Unusual Machines Files to Register 1,929,272 Shares for Resale by Selling Shareholders

Key Facts

Unusual Machines filed a preliminary prospectus on November 13, 2026, under Form S-3 to register the resale of up to 1,929,272 common shares by selling shareholders, according to the company’s filing with the U.S. Securities and Exchange Commission. The filing sets a ceiling on the shares that may be offered, but does not establish that any sale has taken place. The company said the shares would not be eligible for sale before the registration statement becomes effective. The shareholders may sell all or some of the registered shares, or none of them. In the November 13 session, the company’s stock closed at $11.28, according to EL7 data.

The registered amount consists of 1,792,012 shares issued in connection with the Upgrade merger and 137,260 shares issued by the company as contingent consideration tied to its acquisition of Rotor Lab, according to the prospectus. The registration therefore covers shares previously issued in acquisitions, rather than new shares issued to raise capital from the market. The prospectus names Matthew Barnard, Andrew Simpson and Vella Hardjadinata Corporation, as trustee of the Vella Hardjadinata Family Trust, as selling shareholders. They may sell all or part of their shares, or refrain from selling. The amount that may actually be sold therefore remains unspecified in the preliminary filing.

Unusual Machines will receive no proceeds from the sales, according to its disclosure, as the money will go to the selling shareholders for their own accounts. The registration therefore does not provide the company with cash financing, nor does it represent an offering of new shares issued by the company in this transaction. The company had 51,911,702 common shares outstanding as of November 9, 2026, according to the filing. That figure puts the number of shares registered for resale in the context of the outstanding share base, without implying that the full registered amount will enter the market. The sales remain optional for the shareholders and are also conditional on the registration statement becoming effective.

The disclosure follows the company’s October 19 announcement that it had completed its acquisition of DroneNX, which operates as Upgrade Energy, a U.S. manufacturer of batteries and power systems for drones. The company said at the time that the deal added those operations to its portfolio and that it planned to establish battery-pack assembly operations in Orlando. Upgrade shares listed in the resale prospectus are part of the consideration connected with the merger. The prospectus also includes Rotor Lab shares issued as contingent acquisition consideration. This links the shares being offered to the company’s acquisitions, while any sale proceeds would go to the selling shareholders.

In its third-quarter 2026 results, Unusual Machines said revenue was $13.9 million, up 551% year over year from $2.1 million in the same period of 2025. Gross margin fell to 35.4% from 39.4% a year earlier, a decline the company attributed to increased manufacturing, a shift toward enterprise revenue and short-term costs. It reported a net loss of about $25 million, or $0.50 per share, compared with net income of $1.6 million, or $0.05 per share, in the third quarter of 2025. The company attributed a major part of the loss to $18.4 million in unrealized losses on short-term investments. It had $162 million in available cash on September 30, 2026, compared with $103.3 million on December 31, 2025, and said the increase was linked to a March stock offering, a May at-the-market offering and the cash exercise of warrants in January 2026.

The company said in its shareholder letter published on November 5 that its headcount rose from 240 at the end of the second quarter to 276 at the end of the third quarter, and exceeded 340 when the letter was published. It also said it had received a $16.9 million order from Powerus, and that funds allocated to government programs would support the order through at least the first quarter of 2027, according to its estimate. The company set a target of achieving positive adjusted EBITDA in 2027. It added that a new automated motor production line is expected to support production of an additional 100,000 motors per month when fully operational. The proposed sales of the shares registered for resale cannot begin until the registration statement becomes effective with the U.S. Securities and Exchange Commission.