Unusual Machines, Inc. 10-Q

Item 5. Other Information On August 28, 2025, the Company entered into 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 of the Company’s common stock (the “Shares”). This is commonly referred to as an At-the-Market transaction. The Sales 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 415 of the Securities Act, including without limitation sales made directly on or through the NYSE American, the trading market for the Company’s common stock, or any other existing trading market in the United States for the Company’s common stock, sales made to or through a dealer other than on an exchange or otherwise, sales made directly to Jones as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Jones will use commercially reasonable efforts to sell on our behalf all the Shares requested to be sold by us, consistent with its normal trading and sales practices, subject to the terms of the Agreement. Under the Agreement, Jones will be entitled to compensation of 3.0% of the gross proceeds from the sales of the Shares sold under the agreement. In addition, we have agreed to reimburse Jones for the fees and disbursements of its counsel, in an amount not to exceed $55,000. In addition, we shall reimburse Jones for legal fees of its counsel up to $3,750 for each quarterly due diligence update. As of November 6, 2025, we have raised approximately $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. On May 13, 2025, 8 Consulting LLC (“8CL”), a company whose sole member is Dr. Evans, our Chief Executive Officer and the Chairman of our Board of Directors, modified his Rule 10b5-1 plan (the “Plan”) so that, notwithstanding any contrary provision under the 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 related agreement prior to November 20, 2025. During the quarter ended September 30, 2025, no other director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. Item 6. Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this 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 1.2 Capital on Demand TM Sales Agreement 8-K 1.1 8/29/25 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. 1 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 Revised Form of Representatives Warrant S-1/A 10.7 2/1/24 4.2 Form of Representatives Warrant 8-K 4.1 2/16/24 4.3 Placement Agent Warrant, issued to Dominari Securities LLC 8-K 4.1 5/7/25 10.1 Form of Lock-up Agreement S-1/A 10.14 2/1/24 42 10.2 Form of Lock-up Agreement – Jeffrey Thompson S-1/A 10.15 2/1/24 10.3 Allan Evans Non-Compete Agreement 8-K 10.9 2/22/24 10.4 Management Services Agreement # 8-K 10.1 5/6/24 10.5 Form of Restricted Stock Agreement 8-K 10.2 5/6/24 10.6 Form of Restricted Stock Agreement 8-K 10.1 1/16/25 10.7 Agreement and Plan of Merger and Reorganization dated February 1, 2025 8-K 10.1 2/4/25 10.8 Placement Agency Agreement, dated as of May 5, 2025, by and between Unusual Machines, Inc. and Dominari Securities, LLC 8-K 10.1 5/7/25 10.9 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 10-Q 10.9 5/8/25 10.10 Form of Restricted Stock Agreement 8-K 10.1 5/21/25 10.11 Lease Agreement, dated June 4, 2025, between Unusual Machines, Inc. and Icon FL Orlando Industrial Owner Pool 5 GA/FL, LLC 8-K 10.1 6/10/25 10.12 Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025 8-K 10.1 6/13/25 10.13 Form of Securities Purchase Agreement 8-K 10.1 7/15/25 10.14 Placement Agency Agreement 8-K 10.2 7/15/25 10.15 Placement Agent Warrant, issued to Dominari Securities LLC 8-K 10.3 7/15/25 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) 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. 43 SIGNATURES Pursuant to the requirements 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 the undersigned, thereunto duly authorized. Unusual Machines, Inc. By: /s/ Allan Evans Allan Evans Chief Executive Officer (Principal Executive Officer) By: /s/ Brian Hoff Brian Hoff Chief Financial Officer Date: November 6, 2025 44