Unusual Machines reincorporates from Puerto Rico to Nevada via merger

Unusual Machines, Inc.

Effective April 22, 2024, Unusual Machines merged into its Nevada subsidiary; each PR share converted to one NV share.
No change in business, management, assets, or NYSE listing (symbol UMAC); shareholders need not exchange certificates.
Series B Convertible Preferred Stock terms preserved; Certificate of Designation filed with Nevada Secretary of State.
Reincorporation approved by Board and majority shareholder written consent on March 11, 2024.
The surviving Nevada corporation assumes all equity plans, benefit arrangements, and obligations of Puerto Rico entity.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Unusual Machines, Inc.: Company filed a Certificate of Designation for Series B Convertible Preferred Stock with Nevada Secretary of State (effective 2024-04-19).

Change: charter amendment
Effective: 2024-04-19

Exact text from the filing

On April 19, 2024, the Company filed a Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”) with the Nevada Secretary of State

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Unusual Machines, Inc.: Company changed its state of incorporation from Puerto Rico to Nevada, adopting new Articles of Incorporation and Bylaws (effective 2024-04-22).

Change: charter amendment
Effective: 2024-04-22

Exact text from the filing

effective April 22, 2024, the Company changed its state of incorporation from Puerto Rico to Nevada pursuant to the Reincorporation.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Unusual Machines, Inc. entered into Merger Agreement with Unusual Machines, Inc., a Nevada corporation (effective 2024-04-19).

Action: entry
Agreement: merger
Counterparty: Unusual Machines, Inc., a Nevada corporation
Effective: 2024-04-19

Exact text from the filing

On April 19, 2024, Unusual Machines, Inc., a Puerto Rico corporation (“UMAC PR” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with its wholly owned subsidiary, Unusual Machines, Inc., a Nevada corporation (“UMAC Nevada”)

View on SEC.gov

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Unusual Machines, Inc. filing history →

Source: SEC EDGAR

accession 0001683168-24-002614

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