Changes in Registrant's Certifying Accountant · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.…
Filed Aug 12, 2026Accepted Aug 12, 2026, 4:20 PM EDTCIK 1956955Accession 0001683168-26-006280
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Item 4.01Item 4.01 - Changes in Certifying Accountant
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.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
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.