UMAC S-3: Shelf registration

Unusual Machines, Inc.

Filed with the SEC on · accession 0001683168-26-008698

UMAC filed a S-3 (shelf registration) with the SEC on Nov 13, 2026. Unusual Machines, Inc. filed a Form S-3 registration statement to register the resale of up to 1,929,272 shares of common stock by selling stockholders, consisting of shares issued as merger consideration for Upgrade Energy and earn-out consideration for Rotor Lab. The stock moved -4.6% by the first close after the filing.

Summary of the filing

Unusual Machines, Inc. filed a Form S-3 registration statement to register the resale of up to 1,929,272 shares of common stock by selling stockholders, consisting of shares issued as merger consideration for Upgrade Energy and earn-out consideration for Rotor Lab. The company will not receive any proceeds from the sales.

Key details

Total shares registered for resale$1.9M
Upgrade Shares issued as merger consideration$1.8M
Rotor Lab Shares issued as earn-out consideration$137K
Last reported sale price per share on November 12, 2026$12
RegistrantUnusual Machines, Inc.
Acquired company (merger consideration shares)Upgrade Energy LLC
Acquired company (merger consideration shares)DroneNX LLC d/b/a Upgrade Energy
Acquired company (earn-out consideration shares)Rotor Lab Pty Ltd
Chief executive officerAllan Evans
Member representative, selling stockholderMatthew Barnard
Selling stockholderAndrew Robert Simpson
Selling stockholder (trustee for vella hardjadinata family trust)Vella Hardjadinata Corporation Pty Ltd

How UMAC stock reacted

Close before

$11.83

Nov 12, 2026

First close after

-4.65%

$11.28

5 trading days

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Since filing

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Frequently asked questions

What did UMAC file with the SEC on Nov 13, 2026?

UMAC filed a S-3 (Shelf registration). Unusual Machines, Inc. filed a Form S-3 registration statement to register the resale of up to 1,929,272 shares of common stock by selling stockholders, consisting of shares issued as merger consideration for Upgrade Energy and earn-out consideration for Rotor Lab. The company will not receive any proceeds from the sales.

What does a shelf registration mean for UMAC stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a S-3?

Lets the company sell shares or debt later, quickly — a sign more shares may come. Check the maximum amount and compare it with the company’s size. A later "424B" filing shows an actual sale under the shelf.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A S-3 (shelf registration): Lets the company sell shares or debt later, quickly — a sign more shares may come.

How did UMAC stock react to this filing?

UMAC closed at $11.83 before the filing and $11.28 on Nov 13, 2026 (-4.65%).

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