Red Cat Holdings, Inc. - Feb 16, 2024 Form 3 Insider Report for Unusual Machines, Inc. (UMAC)

Role: 10%+ Owner
Signature: /s/ Jeffrey Thompson, as Chief Executive Officer
Stock symbol: UMAC
Transactions as of: Feb 16, 2024
Transactions value $: $0
Form type: 3
Date filed: 2/22/2024, 08:58 PM
Next filing: Jul 23, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UMAC	Common Stock						4.25M	Feb 16, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	UMAC	8% Promissory Note							Feb 16, 2024	8% Promissory Note			Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person's board of directors, as of the date of this Form 3, is comprised of Jeffrey Thompson, Joseph Freedman, Christopher Moe and Nicholas Liuzza. With the exception of Mr. Thompson, who shall abstain from voting on any board actions regarding shares of the issuer, the board of directors of the Reporting Person holds shared voting power and investment power for the shares of common stock. These individuals are not deemed to beneficially own the common stock held by the Reporting Person. Does not include shares of common stock underlying a $2 million convertible note which is subject to a 4.99% beneficial ownership limitation.
F2	On February 16, 2024, the Reporting Person acquired a Promissory Note in the principal amount of $2 million (the "Note"). The Note bears interest at 8% per annum. Interest is payable monthly in arrears on the 15th day of each month commencing on the next month following the original issue date of the Note. The principal amount of the note is payable in a lump sum on the 18 month anniversary of issuance date. In the event of a qualified financing of debt or equity where the issuer receives net proceeds of $5.0 million in one or more related transactions, the Reporting Person may require the issuer to repay the Note with accrued interest thereon in cash. Upon an event of default, the Reporting Person may require the issuer to convert the Note into shares of our common stock, subject to a 4.99% beneficial ownership limitation set forth in the Note, at a conversion price equal to 90% of the 10 day average VWAP (as defined in the Note) prior to the conversion date.

Content

The Reporting Person's board of directors, as of the date of this Form 3, is comprised of Jeffrey Thompson, Joseph Freedman, Christopher Moe and Nicholas Liuzza. With the exception of Mr. Thompson, who shall abstain from voting on any board actions regarding shares of the issuer, the board of directors of the Reporting Person holds shared voting power and investment power for the shares of common stock. These individuals are not deemed to beneficially own the common stock held by the Reporting Person. Does not include shares of common stock underlying a $2 million convertible note which is subject to a 4.99% beneficial ownership limitation.

On February 16, 2024, the Reporting Person acquired a Promissory Note in the principal amount of $2 million (the "Note"). The Note bears interest at 8% per annum. Interest is payable monthly in arrears on the 15th day of each month commencing on the next month following the original issue date of the Note. The principal amount of the note is payable in a lump sum on the 18 month anniversary of issuance date. In the event of a qualified financing of debt or equity where the issuer receives net proceeds of $5.0 million in one or more related transactions, the Reporting Person may require the issuer to repay the Note with accrued interest thereon in cash. Upon an event of default, the Reporting Person may require the issuer to convert the Note into shares of our common stock, subject to a 4.99% beneficial ownership limitation set forth in the Note, at a conversion price equal to 90% of the 10 day average VWAP (as defined in the Note) prior to the conversion date.