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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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).
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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 August 12, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Unusual Machines, Inc. (the “Company”) approved the dismissal of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm, effective immediately.
The reports of Salberg on the Company’s financial statements for the years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2025 and 2024 and the subsequent interim period through August 12, 2026, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and Salberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Salberg would have caused Salberg to make reference thereto in its reports on the 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 has provided Salberg with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Salberg furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Salberg’s letter will be filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On August 12, 2026, following approval by the Audit Committee, the Company engaged Ernst & Young LLP (“EY”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.
During the fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period through August 12, 2026 (the date of EY’s engagement), neither the Company nor anyone on its behalf consulted with EY regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by EY 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 either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
| 2 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 12, 2026, the Board of the Company approved and adopted an amendment (the “Third Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”) which became effective on August 12, 2026. Pursuant to the Third Amendment, Article III, Section 3.05 of Stockholder Quorum and Voting Requirements of the Bylaws was deleted and replaced in its entirety to amend the voting requirements for stockholder approval of actions, other than the election of directors, with such actions to be approved by the number of votes cast in favor of the action exceeding the number of votes cast in opposition to the action, unless a greater percentage is required by the Nevada Revised Statutes or a lesser percentage is required as provided in Section 3.05(c) of the Bylaws.
The foregoing description of the Third Amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Third Amendment to the Amended and Restated Bylaws | |
| 16.1 | Letter from Salberg & Company, P.A. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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 12, 2026 | By: | /s/ Brian Hoff |
| Name: | Brian Hoff |
|
| Title: | Chief Financial Officer | |
| 4 |
Exhibit 3.1
Unusual Machines, Inc.
Third Amendment to the Amended and Restated Bylaws
Article III, Section 3.05 of Stockholder Quorum and Voting Requirements is hereby amended by deleting it in its entirety and replacing it with the following:
(a) One third of the aggregate voting power of the outstanding shares of all classes of voting stock then entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders.
(b) If a quorum is present, action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless a greater percentage is required by the Nevada Revised Statutes or a lesser percentage is required as provided in Section 3.05(c) below
(c) Directors of the Company shall be elected by a plurality of such shares.
After a quorum has been established at a stockholders’ meeting, the subsequent withdrawal of stockholders, so as to reduce the number of stockholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. Where a separate vote by a class or any series is required, one third of the aggregate voting power of such class or series entitled to vote shall constitute a quorum of such class or series to take action with respect to a vote on that matter and such matter shall be approved by such class or series if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action as set forth in Section 3.05(b) above, unless otherwise provided for by the class or series, as applicable.
Except as provided below, voting shall be by ballot on any question as to which a ballot vote is demanded prior to the time the voting begins by any person entitled to vote on such question; otherwise, a voice vote shall suffice. Unless otherwise provided in the Articles, all elections of directors shall be by written ballot. No ballot or change of vote shall be accepted after the polls have been declared closed following the ending of the announced time for voting.
Effective: August 12, 2026
Exhibit 16.1
August 12, 2026
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | Unusual Machines, Inc. |
| File Reference No. 001-41961 |
We were previously the independent registered public accounting firm for Unusual Machines, Inc. and under the date of March 12, 2026, we reported on the consolidated financial statements of Unusual Machines, Inc. and Subsidiaries, as of December 31, 2025 and 2024, and for each of the two years in the period ended December 31, 2025.
Effective August 12, 2026, we were dismissed as the independent registered public accounting firm. We have read Unusual Machines, Inc.’s disclosures included in Item 4.01 "Changes in Registrant's Certifying Accountant" on Unusual Machines, Inc's Form 8-K dated August 12, 2026 be filed with the Securities and Exchange Commission and we agree with such statements as they pertain to Salberg & Company, P.A.
Very truly yours,
SALBERG & COMPANY, P.A.
2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7326
Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920
www.salbergco.com • info@salbergco.com
Member National Association of Certified Valuation Analysts • Registered with the PCAOB
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