UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends the Current Report on Form 8-K dated August 6, 2024, that was filed with the Securities and Exchange Commission on August 7, 2024 (the “Original Report”) by Unusual Machines, Inc. (the “Company”) solely for the purpose of filing the Company’s independent accountant’s letter as an exhibit to the Original Report as required by Item 4.02(c) of Form 8-K and to update the first paragraph to refer to the predecessor auditor, the second paragraph to add item (iv) and the second to last paragraph of Item 4.02 below to include a statement that the re-audited financial statements referenced below were filed on August 9, 2024.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On August 6, 2024, Salberg & Company, P.A. (“Salberg”), the independent registered public accounting firm of the Company, advised the Company that the Company’s previously issued audited financial statements as of and for the fiscal years ended December 31, 2023 (“FY 2023”) and December 31, 2022 (“FY 2022”) as audited by a predecessor auditor, and included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2024 (the “Form 10-K”) should no longer be relied due to certain errors in the financial statements which have been identified during the re-audit of the financial statements being conducted by Salberg and which will result in a restatement of the financial statements. The re-audit is being conducted pursuant to the SEC’s order which precluded the Company’s former independent registered public accounting firm that provided the audit for the financial statements contained in the Form 10-K from issuing audits on filings made with the SEC. As a result, the Company was required to retain a new independent registered public accounting firm and re-audit the financial statements contained in the Form 10-K.
The restatement and adjustments arising therefrom relate to the following corrections of errors contained in the previous financial statements: (i) recording certain transactions in the incorrect period, (ii) classification of certain accounts as a current asset rather than a non-current asset, (iii) excluding an estimated $600,000 stock compensation expense relating to an issuance of common stock which occurred in FY 2023, and (iv) deferred offering costs were classified as an operating activity rather than a financing activity. The foregoing corrections are expected to result, among other impacts, in a restatement of our net loss for FY 2023 to an estimated $2,383,462 from the previously reported net loss of $1,794,455, the restatement of our accumulated deficit as of December 31, 2023 to an estimated $3,933,046 from our previously reported accumulated deficit of $3,333,046, and the restatement of our current assets as of December 31, 2023 to an estimated $1,015,404 from the previously reported current assets of $1,528,162. The foregoing corrections are expected to result, among other impacts, in a restatement of our net loss for FY 2022 to an estimated $1,171,777 from the previously reported net loss of $1,242,584, the restatement of our accumulated deficit as of December 31, 2022 to an estimated $1,549,584 from our previously reported accumulated deficit of $1,538,591, and the restatement of our current assets as of December 31, 2022 to an estimated $3,138,797 from the previously reported current assets of $3,326,622.
The Company filed an amendment to the 2023 Form 10-K containing the re-audited financial statements for FY 2023 and FY 2022 correcting the errors described above on August 9, 2024.
The Company’s management communicated with representatives of Salberg regarding the matters described in this Current Report on Form 8-K. The Company’s Audit Committee discussed the matters described in this Current Report on Form 8-K with Salberg.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 7.1 | Letter from Salberg & Company, P.A. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: August 15, 2024 | By: | /s/ Allan Evans |
| Name: | Allan Evans | |
| Title: | Chief Executive Officer | |
| 3 |