Unusual Machines, Inc. (UMAC) Form 8-K — Oct 23, 2026
Unusual Machines completed its acquisition of DroneNX LLC d/b/a Upgrade Energy on October 19, 2026, adding U.S.-made drone batteries and power systems to its NDAA-compliant component lineup alongside motors, flight controllers, and FPV headsets. Consideration comprised 1,792,012 UMAC shares valued at roughly $25.0 million at $13.9508 per share plus $1.0 million in cash, with seller Matthew Barnard eligible for an earn-out of up to $26 million if Upgrade revenue exceeds $10 million — total potential consideration of up to $52 million. Barnard becomes CEO of the Upgrade subsidiary under a two-year employment agreement with a $300,000 base salary.
Key figures
- Earnout Max
- 26000000
- Shares Issued
- 1792012
- Barnard Salary
- 300000
- Share Price Used
- 13.9508
- Facility Size Sq Ft
- 18500
- Cash Paid At Closing
- 1000000
- Shares Outstanding
- 51911702
- Rotor Lab Earnout Max
- 3000000
- Rotor Lab Earnout Shares
- 137260
- Earnout Revenue Threshold
- 10000000
- Aggregate Consideration Max
- 52000000
AI analysis
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