/24
3.4Certificate of Designation of Series B Convertible Preferred Stock8-K3.34/23/24
3.5Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock8-K3.18/22/24
4.1Form of 8% Promissory Note +8-K4.17/22/24
4.2Revised Form of Representatives WarrantS-1/A10.72/1/24
4.4Description of Securities10-K4.73/22/24
10.1Share Purchase Agreement +S-110.13/14/23
10.1(a)Amended and Restated Amendment No. 1 to Share Purchase AgreementS-1/A10.25/3/23
10.1(b)Amendment No. 2 to Share Purchase AgreementS-1/A10.38/7/23
10.1(c)Amendment No. 3 to Share Purchase AgreementS-1/A10.49/19/23
10.1(d)Amendment No. 4 to Share Purchase AgreementS-1/A10.512/15/23
10.2Security AgreementS-110.33/14/23
10.3Employment Agreement with Brian Hoff #+S-110.63/14/23
10.3(a)Form of Amendment No. 1 to the Employment Agreement with Brian Hoff #S-1/A10.11A8/7/23
10.4Form of Patent AssignmentS-1/A10.68/7/23
10.5Form of Trademark AssignmentS-1/A10.78/7/23
10.6Form of Restricted Stock Unit AgreementS-1/A10.188/7/23
10.7Amended 2022 Equity Incentive Plan #S-1/A10.1112/15/23
10.8Employment Offer Letter with Dr. Allan Evans #S-1/A10.2112/15/23
10.9Brandon Torres Declet Termination and Release AgreementS-1/A10.2212/15/23
10.10Form of Lock-up AgreementS-1/A10.142/1/24
10.11Form of Lock-up Agreement – Jeffrey ThompsonS-1/A10.152/1/24
10.12Allan Evans Non-Compete Agreement8-K10.92/22/24
10.13Management Services Agreement #8-K10.15/6/24
10.14Form of Restricted Stock Agreement8-K10.25/6/24
10.15Form of Exchange Agreement +8-K10.17/22/24
10.16Form of Closing Date working Capital Agreement and Consent +8-K10.27/22/24
10.17Form of Restricted Stock Agreement8-K10.17/31/24
10.184% Convertible Promissory Note – Titan Multi-Strategy Fund I, Ltd.S-110.209/11/24
10.194% Convertible Promissory Note – Eleven Ventures LLC +S-110.219/11/24
10.20Common Stock Purchase Warrant – Titan Multi-Strategy Fund I, Ltd. +S-110.229/11/24
10.21Common Stock Purchase Warrant - Eleven Ventures LLC +S-110.239/11/24
10.22Exchange Agreement – Titan Multi-Strategy Fund I, Ltd. +S-110.249/11/24
10.23Exchange Agreement – Eleven Ventures LLC +S-110.259/11/24
10.24Registration Rights Agreement – Titan Multi-Strategy Fund I, Ltd. +S-110.269/11/24
10.25Registration Rights Agreement – Eleven Ventures LLC +S-110.279/11/24
10.26Letter Agreement - Titan Multi-Strategy Fund I, Ltd.8-K10.110/8/24
10.27Letter Agreement - Eleven Ventures LLC8-K10.210/8/24
10.28Amendment No.1 to 2022 Equity Incentive Plan, as amended #8-K10.310/8/24
10.29Form of Restricted Stock Agreement8-K10.110/24/24
10.30Form of Securities Purchase Agreement8-K10.110/30/24
10.31Placement Agency Agreement8-K10.210/30/24
10.32Registration Rights Agreement8-K10.310/30/24
10.33Form of Common Stock Purchase Warrant8-K10.410/30/24
10.34Form of Placement Agent Warrant8-K10.510/30/24
10.35Form of Lock-up Agreement8-K10.610/30/24
10.36Form of Restricted Stock Agreement8-K10.111/7/24
10.37Form of Advisory AgreementS-110.2811/27/24
10.38Form of Restricted Stock Agreement8-K10.11/16/25
10.39Agreement and Plan of Merger and Reorganization dated February 1, 20258-K10.12/4/25
14.1Code of EthicsS-1/A10.178/7/23
16.1Letter from Salberg & Company, P.A.8-K/A7.18/15/24
19.1Insider Trading Policy10-K19.13/22/24
21.1List of Subsidiaries10-K/A21.18/9/24
31.1Certification 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)
31.2Certification 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)
32.1Certification 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)
32.2Certification 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)
97.1Clawback Policy10-K97.13/22/24
101.INSInline XBRL Instance Document(1)
101.SCHInline XBRL Taxonomy Extension Schema(1)
101.CALInline XBRL Taxonomy Extension Calculation Linkbase(1)
101.DEFInline XBRL Taxonomy Extension Definition Linkbase(1)
101.LABInline XBRL Taxonomy Extension Label Linkbase(1)
101.PREInline XBRL Taxonomy Extension Presentation Linkbase(1)
104Cover 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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