Unusual Machines Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As of September 3, 2025 (“the Closing Date”), Unusual Machines, Inc. (the “Company”) acquired 100% of the capital stock of Rotor Lab Pty Ltd, an Australian company (“Rotor Lab”) from its existing shareholders Andrew Robert Simpson (“Simpson”) and Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as a trustee for Vella Hardjadinata Family Trust (“VHC”), (collectively the “Sellers”) in exchange for 656,642 shares of the Company’s common stock, calculated in accordance with the terms of the Agreement (the “Initial Consideration”), plus Earnout Consideration (as defined in the Agreement) of up to $3,000,000 worth of shares of common stock. The Company and Rotor Lab had previously entered into a Share purchase agreement dated June 12, 2025, as amended (the “Purchase Agreement”). The Purchase Agreement contained, among other terms, the terms and conditions required to consummate the acquisitions and contained customary representations and warranties.
On the Closing Date, the Company issued the Sellers the Initial Consideration. As agreed in the Purchase Agreement, for one year following the Closing Date, a total of 131,328 shares of the Initial Consideration for the Sellers will be subject to possible forfeiture in the event of a breach of representations and warranties and indemnification.
In accord with the Purchase Agreement, the Initial Consideration was issued 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 “SEC”) and declared effective by the SEC on April 21, 2025, and a Prospectus Supplement filed with the SEC dated September 2, 2025.
Rotor Lab will continue as a wholly-owned subsidiary of the Company and will be used as an engineering hub for motor design and prototyping, complementing the Company’s U.S. manufacturing operations. The sellers have agreed to be bound by two-year non-compete periods following the Closing Date The foregoing description of the Agreement is a summary only and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On September 4, 2025, the Company issued a press release announcing that it had consummated the acquisition described in Item 2.01 of this Current Report. The Company’s press release is filed as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Rotor Lab Pty Ltd Share Purchase Agreement, dated June 12, 2025* | |
| 99.1 | Press Release dated September 4, 2025, regarding the Company entering into the Share Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously filed an Exhibit 10.1 to the Company’s 8-K report, filed June 13, 2025 (File No. 333-270519).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Unusual Machines, Inc. | ||
| Date: September 9, 2025 | By: | /s/ Allan Evans |
| Name: | Allan Evans | |
| Title: | Chief Executive Officer | |
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