您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。[美股招股说明书]:Unusual Machines Inc美股招股说明书(2026-03-19版) - 发现报告

Unusual Machines Inc美股招股说明书(2026-03-19版)

2026-03-19美股招股说明书王***
Unusual Machines Inc美股招股说明书(2026-03-19版)

Filed pursuant to Rule 424(b)(5)Registration No. 333-286413 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to thesesecurities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and theaccompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities in anyjurisdiction where the offer or sale is not permitted. Subject to Completion, Dated March 19, 2026 PROSPECTUS SUPPLEMENT(To the Prospectus dated April 21, 2025) _______________ shares of Common Stock at $_______ per share We are offering up to ______________ shares of our common stock, par value $0.01 per share (the “Common Stock”) We refer to thesale of the Common Stock as the “Offering.” Dominari Securities LLC and JonesTrading Institutional Services LLC (the “Placement Agents”) are acting on a reasonable best-efforts basis and we agree and acknowledge that there is no guarantee of the successful placement of the securities, or any portionthereof, in this Offering. As compensation for the services rendered, we will pay the Placement Agents a transaction fee equal to sevenpercent (7.0%) of the gross proceeds of the aggregate amount of the shares sold in the Offering payable at closing. For moreinformation see, “Plan of Distribution.” Our Common Stock is traded on the NYSE American under the symbol “UMAC.” On March 18, 2026, the last reported sales price ofour Common Stock on the NYSE American was $_____ per share. Investing in our securities involves risks. You should read carefully and consider “Risk Factors” included in this prospectussupplement on page S-5 and in our accompanying prospectus beginning on page 2 before 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 seven percent (7.0%) of the aggregate gross proceeds in this Offering. See “Plan of Distribution” on pageS-12 for a description of compensation payable to the Placement Agents. Delivery of the shares being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be madeon or about March [__], 2026, subject to the satisfaction of certain closing conditions. Dominari Securities LLC Co-Placement Agent The date of this prospectus supplement is March [], 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATIONS-2PROSPECTUS SUPPLEMENT SUMMARYS-3RISK FACTORSS-5RECENT DEVELOPMENTSS-9USE OF PROCEEDSS-9DIVIDEND POLICYS-9CAPITALIZATIONS-10DILUTIONS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-18EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-18INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-19 PROSPECTUS Page PROSPECTUS SUMMARY1CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS2RISK FACTORS2USE OF PROCEEDS2SELLING SECURITY HOLDERS2DESCRIPTION OF CAPITAL STOCK3DESCRIPTION OF DEBT SECURITIES4DESCRIPTION OF WARRANTS8DESCRIPTION OF UNITS9CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BYLAWS9PLAN OF DISTRIBUTION10LEGAL MATTERS13EXPERTS13INCORPORATION OF CERTAIN INFORMATION BY REFERENCE13 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 thisOffering. 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. Neither we nor the Placement Agents 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 posses