Other Information
−Removed: On May 13, 2025, 8 Consulting LLC (“8CL”),
−Removed: a company whose sole member is Dr.
−Removed: Evans, our Chief Executive Officer and the Chairman of our Board of Directors, modified his Rule 10b5-1
−Removed: plan (the “Plan”) so that, notwithstanding any contrary provision under the Plan and any related agreement, no sales of the
−Removed: Company’s common stock on behalf of 8CL shall be pursuant to the Plan and any related agreement prior to November 20, 2025 During
−Removed: the quarter ended June 30, 2025, no other director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1
−Removed: trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
+Added: On August 28, 2025, the Company entered into
+Added: a Sales Agreement with Jones, pursuant to which the Company may issue and sell over time and from time to time up to $300,000,000 of shares
+Added: of the Company’s common stock (the “Shares”).
+Added: This is commonly referred to as an At-the-Market transaction.
+Added: of the Shares, if any, may be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule
+Added: 415 of the Securities Act, including without limitation sales made directly on or through the NYSE American, the trading market for the
+Added: Company’s common stock, or any other existing trading market in the United States for the Company’s common stock, sales made
+Added: to or through a dealer other than on an exchange or otherwise, sales made directly to Jones as principal in negotiated transactions at
+Added: market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted
+Added: Jones will use commercially reasonable efforts to sell on our behalf all the Shares requested to be sold by us, consistent with
+Added: its normal trading and sales practices, subject to the terms of the Agreement.
+Added: Under the Agreement, Jones will be entitled to compensation
+Added: of 3.0% of the gross proceeds from the sales of the Shares sold under the agreement.
+Added: In addition, we have agreed to reimburse Jones for
+Added: the fees and disbursements of its counsel, in an amount not to exceed $55,000.
+Added: In addition, we shall reimburse Jones for legal fees of
+Added: its counsel up to $3,750 for each quarterly due diligence update.
+Added: As of November 6, 2025, we have raised approximately
+Added: $72.1 million in gross proceeds under the ATM and issued 4,666,600 shares of our common stock at an average price of $15.46 per share.
+Added: On May 13, 2025, 8
+Added: Consulting LLC (“8CL”), a company whose sole member is Dr.
+Added: Evans, our Chief Executive Officer and the Chairman of our
+Added: Board of Directors, modified his Rule 10b5-1 plan (the “Plan”) so that, notwithstanding any contrary provision under the
+Added: Plan and any related agreement, no sales of the Company’s common stock on behalf of 8CL shall be pursuant to the Plan and any
+Added: related agreement prior to November 20, 2025.
+Added: During the quarter ended September 30, 2025, no other director or officer adopted or
+Added: terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of
+Added: Regulation S-K.
The exhibits required
7 unchanged sentences
and Dominari Securities, LLC +
+Added: Capital on Demand TM Sales Agreement
Agreement and Plan of Merger by and between Unusual Machines, Inc., a Puerto Rico corporation and Unusual Machines, Inc., a Nevada corporation
37 unchanged sentences
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
−Removed: Certain schedules, appendices and exhibits to
−Removed: this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K.
−Removed: A copy of any omitted schedule and/or
−Removed: exhibit will be furnished supplementally to the SEC Staff upon request.
−Removed: Indicates management contract or compensatory
−Removed: plan, contract or agreement.
+Added: Certain schedules, appendices and exhibits to 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 exhibit will be furnished supplementally to the SEC Staff upon request.
+Added: Indicates management contract or compensatory plan, contract or agreement.
Furnished herein.
8 unchanged sentences
Chief Financial Officer
+Added: November 6, 2025
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.