{"filing":{"accession_number":"0001683168-26-008046","cik":"0001956955","ticker":"UMAC","company_name":"Unusual Machines, Inc.","form":"8-K","filing_date":"2026-10-23","report_date":"2026-10-19","primary_document":"umac_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1956955/000168316826008046/umac_8k.htm"},"events":[{"id":37613,"run_id":34663,"accession_number":"0001683168-26-008046","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Unusual Machines completed its acquisition of DroneNX LLC (operating as Upgrade Energy), a U.S. manufacturer of high-performance drone batteries and power systems, on October 19, 2026. The transaction involved approximately $25.0 million in stock, $1.0 million in cash at closing, and up to $26.0 million in contingent earn-out payments (aggregate consideration up to $52.0 million), significantly expanding the company's product portfolio into a critical component of its drone supply chain strategy.","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42380,"accession_number":"0001683168-26-008046","item_number":"1.01","item_title":"Entry into","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 1.01 discloses entry into a material definitive agreement related to the completion of Unusual Machines' acquisition of DroneNX LLC (operating as Upgrade Energy), a U.S. manufacturer of high-performance drone batteries and power systems. The press release confirms the acquisition was \"originally announced on May 11, 2026\" and has now been completed, expanding the company's product portfolio into batteries—a critical component of its drone supply chain strategy. This is a material acquisition that would significantly affect investor assessment of the registrant's business scope and growth strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42381,"accession_number":"0001683168-26-008046","item_number":"2.01","item_title":"Completion","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a merger on October 19, 2026, in which Unusual Machines' subsidiary Upgrade Energy LLC acquired DroneNX LLC d/b/a Upgrade Energy. The transaction involved material consideration of approximately $25.0 million in stock, $1.0 million in cash at closing, and up to $26.0 million in contingent earn-out payments (aggregate consideration up to $52.0 million). This is a classic Item 2.01 completion of acquisition disclosure, representing a material strategic expansion of the company's product portfolio into drone batteries and power systems.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42383,"accession_number":"0001683168-26-008046","item_number":"7.01","item_title":"Regulation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of Unusual Machines' acquisition of Upgrade Energy (DroneNX LLC), a U.S. manufacturer of high-performance drone batteries and power systems. The press release explicitly states \"Unusual Machines, Inc.... today announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy\" and describes this as expanding the company's portfolio with a critical component. This is a material acquisition completion that would affect a reasonable investor's assessment of the registrant's business scope and capabilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42385,"accession_number":"0001683168-26-008046","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of Unusual Machines' acquisition of DroneNX LLC (operating as Upgrade Energy), a U.S. manufacturer of high-performance drone batteries and power systems. The press release states \"Unusual Machines, Inc. (NYSE American:UMAC)...today announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy\" and notes the acquisition was \"Originally announced on May 11, 2026.\" This is a material acquisition that expands the company's product portfolio into batteries and power systems, a critical component for the drone supply chain.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":37614,"run_id":34663,"accession_number":"0001683168-26-008046","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"Unusual Machines issued 1,792,012 shares to Mr. Barnard Representative under Section 4(a)(2) and 137,260 shares to Rotor Lab Sellers as earnout consideration under Regulation S, representing unregistered private placements of common stock that dilute existing shareholders.","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42382,"accession_number":"0001683168-26-008046","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses unregistered sales of equity securities: 1,792,012 shares issued to Mr. Barnard Representative under Section 4(a)(2), and 137,260 shares issued to Rotor Lab Sellers as earnout consideration under Regulation S. These are private placements of common stock issued without registration, which dilute existing shareholders. While the filing also references a completed acquisition (Upgrade Energy), the Item 3.02 section itself focuses on the equity issuances as the primary disclosure mechanism.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":42380,"accession_number":"0001683168-26-008046","item_number":"1.01","item_title":"Entry into","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 1.01 discloses entry into a material definitive agreement related to the completion of Unusual Machines' acquisition of DroneNX LLC (operating as Upgrade Energy), a U.S. manufacturer of high-performance drone batteries and power systems. The press release confirms the acquisition was \"originally announced on May 11, 2026\" and has now been completed, expanding the company's product portfolio into batteries—a critical component of its drone supply chain strategy. This is a material acquisition that would significantly affect investor assessment of the registrant's business scope and growth strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23"},{"id":42381,"accession_number":"0001683168-26-008046","item_number":"2.01","item_title":"Completion","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of a merger on October 19, 2026, in which Unusual Machines' subsidiary Upgrade Energy LLC acquired DroneNX LLC d/b/a Upgrade Energy. The transaction involved material consideration of approximately $25.0 million in stock, $1.0 million in cash at closing, and up to $26.0 million in contingent earn-out payments (aggregate consideration up to $52.0 million). This is a classic Item 2.01 completion of acquisition disclosure, representing a material strategic expansion of the company's product portfolio into drone batteries and power systems.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23"},{"id":42382,"accession_number":"0001683168-26-008046","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses unregistered sales of equity securities: 1,792,012 shares issued to Mr. Barnard Representative under Section 4(a)(2), and 137,260 shares issued to Rotor Lab Sellers as earnout consideration under Regulation S. These are private placements of common stock issued without registration, which dilute existing shareholders. While the filing also references a completed acquisition (Upgrade Energy), the Item 3.02 section itself focuses on the equity issuances as the primary disclosure mechanism.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23"},{"id":42383,"accession_number":"0001683168-26-008046","item_number":"7.01","item_title":"Regulation","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of Unusual Machines' acquisition of Upgrade Energy (DroneNX LLC), a U.S. manufacturer of high-performance drone batteries and power systems. The press release explicitly states \"Unusual Machines, Inc.... today announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy\" and describes this as expanding the company's portfolio with a critical component. This is a material acquisition completion that would affect a reasonable investor's assessment of the registrant's business scope and capabilities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23"},{"id":42385,"accession_number":"0001683168-26-008046","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of Unusual Machines' acquisition of DroneNX LLC (operating as Upgrade Energy), a U.S. manufacturer of high-performance drone batteries and power systems. The press release states \"Unusual Machines, Inc. (NYSE American:UMAC)...today announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy\" and notes the acquisition was \"Originally announced on May 11, 2026.\" This is a material acquisition that expands the company's product portfolio into batteries and power systems, a critical component for the drone supply chain.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:15:53.057599+00:00","company_name":"Unusual Machines, Inc.","ticker":"UMAC","filing_date":"2026-10-23"}]}