Entry into a Material Definitive Agreement.

 

On March 19, 2026, Unusual Machines, Inc. (the "Company") entered into a Placement Agency Agreement (the "Agreement") with Dominari Securities LLC and JonesTrading Institutional Services LLC (combined together hereinafter referred to as the "Placement Agents"), relating to the confidentially marketed public offering (the "Offering") of 8,823,529 shares of the Company's common stock, at a price to the public of $17.00 per share. A copy of the Agreement is filed herewith as Exhibit 10.1. The Offering closed on March 23, 2026.

 

The Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agents, including for liabilities under the Securities Act of 1933 (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Agreement were made only for purposes of the Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement.

 

 

The gross proceeds to the Company from the sale of the shares of common stock was approximately $150 million, before deducting Placement Agents fees and expenses, and other estimated offering related expenses, payable by the Company. The Company intends to use the net proceeds of the Offering to acquire additional inventory, general corporate purposes and working capital.

 

The common stock was offered and sold pursuant to the Company's effective shelf registration statement on Form S-3 (Registration Statement No. 333-286413) filed with the Securities and Exchange Commission (the "Commission") on April 7, 2025, and declared effective by the Commission on April 21, 2025, as supplemented by the preliminary prospectus supplement, filed with the Commission on March 19, 2026, and a final prospectus supplement filed with the Commission on March 23, 2026.