Unusual Machines, Inc.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
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FY2024 · Filed Mar 27, 2025
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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 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 | ||||
| 1.1 | 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 |
| 2.1 | Agreement and Plan of Merger by and between Unusual machines, Inc., a Puerto Rico corporation and Unusual machines, Inc., a Nevada corporation | 8-K | 2.1 | 4/23/24 |
| 3.1 | Articles of Incorporation | 8-K | 3.1 | 4/23/24 |
| 3.2 | Amended and Restated Bylaws | 8-K | 3.1 | 10/8/24 |
| 3.2(a) | Amendment No. to Amended and Restated Bylaws | 8-K | 3.1 | 2/5/25 |
| 3.3 | Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock | 8-K | 3.1 | 7/22/24 |
| 3.4 | Certificate of Designation of Series B Convertible Preferred Stock | 8-K | 3.3 | 4/23/24 |
| 3.5 | Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock | 8-K | 3.1 | 8/22/24 |
| 4.1 | Form of 8% Promissory Note + | 8-K | 4.1 | 7/22/24 |
| 4.2 | Revised Form of Representatives Warrant | S-1/A | 10.7 | 2/1/24 |
| 4.4 | Description of Securities | 10-K | 4.7 | 3/22/24 |
| 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 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 |
| 10.6 | Form of Restricted Stock Unit Agreement | S-1/A | 10.18 | 8/7/23 |
| 10.7 | Amended 2022 Equity Incentive Plan # | S-1/A | 10.11 | 12/15/23 |
| 10.8 | Employment Offer Letter with Dr. Allan Evans # | S-1/A | 10.21 | 12/15/23 |
| 10.9 | Brandon Torres Declet Termination and Release Agreement | S-1/A | 10.22 | 12/15/23 |
| 10.10 | Form of Lock-up Agreement | S-1/A | 10.14 | 2/1/24 |
| 10.11 | Form of Lock-up Agreement – Jeffrey Thompson | S-1/A | 10.15 | 2/1/24 |
| 10.12 | Allan Evans Non-Compete Agreement | 8-K | 10.9 | 2/22/24 |
| 10.13 | Management Services Agreement # | 8-K | 10.1 | 5/6/24 |
| 10.14 | Form of Restricted Stock Agreement | 8-K | 10.2 | 5/6/24 |
| 10.15 | Form of Exchange Agreement + | 8-K | 10.1 | 7/22/24 |
| 10.16 | Form of Closing Date working Capital Agreement and Consent + | 8-K | 10.2 | 7/22/24 |
| 10.17 | Form of Restricted Stock Agreement | 8-K | 10.1 | 7/31/24 |
| 10.18 | 4% Convertible Promissory Note – Titan Multi-Strategy Fund I, Ltd. | S-1 | 10.20 | 9/11/24 |
| 10.19 | 4% Convertible Promissory Note – Eleven Ventures LLC + | S-1 | 10.21 | 9/11/24 |
| 10.20 | Common Stock Purchase Warrant – Titan Multi-Strategy Fund I, Ltd. + | S-1 | 10.22 | 9/11/24 |
| 10.21 | Common Stock Purchase Warrant - Eleven Ventures LLC + | S-1 | 10.23 | 9/11/24 |
| 10.22 | Exchange Agreement – Titan Multi-Strategy Fund I, Ltd. + | S-1 | 10.24 | 9/11/24 |
| 10.23 | Exchange Agreement – Eleven Ventures LLC + | S-1 | 10.25 | 9/11/24 |
| 10.24 | Registration Rights Agreement – Titan Multi-Strategy Fund I, Ltd. + | S-1 | 10.26 | 9/11/24 |
| 10.25 | Registration Rights Agreement – Eleven Ventures LLC + | S-1 | 10.27 | 9/11/24 |
| 10.26 | Letter Agreement - Titan Multi-Strategy Fund I, Ltd. | 8-K | 10.1 | 10/8/24 |
| 10.27 | Letter Agreement - Eleven Ventures LLC | 8-K | 10.2 | 10/8/24 |
| 10.28 | Amendment No.1 to 2022 Equity Incentive Plan, as amended # | 8-K | 10.3 | 10/8/24 |
| 10.29 | Form of Restricted Stock Agreement | 8-K | 10.1 | 10/24/24 |
| 10.30 | Form of Securities Purchase Agreement | 8-K | 10.1 | 10/30/24 |
| 10.31 | Placement Agency Agreement | 8-K | 10.2 | 10/30/24 |
| 10.32 | Registration Rights Agreement | 8-K | 10.3 | 10/30/24 |
| 10.33 | Form of Common Stock Purchase Warrant | 8-K | 10.4 | 10/30/24 |
| 10.34 | Form of Placement Agent Warrant | 8-K | 10.5 | 10/30/24 |
| 10.35 | Form of Lock-up Agreement | 8-K | 10.6 | 10/30/24 |
| 10.36 | Form of Restricted Stock Agreement | 8-K | 10.1 | 11/7/24 |
| 10.37 | Form of Advisory Agreement | S-1 | 10.28 | 11/27/24 |
| 10.38 | Form of Restricted Stock Agreement | 8-K | 10.1 | 1/16/25 |
| 10.39 | Agreement and Plan of Merger and Reorganization dated February 1, 2025 | 8-K | 10.1 | 2/4/25 |
| 14.1 | Code of Ethics | S-1/A | 10.17 | 8/7/23 | |
| 16.1 | Letter from Salberg & Company, P.A. | 8-K/A | 7.1 | 8/15/24 | |
| 19.1 | Insider Trading Policy | 10-K | 19.1 | 3/22/24 | |
| 21.1 | List of Subsidiaries | 10-K/A | 21.1 | 8/9/24 | |
| 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 | 10-K | 97.1 | 3/22/24 | |
| 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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