不寻常机器有限公司美股招股说明书(2025-05-06版)

8,000,000 Shares of Common Stock Placement Agent Warrants to purchase 640,000 shares of our Common Stock 640,000 Shares of Common Stock issuable upon the full exercise of the Placement Agent Warrants Unusual Machines, Inc. We are offering 8,000,000 shares of our Common Stock, par value $0.01 per share (the “Common Stock”). We refer to the sale of theCommon Stock as the “Offering.” Allan Evans, the Company’s Chief Executive Officer and three other members of the Company’s Board of Directors are purchasing anaggregate of 84,000shares of our Common Stock in the Offering on the same terms as the other investors. All of the Company’s Dominari Securities LLC (the “Placement Agent”) will act on a reasonable best-efforts basis and we agree and acknowledge that thereis no guarantee of the successful placement of the securities, or any portion thereof, in this Offering. As compensation for the servicesrendered, we will pay the Placement Agent (i) a transaction fee equal to eight percent (8%) of the gross proceeds of the aggregateamount of the Common Stock sold in the Offering payable at closing and (ii) warrants to purchase shares of our Common Stock equal Our Common Stock is traded on the NYSE American under the symbol “UMAC.” On May 2, 2025, the last reported sales price of ourCommon Stock on the NYSE American was $6.91 per share. Investing in our securities involves risks. You should read carefully and consider “Risk Factors” included in this prospectussupplement on page S-4 and in our accompanying prospectus beginning on page2before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined whether this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)Consists of a cash fee of eight percent (8.0%) of the aggregate gross proceeds in this Offering. In addition, we have agreed to payexpenses of legal counsel and other out-of-pocket expenses in an amount not to exceed $150,000. See “Plan of Distribution” on The Placement Agent expects to deliver the shares of the Common Stock on or about May 7, 2025. ExclusivePlacement AgentDominari Securities LLCThe date of this prospectus supplement is May 5, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of the Offering and also adds toand updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part consists of a prospectus dated April 21, 2025, included in theregistration statement on Form S-3 (No. 333-286413). Since the accompanying prospectus provides general information about us,some of the information may not apply to this Offering. This prospectus supplement describes the specific details regarding this Neither we nor the Placement Agent are making an offer to sell the securities in jurisdictions where the offer or sale is not permitted.The distribution of this prospectus supplement and the accompanying prospectus and the offer and sale of our securities in certainjurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement andthe accompanying prospectus must inform themselves about and observe any restrictions relating to the Offering of the securities and You should rely only on information contained in this prospectus supplement, the accompanying prospectus and thedocuments we incorporate by reference in this prospectus supplement. We have not authorized anyone to provide you withinformation that is different from that contained in this prospectus supplement. We are not Offering to sell or seeking offers tobuy shares of Common Stock in jurisdictions where offers and sales are not permitted. The information contained in this Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to the “Company,”“we,” “us,” “our” and “Unusual Machines” refer to Unusual Machines, Inc., a Nevada corporation, and its consolidated subsidiaries. This prospectus supplement contains summaries of certain provisions contained in some of the documents described herein, butreference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actualdocuments. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This prospectus supplement and the accompanying prospectus, including documents incorporated by reference into this prospectussupplement and the accompanying prospectus, contains forward-looking state