Other Information
−Removed: During the quarter ended September 30, 2024,
−Removed: no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term
−Removed: is defined in Item 408(a) of Regulation S-K.
+Added: During the quarter ended March 31, 2025, no director
+Added: or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
+Added: Item 408(a) of Regulation S-K.
The exhibits required
10 unchanged sentences
Amended and Restated Bylaws
−Removed: Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock
+Added: Amendment No.
+Added: to Amended and Restated Bylaws
+Added: Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock
Certificate of Designation of Series B Convertible Preferred Stock
−Removed: Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock
−Removed: Form of 8% Promissory Note +
−Removed: Form of Exchange Agreement +
−Removed: Form of Closing Date working Capital Agreement and Consent +
+Added: Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock
+Added: Revised Form of Representatives Warrant
+Added: Form of Representatives Warrant
+Added: Placement Agent Warrant, issued to Dominari Securities LLC
+Added: Form of Lock-up Agreement
+Added: Form of Lock-up Agreement – Jeffrey Thompson
+Added: Allan Evans Non-Compete Agreement
+Added: Management Services Agreement #
Form of Restricted Stock Agreement
−Removed: 4% Convertible Promissory Note – Titan Multi-Strategy Fund I, Ltd.
−Removed: 4% Convertible Promissory Note – Eleven Ventures LLC +
−Removed: Common Stock Purchase Warrant – Titan Multi-Strategy Fund I, Ltd.
−Removed: Common Stock Purchase Warrant - Eleven Ventures LLC +
−Removed: Exchange Agreement – Titan Multi-Strategy Fund I, Ltd.
−Removed: Exchange Agreement – Eleven Ventures LLC +
−Removed: Registration Rights Agreement – Titan Multi-Strategy Fund I, Ltd.
−Removed: Registration Rights Agreement – Eleven Ventures LLC +
−Removed: Letter Agreement - Titan Multi-Strategy Fund I, Ltd.
−Removed: Letter Agreement - Eleven Ventures LLC
−Removed: Amendment No.1 to 2022 Equity Incentive Plan, as amended
Form of Restricted Stock Agreement
−Removed: Form of Securities Purchase Agreement
−Removed: P lacement Agency Agreement
−Removed: Registration Rights Agreement
−Removed: Form of Common Stock Purchase Warrant
−Removed: Form of Placement Agent Warrant
−Removed: Form of Lock-up Agreement
−Removed: Certification of Principal Executive Officer (302)
−Removed: Certification of Principal Financial Officer (302)
−Removed: Certification of Principal Executive Officer (906)
−Removed: Certification of Principal Financial Officer (906)
+Added: Agreement and Plan of Merger and Reorganization dated February 1, 2025
+Added: Placement Agency Agreement, dated as of May 5, 2025, by and between Unusual Machines, Inc.
+Added: and Dominari Securities, LLC
+Added: Amendment and Waiver to Merger Agreement, dated as of May 6, 2025, by and between Unusual Machines, Inc., Aloft Technologies, Inc., UMAC Merger Sub, Inc., Jon Hegranes and Josh Ziering
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
Inline XBRL Instance Document
5 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
−Removed: Certain schedules, appendices
−Removed: and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.
−Removed: A copy of any omitted
−Removed: schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request.
−Removed: Indicates management contract or compensatory plan, contract or agreement.
−Removed: This exhibit is
−Removed: being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601
−Removed: of Regulation S-K.
+Added: Certain schedules, appendices and exhibits to
+Added: this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.
+Added: A copy of any omitted schedule and/or
+Added: exhibit will be furnished supplementally to the SEC Staff upon request.
+Added: Indicates management contract or compensatory
+Added: plan, contract or agreement.
+Added: Furnished herein.
Pursuant to the requirements
−Removed: of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
−Removed: by the undersigned, thereunto duly authorized.
+Added: of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
+Added: the undersigned, thereunto duly authorized.
Unusual Machines, Inc.
4 unchanged sentences
Chief Financial Officer
−Removed: November 14, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.