Unusual Machines Completes Acquisition of Upgrade Energy for up to $52 Million

Unusual Machines, Inc. (UMAC) announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy, on October 19, 2026. The transaction involves upfront cash and stock payments, plus a significant performance-based earn-out. As part of the acquisition, Upgrade Energy's founder, Matthew Barnard, has been appointed Chief Executive Officer of the newly acquired subsidiary and entered into a two-year employment agreement.

Key Details

• Transaction Value: The total aggregate merger consideration is valued at up to $52 million.
• Upfront Consideration: At closing, UMAC paid $1 million in cash and issued 1,792,012 shares of common stock valued at approximately $25 million.
• Earn-Out Payment: A potential post-closing earn-out payment of up to $26 million in cash is payable if the acquired entity's revenue exceeds $10 million during one of two 12-month post-closing periods.
• Management & Employment: Matthew Barnard was appointed CEO of the subsidiary, Upgrade Energy LLC, with an employment agreement for an initial two-year term and an annual base salary of $300,000.