Unusual Machines, Inc. 8-K
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0001956955
0001956955
2024-04-12
2024-04-12
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported) April
12, 2024
Unusual Machines, Inc.
(Exact name of registrant as specified in its charter)
| Puerto Rico |
|
333-270519 |
|
66-0927642 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 4677
L B McLeod Rd, Suite
J |
|
|
| Orlando, FL |
|
32811 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (720) 383-8983
N/A
(Former name or former address, if changed since
last report.)
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on
Which Registered |
| Common Stock, $0.01 |
UMAC |
NYSE American |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.01 Changes
in Registrant’s Certifying Accountant.
(a) Dismissal
of Independent Registered Public Accounting Firm
On April 12, 2024, the
Audit Committee of the Board of Directors of Unusual Machines, Inc. (the “Company”), approved the dismissal of BF Borgers
CPA PC (“Borgers”), which was then serving as the independent registered public accounting firm of the Company, effective
immediately. The Company subsequently notified Borgers of the dismissal.
The reports of Borgers
on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse
opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that
each report on the Company’s consolidated financial statements contained an explanatory paragraph regarding the Company’s
ability to continue as a going concern based on the Company’s recurring losses from operations
and need for additional capital to fund its current operating plan. During the fiscal years ended December 31, 2023 and 2022 and
the subsequent interim period through April 12, 2024, the effective date of Borger’s dismissal, there were (i) no disagreements
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company
and Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which,
if not resolved to the satisfaction of Borgers would have caused Borgers to make reference thereto in its reports on the consolidated
financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
The Company provided
Borgers with a copy of this Form 8-K and requested that Borgers furnish a letter addressed to the Securities and Exchange Commission stating
whether or not Borgers agrees with the above disclosures. A copy of Borger’s letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
(b) Engagement
of New Independent Registered Public Accounting Firm
On April 12, 2024, following
approval by the Audit Committee of the Board of Directors, the Company appointed Salberg & Company, P.A. (“Salberg”) as
the new independent registered public accounting firm of the Company.
During the fiscal years
ended December 31, 2023 and 2022 and the subsequent interim period through April 12, 2024, the effective date of Salberg’s appointment,
neither the Company, nor any party on behalf of the Company, consulted with Salberg with respect to either (i) except as described in
the paragraph that immediately follows, the application of accounting principles to a specified transaction, either completed or proposed,
or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no
written report or oral advice was provided to the Company by Salberg that was an important factor considered by the Company in reaching
a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that
term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Unusual Machines, Inc. |
| |
|
|
| Date: April 16, 2024 |
By: |
/s/ Allan Evans |
| |
Name: |
Allan Evans |
| |
Title: |
Chief Financial Officer |
