Unusual Machines acquiring DroneNX/Upgrade Energy for up to $52M in stock-and-cash deal

Filed May 11, 2026 · Period ending May 7, 2026 · ~1 min read

Key Changes

• high

  UMAC will pay $25M in stock (1.79M shares at $13.95) plus $1M cash at closing, with up to $26M additional earnout if acquired business hits $10M revenue over two years. Deal expected to close within 120 days.

  Item 1.01: Merger Agreement verify on EDGAR →
• medium

  The 1.79 million shares issued to seller must be registered within 30 days of closing and effective within 60 days after filing, potentially creating near-term selling pressure once shares become freely tradable.

  Item 1.01: Registration Rights verify on EDGAR →
• low

  Upgrade Energy's founder Matthew Barnard will stay on as CEO of the acquired subsidiary under an employment agreement, typical for ensuring continuity and hitting earnout targets.

  Item 1.01: Employment Agreement verify on EDGAR →