Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Unusual Machines, Inc. entered into Agreement and Plan of Merger with Upgrade Energy LLC, DroneNX LLC d/b/a Upgrade Energy, Matthew Barnard valued at $52 million (effective 2026-05-07).
- Action
- entry
- Agreement
- merger
- Counterparty
- Upgrade Energy LLC, DroneNX LLC d/b/a Upgrade Energy, Matthew Barnard
- Value
- $52 million
- Effective
- 2026-05-07
Exact text from the filing
On May 7, 2026, Unusual Machines, Inc. (the “Company”), a manufacturer of NDAA-compliant drone components, entered into a $52 million agreement and plan of merger (the “Merger Agreement”), with Upgrade Energy LLC, a newly formed subsidiary of the Company (the “Surviving Company”), DroneNX LLC d/b/a Upgrade Energy (“Upgrade”), and Matthew Barnard as the Member Representative of Upgrade, pursuant to which, the Surviving Company, will acquire all of the property, rights, privileges, licenses, powers and authority of Upgrade in exchange for 1,792,012 shares of Company common stock at $13.9508 per share and $1 million cash at closing with a potential post-closing earn-out payment of up to $26 million in cash, subject to the Surviving Company achieving an annual revenue target of $10 million during a two-year calculation period following the date of the Merger Agreement (with proportional adjustment for the second year).
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