不寻常机器有限公司美股招股说明书(2025-05-06版)

640,000 Shares of Common Stock issuable upon the full exercise of the Placement Agent Warrants Dominari Securities LLC (the “Placement Agent”) will act on a reasonable best-efforts basis and we agree and acknowledge that there rendered, 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 equalto eight percent (8%) of the shares of Common Stock sold in the Offering (the “Placement Agent Warrants”). The Placement AgentWarrants shall have an exercise price of $5.00 per warrant, be non-tradeable and expire two years from the date of issuance. For more 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. securities or determined whether this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. pageS-10for a description of compensation payable to the Placement Agent.The Placement Agent expects to deliver the shares of the Common Stock on or about May 7, 2025. Dominari Securities LLC The date of this prospectus supplement is May 5, 2025. PROSPECTUS SUPPLEMENT DESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSCERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BYLAWSPLAN OF DISTRIBUTIONLEGAL MATTERS and 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, Offering. Generally, when we refer to the “prospectus,” we are referring to both parts of this document. Additional information isincorporated by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with theaccompanying prospectus, you should rely on this prospectus supplement. You should read this prospectus supplement, theaccompanying prospectus and any information incorporated by reference before you make any investment decision. 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 with information 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 thisprospectus supplement and the accompanying prospectus supplement is accurate only as of their respective dates, regardless ofthe time of delivery of this prospectus supplement or of any sale of our Common Stock.Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to the “Company,” documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference asexhibits to the registration statement of which this prospectus supplement is a part, and you may obtain copies of those documents asdescribed below under the section entitled “Where You Can Find More Information.” supplement and the accompanying prospectus, contains forward-looking statements. All statements other than statements of historicalfacts, including statements regarding our future financial position, liquidity, business strategy and plans and objectives of managementfor future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intendedto identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, businessstrategy and financial needs.The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks Unusual Machines is a Nevada corporation with our principal place of business in Orlando, Florida. Unusual Machines sells andmanufactures drones and drone components across a diversified brand portfolio, which includes Fat Shark, the leader in FPV (first-person view) ultra-low latency video goggles for drone pilots. The Company also retails small, acrobatic FPV