What changed in this filing

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Item 5. Other Information

2026-05-14 compared with 2025-11-06 · 45 added, 70 removed, 22 unchanged (84% of the section changed)

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.

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

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.

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.

During the three months

ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any

contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation

S-K, except for Allan Evans, the Company’s Chief Executive Officer terminated his 10b5-1 Plan on March 16, 2026.

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

Filed/Furnished

Form of Underwriting Agreement, dated February 14, 2024, by and between Unusual Machines, Inc.

and Dominari Securities, LLC +

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

Articles of Incorporation

Amended and Restated Bylaws

Amendment No.

on DemandTM Sales Agreement

and Plan of Merger by and between Unusual machines, Inc., a Puerto Rico corporation and Unusual machines, Inc., a Nevada corporation

of Incorporation

and Restated Bylaws

1 to Amended and Restated Bylaws

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

Certificate of Designation of Series B Convertible Preferred Stock

Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock

Revised Form of Representatives Warrant

Form of Representatives Warrant

Placement Agent Warrant, issued to Dominari Securities LLC

Form of Lock-up Agreement

Form of Lock-up Agreement – Jeffrey Thompson

Allan Evans Non-Compete Agreement

Management Services Agreement #

Form of Restricted Stock Agreement

Agreement and Plan of Merger and Reorganization dated February 1, 2025

Placement Agency Agreement, dated as of May 5, 2025, by and between Unusual Machines, Inc.

Amendment to the Amended and Restated Bylaws

of Designations, Preferences and Rights of Series A Convertible Preferred Stock

of Withdrawal for Series A Convertible Preferred Stock

of Designation of Series B Convertible Preferred Stock

of Withdrawal for Series B Convertible Preferred Stock

of Designations, Preferences and Rights of Series C Convertible Preferred Stock

of Withdrawal for Series C Convertible Preferred Stock

Agent Warrant, issued to Dominari Securities LLC

and Plan of Merger and Reorganization dated February 1, 2025

Agency Agreement, dated as of May 5, 2025, by and between Unusual Machines, Inc.

and Dominari Securities, LLC

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

Form of Restricted Stock Agreement

Lease Agreement, dated June 4, 2025, between Unusual Machines, Inc.

of Restricted Stock Agreement

Agreement, dated June 4, 2025, between Unusual Machines, Inc.

and Icon FL Orlando Industrial Owner Pool 5 GA/FL, LLC

Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025

Form of Securities Purchase Agreement

Placement Agency Agreement

Placement Agent Warrant, issued to Dominari Securities LLC

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.

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.

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.

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.

Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025

of Securities Purchase Agreement

Agency Agreement

Agent Warrant, issued to Dominari Securities LLC

and Restated 2022 Equity Incentive Plan #

Agency Agreement, dated as of March 19, 2026, by and among Unusual Machines, Inc., Dominari Securities, LLC and JonesTrading Institutional

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

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

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

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)

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.

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.

Furnished herein.

8 unchanged sentences

Chief Financial Officer

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.

What changed 10-Q

Item 5. Other Information