Unusual Machines closes Upgrade Energy buy: $25M stock, $1M cash, up to $52M with earn-out

Unusual Machines, Inc.

• Issued Matthew Barnard 1,792,012 UMAC shares valued at ~$25.0M ($13.9508/share) plus $1.0M cash at closing, funded from cash on hand.
• Earn-out of up to $26.0M cash if Upgrade Energy revenue exceeds $10.0M in the first calculation period; total consideration capped at $52.0M.
• Barnard named CEO of Upgrade Energy under a two-year employment deal: $300,000 base salary, six months' severance on qualifying termination.
• Upgrade Energy makes drone batteries/power systems at an 18,500-sq-ft Torrance, CA facility; UMAC plans battery pack operations in Orlando, FL.
• Registration Rights Agreement requires an S-3 (or S-1) resale registration filing within 30 days of closing, effective within 60 days if SEC-reviewed.