10q10k10q10k.net

What changed in Unusual Machines, Inc.'s 10-K2024 vs 2025

vs

Paragraph-level year-over-year comparison of Unusual Machines, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+384 added425 removedSource: 10-K (2026-03-12) vs 10-K (2025-03-27)

Top changes in Unusual Machines, Inc.'s 2025 10-K

384 paragraphs added · 425 removed · 184 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

17 edited+43 added40 removed6 unchanged
Biggest changeSpecifically, the American Security Drone Act: · Prohibits federal departments and agencies from procuring and operating certain foreign commercial off-the-shelf drone or covered unmanned aircraft system manufactured or assembled in countries identified as national security threats, and provides a timeline to end current use of these drones. · Prohibits the use of federal funds awarded through certain contracts, grants, or cooperative agreements to state or local governments from being used (1) to procure a covered unmanned aircraft system that is manufactured or assembled by a covered foreign entity or (2) in connection with the operation of such a drone or unmanned aircraft system. · Requires the Comptroller General of the United States to submit a report to Congress no later than 275 days after the enactment of the NDAA detailing the amount of foreign commercial off-the-shelf drones and covered unmanned aircraft systems procured by federal departments and agencies from countries identified as national security threats. 3 Federal Aviation Administration The Federal Aviation Administration (“FAA”) of the United States Department of Transportation is responsible for the regulation and oversight of civil aviation within the United States.
Biggest changeSpecifically, the American Security Drone Act: · Prohibits federal departments and agencies from procuring and operating certain foreign commercial off-the-shelf drones or covered unmanned aircraft systems manufactured or assembled in countries identified as national security threats, and establishes a phased timeline to discontinue the use of such systems currently in operation, subject to applicable waivers and implementation guidance. · Restricts the use of federal funds awarded through certain contracts, grants, or cooperative agreements to state or local governments for (i) the procurement of a covered unmanned aircraft system that is manufactured or assembled by a covered foreign entity or (ii) the operation of such system. · Requires the Comptroller General of the United States to submit a report to Congress detailing the extent to which federal departments and agencies have procured or operated foreign-manufactured commercial off-the-shelf drones or covered UAS sourced from countries identified as national security threats.
Classes Next Deadline US Registered ROTOR RIOT 5,175,159 4/4/2017 87/074,341 6/16/16 16, 25, 35, 41 Renewal due 4/4/2027 Australia Registered ROTOR RIOT 1814854 4/18/2017 1814854 12/9/16 16, 25, 35, 41 Renewal due 12/9/2026 Canada Registered ROTOR RIOT TMA1013525 1/22/2019 1813182 12/8/16 16, 25, 35, 41 Renewal due 1/22/2034 EU Registered ROTOR RIOT 016152688 5/14/2017 016152688 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 UK Registered ROTOR RIOT UK00916152688 5/14/2017 UK00916152688 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 US Registered Rotor Riot Logo 5,175,160 4/4/2017 87/074,378 6/16/16 16, 25, 35, 41 Renewal due 4/4/2027 Australia Registered Rotor Riot Logo 1814855 4/18/2017 1814855 12/9/16 16, 25, 35, 41 Renewal due 12/9/2026 Canada Registered Rotor Riot Logo TMA1013624 1/22/2019 1813183 12/8/16 16, 25, 35, 41 Renewal due 1/22/2034 EU Registered Rotor Riot Logo 016152837 5/14/2017 016152837 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 UK Registered Rotor Riot Logo UK00916152837 5/14/2017 UK00916152837 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 US Registered BYTE FROST 6,318,131 4/13/2021 88/574,951 8/12/19 9 AOU due 4/13/2027 US Registered DOMINATOR 5,446,501 4/17/2018 87/513,286 6/30/17 9 Renewal due 4/17/2028 US Registered FAT SHARK 6,037,513 4/21/2020 87/513,291 6/30/17 9, 12 AOU due 4/21/2026 Australia Registered FAT SHARK 1892862 7/18/2018 1892862 7/12/17 9, 12 Renewal due 7/12/2027 UK Registered FAT SHARK UK00917653122 6/12/2018 UK00917653122 12/27/17 9, 12 Renewal due 12/28/2027 EU Registered FAT SHARK 17653122 6/12/2018 17653122 12/28/17 9, 12 Renewal due 12/28/2027 (continued) 6 Country Status Trademark Reg.
Classes Next Deadline US Registered ROTOR RIOT 5,175,159 4/4/2017 87/074,341 6/16/16 16, 25, 35, 41 Renewal due 4/4/2027 Australia Registered ROTOR RIOT 1814854 4/18/2017 1814854 12/9/16 16, 25, 35, 41 Renewal due 12/9/2026 Canada Registered ROTOR RIOT TMA1013525 1/22/2019 1813182 12/8/16 16, 25, 35, 41 Renewal due 1/22/2034 EU Registered ROTOR RIOT 016152688 5/14/2017 016152688 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 UK Registered ROTOR RIOT UK00916152688 5/14/2017 UK00916152688 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 US Registered Rotor Riot Logo 5,175,160 4/4/2017 87/074,378 6/16/16 16, 25, 35, 41 Renewal due 4/4/2027 Australia Registered Rotor Riot Logo 1814855 4/18/2017 1814855 12/9/16 16, 25, 35, 41 Renewal due 12/9/2026 Canada Registered Rotor Riot Logo TMA1013624 1/22/2019 1813183 12/8/16 16, 25, 35, 41 Renewal due 1/22/2034 EU Registered Rotor Riot Logo 016152837 5/14/2017 016152837 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 UK Registered Rotor Riot Logo UK00916152837 5/14/2017 UK00916152837 12/12/16 16, 25, 35, 41 Renewal due 12/12/2026 US Registered BYTE FROST 6,318,131 4/13/2021 88/574,951 8/12/19 9 AOU due 4/13/2027 US Registered DOMINATOR 5,446,501 4/17/2018 87/513,286 6/30/17 9 Renewal due 4/17/2028 US Registered FAT SHARK 6,037,513 4/21/2020 87/513,291 6/30/17 9, 12 AOU due 4/21/2026 Australia Registered FAT SHARK 1892862 7/18/2018 1892862 7/12/17 9, 12 Renewal due 7/12/2027 UK Registered FAT SHARK UK00917653122 6/12/2018 UK00917653122 12/27/17 9, 12 Renewal due 12/28/2027 EU Registered FAT SHARK 17653122 6/12/2018 17653122 12/28/17 9, 12 Renewal due 12/28/2027 China Registered FAT SHARK 28347095 3/7/2019 28347095 12/27/17 9 Renewal due 3/6/2029 China Registered FAT SHARK 28347096 12/7/2018 28347096 12/27/17 12 Renewal due 12/6/2028 6 S.
Country Status Patent No Application Date Grant Date Title United States Issued D825,381 7/13/2017 8/14/2018 UNMANNED AERIAL VEHICLE (Design Canada Issued 179088 1/10/2018 5/30/2019 UNMANNED AERIAL VEHICLE (Design) China Issued CN304757327S 1/9/2018 8/3/2019 UNMANNED AERIAL VEHICLE (Design) EU Issued 004665040 1/12/2018 1/12/2018 UNMANNED AERIAL VEHICLE (Design) GB Issued 90046650400001 1/12/2018 1/12/2018 UNMANNED AERIAL VEHICLE (Design) Korea Issued 30-963991 1/11/2018 7/3/2018 UNMANNED AERIAL VEHICLE (Design) United States Issued 10,179,647 8/23/2017 1/15/2019 UNMANNED AERIAL VEHICLE (Utility) Canada Abandoned 3009413 6/26/2018 UNMANNED AERIAL VEHICLE (Utility) China Issued 201810895541.3 8/8/2018 3/12/2024 UNMANNED AERIAL VEHICLE (Utility) France Issued 3446974 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) Germany Issued 602018076194.2 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) Switzerland Issued 3446974 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) United Kingdom Issued 3446974 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) United States Issued D848,383 7/13/2017 5/14/2019 PRINTED CIRCUIT BOARD (Design) Canada Issued 179089 1/10/2018 5/30/2019 PRINTED CIRCUIT BOARD (Design) China Issued 304758049S 1/9/2018 8/3/2018 PRINTED CIRCUIT BOARD (Design) EU Issued 004665032 1/12/2018 1/12/2018 PRINTED CIRCUIT BOARD (Design) United Kingdom Issued 90046650320001 1/12/2018 1/12/2018 PRINTED CIRCUIT BOARD (Design) Korea Issued 30-965570 1/11/2018 7/13/2018 PRINTED CIRCUIT BOARD (Design) China Issued 201810324925.X 4/12/2018 11/19/2021 SINGLE-PANEL HEAD-MOUNTED DISPLAY (Utility) EU Pending 19159958.8 2/28/2019 SINGLE-PANEL HEAD-MOUNTED DISPLAY (Utility) United States Issued 10,819,973 6/7/2018 10/27/2020 SINGLE-PANEL HEAD-MOUNTED DISPLAY (Utility) China Pending 202010150301.8 3/6/2020 APPARATUS FOR ATTACHING ACCESSORIES TO A FIRST-PERSON VIEW HEADSET (Utility) United States Allowed 17/187,838 2/28/2021 APPARATUS FOR ATTACHING ACCESSORIES TO A FIRST-PERSON VIEW HEADSET (Utility) United States Issued D991,255 5/17/2021 7/4/2023 HEADSET (Design) China Issued CN308594144S 11/11/2021 4/19/2024 VR GLASSES (Design) Canada Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) EU Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) Japan Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) GB Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) 5 Trademark Portfolio The following table summarizes current registered trademarks (indicated by “Registered”) including the registration dates.
Country Status Patent No Application Date Grant Date Title United States Issued D825,381 7/13/2017 8/14/2018 UNMANNED AERIAL VEHICLE (Design Canada Issued 179088 1/10/2018 5/30/2019 UNMANNED AERIAL VEHICLE (Design) China Issued CN304757327S 1/9/2018 8/3/2018 UNMANNED AERIAL VEHICLE (Design) EU Issued 004665040 1/12/2018 1/12/2018 UNMANNED AERIAL VEHICLE (Design) GB Issued 90046650400001 1/12/2018 1/12/2018 UNMANNED AERIAL VEHICLE (Design) Korea Issued 30-963991 1/11/2018 7/3/2018 UNMANNED AERIAL VEHICLE (Design) United States Issued 10,179,647 8/23/2017 1/15/2019 UNMANNED AERIAL VEHICLE (Utility) China Issued 109421925 8/8/2018 3/12/2024 UNMANNED AERIAL VEHICLE (Utility) France Issued 3446974 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) Germany Issued 602018076194.2 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) Switzerland Issued 3446974 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) United Kingdom Issued 3446974 6/25/2018 11/6/2024 UNMANNED AERIAL VEHICLE (Utility) United States Issued D848,383 7/13/2017 5/14/2019 PRINTED CIRCUIT BOARD (Design) Canada Issued 179089 1/10/2018 5/30/2019 PRINTED CIRCUIT BOARD (Design) China Issued 304758049S 1/9/2018 8/3/2018 PRINTED CIRCUIT BOARD (Design) EU Issued 004665032 1/12/2018 1/12/2018 PRINTED CIRCUIT BOARD (Design) United Kingdom Issued 90046650320001 1/12/2018 1/12/2018 PRINTED CIRCUIT BOARD (Design) Korea Issued 30-965570 1/11/2018 7/13/2018 PRINTED CIRCUIT BOARD (Design) China Issued 110376734 4/12/2018 11/19/2021 SINGLE-PANEL HEAD-MOUNTED DISPLAY (Utility) EU Pending 19159958.8 2/28/2019 SINGLE-PANEL HEAD-MOUNTED DISPLAY (Utility) United States Issued 10,819,973 6/7/2018 10/27/2020 SINGLE-PANEL HEAD-MOUNTED DISPLAY (Utility) China Issued 113359293 3/6/2020 11/25/2025 APPARATUS FOR ATTACHING ACCESSORIES TO A FIRST-PERSON VIEW HEADSET (Utility) United States Issued 12,294,808 2/28/2021 5/6/2025 APPARATUS FOR ATTACHING ACCESSORIES TO A FIRST-PERSON VIEW HEADSET (Utility) United States Issued D991,255 5/17/2021 7/4/2023 HEADSET (Design) China Issued CN308594144S 11/11/2021 4/19/2024 VR GLASSES (Design) Canada Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) EU Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) Japan Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) GB Issued DM/218 069 11/9/2021 11/9/2021 HEADSET (Design) 5 Trademark Portfolio The following table summarizes current registered trademarks (indicated by “Registered”) including the registration dates.
Research and development costs were approximately $90,584 and 0, for the years ended December 31, 2024 and 2023, respectively and primarily related to developing NDAA compliant products including our Brave F7 flight controller, Brave 55A ESC and the Fat Shark Aura FPV Camera.
Research and development costs were approximately $202,585 and $90,584, for the years ended December 31, 2025 and 2024, respectively and primarily related to developing NDAA compliant products including our Brave F7 flight controller, Brave 55A ESC and the Fat Shark Aura FPV Camera.
Item 1. Business Background of Unusual Machines Unusual Machines, Inc. (“Unusual Machines” or the “Company”) is a Nevada corporation engaged in the commercial drone industry with our principal place of business in Orlando, Florida. The Company reincorporated from Puerto Rico to Nevada on April 22, 2024.
Item 1. Business Background of Unusual Machines Unusual Machines, Inc. (“Unusual Machines” or the “Company”) is a Nevada corporation organized in 2024 which is a successor to a Puerto Rican corporation organized in 2019. The Company is engaged in the commercial drone industry, with its principal place of business in Orlando, Florida.
The Defense Innovation Unit (DIU) audits new drone components for supply chain and cyber security risks. Components that pass the audit can then be put on the actively maintained Blue Framework list. Since August of 2024, Unusual Machines has developed three components (and variants) that have been approved and placed on the Blue Framework.
The Defense Contract Management Agency audits new drone components for supply chain and cybersecurity risks. Components that pass the audit can then be put on the actively maintained Blue Framework list. Since August 2024, Unusual Machines has developed six components (and variants) that have been approved and added to the Blue Framework.
Employees and Human Capital Resources As of March 25, 2025, the Company had sixteen full-time employees and two full-time contractors, including our Chief Executive Officer, whose services are performed on behalf of a consulting agreement. Property The Company’s headquarters are in Orlando, Florida under a lease which expires in October 2028.
Employees and Human Capital Resources As of March 6, 2026, the Company had 141 full-time employees and 3 full-time contractors, including our Chief Executive Officer, whose services are performed under a consulting agreement. 4 Property The Company’s headquarters are in Orlando, Florida.
To that extent, except for users who use solar and other non-electrical power to charge drones, users of drones the company sells burn carbon which negatively affects the environment. Further, the SEC’s climate change rules, when passed, will likely increase our compliance costs.
To that extent, except for users who use solar and other non-electrical power to charge drones, users of drones the company sells burn carbon which negatively affects the environment.
Korea Registered FAT SHARK 40-1429232 12/20/2018 40-20170165133 12/22/17 9, 12 Renewal due 12/20/2028 Japan Registered FAT SHARK 6128494 3/8/2019 2017162207 12/11/17 9, 12, 28 Renewal due 3/8/2029 US Registered Shark Head Logo 5,921,613 11/26/2019 87/792,917 2/10/18 9, 25 AOU due 11/26/2025 UK Registered Shark Head Logo UK00917938426 12/26/2018 UK00917938426 7/31/18 9, 12, 25 Renewal due 7/31/2028 EU Registered Shark Head Logo 17938426 12/26/2018 17938426 7/31/18 9, 12, 25 Renewal due 7/31/2028 China Registered Shark Head Logo 32458836 4/7/2019 3248836 7/25/18 9 Renewal due 4/6/2029 China Registered Shark Head Logo 32458835 4/7/2019 32458835 7/25/18 12 Renewal due 4/6/2029 China Registered Shark Head Logo 32458837 4/7/2019 32458837 7/25/18 25 Renewal due 4/6/2029 US Registered SHARK BYTE 6,631,683 2/1/2022 90/337,500 11/23/20 9 AOU due 2/1/2028 UK Registered SHARK BYTE UK00003597165 9/3/2021 UK00003597165 2/18/21 9 Renewal due 2/18/2031 EU Registered SHARK BYTE 018402699 11/5/2021 018402699 2/19/21 9 Renewal due 2/19/2031 China Registered SHARK BYTE 53741813 10/14/2022 53741813 2/20/21 9 Renewal due 10/27/2031 Unusual Machines has recently filed for a trademark on our logo.
Korea Registered FAT SHARK 40-1429232 12/20/2018 40-20170165133 12/22/17 9, 12 Renewal due 12/20/2028 Japan Registered FAT SHARK 6128494 3/8/2019 2017162207 12/11/17 9, 12, 28 Renewal due 3/8/2029 US Registered Shark Head Logo 5,921,613 11/26/2019 87/792,917 2/10/18 9, 25 AOU due 11/26/2025 UK Registered Shark Head Logo UK00917938426 12/26/2018 UK00917938426 7/31/18 9, 12, 25 Renewal due 7/31/2028 EU Registered Shark Head Logo 17938426 12/26/2018 17938426 7/31/18 9, 12, 25 Renewal due 7/31/2028 China Registered Shark Head Logo 32458836 4/7/2019 3248836 7/25/18 9 Renewal due 4/6/2029 China Registered Shark Head Logo 32458835 4/7/2019 32458835 7/25/18 12 Renewal due 4/6/2029 China Registered Shark Head Logo 32458837 4/7/2019 32458837 7/25/18 25 Renewal due 4/6/2029 US Registered SHARK BYTE 6,631,683 2/1/2022 90/337,500 11/23/20 9 AOU due 2/1/2028 UK Registered SHARK BYTE UK00003597165 9/3/2021 UK00003597165 2/18/21 9 Renewal due 2/18/2031 EU Registered SHARK BYTE 018402699 11/5/2021 018402699 2/19/21 9 Renewal due 2/19/2031 China Registered SHARK BYTE 53741813 10/14/2022 53741813 2/20/21 9 Renewal due 10/27/2031 United States Pending Unusual Machines Logo N/A N/A 99/550,396 12/16/2025 N/A N/A United States Pending Unusual Machines Logo N/A N/A 99/550,399 12/16/2025 N/A N/A United States Pending Unusual Machines Logo N/A N/A 99/550,405 12/16/2025 N/A N/A Research and Development Research and development activities are part of Unusual Machine’s business, and the Company will follow a disciplined approach to investing capital and resources to create new drone technologies and solutions.
See “Item 1A. Risk Factors .” Suppliers Unusual Machines purchases inventory from approximately 50 suppliers, much of which could be subject to varying tariffs. The United States has continuously increased tariffs since 2019, which Unusual Machines is currently subject to and range from 2% to 25%.
Risk Factors .” Suppliers Unusual Machines sources inventory from approximately 70 suppliers, some of which are subject to varying tariffs. Since 2019, the United States has implemented and continuously increased tariffs on certain imported goods, which Unusual Machines is currently subject to, ranging from 2% to 30%.
Government Regulation and Federal Policy National Defense Authorization Act and American Security Drone Act In December 2023, Congress passed the National Defense Authorization Act (“NDAA”), which includes the American Security Drones Act (“ASDA”).
For a discussion of risks related to tariffs and international trade policy, see Item 1A. Risk Factors —Risks Related to Our Business and Financial Condition.” Government Regulation and Federal Policy National Defense Authorization Act and American Security Drone Act In December 2023, Congress passed the NDAA, which includes provisions commonly referred to as the American Security Drones Act (“ASDA”).
Unusual Machines intends to build its business both organically and through strategic acquisitions while onshoring production of critical drone components. With the transition to onshoring production of drone components, the Company is expanding into B2B channels for customers that require a non-Chinese supply chain. A major factor in Unusual Machines’ component production is the validation of the new supply chains.
With the transition to onshoring drone component production, the Company is expanding B2B sales to customers that require a National Defense Authorization Act (“NDAA”)-compliant domestic supply chain. A key factor in Unusual Machines’ component production is the validation of newly supply chains to meet defense and federal procurement requirements.
Risk Factors .” Plans for Growth, Development, and Expansion Unusual Machine’s plans to strengthen its market position through continued organic revenue growth. In parallel, the Company intends to aggressively invest in the extension of their B2B sales of drone components.
Plans for Growth, Development, and Expansion Unusual Machine’s intends to strengthen its market position through continued organic revenue growth while expanding its role as a U.S. supplier of critical drone components. The Company’s growth strategy emphasizes disciplined execution, increased operational scale, and expansion of its B2B component sales to commercial and defense-oriented customers.
Unusual Machines specializes in the production and sale of small drones and essential components through B2B sales and a curated retail channel. There is strong brand recognition of the Rotor Riot and Fat Shark brands particularly in the FPV sub-segment of the drone market.
There is strong brand recognition of the Unusual Machines, Rotor Riot, and Fat Shark brands, particularly in the first person view (“FPV”) and small military sub-segments of the drone market. Unusual Machines is rapidly growing its business by onshoring the manufacturing of critical drone components in the United States.
This includes a flight controller, a motor controller, and a camera. The company intends to continue to develop and certify new components through this process to ease the acquisition requirements on domestic drone manufacturers that are ultimately significant customers.
The Company intends to continue developing and certifying new components through this process to ease acquisition requirements for domestic drone manufacturers, which are ultimately significant customers. The Drone Industry The drone industry continues to expand as a powerful business, defense, and public safety tool, as well as a popular recreational activity, with growth occurring broadly across our targeted industries.
The Company believes that very promising, private companies (such as Aloft Technologies, Inc. as discussed below) are in many instances underfunded and missing out on the ability to go public and bring their innovative products and solutions to a larger set of customers globally.
The Company believes that very promising companies (both public and private) are, in many instances, underfunded and unable to scale their innovative products and solutions. We believe that unlocking this potential will be key to industry consolidation.
This segment focuses on drones piloted with wearable display devices or screens that show a first-person view of the camera mounted on the drone. This is a unique experience where the pilot is interacting with an aircraft through visual immersion.
In the commercial and consumer sector, these drones are used for freestyle, racing, cinematic production, mapping and commercial use. 1 This also includes FPV drones where pilots use wearable display devices or screens that provide real-time, first-person video feed from a camera mounted on the drone, creating an immersive operating experience in which the pilot interacts with the aircraft through visual immersion.
Removed
Initial Public Offering On February 16, 2024, the Company closed its Initial Public Offering (the “IPO”) of 1,250,000 shares of common stock at a public offering price of $4.00 per share. The shares are traded on the New York Stock Exchange American (“NYSE American”). Simultaneous with the closing of the IPO, the Company acquired Fat Shark Ltd.
Added
In September of 2025, the Company acquired Rotor Lab Pty. Ltd., an Australian company (“Rotor Lab”). Unusual Machines manufactures and sells drone components and drones across a diversified brand portfolio through business-to-business (“B2B”) sales and a curated retail channel.
Removed
(“Fat Shark”) and Rotor Riot, LLC (“Rotor Riot”) from Red Cat Holdings, Inc. (“Red Cat”).
Added
According to Drone Industry Insights’ Global Drone Market Report 2025–2030, the global drone market is projected to reach approximately U.S. $57.8 billion by 2030. A Fact.MR report indicates the drone accessories market was valued at approximately $25.2 billion in 2024 and is projected to reach ~$156 billion by 2034 at a ~20% CAGR.
Removed
The Business Combination & Business Overview On November 21, 2022, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Red Cat and Jeffrey Thompson, the founder and Chief Executive Officer of Red Cat, pursuant to which we agreed to purchase Red Cat’s consumer business consisting of Fat Shark and Rotor Riot (the “Business Combination”).
Added
Furthermore, the global drone flight controller system market was approximately $7.14 billion in 2024 and is expected to reach around $13.05 billion by 2029 (CAGR ~12.8%) according to the Business Research Company.
Removed
Under the terms of the Purchase Agreement, as amended, the Company purchased Rotor Riot and Fat Shark subsidiaries for $22.1 million (the “Purchase Price”) comprised of (i) $1.1 million in cash, (ii) a $4.0 million promissory note (the “Note”) issued by the Company to Red Cat, and (iii) $17.0 million of the Company’s Common Stock or 4,250,000 shares of Common Stock at the $4.00 per share IPO price.
Added
Similarly, Global Market Insights reports that the drone motor market was valued at ~$4.7 billion in 2024 and is forecast to grow to ~$9.2 billion by 2030, and ~$15.9 billion by 2034 at a ~13.1% CAGR.
Removed
The Drone Industry The drone industry continues to expand to become a powerful business tool and recreational activity, with growth occurring broadly and across our targeted industries. According to Drone Industry Insights, the global drone market is expected to grow to $57.8 billion by 2030, with the commercial market growing at a 7.9% compound annual growth rate (“CAGR”).
Added
Fortune Business Insights likewise forecasts the motor market at $6.7 billion in 2025, with expansion toward $16.3 billion by 2034 as commercial and industrial drone deployment increases. Unusual Machines intends to pursue strategic acquisition targets that are cash flow positive and manufacture and sell drone components or enable us to domestically produce them.
Removed
According to Allied Market Research, the drone component industry is likewise expanding. The drone flight controller market, valued at $6.6 billion in 2022 is expected to reach $13.8 billion by 2032. The drone motor market, valued at $2.6 billion in 2021 is projected to reach $9.9 billion by 2031.
Added
The Company’s acquisition strategy is intended to support broader industry shifts toward U.S.-manufactured and NDAA-compliant drone systems, while maintaining a deliberate approach to capital allocation and integration risk.
Removed
Unusual Machines intends to pursue strategic acquisition targets that are cash flow positive and either sell drone parts or allow us to integrate drone parts and software services.
Added
Low Cost and Attritable Drone Market Segment Unusual Machines principally operates and manufactures components in the Group 1 Unmanned Aerial Systems (“UAS”) which is often referred to as the small drone segment of the drone industry. These drones are known for being light weight, high speed, and low-cost attritable drones where responsiveness and situational awareness are essential.
Removed
We believe that unlocking this potential will be key to industry consolidation and breaking the dominance of China in the drone industry. 1 First Person View (FPV) Market Segment Unusual Machines principally operates in the FPV segment of the drone industry.
Added
In the defense sector, these drones are primarily used for tactical missions with real time intelligence, surveillance, and reconnaissance.
Removed
This experience is accomplished by live streaming footage from a camera mounted on the nose of the drone directly to the pilot with as little latency as possible. The image is transmitted via radio (traditionally analog but increasingly digital) to the pilot. The drone remote control unit, the drone, and the pilot display are all interconnected via radio.
Added
This experience is enabled by live-streamed video transmitted with ultra-low latency from the drone to the pilot via radio links, enabling precise pilot control. FPV systems integrate onboard cameras, video transmission modules, flight controllers, motors, and pilot display devices that operate as an integrated system over radio communications.
Removed
This effect requires sophisticated electronics that transmit visual information with sufficient speed and reliability to allow pilot control over the drone in real-time. Pilots routinely achieve speeds of over 90 mph in racing and other mission critical applications. There are four common categories of FPV flight – freestyle flight, racing, cinema photography, and defense.
Added
While FPV video transmission has historically relied on analog signals, digital transmission systems are increasingly adopted as reliability, range, and image quality improve. These systems require sophisticated electronics capable of maintaining low-latency, reliable performance during flight.
Removed
In freestyle, the pilot navigates around obstacles focused on acrobatics and exploring the environment around the aircraft through the HMD. FPV racing describes a spectator sport where pilots fly their drones in competitions through a series of obstacles, flags, and gates in a racetrack.
Added
The Company’s business strategy includes (i) increasing its overall customer base through broader adoption of its products across consumer, commercial, and mission-oriented applications; (ii) investing in the development and expansion of hardware products that support increased performance, reliability, and manufacturability; (iii) growing revenue from its existing customer base using a “land-and-expand” approach that establishes initial relationships and deepens engagement over time through consistent product delivery and service; (iv) selectively pursuing acquisitions and partnerships that enhance domestic manufacturing capabilities, supply chain control, or component offerings; and (v) making strategic investments in emerging leaders in the U.S. drone ecosystem that would help us broaden our pipeline and relationships with our suppliers and customers and thereby support the American drone ecosystem.
Removed
Cinema photography is the process of viewing and recording a subject matter from the air from the viewpoint of the pilot. Defense is a market segment characterized by the use cases demonstrated in the Ukrainian conflict and is the largest segment of the market with over 5 million FPV drones expected to be built in 2025.
Added
Customers Historically, Unusual Machines generated a significant portion of its revenue through direct-to-consumer sales via its Rotor Riot e-commerce platform. As Unusual Machines continues to expand its B2B component offerings, enterprise sales have grown to represent a larger portion of total revenue. In 2025, enterprise customers became the Company’s primary revenue driver.
Removed
Potential Aloft Acquisition On February 1, 2025, the Company entered into a Merger Agreement to acquire a drone software company, Aloft Technologies, Inc. (“Aloft”).
Added
The Company’s enterprise customer base consists primarily of U.S.-based drone manufacturers and system integrators that purchase components for use in consumer, commercial, and mission-oriented drone platforms. Unusual Machines expects continued growth in this customer base as demand for domestically sourced, reliable, and compliant drone components increases, supported by expanding manufacturing capacity and broader component availability.
Removed
We believe that Aloft is a leader in the drone fleet and airspace management sector, powering more than 70% of all FAA-approved Low Altitude Authorization and Notification Capability (“LAANC”) airspace authorizations in the United States, according to Aloft. According to Aloft, Aloft has provided more than 1.6 million authorizations in total with 400,000 authorizations provided in 2024.
Added
Competition Unusual Machines operates in a highly competitive drone and drone components market characterized by rapid technological change, pricing pressure, and the presence of large, well-capitalized international manufacturers. Competition varies by product category and end market, particularly between consumer-facing products and enterprise-focused component sales. In the global drone market, SZ DJI Technology Co., Ltd.
Removed
The acquisition is for $14.5 million payable, almost entirely in the Company’s Common Stock with the issuance of 1,204,319 shares of Common Stock and approximately $100,000 in cash. In addition, customary closing conditions by the parties must be completed before closing the merger. There can be no assurances that the Aloft merger will close. See Item 1A.
Added
(“DJI”) is the dominant manufacturer, with industry research firms estimating that DJI accounts for a majority of global consumer and prosumer drone sales. DJI’s scale and vertical integration create competitive pressure across the industry, while evolving regulatory requirements and customer demand for U.S.-based, compliant supply chains have created opportunities for alternative suppliers.
Removed
Unusual Machine’s business strategy includes (i) increasing its overall customer base with its products and rapid adoption; (ii) investing in new hardware products, (iii) expanding and growing Unusual Machine’s customer base and revenue streams from its existing customer base using a “land-and-expand” model that establishes initial relationships and grows those relationships through the provision of high quality products and services, and (iv) expanding into new segments like SaaS through acquisitions like Aloft.
Added
See “Government Regulation and Federal Policy” below for recent information relating to DJI. Within the drone components market, Unusual Machines competes with domestic and international manufacturers, including T-Motor, Orqa, ModalAI, and ARK Electronics. Competition is based on price, performance, reliability, availability, and compliance.
Removed
Customers Historically, revenues for Unusual Machines has primarily generated online through its e-commerce site, www.rotorriot.com and the Company continues to see continued growth through its retail store. As Unusual Machines continues to expand its B2B component business and with potential acquisitions, the Company expects to rapidly grow an enterprise customer base primarily of drone manufacturers.
Added
Unusual Machines differentiates itself by offering price-competitive, domestically manufactured and assembled drone components designed to meet NDAA requirements and align with Department of Defense procurement frameworks, including the Blue UAS ecosystem, while focusing on supply chain control and execution reliability. 2 The Company’s Drone Component Manufacturing The Company operates multiple manufacturing facilities located near its headquarters in Orlando, Florida.
Removed
Competition Unusual Machines competes with a number of significantly larger, better capitalized companies. SZ DJI Technology Co., Ltd., commonly known as DJI, is the dominant market leader with a global market share estimated at more than 70%, according to industry research firms. The primary retail competitor is GetFPV.
Added
As of March 2026, Unusual Machines operates five facilities in the Orlando area to support domestic drone component production and assembly, one of which is our corporate office. These facilities manufacture a variety of drone components, including motors, headsets, and other critical components. The components support consumer, defense, and enterprise customers.
Removed
Unusual Machines competes against these competitors by leveraging its visibility on the internet through its Rotor Riot Facebook page which has more than 38,000 followers and its Rotor Riot YouTube channel which has more than 272,000 subscribers.
Added
The Company expects to continue to expand its production footprint in the Orlando area in a planful and deliberate manner, including the potential addition of new product categories, such as batteries and cameras, as operational capacity and customer demand support such expansion. See “ Item 1A.
Removed
The Company believes that the Rotor Riot brand has been at the center of the racing and freestyle culture of drones since registering its domain name in 2015. With the Company’s expansion into the drone component market, additional competitors include T-Motor, Orqa, Modal AI, ARK Electronics.
Added
These tariffs can increase the cost of goods, reducing the Company’s profit margins or increasing the total price for our customers. Certain competitors in the drone retail and components markets are subject to the same tariffs and rely on supply chains that include a greater mix of foreign-sourced products, including components manufactured in China.
Removed
Unusual Machines differentiates from these competitors by being price competitive and having their products approved by the Defense Innovation Unity Blue Framework for their enterprise components, which allows them to be sold within Federal guidelines.
Added
Unusual Machines’ increasing use of domestically manufactured components may reduce relative exposure to tariffs on imported goods and improve supply chain resilience.
Removed
Unusual Machines maintains price competitiveness and is an emerging leader in the value segment of the non-Chinese components market. 2 The Company’s Drone Manufacturing The Company hired a vice president of manufacturing in January 2025 whose role is to head up the Company’s proposed drone motor manufacturing business.
Added
In addition, evolving trade policies have led some U.S. drone manufacturers to place greater emphasis on domestic sourcing, which the Company believes has supported increased customer interest in U.S.-based component suppliers, including Unusual Machines, that are actively onshoring, although such impacts remain subject to market conditions and policy developments.
Removed
The Company plans to lease an additional facility near its headquarters office in Orlando, Florida, at which it will manufacture NDAA compliant drone motors. The Company expects that it will be in a position to commence manufacturing during the second quarter of 2025. We believe that by bringing manufacturing in house, it can reduce our costs of motor inventory.
Added
These provisions are intended to restrict the procurement and use of certain unmanned aircraft systems (“UAS”) manufactured or assembled by foreign entities identified as national security threats, including certain Chinese manufacturers. The ASDA has been enacted and is being implemented through federal regulations and agency guidance.
Removed
In addition, in Q1 2025, additional tariffs have been instituted on Chinese products and could see potential changes to tariffs in the future. These tariffs increase the cost of goods which reduces the company’s profit margins or increases the total price to our customers.
Added
On November 21, 2025, the White House Office of Management and Budget issued Memorandum M-26-02 implementing Section 1829 of ASDA and related provisions. The memorandum requires federal civilian agencies, within 180 days of issuance, to integrate specified information security and risk assessment procedures into UAS procurements and into grants and cooperative agreements that fund UAS acquisitions.
Removed
For more information, See Risk Factors – Risks Related to our Business and Financial Condition “Rising threats of international tariffs, including tariffs applied to goods between the U.S. and China, may materially and adversely affect our business.” Unusual Machines retail competitors are subject to the same tariffs and have supply chains that include a greater mix of products sourced from China.
Added
In addition, consistent with ASDA and the Federal Acquisition Regulation, federal agencies are prohibited from procuring or operating certain “FASC-prohibited” unmanned aircraft systems manufactured or assembled by designated foreign entities, subject to statutory exemptions and case-by-case waivers.
Removed
The Company can use its domestically manufactured parts to improve both relative margin and price relative to the other domestic retailers. In this way, tariffs may be a driver for revenue and margin growth. Additionally, tariffs have caused domestic drone manufacturers to prioritize domestic producers. This has created preference for components from companies, like Unusual Machines, that are actively onshoring.
Added
Beginning December 22, 2025, federal funds awarded through grants, cooperative agreements, or other federal awards may not be used to procure or operate such systems except where an applicable exemption or approved waiver applies. We anticipate that this will stimulate additional demand for domestically made drones and drone components.
Removed
The bill prohibits, starting in January 2026, federal agencies and federally funded programs from purchasing or using drones manufactured in countries that are viewed as threats to U.S. national security, such as China.
Added
Implementation of these provisions is occurring through federal rulemaking, including amendments to the Federal Acquisition Regulation (“FAR”), and is subject to agency-specific guidance, exemptions, and transition periods. 3 FCC Equipment Authorization and Countering CCP Drones Act In December 2024, Section 1709 of the National Defense Authorization Act was enacted.
Removed
The basis for the legislation is that purchases from these countries (i) pose a significant threat to national security, (ii) represent efforts to infiltrate and influence American society, and (iii) risk the theft of personal and business data.
Added
This provision expands the authority of the Federal Communications Commission (“FCC”), in coordination with national security agencies, to conduct security reviews of certain foreign-manufactured drone systems. The legislation directs the Nation Security Agencies to conduct a national security determination of the two largest Chinese drone companies (DJI and Autel), within a one year period.
Removed
Its primary mission is to ensure the safety of civil aviation. The FAA has adopted the name “unmanned aircraft” (“UA”) to describe aircraft systems without a flight crew on board. More common names include drone, Unmanned Aerial Vehicle (“UAV”) and remotely operated aircraft.
Added
If these manufacturers are deemed an unacceptable national security threat, or if a determination is not completed within one year, the FCC may place the entities on its Covered List, which proscribes granting any future FCC licenses, which are necessary for the importation and marketing of UAS in the United States.
Removed
The FAA began issuing regulations governing drones in 2005 with their scope and frequency expanding in recent years with the significant increase in the number of drones sold. In December 2015, the FAA announced that all drones weighing more than 250 grams, or 0.55 pounds, must be registered with the FAA.
Added
In October 2025, the FCC voted unanimously (3-0) to adopt a rule allowing the agency to retroactively ban equipment, including previously authorized wireless devices, if the manufacturer is deemed a national security threat. On December 23, 2025, the FCC issued guidance of implementation of Section 1709.
Removed
As of December 2023, the FAA reported the registration of almost 791,000 drones, of which approximately 370,000 were commercial and approximately 416,000 were recreational. In addition, more than 370,000 remote pilots were certified. In January 2021, the FAA finalized rules requiring that drones be identifiable remotely.
Added
Going forward UAS seeking FCC approvals must have at least 65% of components, based on value, and must be domestically sourced (under the March 2022 changes to Federal Acquisition Regulation: Amendments to the FAR Buy American Act Requirements). This pertains to drones made in any country other than the United States. The FCC specifically includes motors and batteries.
Removed
These rules are effective for drone manufacturers beginning in September 2022 and for drone pilots in September 2023. The FAA believes that remote ID technologies will enhance safety and security by allowing the FAA, law enforcement, and federal security agencies to identify drones flying in their jurisdiction.

20 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

125 edited+102 added162 removed60 unchanged
Biggest changeSome of these risks include: Risks Related to our Business and Financial Condition · Because the Company had a very limited operating history prior to its acquisition of Fat Shark and Rotor Riot, any investment in us is highly speculative. · Fat Shark and Rotor Riot incurred net losses since their acquisition by Red Cat and may fail to achieve or maintain profitability. · Rising threats of international tariffs, including tariffs applied to goods between the United States and China may materially and adversely affect our business. · If the proceeds of the prior IPO and subsequent capital raises are insufficient to meet our working capital needs, and if we are then not able to obtain sufficient capital, we may be forced to limit the scope of our operations. · If we lose key personnel, it may adversely affect our business. · Conflicts of interest involving our board of directors (“Board”) and other parties could materially harm our business. · If we are unable to attract new customers or maintain and grow our existing customer relationships in a manner that is cost-effective, our revenue growth could be slower than we expect and our business may be harmed. · Future operating results and key metrics may fluctuate significantly from period-to-period due to a wide range of factors, which makes our future results difficult to predict. · Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions to our continuous operations, including the systems, facilities or operations of third parties with which we do business, such as resulting from cyber-attacks, could result in significant costs, reputational damage and limits on our ability to conduct our business activities. · Our failure to effectively manage our growth could harm our business. · If we are unable to attract, integrate and retain additional qualified personnel, including top technical talent, our business could be adversely affected. · If we are successful in consummating the Merger, the integration of our business and the Aloft business may disrupt or have a negative impact on our business. 8 Risks Related to Our Sale of Drone-Related Products and Operations in the Drone Industry · We operate in an emerging and rapidly evolving industry which makes it difficult to evaluate our business and future prospects. · We face competition from larger companies that have substantially greater resources which challenges our ability to establish market share, grow the business, and reach profitability. · Several steps of our production processes are dependent upon certain critical machines and tools which could result in delivery interruptions and foregone revenues. · We may not be able to procure necessary key components for our products or may produce or purchase too much inventory. · We may not be able to keep pace with technological advances; and we depend on advances in technology by other companies. · Lack of long-term purchase orders and commitments from customers may lead to a rapid decline in sales. · Our products require ongoing research and development and may experience technical problems or delays, which could lead the business to fail. · If we are involved in litigation, it could harm our business or otherwise distract management. · Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation, including due to our high reliance on online and social media platforms, would likely adversely affect our business and operating results. · Future growth and ability to generate and grow revenue and achieve or maintain profitability may be adversely affected if our marketing initiatives are not effective in generating sufficient levels of brand awareness. · Future acquisitions could disrupt our business and adversely affect our operating results, financial condition and cash flows. · If we incur any future impairment in the carrying value of our goodwill asset or write-off of our general intangibles, it could depress our stock price. · Product quality issues and a higher-than-expected number of warranty claims or returns could harm our business and operating results.
Biggest changeSome of these risks include: Risks Related to Our Sale of Drone-Related Products and Operations in the Drone Industry · Our failure to effectively manage our rapid growth could harm our business and result in material adverse effects on our future operating results. · We have substantial inventory and the lack of sufficient purchase orders may have a material adverse effect on our gross margins and results of operations. · We rely on significant customers, thus any failure to generate revenue from such customers may have a material adverse effect on our financial results. · The efficiency of our revenue growth is highly dependent on are ability to attract new customers and grow our existing customer relationships in a cost-effective manner. · We rely on a limited number of suppliers and do not have long-term binding contracts, thus a shortage or unavailability of components or materials used in our manufacturing process may cause significant delays in product delivery which could have a material adverse effect on our business and financial condition. · Our entry into a new manufacturing business may require additional working capital and issues with the manufacturing process may lead to an adverse impact on our business. · Product quality issues and a higher-than-expected number of warranty claims or returns could harm our business and operating results. · The loss of key personnel and the inability to attract qualified personnel may have a material adverse effect on our future success. · Future growth and ability to generate and grow revenue and achieve or maintain profitability may be adversely affected if our marketing initiatives are not effective in generating sufficient levels of brand awareness. · Damage to our facilities as a result of unforeseen events or unauthorized access and disruptions to our information technology systems could result in significant costs, reputational damage and an inability to efficiently and effectively conduct our business. · If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition. · If we are involved in litigation, it could harm our business or otherwise distract management. · We face competition from larger companies that have substantially greater resources which challenges our ability to establish market share, grow the business, and reach profitability. · We operate in an emerging and rapidly evolving industry which makes it difficult to evaluate our business and future prospects. · The imposition of rising tariffs or other factors that result in significant inflation may have a material adverse effect on our business and financial results. 8 Risks Related to Government Regulation of Our Operations and Industry · Failure to obtain necessary regulatory approvals from the FAA or other governmental agencies by us, our customers, or others who use our products, or limitations put on the use of UAS, in response to public privacy or safety concerns, may prevent us from expanding the sales of our drone solutions in the United States. · We are or may become subject to governmental export and import controls, economic sanctions and other laws and regulations that could subject us to liability and impair our ability to compete in international markets. · Legal and regulatory uncertainty surrounding the U.S. trade policy may cause significant disruption in our supply chain and have a material adverse effect on our business and operations.
As the consumer electronics and drone industries expand and more patents are issued, the risk increases that our current and future products may be subject to claims of infringement of the patent rights of third parties. Third parties may assert that we are employing their proprietary technology without authorization.
As the drone industries and consumer electronics expand and more patents are issued, the risk increases that our current and future products may be subject to claims of infringement of the patent rights of third parties. Third parties may assert that we are employing their proprietary technology without authorization.
In a highly inflationary environment, or any recession or economic downturn that may result, we may be unable to adjust our business is a manner that adequately addresses these challenges, and these developments could materially adversely affect our business, results of operations and financial condition.
In a highly inflationary environment, or any recession or economic downturn that may result, we may be unable to adjust our business is a manner that adequately addresses these challenges, and these developments could materially and adversely affect our business, results of operations and financial condition.
We are subject to a number of risks including: · We do not have a supply agreement requiring the manufacturer to produce a specified volume per year; · The manufacturer expects to deliver product quantities to us over a pre-determined period which increases the likelihood we may be unable to meet a large order from one or more customers; · Beyond the initial purchase orders, we have no assurances on future pricing which means future costs could adversely affect our marketing and future gross margins; · Because we have no non-compete from the manufacturer, it could manufacture the same products for our competitors; · We have no representations from the manufacturer on its intellectual property ownership of our products; and · Because we are not the manufacturer, we are subject to a number of risks including timely deliveries and quality control.
We are subject to a number of risks including: · we do not have a supply agreement requiring the manufacturer to produce a specified volume per year; · the manufacturer expects to deliver product quantities to us over a pre-determined period which increases the likelihood we may be unable to meet a large order from one or more customers; 12 · beyond the initial purchase orders, we have no assurances on future pricing which means future costs could adversely affect our marketing and future gross margins; · because we have no non-compete from the manufacturer, it could manufacture the same products for our competitors; · we have no representations from the manufacturer on its intellectual property ownership of our products; and · because we are not the manufacturer, we are subject to a number of risks including timely deliveries and quality control.
Even though we take precautions to prevent our products from being provided to targets of United Staets sanctions, our products, including our firmware updates, could be provided to those targets or provided by our customers despite such precautions. Further, the manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations.
Even though we take precautions to prevent our products from being provided to targets of United States sanctions, our products, including our firmware updates, could be provided to those targets or provided by our customers despite such precautions. Further, the manufacture and sale of our products in certain states and countries may subject us to environmental and other regulations.
We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to competitors or other companies before we realize the benefit of our investment in recruiting and training them.
We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to competitors or other companies before we realize the benefit of our investment in recruiting and training employees.
Because of the foregoing or other contingencies, these estimates could prove to be incorrect, such that our warranty obligations are higher than anticipated. Our warranty obligations may be affected by product failure rates, claims levels, material usage and product re-integration and handling costs.
Because of the foregoing or other contingencies, these estimates could prove to be incorrect, such that the warranty obligations are higher than anticipated. Warranty obligations may be affected by product failure rates, claims levels, material usage and product re-integration and handling costs.
Our operations will depend on information technology infrastructure and computer systems, both internal and external, to, among other things, record and process customer and supplier data, marketing activities and other data and functions and to maintain that data and information securely.
Our operations depend on information technology infrastructure and computer systems, both internal and external, to, among other things, record and process customer and supplier data, marketing activities and other data and functions and to maintain that data and information securely.
Any negative publicity related to the perceived quality of our products could affect our brand image and decrease retailer, distributor and consumer confidence and demand, which could adversely affect our operating results and financial condition. Further, accidental damage coverage and extended warranties are regulated in the United States at the state level and are treated differently within each state.
Any negative publicity related to the perceived quality of our products could affect our brand images and decrease retailer, distributor and consumer confidence and demand, which could adversely affect our operating results and financial condition. Further, accidental damage coverage and extended warranties are regulated in the United States at the state level and are treated differently within each state.
However, the FAA and other government bodies and agencies are considering changes to address the drone industry, which is relatively new and rapidly evolving. In addition, there exists public concern regarding the privacy and safety implications of the use of UAS. This concern has included calls to develop explicit written policies and procedures establishing usage limitations.
However, the FAA and other government bodies and agencies are considering changes to address the drone industry, which is relatively new and rapidly evolving. In addition, there exists public concern regarding the privacy and safety implications of the use of drones. This concern has included calls to develop explicit written policies and procedures establishing usage limitations.
Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions to our continuous operations, including the systems, facilities or operations of third parties with which we do business, such as resulting from cyber-attacks, could result in significant costs, reputational damage and limits on our ability to conduct our business activities.
Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions to our continuous operations, including the systems, facilities or operations of third parties with which we do business, such as resulting from cybersecurity attacks, could result in significant costs, reputational damage and limits on our ability to conduct our business activities.
We face intense competition for a limited number of qualified individuals with the requisite skills and experience from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do. These companies also may provide more diverse opportunities and better chances for career advancement.
We face intense competition for a limited number of qualified middle management individuals with the requisite skills and experience from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do. These companies also may provide more diverse opportunities and better chances for career advancement.
In either case, such a license may not be available on commercially reasonable terms or at all. 27 Parties making intellectual property claims against us may obtain injunctive or other equitable relief, which could block our ability to further develop and commercialize one or more of our products.
In either case, such a license may not be available on commercially reasonable terms or at all. 24 Parties making intellectual property claims against us may obtain injunctive or other equitable relief, which could block our ability to further develop and commercialize one or more of our products.
Generally, under current FAA regulations the failure to register a UAS, including model aircraft, in accordance with these rules may result in regulatory and criminal sanctions. The FAA may assess civil penalties up to $33,333. Criminal penalties include fines of up to $250,000 and/or imprisonment for up to three years.
Generally, under current FAA regulations the failure to register a drone, including model aircraft, in accordance with these rules may result in regulatory and criminal sanctions. The FAA may assess civil penalties up to $33,333. Criminal penalties include fines of up to $250,000 and/or imprisonment for up to three years.
In addition, to maintain a listing on NYSE American, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements standards, our Common Stock could be subject to delisting.
To maintain a listing on NYSE American, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements standards, our common stock could be subject to delisting.
Additionally, because our products are used as ancillary or supplemental components of a drone’s functions, we may become involved in disputes arising from a third party’s actions or products that utilize its technology, even if we were not the direct cause of the issue.
Additionally, because our enterprise products are used as ancillary or supplemental components of a drone’s functions, it may become involved in disputes arising from a third party’s actions or products that utilize its technology, even if we were not the direct cause of the issue.
Changes in interpretation of the regulations concerning extended warranties and accidental damage coverage on a federal, state, local or international level may cause us to incur costs or have additional regulatory requirements to meet in the future in order to continue to offer our support services.
Changes in interpretation of the regulations concerning extended warranties and accidental damage coverage on a federal, state, local or international level may cause us to incur costs or have additional regulatory requirements to meet in the future in order to continue to offer its support services.
Our Articles of Incorporation contains certain provisions which may result in difficulty in bringing actions against or on behalf of the Company or its affiliates. Section 7 of our Articles of Incorporation provides that the internal affairs of the Company, including derivative actions, shall be brought exclusively in the courts located in Clark County, Nevada.
Our Articles of Incorporation contain certain provisions which may result in difficulty in bringing actions against or on behalf of the Company or its affiliates. Section 7 of our Articles of Incorporation provides that our internal affairs, including derivative actions, shall be brought exclusively in the courts located in Clark County, Nevada.
In addition, if any of our product designs are defective or are alleged to be defective, we may be required to participate in a recall campaign. In part due to the terms of our warranty policy, any failure rate of our products that exceeds our expectations may result in unanticipated losses.
In addition, if any of our product designs are defective or are alleged to be defective, we may be required to participate in a recall campaign. In part due to the terms of our warranty policies, any failure rate of our products that exceeds our expectations may result in unanticipated losses.
While disputes from time-to-time are not uncommon, we may not be able to resolve such disputes on terms favorable to us which could have a material adverse impact on our results of operations and financial condition. Among other things, claims could be brought against us if use and misuse of our products causes personal injury or death.
While disputes from time-to-time are not uncommon, we may not be able to resolve such disputes on terms favorable to us which could have a material adverse impact on our results of operations. 19 Among other things, claims could be brought against us if use and misuse of our products causes personal injury or death.
Developing suitable alternate sources of supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to meet our development requirements or to fill our orders in a timely or cost-effective manner.
Developing suitable alternate sources of supply for these components may be time-consuming, difficult and costly, and we may not be able to source these components on terms that are acceptable to us, or at all, which may adversely affect our ability to fill our orders in a timely or cost-effective manner.
Further, we may be unaware of a prior attack and the damage caused thereby until a future time when remedial actions cannot be taken. Cyber-threats are often sophisticated and are continually evolving.
Further, we may be unaware of a prior attack and the damage caused thereby until a future time when remedial actions cannot be taken. Cybersecurity threats are often sophisticated and are continually evolving.
As described elsewhere in these Risk Factors, our operations and products, as well as those of our customers, collaborators and product end-users, come with the inherent possibility of lawsuits arising from product liability, property damage and personal injury, breach of contract and product warranty claims, intellectual property infringement, regulatory violations and sanctions, and data privacy issues, any of which can result in costly and time-consuming litigation which would divert our limited human and capital resources and could cause other adverse impacts on our business such as reputational harm and loss of future business.
As described elsewhere in these Risk Factors, our operations and products, as well as those of our customers, collaborators and product end-users, come with the inherent possibility of lawsuits arising from product liability, property damage and personal injury, breach of contract and product warranty claims, intellectual property infringement, regulatory violations and sanctions, and data privacy issues, any of which can result in costly and time-consuming litigation which would divert our limited management team and could cause other adverse impacts on our business such as reputational harm and loss of future business.
Intellectual property litigation is often extremely expensive and entails high legal fees and costs of expert witnesses. Numerous United States and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are pursuing product development and sales.
Intellectual property litigation is often extremely expensive and entails high legal fees and costs of expert witnesses. Numerous United States and foreign issued patents and pending patent applications, which are owned by third parties, exist in the drone business in which we are pursuing product development and sales.
A substantial majority of our products are subject to drone-related regulations enforced by the FAA, either directly or due to their inclusion in UAS offered by third parties.
A substantial majority of our products are subject to drone-related regulations enforced by the FAA, either directly or due to their inclusion in drones offered by third parties.
Section 7 also provides that the United States federal courts generally shall have exclusive jurisdiction over claims brought under the Securities Act, the effect of which is that an action under the Securities Act with respect to the Company may only be brought in the federal courts, whereas absent such provision the federal and commonwealth courts would otherwise have concurrent jurisdiction over such a matter.
Section 7 also provides that the United States federal courts generally shall have exclusive jurisdiction over claims brought under the Securities Act, the effect of which is that an action under the Securities Act with respect to the Company may only be brought in the federal courts, while absent such provision the federal and state courts would otherwise have concurrent jurisdiction over such a matter.
We may not be successful in meeting those expectations or in our efforts to identify, detect, prevent, mitigate and respond to such cyber-incidents or for our systems to recover in a manner that does not disrupt our ability to provide products and services to our customers or product personal, private or sensitive information about our business, customers or other third parties.
We may not be successful in meeting those expectations or in its efforts to identify, detect, prevent, mitigate and respond to such cybersecurity incidents or for its systems to recover in a manner that does not disrupt its ability to provide products and services to its customers or product personal, private or sensitive information about its business, customers or other third parties.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Common Stock, the market price for our Common Stock and trading volume could decline. The trading market for our Common Stock will be influenced by research or reports that industry or securities analysts publish about our business.
If securities or industry analysts adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline. The trading market for our common stock will be influenced by research or reports that industry or securities analysts publish about our business.
Our reliance on third-party manufacturers and service providers will entail risks to which we may not be subject if our future operations were more vertically integrated, including: · the ongoing supply chain shortages, and any future supply chain and logistics challenges that we or our vendors may face in the future, including due to the reliance on lithium-ion batteries and other materials for our products; · the inability to meet any product specifications and quality requirements consistently; · the impact of tariffs, the availability of United States supply sources and the impact of higher prices; · discontinuation or recall of products or component parts; · manufacturing and product quality issues related to scale-up of manufacturing; 20 · costs and validation of new equipment and facilities required for scale-up; · a failure to comply with applicable regulatory and safety standards in the United States and foreign markets in which we or our collaborators operate; · the inability to negotiate manufacturing and service agreements with third parties under commercially reasonable terms; · the possibility of breach or termination or nonrenewal of agreements with third parties in a manner that is costly or damaging to us; · we do not always execute definitive written agreements with our vendors, particularly those located in China, which exposes us to possible disputes concerning the existence or terms of our agreements and our intellectual property rights; · the reliance on a few sources, and sometimes, single sources for raw materials and components, such that if we cannot secure a sufficient supply of these product components, we cannot manufacture and sell products in a timely fashion, in sufficient quantities or under acceptable terms; · operations of our third-party manufacturers, suppliers or service providers could be disrupted by conditions unrelated to our business or operations, including the bankruptcy of the party; · carrier disruptions or increased costs beyond our control; · possible misappropriation of our proprietary technology; and · failing to deliver products under specified storage conditions and in a timely manner.
Our reliance on third-party manufacturers and service providers will entail risks to which we may not be subject if our future operations were more vertically integrated, including: · the ongoing supply chain shortages, and any future supply chain and logistics challenges that we or our vendors may face in the future, including due to the reliance on lithium-ion batteries and other materials for our products; · the inability to meet any product specifications and quality requirements consistently; · the impact of tariffs, the availability of United States supply sources and the impact of higher prices; · discontinuation or recall of products or component parts; · manufacturing and product quality issues related to scale-up of manufacturing; · costs and validation of new equipment and facilities required for scale-up; · a failure to comply with applicable regulatory and safety standards in the United States and foreign markets in which we or our collaborators operate; · the inability to negotiate manufacturing and service agreements with third parties under commercially reasonable terms; · the possibility of breach or termination or nonrenewal of agreements with third parties in a manner that is costly or damaging to our subsidiaries; · Our subsidiaries do not always execute definitive written agreements with their vendors, particularly those located in China, which exposes them to possible disputes concerning the existence or terms of their agreements and their intellectual property rights; · the reliance on a few sources, and sometimes, single sources for raw materials and components, such that if they cannot secure a sufficient supply of these product components, they cannot manufacture and sell products in a timely fashion, in sufficient quantities or under acceptable terms; · operations of these third-party manufacturers, suppliers or service providers could be disrupted by conditions unrelated to our subsidiaries’ business or operations, including the bankruptcy of the party; · carrier disruptions or increased costs beyond our subsidiaries’ control; · possible misappropriation of our subsidiaries’ proprietary technology; and · failing to deliver products under specified storage conditions and in a timely manner. 14 Any of these factors could result in a material and adverse affect upon our results of operations.
We anticipate the risk of product liability and other claims related to our products and their uses will grow as our products begin to be used. We are unable to predict if we will be able to obtain or maintain insurance for such claims. Insurance coverage is becoming increasingly expensive.
We anticipate the risk of product liability and other claims related to our products and their uses will grow as our business expands. We are unable to predict if we will be able to obtain or maintain insurance for such claims. Insurance coverage is becoming increasingly expensive.
Our failure to comply with past, present and future similar laws could result in reduced sales of our products, reputational damage, penalties and other sanctions, which could harm our business and financial condition.
Our failure to comply with past, present and future similar laws could result in reduced sales of its products, reputational damage, penalties and other sanctions, which could harm our business.
The regulation of UAS and drone solutions and component parts such as those we offer is subject to substantial change, with regulators including potential alterations, enhancements and additions to existing laws and regulations, and the ultimate treatment is uncertain.
The regulation of drones and drones component parts such as those we offer is subject to substantial change, with regulators including potential alterations, enhancements and additions to existing laws and regulations, and the ultimate treatment is uncertain.
In recent years, several organizations have suffered successful cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to customers, loss or misappropriation of sensitive or private data and reputational harm. If we are subject to a cyber-attack, we could suffer a similar breach or suspension in the future.
In recent years, a number of companies have suffered successful cybersecurity attacks launched both domestically and from abroad, resulting in the disruption of services to customers, loss or misappropriation of sensitive or private data and reputational harm. If we are subject to a cybersecurity attack, we could suffer a similar breach or suspension in the future.
Further, due to the tariffs and possibly large cuts in the size of the government, there may be increased unemployment and other economic factors which result in recession. In such event, our B2C business may be materially and adversely affected.
Further, due to the tariffs, possibly large cuts in the size of the government and possibly artificial intelligence (“AI”), there may be increased unemployment and other economic factors which could result in a recession. In such event, our B2C business may be materially and adversely affected.
The expectations of our customers and regulators with respect to the resiliency of our systems and the adequacy of our control environment with respect to such systems may increase as the risk of cyber-attacks, and the consequences of those attacks become more pronounced.
The expectations of our customers with respect to the resiliency of its systems and the adequacy of its control environment with respect to such systems may increase as the risk of cybersecurity attacks, and the consequences of those attacks become more pronounced.
The products that we sell could contain defects in design or manufacture. There can be no assurance we will be able to detect and remedy all defects in the hardware we sell, which could result in product recalls, product redesign efforts, loss of revenue, reputational damage and significant warranty and other remediation expenses.
There can be no assurance we will be able to detect and remedy all defects in the products we sell, which could result in product recalls, product redesign efforts, loss of revenue, reputational damage and significant warranty and other remediation expenses.
Our intention is to purchase certain components or sub-components from suppliers based in the United States, which may lead us to pay higher prices, or select parts from a more limited number of suppliers relative to our competitors, which would adversely impact our gross margin and operating results.
We are seeking to purchase certain components or sub-components from suppliers based in the United States, which may lead us to pay higher prices, or select parts from a more limited number of suppliers relative to our competitors, which would adversely impact our gross margins and operating results.
The risks, uncertainties and challenges encountered by companies operating in emerging and rapidly growing industries include: · generating sufficient revenue to cover operating costs and sustain operations; · acquiring and maintaining market share; · attracting and retaining qualified personnel; · successfully developing and commercially marketing new products; · complying with challenging supply chain issues which may arise; · complying with developing regulatory requirements; · the possibility that favorable estimates or projections prove to be incorrect; · responding effectively to changing technology, evolving industry standards, and changing customer needs or requirements; and · accessing the capital markets to raise additional capital, on reasonable terms, if and when required to sustain operations or to grow the business.
The risks, uncertainties and challenges encountered by companies operating in emerging and rapidly growing industries include: · generating sufficient revenue to cover operating costs and sustain operations; · acquiring and maintaining market share; · attracting and retaining qualified personnel; · successfully developing and commercially marketing new products; · complying with challenging supply chain issues which may arise; · complying with developing regulatory requirements; · the possibility that favorable estimates or projections prove to be incorrect; and · responding effectively to changing technology, evolving industry standards, and changing customer needs or requirements.
If a consumer causes damage to a person or property using our drone, we as a reseller of the drone could be sued for selling an allegedly defective product.
If a consumer causes damage to a person or property using a Rotor Riot drone, it as a reseller of the drone could be sued for selling an allegedly defective product.
If we are not successful in proving that we have prior rights in our marks and arguing that there is a likelihood of confusion between our marks and the marks of these third parties, our inability to prevent these third parties from using our marks may negatively impact the strength, value and effectiveness of our brand names and our ability to market our products and prevent consumer confusion. 29 Significant inflation could adversely affect our business and financial results.
If we are not successful in proving that we have prior rights in our marks and arguing that there is a likelihood of confusion between our marks and the marks of these third parties, our inability to prevent these third parties from using our marks may negatively impact the strength, value and effectiveness of our brand names and our ability to market our products and prevent consumer confusion.
Increased inventory levels can increase the potential risk for excess and obsolescence should our forecasts fail to materialize or if there are negative factors impacting our customers’ end markets. Such a risk becomes especially prevalent during a recession and market downturn.
Any such write off could be material. 10 Increased inventory levels can also increase the potential risk for excess and obsolescence should our forecasts fail to materialize or if there are negative factors impacting our customers’ end markets. Such a risk becomes especially prevalent during a recession and market downturn.
Any one of these or other factors discussed elsewhere in this Annual Report may result in fluctuations in our operating results, meaning that quarter-to-quarter comparisons may not necessarily be indicative of our future performance.
Any one of these or other factors discussed elsewhere in these Risk Factors may result in fluctuations in our operating results, meaning that period-to-period comparisons may not necessarily be indicative of our future performance.
The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.
These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws.
We currently have 26 issued patents, including five issued in the United States, and three pending patent applications. Certain patents were assigned to a wholly-owned subsidiary of the Company by UAV Patent Corp.
We currently have 29 issued patents, including five issued in the United States, and three pending patent applications. Certain patents were assigned to a wholly-owned subsidiary of the Company by UAV Patent Corp. (“UAV”) a wholly-owned subsidiary of Red Cat Holdings, Inc.
Any of these actions could significantly adversely affect the investment made by holders of our Common Stock. Holders of Common Stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our Common Stock could receive less proceeds in connection with any future sale of the Company, in liquidation or on any other basis.
Holders of common stock could potentially not receive dividends that they might otherwise have received. In addition, holders of our common stock could receive less proceeds in connection with any future sale of the Company, in liquidation or on any other basis.
Moreover, we cannot be certain whether: · we were the first to conceive, reduce to practice, invent, or file the inventions covered by each of our issued patents and pending patent applications; · others will independently develop similar or alternative products, technologies, services or designs or duplicate any of our products, technologies, services or designs; · any patents issued to us will provide us with any competitive advantages, or will be challenged by third parties; · we will develop additional proprietary products, services, technologies or designs that are patentable; or · the patents of others will have an adverse effect on our business.
Moreover, we cannot be certain whether: · we were the first to conceive, reduce to practice, invent, or file the inventions covered by each of our issued patents and pending patent applications; · others will independently develop similar or alternative products, technologies, services or designs or duplicate any of our products, technologies, services or designs; · any patents issued to us will provide us with any competitive advantages, or will be challenged by third parties; · we will develop additional proprietary products, services, technologies or designs that are patentable; or · the patents of others will have an adverse effect on our business. 25 The patents we own or license and those that may be issued to us in the future may be challenged, invalidated, rendered unenforceable or circumvented, and the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages.
Such proceedings or litigation also may be necessary to determine the enforceability, scope and validity of the proprietary rights of others. Any proceedings or lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns.
Such proceedings or litigation also may be necessary to determine the enforceability, scope and validity of the proprietary rights of others. Any proceedings or lawsuits that we initiate could be expensive, take significant time and divert management’s attention from other business concerns. We will register for certain of our trademarks in several jurisdictions worldwide.
Because our Common Stock is listed on NYSE American, we are subject to additional regulations and continued requirements. Because our Common Stock trades on the NYSE American, we are required to meet the continued listing standards for NYSE American. If we fail to meet NYSE American’s listing standards, our Common Stock may be delisted.
Because our common stock is listed on the NYSE American, we are required to meet the continued listing standards for NYSE American. If we fail to meet NYSE American’s listing standards, its common stock may be delisted.
Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity.
Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. Potential new employees may be unwilling or unable to relocate to the Orlando, Forida area. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity.
In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing common stockholders.
In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than the common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to its existing common stockholders Any of these actions could significantly adversely affect the investment made by holders of our common stock.
Even in those jurisdictions where we are able to register our trademarks, competitors may adopt or apply to register similar trademarks to ours, may register domain names that mimic ours or incorporate our trademarks, or may purchase keywords that are identical or confusingly similar to our brand names as terms in Internet search engine advertising programs, which could impede our ability to build our brand identity and lead to confusion among potential customers of our products and services.
As a result, we could be forced to pay significant settlement costs or cease the use of these trademarks and associated elements of our brand in the United States or other jurisdictions. 26 Even in those jurisdictions where we are able to register our trademarks, competitors may adopt or apply to register similar trademarks to ours, may register domain names that mimic ours or incorporate our trademarks, or may purchase keywords that are identical or confusingly similar to our brand names as terms in Internet search engine advertising programs, which could impede our ability to build our brand identity and lead to confusion among potential customers of our products and services.
Any failure or perceived failure by us, customers, or third-party vendors or end-users involved with our products to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our operating results and financial condition. 32 Governments are continuing to focus on privacy and data security, and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a way that is material to our business.
Any failure or perceived failure by us, customers, or third-party vendors or end-users involved with our products to comply with our privacy or security policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personal data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our operating results and financial condition.
In addition, the imposition of tariffs by the United States and a trade war with China will significantly increase the cost of our component parts. We will also be forced to increase prices to our customers which could result in decreased sales, especially if there is an economic recession.
In addition, the outcome of the United States tariff policies could significantly increase the cost of our component parts. We will also be forced to increase prices to our customers which could result in decreased sales, especially if there is an economic recession.
Fat Shark and Rotor Riot rely on third party suppliers for the resources needed to navigate these processes and expect to continue to rely on such parties when we reach the manufacturing and marketing stages.
Fat Shark and Rotor Riot rely on third party suppliers for the resources needed to navigate these processes and expect to continue to rely on such parties when we manufacture and market our component parts.
Our existing and future patents may not be sufficiently broad to prevent others from developing competing products, technologies, or designs. Intellectual property protection and patent rights outside of the United States, particularly in China, are even less predictable. As a result, the validity and enforceability of patents cannot be predicted with certainty.
Even if patents are issued, they may not be sufficient to protect our products, technologies, or designs. Our existing and future patents may not be sufficiently broad to prevent others from developing competing products, technologies, or designs. Intellectual property protection and patent rights outside of the United States, particularly in China, are even less predictable.
We cannot assure you that the response from regulatory agencies, customers and privacy advocates to these concerns will not delay or restrict the adoption of UAS and related products and technologies in certain markets.
There is no assurance that the response from regulatory agencies, customers and privacy advocates to these concerns will not delay or restrict the adoption of drones and related products and technologies in certain markets.
We may also be required to incur third party compliance costs. 16 The failure to maintain an adequate technology infrastructure and applications with effective cyber-security controls could impact operations, adversely affect our financial results, result in loss of business, damage our reputation or impact our ability to comply with regulatory obligations, leading to regulatory fines and sanctions.
The failure to maintain an adequate technology infrastructure and applications with effective cybersecurity controls could impact operations, adversely affect our financial results, result in loss of business, damage our reputation or impact our ability to comply with regulatory obligations, leading to regulatory fines and sanctions.
The occurrence of any material defects in our products could expose us to liability for damages and warranty claims in excess of our current reserves, and we could incur significant costs to correct any defects, warranty claims or other problems.
The limited warranty covers manufacturing defects and premature failures and extends only to the original customer and is non-transferrable. The occurrence of any material defects in our products could expose us to liability for damages and warranty claims in excess of our current reserves, and we could incur significant costs to correct any defects, warranty claims or other problems.
While we plan to enter into written agreements with certain of our employees and consultants with terms designed to protect our intellectual property rights, there cannot be any assurance that these provisions will provide us with the protection sought.
Unauthorized parties may attempt to copy or otherwise use aspects of our processes and products that we regard as proprietary. While we plan to enter into written agreements with certain of our employees and consultants with terms designed to protect our intellectual property rights, there cannot be any assurance that these provisions will provide us with the protection sought.
If we fail to obtain necessary regulatory approvals from the FAA or other governmental agencies by us, our customers, or others who use our products, or limitations put on the use of unmanned aircraft systems, or UAS in response to public privacy or safety concerns, may prevent us from expanding the sales of our drone solutions in the United States.
If we fail to obtain necessary regulatory approvals from the FAA or other governmental agencies or limitations are put on the use of drones in response to public privacy or safety concerns, it may prevent us from expanding the sales of our drone components in the United States.
We plan to require employees, contractors, consultants, financial advisors, suppliers, and strategic partners to enter into confidentiality and intellectual property assignment agreements (as appropriate), but these agreements may not provide sufficient protection for our trade secrets, know-how or other proprietary information.
We generally requires employees, contractors, consultants, financial advisors, suppliers, and strategic partners to enter into confidentiality and intellectual property assignment agreements (as appropriate), but these agreements may not provide sufficient protection for our trade secrets, know-how or other proprietary information and a failure to obtain such an agreement could have serious adverse consequences.
Any of the foregoing developments could result in materially adverse consequences to our Company, results of operations and financial condition. If we are unable to attract new customers or maintain and grow our existing customer relationships in a manner that is cost-effective, our revenue growth could be slower than we expect and our business may be harmed.
If we are unable to attract new customers or maintain and grow our existing customer relationships in a manner that is cost-effective, our revenue growth could be slower than we expect and our business may be harmed.
If we determine that a product does not meet product quality standards or may contain a defect, the launch of such product could be delayed until we remedy the quality issue or defect. The costs associated with any protracted delay necessary to remedy a quality issue or defect in a new product could be substantial.
If we determine that a product does not meet product quality standards or may contain a defect, the launch of such product could be delayed until we remedy the quality issue or defect.
Planned marketing expenditures are unknown and may not result in increased total sales or generate sufficient levels of product and brand name awareness. We may not be able to manage marketing expenditures on a cost-effective basis. Product quality issues and a higher-than-expected number of warranty claims or returns could harm our business and operating results.
Planned marketing expenditures are unknown and may not result in increased total sales or generate sufficient levels of product and brand name awareness. We may not be able to manage marketing expenditures on a cost-effective basis.
As an emerging growth company, we have elected to take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies.
We qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies.
If we fail to grow revenue or to achieve or sustain profitability, our business, financial condition, results of operations, and prospects could be materially adversely affected and the market price of our Common Stock could be adversely affected. 12 Rising threats of international tariffs, including tariffs applied to goods between the United States and China, may materially and adversely affect our business.
If we fail to grow revenue or to achieve or sustain profitability, our business, financial condition, results of operations, and prospects could be materially adversely affected and the market price of our Common Stock could be adversely affected.
Our failure to obtain required import or export approval or to comply with other applicable domestic or international laws and regulations for our products or operations could harm our international and domestic sales and adversely affect our revenue, or could subject us to costly proceedings, penalties or damages and negative publicity. 31 If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.
Our failure to obtain required import or export approval or to comply with other applicable domestic or international laws and regulations for our products or operations could harm our international and domestic sales and adversely affect our revenue, or could subject us to costly proceedings, penalties or damages and negative publicity.
Our reliance on single source, or a small number of suppliers involves a number of additional risks, including risks related to supplier capacity constraints, price increases, timely delivery, component quality, failure of a key supplier to remain in business and adjust to market conditions, delays in, or the inability to execute on, a supplier roadmap for components and technologies; and natural disasters, fire, acts of terrorism or other catastrophic events, including global pandemics.
Our reliance on a small number of suppliers involves a number of additional risks, including risks related to supplier capacity constraints, price increases, timely delivery, component quality, failure of a key supplier to remain in business and adjust to market conditions, delays in, or the inability to execute on, a supplier roadmap for components and technologies; and natural disasters, fire, acts of terrorism or other catastrophic events, including global pandemics. 13 The development and manufacturing of headsets encompasses several complex processes and several steps of our production processes are dependent upon third party vendors, supply chains, the availability of PCBs, optics, and certain chips.
Risks Related to Our Common Stock · The market price of our shares of Common Stock is subject to fluctuation. · Our stock price may be and has been volatile, which could result in substantial losses to investors. · We are incurring significant additional costs as a result of being a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices. · Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us. · Because our Common Stock is listed on NYSE American, we are subject to additional regulations and continued requirements. · Our Board of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect current holders of our Common Stock. · If we raise capital in the future, it may dilute our existing stockholders’ ownership and/or have other adverse effects on us, our securities or our operations. · Common stock eligible for future sale may adversely affect the market. · If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Common Stock, the market price for our Common Stock and trading volume could decline. · We and our investors face the implications of our status as an emerging growth company under the federal securities laws and regulations. · We have never paid dividends and we do not expect to pay dividends for the foreseeable future. · Our Certificate of Incorporation contains certain provisions which may result in difficulty in bringing stockholder actions against or on behalf of the Company or its affiliates. 10 RISK FACTORS Investing in our Common Stock involves a high degree of risk.
Risks Related to our Common Stock · The market price of our common stock is subject to significant fluctuation and volatility which may result in substantial losses for our investors. · Because our common stock is listed on the NYSE American, we are subject to additional regulations and continued listing requirements. · Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us. · If securities or industry analysts adversely change their recommendations regarding our common stock, the market price for our common stock and trading volume could decline. · We and our investors face the implications of our status as an emerging growth company under the federal securities laws and regulations. · Our Board of Directors may authorize and issue shares of new classes of stock that could be superior to or adversely affect current holders of our Common Stock. · Our Articles of Incorporation contain certain provisions which may result in difficulty in bringing actions against or on behalf of the Company or its affiliates. 9 RISK FACTORS Investing in our Common Stock involves a high degree of risk.
Risks Related to our Business and Financial Condition Because the Company had a limited operating history prior to its acquisition of Fat Shark and Rotor Riot, any investment in us is highly speculative. We completed our acquisitions of Fat Shark and Rotor Riot simultaneously with the closing of our IPO in February 2024.
Risks Related to our Financial Condition Because the Company has a limited operating history, any investment in us is highly speculative. We essentially had no business operations or revenue until we acquired Fat Shark and Rotor Riot simultaneously with the closing of our initial public offering (the “IPO”) in February 2024.
Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. In addition, if we move into new geographies, we will need to attract and recruit skilled personnel in those areas.
Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture.
(“UAV”) a wholly-owned subsidiary of Red Cat, in each case with a non-exclusive, non-sublicensable royalty free perpetual license back to UAV for Red Cat to make, use and sell products subject to such assigned patents and applications solely with respect to military and defense drone applications.
(“Red Cat”), in each case with a non-exclusive, non-sublicensable royalty free perpetual license back to UAV for Red Cat to make, use and sell products subject to such assigned patents and applications solely with respect to military and defense drone applications. We will apply for patents covering our products, services, technologies, and designs, as we deem appropriate.
In addition, if we experience a significant increase in demand for our products, our suppliers might not have the capacity or elect not to meet our needs as they allocate components to other customers.
Any such event could disrupt our operations and have an adverse effect on our business, financial condition and results of operations. In addition, if we experience a significant increase in demand for our products, our suppliers might not have the capacity or elect not to meet our needs as they allocate components to other customers.
These provisions include but are not limited to: reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 36 We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (b) the last day of our fiscal year following February 16, 2029; (c) the date on which we have, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur as of the end of any fiscal year if the market value of our Common Stock that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.
We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (b) the fifth anniversary of the completion of our IPO; (c) the date on which we have, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934 (the “Exchange Act”), which would occur as of the end of any fiscal year if the market value of share of our common stock that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.
We do not know whether, and there can be no assurance that, any of our patent applications will result in the issuance of any patents. Even if patents are issued, they may not be sufficient to protect our products, technologies, or designs.
We may fail to apply for patents on important products, services, technologies or designs in a timely fashion, or at all. We do not know whether, and there can be no assurance that, any of our patent applications will result in the issuance of any patents.
The occurrence of any of these events may adversely affect our business, financial condition and operating results. We will register for certain of our trademarks in several jurisdictions worldwide. In some jurisdictions where we will apply to register our trademarks, other applications or registrations may exist for the same, similar, or otherwise related products or services.
In some jurisdictions where we will apply to register our trademarks, other applications or registrations may exist for the same, similar, or otherwise related products or services.
Risks Related to Government Regulation of Our Operations and Industry If we fail to have other drone products approved for the Department of Defense’s Blue Framework, our future results of operations may be materially and adversely affected. We have had multiple United States made drone products that have been approved and added to the Department of Defense’s Blue Framework.
Risks Related to Government Regulation of Our Operations and Industry If we fail to have other drone products approved for the Department of War’s Blue UAS Cleared List which we refer to as the “Blue List”, our future results of operations may be materially and adversely affected.
Unusual Machines must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations, and growth process.
Unusual Machines must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies in their early stages of operations, and growth process. For all these reasons, we may be unable to achieve or maintain profitability in a timely manner or at all.
The costs of compliance with, and other burdens imposed by, the GDPR, CCPA, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business.
The costs of compliance with, and other burdens imposed by, the CCPA, GDPR, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business. 18 As noted, in addition to the CCPA, the United States currently has a number of states that have data privacy laws in place, or data privacy laws set to soon take effect ranging from narrow to comprehensive in nature.
There are inherent risks in connection with launching our component manufacturing business, which include: · the need to expend working capital to purchase manufacturing equipment; rent a facility and to hire personnel with the requisite skills to fabricate our drones which could initially have an adverse effect on our working capital; · to the extent that there are delays in receiving the requisite equipment necessary to manufacture our drones and component parts, our customers for our products may seek alternative manufacturers and our manufacturing business could be adversely affected; · to the extent that any of the equipment that we purchase is sourced overseas, we may be impacted by tariffs imposed by the current administration; and · the manufacturing equipment that we acquire may have bugs or may not be in sound working order and the products we manufacture may not be manufactured in accordance with our or our customers specifications, which result in conflicts with customers, the loss of revenues or damage to our reputation.
There are inherent risks in connection with launching our component manufacturing business, which include: · the need to expend working capital to purchase manufacturing equipment, rent facilities and to hire personnel with the requisite skills to fabricate drone motors, headsets, batteries and cameras which could initially have an adverse effect on our working capital; · the manufacturing equipment and software that we acquire may have bugs or may not be in sound working order and the products we manufacture may not be manufactured in accordance with our or our customers specifications, which result in conflicts with customers, the loss of revenues or damage to our reputation; and · we may encounter cost overruns for a variety of reasons which due to fixed priced customer orders leads to operating losses.

309 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added1 removed2 unchanged
Biggest changeWe intend to devote financial and personnel resources to implement and maintain security measures to meet regulatory requirements and stakeholder expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure.
Biggest changeWe intend to devote financial and personnel resources to implement and maintain security measures to meet regulatory requirements and stakeholder expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. We intend to establish and maintain a Cybersecurity Maturity Model Certification compliance program and will work to meet all applicable deadlines.
While there can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective, we believe that the Company’s investment in people and technologies will contribute to a culture of continuous improvement that will put the Company in a position to protect against potential compromises and we do not believe that risks from prior cybersecurity threats have materially affected our business to date.
While there can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective, we believe that the Company’s investment in people and technologies will contribute to a culture of continuous improvement that will put the Company in a position to protect against potential compromises and we do not believe that risks from any prior cybersecurity threats have materially affected our business to date.
We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations , or financial condition. 38
We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition.
Removed
We intend to establish and maintain a Cybersecurity Maturity Model Certification (“CMMC”) compliance program and will work to meet all applicable deadlines.

Item 2. Properties

Properties — owned and leased real estate

0 edited+1 added3 removed0 unchanged
Removed
Item 2. Properties. Our principal place of business is located in Orlando, Florida at the Rotor Riot facility. In October 2023, Rotor Riot signed a five-year lease for a 6,900 sq. foot facility in Orlando, FL.
Added
Item 2. Properties. Our corporate headquarters is in Orlando, Florida where as of March 2026, we lease five different facilities which are utilized for drone parts manufacturing, warehousing and our corporate headquarters. In addition, we lease a manufacturing facility in Canberra, Australia for motor production. Our leases vary in length, of which go through 2029.
Removed
We currently anticipate that the current leased space will be sufficient to support our current and future needs, except to support our new drone component manufacturing business. We expect we can lease a suitable facility near our executive offices with comparable costs per square foot. In addition, we have an executive office located at 15 Ave.
Removed
Muñoz Rivera, Suite2200, San Juan, Puerto Rico 00901 which we sublet from Red Cat on month-to-month basis.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings. From time to time, we may be involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. For additional information, see “Note 15. Commitments and Contingencies” to our financial statements included in this Form 10-K. Item 4. Mine Safety Disclosures None. 39 PART II
Biggest changeItem 3. Legal Proceedings. From time to time, we may be involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. For additional information, see “Note 15. Commitments and Contingencies” to our financial statements included in this Form 10-K. Item 4. Mine Safety Disclosures None. 33 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+1 added0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 39 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40 Item 6. Selected Financial Data 41 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 33 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. Selected Financial Data 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 42 Item 8.
Added
Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 43 Item 9A. Controls and Procedures 4 3 Item 9B. Other Information 4 4

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+4 added6 removed0 unchanged
Biggest changeDividends The Company has never paid dividends on its Common Stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business.
Biggest changeHolders As of February 26, 2026, there were approximately 18 holders of record of our Common Stock. In addition, there are approximately 17,655 beneficial owners who hold shares of our Common Stock in “street name”. Dividends The Company has never paid dividends on its Common Stock and does not anticipate that it will pay dividends in the foreseeable future.
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock has been traded on the NYSE American under the symbol “UMAC” since our IPO on February 14, 2024. The last reported sales price of our Common Stock on March 25, 2025 was $7.23.
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock has been traded on the NYSE American under the symbol “UMAC” since our IPO on February 14, 2024. The last reported sales price of our Common Stock on March 11, 2026 was $19.84.
Any future determination of applicable dividends will be made at the discretion of the Board of Directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.
It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the Board of Directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant.
Removed
Holders As of February 25, 2025, there were approximately 1,523 holders of record of our Common Stock. These numbers are based on the actual number of holders registered at such date and does not include holders whose shares are held in “street name” by brokers and other nominees.
Added
Recent Sales of Unregistered Securities On November 20, 2025, the Company issued a total of 500,000 shares of the Company’s common stock to its officers. The shares were valued at $3,880,000 based on the $7.76 quoted trading price on grant date and expensed on the grant date.
Removed
Securities Authorized for Issuance Under Equity Compensation Plan The following table provides information regarding our equity compensation plans as of December 31, 2024: Equity Compensation Plan Information Plan category Number of securities to be issued upon exercise of outstanding options, warrants, and vesting of restricted stock Weighted-average exercise price of outstanding options and warrants Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 480,000 $ 0.85 617,341 Equity compensation plans not approved by security holders – $ – – The Company’s 2022 Equity Incentive Plan (the “Plan”) currently has 693,227 shares of Common Stock available for issuance as of the date of this Annual Report on Form 10-K which includes the increase in total authorized shares for the 5% evergreen provision as of January 1, 2025 and the reduction of total authorized shares related to additional issuances since December 31, 2024.
Added
On December 29, 2025, the Company issued 142,299 shares of the Company’s restricted common stock to certain officer and directors of the Company upon exercise of warrants to purchase common stock. The Company received cash proceeds of $65,461 for cash exercised warrants.
Removed
The Plan contains an “evergreen” provision, pursuant to which the number of shares of Common Stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning in 2025 and ending in 2032 equal to the lesser of (a) 5% of the shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of stock as determined by our Board. 40 Use of Proceeds On February 13, 2024, the SEC declared effective our registration statement on Form S-1 (File No. 333-270519), as amended, filed in connection with our IPO.
Added
On December 31, 2025, the Company issued 3,140 shares of the Company’s restricted common stock to each of three of the Company’s non-employee directors for services as a director. The shares of restricted stock are fully vested and granted under the Company’s 2022 Equity Incentive Plan (the “Plan”).
Removed
On February 16, 2024, we closed our IPO in which we sold 1,250,000 shares of our Common Stock, resulting in net proceeds of $3,849,555 after deducting offering costs, underwriting discounts, and other commissions.
Added
The shares were valued at $12,.74 per share, which was the quoted trading price of the Company’s Common Stock on the date of grant, for a total value of approximately $120,000. The shares issued above were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) thereunder.
Removed
There was no material change in the planned use of proceeds from our IPO from that described in the prospectus dated February 16, 2024, filed with the SEC pursuant to Rule 424(b)(1) under the Securities Act.
Removed
As described in such prospectus, we have used IPO proceeds to pay $1.0 million to Red Cat related to the business combination and acquisition of Fat Shark and Rotor Riot and the remaining amount will be used for working capital and general corporate purposes.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

34 edited+49 added29 removed18 unchanged
Biggest changeThe fair value is determined based on assumptions used in valuations and estimates determined by management, which are subjective. Impairment of goodwill and long-lived assets Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized.
Biggest changeImpairment of goodwill and long-lived assets Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired business are recognized at fair value on the acquisition date.
Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Form 10-K, particularly in the section entitled “Risk Factors.” Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our” and the “Company” refer to Unusual Machines, Inc. and its subsidiaries.
Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Form 10-K, particularly in the section entitled “Risk Factors.” Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “Unusual Machines,” and the “Company” refer to Unusual Machines, Inc. and its subsidiaries.
We believe that the net proceeds from our 2024 financings, warrant exercises, revenues, and existing cash balances will be sufficient to fund our current operating plans through at least the next 12 months.
We believe that the net proceeds from our 2025 financings, warrant exercises, revenues, and existing cash balances will be sufficient to fund our current operating plans through at least the next 12 months.
In December 2024, two investors and note holders exercised their option to convert $3,000,000 of the then outstanding Convertible Note into 1,507,538 shares of Common Stock at a price of $1.99 per share. After the conversion and as of December 31, 2024, we no longer have any debt outstanding.
In December 2024, two investors and note holders exercised their option to convert $3.0 million of the then outstanding Convertible Note into 1,507,538 shares of Common Stock at a price of $1.99 per share. After the conversion and as of December 31, 2024, we no longer have any debt outstanding.
These values and estimates are subjective. 45 Derivatives and Fair Value The fair value of our derivative liabilities are determined using the binomial option pricing model which values the liability on the stock price at the grant date, the estimate volatility of the stock, the estimate of the expected term, the risk-free interest rate over the expected term, and certain estimates and probabilities of different outcomes.
Derivatives and Fair Value The fair value of our derivative liabilities are determined using the binomial option pricing model which values the liability on the stock price at the grant date, the estimate volatility of the stock, the estimate of the expected term, the risk-free interest rate over the expected term, and certain estimates and probabilities of different outcomes.
During the year ended December 31, 2024, we recognized a loss on impairment of goodwill of $10,073,326 compared to $0 for the year ended December 31, 2023, resulting in an increase of $10,073,326 or 100%.
During the year ended December 31, 2025, we recognized a loss on impairment of goodwill of $0 compared to $10,073,326 for the year ended December 31, 2024, resulting in a decrease of $10,073,326 or 100%.
In December 2024, we also had several investors exercise 684,000 warrants with cash and we issued 684,000 shares of our Common Stock for total cash proceeds of $1,523,700.
In December 2024, we also had several investors exercise 684,000 warrants with cash and we issued 684,000 shares of our Common Stock for total cash proceeds of approximately $1.5 million.
Accounts Receivable We carry our accounts receivable at invoiced amounts. We evaluate our accounts receivable on a periodic basis and establish an allowance for credit losses based on a history of past write-offs and collections and current credit conditions. Accounts are written-off as uncollectible at the discretion of management.
Accounts Receivable We carry our accounts receivable at invoiced amounts. We evaluate our accounts receivable on a periodic basis and establish an allowance for credit losses based on a history of past write-offs and collections and current credit conditions.
On February 26, 2025, multiple investors exercised 1,224,606 warrants at $1.99 per warrant from the October 2024 Private Placement and we issued 1,224,606 shares of our Common Stock and received cash proceeds of $2,436,966. As of March 25, 2025, we have approximately $5.0 million in cash.
On February 26, 2025, multiple investors exercised 1,224,606 warrants at $1.99 per warrant from the October 2024 Private Placement and we issued 1,224,606 shares of our Common Stock and received cash proceeds of approximately $2.4 million.
In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.
In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
The loss on goodwill impairment relates to the difference in the fair value calculation of goodwill from the acquisitions of Rotor Riot and Fat Shark as compared to the carrying value as of the measurement date. We did not have any goodwill in the prior year as the acquisitions had not yet been completed.
The loss on goodwill impairment in 2024 relates to the difference in the fair value calculation of goodwill from the acquisitions of Rotor Riot and Fat Shark as compared to the carrying value as of December 31, 2024. We did not have any goodwill impairment in 2025.
Gross Margin During the year ended December 31, 2024, our gross margin was $1,546,251 compared to $0 during the year ended December 31, 2023, resulting in an increase of $1,546,251 or 100%. Our gross margin, as a percentage of sales, totaled 28% during the year ended December 31, 2024, compared to 0% during the year ended December 31, 2023.
Gross Margin During the year ended December 31, 2025, our gross profit was $3,906,847 compared to $1,546,251 during the year ended December 31, 2024, resulting in an increase of $2,360,596 or 153%. Our gross margin, as a percentage of sales, totaled 35% during the year ended December 31, 2025, compared to 28% during the year ended December 31, 2024.
Louis Federal Reserve Bank with a term equal to the expected life of the option. The expected life of the option was estimated based on a mid-point method calculation. In addition, the Company issued shares of our Common Stock in 2023 to consultants for services performed.
Louis Federal Reserve Bank with a term equal to the expected life of the option. The expected life of the option was estimated based on a mid-point method calculation.
Actual results could differ from those estimates made by management. 44 Business Combinations The Fat Shark and Rotor Riot acquisitions are accounted for as a business combination under ASC 805. We recognized the assets acquired and liabilities assumed at fair value as of the date of acquisition.
Business Combinations The Fat Shark, Rotor Riot, and Rotor Lab acquisitions were accounted for as a business combination under ASC 805. We recognized the assets acquired and liabilities assumed at fair value as of the date of acquisition. The fair value is determined based on assumptions used in valuations and estimates determined by management, which are subjective.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 41 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.
Operations expenses primarily relate to our direct operations including our warehouse personnel and warehouse expenses. During the year ended December 31, 2024, research and development expenses totaled $90,584 compared to $0 for the year ended December 31, 2023, resulting in an increase of $90,584 or 100%.
Operating Expenses During the year ended December 31, 2025, operations expenses totaled $3,234,706 compared to $959,740 during the year ended December 31, 2024, resulting in an increase of $2,274,966 or 237%. Operations expenses primarily relate to our direct operations including our warehouse personnel and warehouse expenses.
Revenue Recognition We receive revenues from the sale of products from both retail distributers and individual consumers. Sales revenue is recognized when the products are shipped and the price is fixed or determinable, no other significant obligations of the Company exist and collectability is probable.
Sales revenue is recognized when the products are shipped and the price is fixed or determinable, no other significant obligations of the Company exist and collectability is probable. Revenue is recognized when the title to the products has been passed to the customer, which is the date the products are shipped to the customer.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their fair value.
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their fair value. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements. Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect.
Operating Activities Net cash used in operating activities was $3,996,367 during the year ended December 31, 2024, compared to net cash used in operating activities of $1,776,552 during the year ended December 31, 2023, representing an increase of $2,219,815 or 125%.
Cash Flows Operating Activities Net cash used in operating activities was $21,177,620 during the year ended December 31, 2025, compared to net cash used in operating activities of $3,966,368 during the year ended December 31, 2024, representing an increase of $17,181,252 or 433%.
Results of Operations We acquired Fat Shark and Rotor Riot on February 16, 2024 and generated no revenue from 2023 through the date of acquisition. For pro forma information unaudited result of operations reflecting our performance if we had owned these subsidiaries as of January 1, 2023, See Note 3 to our Consolidated Financial Statements.
Results of Operations We acquired Fat Shark and Rotor Riot on February 16, 2024 and generated no revenue from January 1, 2024 through the date of acquisition.
Cost of Goods Sold During the year ended December 31, 2024, we incurred cost of goods sold of $4,019,068 compared to $0 during the year ended December 31, 2023, resulting in an increase of $4,019,068 or 100%. Similar to revenues, we did not incur any cost of goods sold until the closing of the acquisitions on February 16, 2024.
Cost of Goods Sold During the year ended December 31, 2025, we incurred cost of goods sold of $7,292,370 compared to $4,019,068 during the year ended December 31, 2024, resulting in an increase of $3,273,302 or 81%.
General and administrative expenses incurred during 2024 include expenses related to operations for a public company including legal and other professional fees, public company insurance expense, and other costs associated with being public. In addition, we also incurred $2,320,206 in non-cash stock compensation expense.
General and administrative expenses incurred during 2025 include expenses related to operations for a public company including legal and other professional fees, public company insurance expense, and other costs associated with being public. We’ve also increased our headcount to support our growth which includes building out our accounting, HR, and facilities staff.
Other expenses mostly consists of non-cash related charges including $16,146,205 for the change in fair value from our derivatives including the conversional option feature on the note payable and the warrant liability. It is offset by a non-cash gain on debt extinguishment of $1,259,979.
We also generated $1,623,317 in realized gains from our investments and an additional $2,469,908 in unrealized gains from our investments in the drone industry. During 2024, other income and expenses mostly consisted of non-cash related charges including $16,146,205 for the change in fair value from our derivatives including the conversional option feature on the note payable and the warrant liability.
Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired business are recognized at fair value on the acquisition date. Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired.
Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired.
We anticipate our gross margin to fluctuate period to period depending on certain promotions and products that are sold during the period and the margins we generated during the quarter are in line with our expectations and normal operating margins.
We anticipate our gross margin to fluctuate period to period depending on certain promotions and products that are sold during the year including the mix between retail and enterprise sales. The increase in gross margin during the year was based on our larger mix of enterprise orders during 2025.
Our current liabilities as of December 31, 2024 totaled $933,669, primarily consisting of accounts payable and accrued expenses of $668,732 and customer deposits and other current liabilities of $264,937. Our net working capital as of December 31, 2024 was $5,161,960.
Our current liabilities as of December 31, 2025 totaled $2,601,347, primarily consisting of accounts payable and accrued expenses of $1,506,793, operating lease liabilities of $456,429 and customer deposits of $638,125. Our net working capital as of December 31, 2025 was $156,910,135.
The change relates to proceeds received from multiple activities during 2024 including our IPO in February 2024 of $5,000,000, the Private Placement in October 2024 of $2,047,105 and warrant exercises in December 2024 of $1,523,700 offset by change in offering costs of $434,154.
The change relates to proceeds received from multiple financings during 2025 including our confidentially marketed public offering of $40,000,000 in May 2025, our registered direct offering of $48,500,000 in July 2025, and our at-the-market offering of $72,145,636 in October 2025. We received $5,000,000 related to our IPO in 2024 and an additional $2,047,105 from a private placement in October 2024.
Net Loss Our net loss for the year ended December 31, 2024, totaled $31,980,468 including non-cash charges of approximately $26.7 million. This compared to $2,383,462 for the year ended December 31, 2023, resulting in an increase in net loss of $29,597,006.
This compared to $31,980,468 for the year ended December 31, 2024, resulting in a decrease in net loss of $12,786,851.
Finally, other expenses included $116,981 for interest expense that the Company paid in relation to its Note Payable during the year and interest income of $1,146. We did incur these same costs in 2023 as we did not have operational activities until after our IPO and the completion of the acquisitions.
It was offset by a non-cash gain on debt extinguishment of $1,259,979. Finally, other expenses included $116,981 for interest expense that the Company paid in relation to its note payable during the year and interest income of $1,146. Net Loss Our net loss for the year ended December 31, 2025, totaled $19,193,617.
Research and development expense primarily relates to new product development as we continue to partner with manufacturers to bring drone component manufacturing to the United States and include expenses incurred related to our Blue UAS products. 42 During the year ended December 31, 2024, sales and marketing expenses totaled $1,091,268 compared to $0 for the year ended December 31, 2023, resulting in an increase of $1,091,268 or 100%.
Research and development expense primarily relates to new product development as we continue to partner with manufacturers to bring drone component manufacturing to the United States. We expect our research and development expenses to increase some as we continue to build out our products, however, we do not anticipate a significant growth as compared to revenue and other costs.
Investing Activities Net cash used in investing activities was $852,801 during the year ended December 31, 2024 compared to net cash used in investing activities of $3,164 during the year ended December 31, 2023, representing an increase of $849,637.
This was offset by an increase in operating lease liabilities of $2,288,458 with the addition of our additional facilities and increase in our accounts payable and accrued expenses of $479,259. 38 Investing Activities Net cash used in investing activities was $37,090,810 during the year ended December 31, 2025 compared to net cash used in investing activities of $852,801 during the year ended December 31, 2024, representing an increase of $36,238,009.
This change in net cash used in investing activities related to the $1,000,000 we paid to purchase Fat Shark and Rotor Riot, offset by $147,199 in cash acquired as compared to $3,164 used for purchase of computer equipment during 2023. 43 Financing Activities Net cash provided by financing activities totaled $7,711,718 during the year ended December 31, 2024, compared to net cash used in financing activities of $424,933 during the year ended December 31, 2023, resulting in an increase in net cash provided by financing activities of $8,136,651.
Financing Activities Net cash provided by financing activities totaled $157,769,034 during the year ended December 31, 2025, compared to net cash provided by financing activities of $7,711,718 during the year ended December 31, 2024, resulting in an increase in net cash provided by financing activities of $150,057,316.
Liquidity and Capital Resources As of December 31, 2024, we had current assets totaling $6,095,629 primarily consisting of cash balances of $3,757,323, inventory of $1,335,503 and prepaid deposits for inventory of $904,728.
Liquidity and Capital Resources As of December 31, 2025, we had current assets totaling $159,511,482 primarily consisting of cash balances of $103,261,397, trading security investments of $39,214,909, accounts receivable of $1,779,423, inventory of $5,316,648 and prepaid deposits for inventory of $9,748,483, and other current assets of $190,622.
Other Expenses During the year ended December 31, 2024, other expenses totaled $15,002,061 compared to $0 during the year ended December 31, 2023, resulting in an increase of $15,002,061 or 100%.
During the year ended December 31, 2025, sales and marketing expenses totaled $1,581,716 compared to $1,091,268 for the year ended December 31, 2024, resulting in an increase of $490,448 or 45%. Sales and marketing expenses primarily relate to advertising spend related to Rotor Riot, marketing events and payroll expenses for our sales and marketing team.
Removed
Recent Developments Private Placement On October 29, 2024 (the “Closing Date”), we entered into Securities Purchase Agreements (the "SPA”) with accredited investors (each, an "Investor” and together the "Investors”) for a private placement offering ("Private Placement”), for aggregate gross proceeds of $1.95 million before deducting fees to the placement agent and other expenses payable by us in connection with the Private Placement.
Added
Recent Developments At the Market Agreement On August 28, 2025, we entered into a Capital on Demand Sales Agreement (the "Sales Agreement”) with Jones Trading Institutional Services LLC ("Jones”), pursuant to which we may issue and sell over time and from time to time up to $300,000,000 worth of shares of our common stock (the "Shares”).
Removed
We intend to use the net proceeds of the Offering for working capital and general corporate purposes. As part of the Private Placement, we issued an aggregate of 1,286,184 units at a per unit purchase price of $1.52 per unit.
Added
Sales of the Shares, if any, may be made by any method permitted by law deemed to be an "at the market” offering as defined in Rule 415 of the Securities Act of 1933 (the "Securities Act”), including without limitation sales made directly on or through the NYSE American, the trading market for the Company’s common stock, or any other existing trading market in the United States for the Company’s common stock, sales made to or through a dealer other than on an exchange or otherwise, sales made directly to Jones as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.
Removed
Each unit consisted of one share of Common Stock and one warrant to purchase one share of the Company’s Common Stock (each an "Investor Warrant”) and collectively, the Investor Warrants”).
Added
Jones will use commercially reasonable efforts to sell on behalf of us all the Shares requested to be sold by us, consistent with its normal trading and sales practices, subject to the terms of the Sales Agreement.
Removed
The Investor Warrants have a term of five and a half years from the Closing Date and may not be exercised for 180 days after the Closing Date and are exercisable at $1.99 per share, subject to certain limitations and adjustments set forth in the Investor Warrants. On February 25, 2025, the 2025 Special Meeting of the Company was held.
Added
Under the Agreement, Jones will be entitled to compensation of 3.0% of the gross proceeds from the sales of the Shares sold under the Sales Agreement. In addition, we have agreed to reimburse Jones for the fees and disbursements of its counsel, in an amount not to exceed $55,000.
Removed
At the 2025 Special Meeting, the Company’s stockholders voted and approved on a waiver of the provision that certain warrants are only exercisable 180 days after issuance. On February 26, 2025, the Company issued 1,224,606 shares of Common Stock to various warrant holders who exercised their warrants at an exercise price of $1.99.
Added
In addition, we shall reimburse Jones for legal fees of its counsel up to $3,750 for each quarterly due diligence update. The Shares are being offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “SEC”).
Removed
The Company received gross proceeds in the aggregate amount of $2,436,966 as a result of the warrant exercises. The shares of common stock issued are fully registered under the Registration Statement on Form S-1 (SEC Registration Number 333-283494).
Added
During the month of October 2025, we sold 4,666,600 shares of common stock at an average price of $15.46 per share under the Agreement for total gross proceeds of approximately $72.1 million.
Removed
All of the Investor Warrants were exercised other than Investor Warrants held by Allan Evans, our Chief Executive Officer, Sanford Rich and Robert Lowry, who are each members of our Board. 41 Potential Aloft Acquisition On February 1, 2025, we entered into a Merger Agreement to acquire drone software company, Aloft.
Added
We paid Jones approximately $2.2 million related to the sales of common stock under the Sales Agreement. 35 Recent Customer Purchase Orders On January 15, 2026, we secured a $2.1 million order from a customer for domestically assembled drone systems for defense and government applications which includes Rotor Riot Brave flight controllers and ESCs, Fat Shark Aura analog cameras and video transmitters, HDO+ headsets and Unusual Machines motors.
Removed
We believe that Aloft is a leader in the drone fleet and airspace management sector, powering more than 70% of all FAA-approved Low Altitude Authorization and Notification Capability airspace authorizations in the United States. Aloft has provided more than 1.6 million authorizations in total with 400,000 authorizations provided in 2024.
Added
The order is expected to be fulfilled over the first two quarters of 2026. On December 22, 2025, we secured a $3.75 million order from Performance Drone Works (“PDW”) to support the scaling of PDW’s FPV program. The order includes FPV headsets as the Company continues to expand and scale their U.S. based manufacturing including domestic motors and other components.
Removed
The acquisition is for $14.5 million, almost entirely in the Company’s Common Stock. Customary closing conditions by the parties must be met before closing the merger. For more information, see Risk Factors – Risks Related to our Business and Financial Condition” we may not be successful in consummating the merger if certain closing conditions are not met.
Added
On October 15, 2025, we secured an order from the U.S. Army’s 101 st Airborne Division for 3,500 NDAA-compliance motors produced at our new U.S. based manufacturing facility. The motors will support the Division’s deployment of the new Attritable Battlefield Enabler V1.01 drones.
Removed
Years Ended December 31, 2024 and 2023 Revenue During the year ended December 31, 2024 we generated revenues totaling $5,565,319 compared to $0 during the year ended December 31, 2023, representing an increase of $5,565,319 or 100%. We did not generate any revenues until the closing of the acquisitions of Fat Shark and Rotor Riot on February 16, 2024.
Added
The Army has also indicated plans to expand procurement, targeting an additional order of 20,000 components including motors from us in 2026. On October 3, 2025, we secured an $800,000 purchase order for high-performance drone components from Red Cat.
Removed
Accordingly, our revenues for the year ended December 31, 2024 are affected by not having any revenues for half of the first quarter. Prior to our acquisition, Fat Shark and Rotor Riot had pro forma revenues for the year ended December 31, 2023 of approximately $4.68 million.
Added
The order includes several of our Blue UAS products and motors that will be integrated into Red Cat’s FANG™ drones, supporting ongoing demand for U.S. made, NDAA compliant systems in defense, public safety, and other government agency applications.
Removed
Revenues almost entirely relate to completed and fulfilled product sales during the year through our Rotor Riot retail channel and from B2B enterprise sales of our Fat Shark and Blue UAS products.
Added
Recent Investments During the first quarter of 2026, we have entered into and made several key investments with three different private drone related companies. We invested a total $17.5 million between the three different companies, all of which will include registration rights upon completion of their initial public offering or merger with a publicly traded company.
Removed
Prior to our acquisition, Fat Shark and Rotor Riot had pro-forma cost of goods sold for the year ended December 31, 2023 of approximately $4.13 million. Cost of goods sold primarily relate to product costs from our sales but also include certain shipping and tariff costs.
Added
These investments are ancillary to our core drone components business and were made because we believe the investments will provide future drone related revenues. In all cases, we also believed that apart from the future sales benefits, each investment potential outweighed the risks. Recent Hires On February 2, 2026, we appointed Chadd Cole as Vice President of FP&A. Mr.
Removed
Operating Expenses During the year ended December 31, 2024, operations expenses totaled $959,740 compared to $0 during the year ended December 31, 2023, resulting in an increase of $959,740 or 100%. Prior to the closing of the acquisitions in February 2024, we did not have any operations expenses.
Added
Cole has more than 12 years of experience in financial planning and analysis roles at Verizon, Electronic Arts (EA) and most recently was the Director of FP&A at Carrier. Mr. Cole led the financial planning and analysis function including budgeting, planning and financial reporting through automation and technology. On January 1, 2026, we promoted Stacy Wright to Chief Revenue Officer.
Removed
Prior to the closing of the acquisitions in February 2024, we did not have any research and development expenses during 2023.
Added
Ms. Wright joined Rotor Riot in 2020 as Vice President and was promoted to President in 2024 following its acquisition by Unusual Machines. She has been instrumental in scaling operations evolve the business from a community-driven e-commerce platform into a diversified revenue operation service enterprise and defense customers.
Removed
Prior to the closing of the acquisitions in February 2024, we did not have any sales and marketing expenses. Sales and marketing expenses primarily relate to advertising spend related to Rotor Riot, costs related to our Rotor Riot show production and payroll expenses for our marketing personnel.
Added
For pro forma information unaudited result of operations reflecting our performance if we had owned these subsidiaries as of January 1, 2024, See Note 3 to our Consolidated Financial Statements. 36 Years Ended December 31, 2025 and 2024 Revenue During the year ended December 31, 2025 we generated revenues totaling $11,199,217 compared to $5,565,319 during the year ended December 31, 2024, representing an increase of $5,633,898 or 101%.
Removed
During the year ended December 31, 2024, general and administrative expenses totaling $6,250,939 compared to $2,377,862 for the year ended December 31, 2023, resulting in an increase of $3,873,077 or 163%.
Added
Our revenues during 2024 consisted primarily of retail revenue in our B2C business line. The increase in revenue during 2025 primarily relates to the increase and establishment of our B2B business and revenue related to our NDAA and Blue UAS products.
Removed
General and administrative expenses incurred during 2023 primarily related to expenses incurred as we operated as a management company to acquire Fat Shark and Rotor Riot and take the Company public. We incurred $600,000 of non-cash stock compensation expenses in 2023.
Added
During the fourth quarter of 2025, we started manufacturing production on certain products including drone motors and we continue to see increased interest and demand in our manufactured products heading into 2026.
Removed
The increase relates to increased expenses related to closing the IPO including legal and accounting fees, additional transition and integration related expenses, higher stock compensation expense, and costs related to operating Fat Shark and Rotor Riot.
Added
We expect our revenue to continue to grow quarterly in 2026 as we continue to build out our capacity including our manufacturing facilities and products as well increasing our staffing to handle additional demand from the market.
Removed
The increase in net loss primarily relates to a change in fair value of derivatives and warrant liabilities of $16,146,205, a loss on impairment of goodwill of $10,073,326, the increase in general and administrative expenses related to closing the IPO and stock compensation expense with additional increase in expenses for operations, sales and marketing expenses we incurred since the acquisition from Fat Shark and Rotor Riot, and interest expense of $116,981.
Added
Cost of goods sold primarily relate to product costs from our sales, but also include certain shipping and other direct product costs including tariffs. During the fourth quarter of 2025, cost of goods sold also include direct payroll costs, a portion of rent expense and depreciation expense related to our manufactured products.
Removed
Interest expense is from our debt incurred from our IPO that was converted to equity in August and December 2024. This was partially offset by generating gross margin related to the revenue and cost of goods sold from sales for Fat Shark and Rotor Riot, a gain on debt extinguishment of $1,259,979, and income tax benefit of $13,360.
Added
The increase in cost of goods sold is primarily driven by the increase in our revenue and growth in B2B sales along with the increase in tariffs during 2025. We expect our total cost of goods sold to increase in 2026 in conjunction with our revenue increases as we sell additional product.
Removed
Cash Flows Prior to the closing of our IPO and the acquisitions of Fat Shark and Rotor Riot, we did not have any cash inflows from operations and all cash outflows related to our activities related to our IPO.
Added
While the margins we generated during the year are in line with our expectations and normal operating margins, we do anticipate continued fluctuations in our manufactured products into 2026 as we continue to improve our manufacturing process and become more efficient. We anticipate our gross margins to have fluctuations in 2026 as we start scaling our manufacturing process.
Removed
Our future cash flows from operating activities will be significantly impacted by revenues received, our investment in sales and marketing to drive growth, and general and administrative expenses related to operating a public company. Our ability to meet future liquidity needs will be driven by our operating performance and the extent of continued investment in our operations.
Added
We anticipate our gross margins will have a decline in the first two quarters of 2026 as we bring on and train our staff, work to scale production, increase to multiple shifts, and build out efficiencies.

32 more changes not shown on this page.

Other UMAC 10-K year-over-year comparisons