Unusual Machines, Inc. (UMAC): M&A transaction — Unusual Machines completes $20M acquisition of Fat Shark and Rotor Riot from Red Cat

Unusual Machines, Inc.

Total consideration of $20M: $1M cash, $2M promissory note (8% interest, 18-month), $17M in stock (4.25M shares).
Red Cat now owns 48.66% of Unusual Machines post-closing; shares subject to 180-day lock-up.
Fat Shark and Rotor Riot had combined historical revenue of $5.8M for 12 months ending April 30, 2023 (+26.1% YoY).
Note bears 8% interest payable monthly; principal due at 18 months; convertible upon default.
Non-compete restricts Unusual Machines from selling certain drones to government entities for five years.

item 2.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Unusual Machines, Inc. completed an acquisition involving Red Cat Holdings, Inc. for $20 million (closed 2024-02-16).

Action: acquisition
Counterparty: Red Cat Holdings, Inc.
Consideration: $20 million
Closing: 2024-02-16

Exact text from the filing

On February 16, 2024 (the "Closing Date"), Unusual Machines, Inc. (the "Company") acquired 100% of the equity of Fat Shark Holdings Ltd ("Fat Shark") and Rotor Riot LLC ("Rotor Riot") from Red Cat Holdings, Inc. ("Red Cat") in exchange for $20 million (the "Purchase Price") comprised of (i) $1.0 million in cash, (ii) a $2.0 million promissory note (the "Note") issued by the Company to Red Cat on the Closing Date, and (iii) $17.0 million of the Company’s common stock

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Unusual Machines, Inc. filing history →

Source: SEC EDGAR

accession 0001683168-24-001122

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