As
filed with the Securities and Exchange Commission on November 1, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SKYX
Platforms Corp.
(Exact
name of registrant as specified in its charter)
| Florida |
|
46-3645414 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(855)
759-7584
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Leonard
J. Sokolow
Co-Chief
Executive Officer
SKYX
Platforms Corp.
2855
W. McNab Road
Pompano
Beach, Florida 33069
(855)
759-7584
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
| Copies
to: |
Jurgita
Ashley
Thompson
Hine LLP
3900
Key Center
127
Public Square
Cleveland,
Ohio 44114
(216)
566-5500 |
|
Robin
Powell
General
Counsel
SKYX
Platforms Corp.
2855
W. McNab Road
Pompano
Beach, Florida 33069
(855)
759-7584 |
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check 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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated November 1, 2024
PRELIMINARY
PROSPECTUS
SKYX
PLATFORMS CORP.
Up
to 10,101,256 Shares of Common Stock
_____________________________
This
prospectus relates to the offer and resale, from time to time, by the selling securityholders named in this prospectus (the “Selling
Securityholders”) of up to 10,101,256 shares of common stock, no par value per share (the “common stock”), consisting
of (i) up to 934,580 shares of common stock that may be issued upon conversion of $1,000,000 aggregate principal amount of an outstanding
convertible promissory note, dated April 11, 2024, issued to GE Trademark Licensing, Inc. (the “Note”), which is convertible
into shares of common stock at a conversion price of $1.07 per share; (ii) up to 4,166,667 shares of common stock that may be issued
upon conversion of 200,000 outstanding shares of Series A Preferred Stock, no par value per share (the “Series A Preferred Stock”),
which have an original issue price of $25.00 per share and are convertible into shares of common stock at a minimum conversion price
of $1.20 per share of common stock; and (iii) up to 5,000,009 shares of common stock that may be issued upon conversion of 240,000 outstanding
shares of Series A-1 Preferred Stock, no par value per share (the “Series A-1 Preferred Stock”), which have an original issue
price of $25.00 per share and are convertible into shares of common stock at a minimum conversion price of $1.20 per share of common
stock. The Series A Preferred Stock and Series A-1 Preferred Stock were sold to certain accredited investors in a private placement that
closed on October 4, 2024.
We
are filing the registration statement of which this prospectus is a part at this time to fulfill contractual obligations to do so pursuant
to registration rights contained in the Note and the securities purchase agreements pursuant to which the Series A Preferred Stock and
Series A-1 Preferred Stock were sold, as further described in this prospectus. See “Prospectus Summary” for additional information.
We
will not receive any proceeds from the sale of the shares by the Selling Securityholders. Our registration of the shares of common stock
covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the shares of common stock.
We
will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The Selling Securityholders
will bear all commissions and discounts, if any, attributable to their sales of the shares of common stock. The Selling Securityholders
and any of their permitted transferees may offer and sell the shares covered by this prospectus in a number of different ways and at
varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell shares
of our common stock under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution”
in this prospectus.
Our
common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SKYX.” On October 29, 2024,
the closing sale price of our common stock as reported on Nasdaq was $1.35.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referenced under the
heading “Risk Factors” beginning on page 5 of this prospectus and in the other documents
that are incorporated by reference into this prospectus before purchasing any of the shares offered by this
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2024
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”)
using a “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to
time, sell or otherwise distribute the securities offered by them as described in the section titled “Plan of Distribution”
in this prospectus.
We
may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part
that may contain material information relating to these offerings. Such prospectus supplement or post-effective amendment may also add,
update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information
in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement
or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective
amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where
You Can Find More Information; Incorporation by Reference.”
Neither
we, nor the Selling Securityholders, have authorized anyone to provide you with any information or to make any representations other
than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf
of us or to which we have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. We and the Selling Securityholders will not make an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date
on its respective cover and that any information incorporated by reference is accurate only as of the date of the document incorporated
by reference or, in each case, any earlier date specified for such information, unless we indicate otherwise. Our business, financial
condition, results of operations and prospects may have changed since those dates. To the extent there is a conflict between the information
contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the
SEC before the date of this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in
a document incorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date,
the statement in the document having the later date modifies or supersedes the earlier statement.
This
prospectus incorporates by reference, and any post-effective amendment or any prospectus supplement may contain or incorporate by reference,
market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information.
Although we believe these sources are reliable, neither we nor the Selling Securityholders guarantee the accuracy or completeness of
this information and neither we nor the Selling Securityholders have independently verified this information. In addition, the market
and industry data and forecasts that may be included or incorporated by reference in this prospectus, any post-effective amendment or
any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various
factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment
and any applicable prospectus supplement, and under similar headings in other documents that are incorporated by reference into this
prospectus. Accordingly, investors should not place undue reliance on this information.
Unless
expressly indicated or the context requires otherwise, the terms “SKYX,” the “Company,” “we,” “us”
and “our” in this prospectus mean SKYX Platforms Corp. (d/b/a Sky Technologies) and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available
Information
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains
reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The
address of that website is www.sec.gov.
We
also maintain an internet website at www.skyplug.com. Through our website, we make available, free of charge, the following documents
as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our quarterly reports on Form 10-Q,
annual reports on Form 10-K, current reports on Form 8-K, and all amendments to those reports. Information contained on, or that may
be accessed through, our website is provided for textual reference only and does not constitute part of, and is not incorporated by reference
into, this prospectus or the registration statement of which it forms a part.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the
information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and
the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. The full registration
statement may be obtained from the SEC through the SEC’s website at the address provided above. You may also request a copy of
the registration statement from us, as provided below. Statements contained in this prospectus or any prospectus supplement regarding
the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete,
and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit
to the registration statement.
Incorporation
by Reference
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently
filed document incorporated by reference modifies or replaces that statement.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
| ● | our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024,
which were filed with the SEC on May 14, 2024 and August 12, 2024, respectively; |
| ● | our
Current Reports on Form 8-K filed with the SEC on April
1, 2024, April 17, 2024, May 14, 2024, July 10, 2024, August 12, 2024, September 24, 2024, October 4, 2024 (first filing), October 4, 2024 (second filings), October 7, 2024,
and October 23, 2024 (excluding any information furnished in such reports under Item 2.02,
Item 7.01 or Item 9.01); and |
| ● | the
description of our common stock set forth in Exhibit 4.1 of our Annual Report, together with
any amendment or report filed with the SEC for the purpose of updating such description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), prior to the termination of this offering, including all such documents we may file with
the SEC after the date of the initial registration statement of which this prospectus forms a part and prior to the effectiveness of
the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by
reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
You
may obtain any of the documents incorporated by reference in this prospectus from the SEC through the SEC’s website at the address
provided above. You also may request a copy of any document incorporated by reference in this prospectus (excluding any exhibits to those
documents, unless the exhibit is specifically incorporated by reference in this document), at no cost, by writing or telephoning us at
the following address and phone number:
SKYX
Platforms Corp.
Attn:
Secretary
2855
W. McNab Road
Pompano
Beach, Florida 33069
(855)
759-7584
PROSPECTUS
SUMMARY
This
summary highlights selected information from this prospectus and does not contain all of the information that is important to you in
making an investment decision. This summary is qualified in its entirety by the more detailed information included in or incorporated
by reference into this prospectus. Before making your investment decision with respect to our securities, you should carefully read the
entire prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” and under
similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information
incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of
which this prospectus is a part.
The
Company
We
have a series of advanced-safe-smart platform technologies. Our first- and second-generation technologies enable light fixtures, ceiling
fans and other electrically wired products to be installed safely and plugged in to a ceiling’s electrical outlet box within seconds,
and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching
receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation
of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology eliminates the need of touching hazardous
electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years, we have expanded
the capabilities of our power-plug product to include advanced-safe and quick universal installation methods, as well as advanced-smart
capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy
and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing
and much more. Our third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around
safety and lifestyle of homes and other buildings. Our products are designed to improve all around home and building safety and lifestyle.
We are continuing to refine our products and began manufacturing certain advanced and smart products in 2023 and expect additional products,
including the third-generation smart-advanced platform to be available in 2024. We expect to manufacture the additional product offerings
in the second half of 2024. We hold over 97 U.S. and global patents and patent applications and have received a variety of final electrical
code approvals, including UL, United Laboratories of Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion
in the NEC Code Book.
GE
Convertible Note
On
April 11, 2024, we reduced a payment of $1.4 million due to GE Trademark Licensing, Inc. (“GE-TL”) by $400,000, in exchange
for the Note, a three-year, no interest bearing convertible promissory note of $1.0 million, to GE-TL, with a conversion price of $1.07
per share. The Note was signed on April 11, 2024, and matures on April 11, 2027.
On
December 8, 2023, we disclosed, among other things, that we had entered into a letter agreement (the “Letter Agreement”)
relating to royalty payments due to GE-TL, in connection with the sunsetting of the License Trademark Agreement previously entered into
with GE-TL. Pursuant to the Letter Agreement, we also agreed to issue a convertible note payable to GE-TL, with the note terms and conditions
to be mutually agreed upon by both parties. On April 11, 2024, we entered into an amendment to the Letter Agreement, which extended the
deadline for us to issue the convertible note to GE-TL to May 1, 2024, and issued the Note, reflecting a reduction in payments due.
The
Note does not bear interest and the principal amount of the Note is convertible into shares of our common stock at any time at the option
of the holder. We may prepay the entire then-outstanding principal amount of the Note at any time, plus a prepayment premium; if we exercise
such right, the Note holder may instead elect to convert the Note into shares of common stock. The Note also provided for certain piggyback
registration rights, pursuant to which we are registering the resale of the shares of common stock issuable upon conversion of the Note.
2024
Private Placement
On
October 4, 2024, we entered into a Securities Purchase Agreement (the “Series A Purchase Agreement”) with an accredited investor,
pursuant to which such investor purchased an aggregate of 200,000 shares of our Series A Preferred Stock, at a purchase price of $25.00
per share. Also on October 4, 2024, we entered into a Securities Purchase Agreement (the “Series A-1 Purchase Agreement”
and, together with the Series A Purchase Agreement, the “Purchase Agreements”) with certain accredited investors, pursuant
to which such investors purchased an aggregate of 240,000 shares of our Series A-1 Preferred Stock, at a purchase price of $25.00 per
share. Investors in this offering included Steven Schmidt, President of the Company, John P. Campi, Co-Chief Executive Officer of the
Company, and Leonard J. Sokolow, Co-Chief Executive Officer and a director of the Company, as well as significant stockholders. The Purchase
Agreements contained customary representations, warranties, agreements and indemnification rights and obligations of the parties and
provided the purchasers with certain registration rights, pursuant to which we have filed the registration statement of which this prospectus
is a part. The Series A Preferred Stock and Series A-1 Preferred Stock are further described under the heading “Description of
Capital Stock.”
Corporate
Information
We
were originally organized in May 2004 as a Florida limited liability company under the name of Safety Quick Light, LLC. We converted
to a Florida corporation on November 6, 2012 and, effective August 12, 2016, we changed our name from “Safety Quick Lighting &
Fans Corp.” to “SQL Technologies Corp.” Effective June 14, 2022, we changed our name from “SQL Technologies Corp.”
to “SKYX Platforms Corp.” We currently do business as “Sky Technologies.”
Our
principal executive offices are located at 2855 W. McNab Road, Pompano Beach, Florida 33069, and our telephone number is (855) 759-7584.
Our website can be found at www.skyplug.com. Information contained on, or that may be accessible through, our website is not a part of,
and is not incorporated into, this prospectus.
The
Offering
| Shares
of common stock offered by the Selling Securityholders |
|
Up
to 10,101,256 shares of common stock |
| |
|
|
| Use
of proceeds |
|
We
will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders. |
| |
|
|
| Risk
factors |
|
Before
investing in our securities, you should carefully read and consider the information set forth in “Risk Factors” on page
5 of this prospectus and under similar headings in any amendments or supplements to this prospectus and the documents incorporated
herein by reference. |
| |
|
|
| Terms
of the offering |
|
Each
of the Selling Securityholders will determine when and how they will sell the common stock offered in this prospectus, as described
in “Plan of Distribution.” |
| |
|
|
| Nasdaq
symbol |
|
“SKYX” |
RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus and any applicable prospectus supplement involves risks. Before deciding whether
to invest in our securities, you should carefully read and consider the risk factors incorporated by reference to our most recent Annual
Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, any amendments to such filings, and
all other information contained in or incorporated by reference into this prospectus, as updated by our subsequent filings under the
Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement. The risks and uncertainties
we have described are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently
believe are not material may also affect our business operations. Past financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually
occurs, our business, financial condition, results of operations or cash flows could be seriously harmed. This could cause the trading
price of our securities to decline, resulting in a loss of all or part of your investment in the offered securities. The discussion of
risks includes or refers to forward-looking statements. You should read the explanation of the qualifications and limitations on such
forward-looking statements contained in or incorporated by reference into this prospectus and in any applicable prospectus supplement.
Risks
Related to the Preferred Stock
The
issuance of shares of convertible preferred stock reduced the relative voting power of holders of our common stock, and the conversion
of such stock into shares of common stock could materially dilute our stockholders.
Holders
of our Series A Preferred Stock and Series A-1 Preferred Stock are entitled to vote, on an as-converted basis, together with holders
of our common stock on all matters submitted to a vote of the holders of our common stock. As a result, the issuance of such preferred
stock effectively reduced the relative voting power of the holders of our common stock. In addition, the conversion of such preferred
stock into shares of our common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the
public market of our common stock issuable upon conversion of the preferred stock could adversely affect prevailing market prices of
our common stock. Sales by such holders of a substantial number of shares of our common stock in the public market, or the perception
that such sales might occur, could have a material adverse effect on the price of our common stock.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein and any applicable prospectus supplement contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical
facts contained in this prospectus and the documents incorporated by reference herein, including statements regarding general economic
and market conditions, our future results of operations and financial condition, business strategy, and plans and objectives of management
for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,”
“believe,” “budgeted,” “can,” “contemplate,” “continue,” “could,”
“design,” “envision,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“target,” “think,” “will,” “would,” or the negative of these terms or other similar terms
or expressions, although not all forward-looking statements contain these identifying words.
The
forward-looking statements in this prospectus and the documents incorporated by reference herein are only predictions. These forward-looking
statements are not historical facts, but rather are based on our current expectations, assumptions, and projections about future events.
Although we believe that the expectations, assumptions, and projections on which these forward-looking statements are based are reasonable,
they nonetheless could prove to be inaccurate, and as a result, the forward-looking statements based on those expectations, assumptions,
and projections also could be inaccurate. Forward-looking statements are not guarantees of future performance. These forward-looking
statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other important factors, some of which
are beyond our control, that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements, including risks described in the section titled “Risk
Factors” incorporated by reference into this prospectus from our most recent Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K, any amendments to such filings, and all other information contained in or incorporated
by reference into this prospectus, as updated by our subsequent filings under the Exchange Act and in our other filings with the SEC.
Other
sections in this prospectus and the documents incorporated by reference herein include additional factors that could harm our business
and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from
time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our
business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or
implied by, any forward-looking statements. Given these uncertainties, current or prospective investors are cautioned not to place undue
reliance on any such forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances
reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking
statements speak only as of the date made. Except as required by law, we undertake no obligation to update publicly any forward-looking
statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.
You should read this prospectus and the documents incorporated by reference herein and filed as exhibits to the registration statement
of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance, and achievements
may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
USE
OF PROCEEDS
All
of the shares of common stock offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders
for their respective accounts. We will not receive any of the proceeds from these sales.
The
Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for
brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities.
We will bear the costs, fees and expenses incurred in effecting the registration of the shares of common stock covered by this prospectus,
including all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public
accounting firm.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before investing
in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Articles of Incorporation
(as amended, the “Articles of Incorporation”) and Second Amended and Restated By-Laws (the “By-Laws”), which
have been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation by Reference.” The summary
below is also qualified by reference to the provisions of applicable Florida law.
Authorized
Capital
The
Company’s authorized capital stock consists of 500,000,000 shares of common stock, no par value per share, and 20,000,000 shares
of preferred stock, no par value per share.
Common
Stock
Dividend
Rights
The
holders of our common stock are entitled to any dividends that may be declared by the board of directors of the Company out of funds
legally available for payment of dividends, subject to the prior rights of holders of preferred stock and any contractual restrictions
the Company has against the payment of dividends on common stock.
Voting
Rights
Holders
of our common stock are entitled to one vote for each share on all matters to be voted on by the stockholders, including the election
of directors. There is no cumulative voting with respect to the election of directors. Directors are elected by a plurality of the votes
cast by the holders of common stock. Except as otherwise required by law or the Company’s Articles of Incorporation or By-Laws,
all other matters brought to a vote of the holders of common stock are approved if the votes cast in favor of the action exceed the votes
cast against the action.
Liquidation
In
the event of the Company’s liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining
after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock.
Rights
and Preferences
All
outstanding shares of common stock are duly authorized, fully paid and non-assessable. The common stock has no preemptive rights, conversion
rights or other subscription rights or redemption or sinking fund provisions. The rights, preferences, and privileges of the holders
of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock
that the Company may designate in the future.
Stock
Exchange Listing
The
common stock is listed on Nasdaq under the symbol “SKYX.”
Registration
Rights and Anti-Dilution Provisions
Certain
of the Company’s outstanding shares of common stock and securities convertible into or exercisable for common stock have registration
rights or are subject to a form of antidilution protection provisions.
Transfer
Agent
The
transfer agent for our common stock is Pacific Stock Transfer, a Securitize company.
Preferred
Stock
As
of the date of this prospectus, we have 400,000 authorized shares of Series A Preferred Stock, of which 200,000 shares are issued and
outstanding, and 400,000 authorized shares of Series A-1 Preferred Stock, of which 240,000 shares are issued and outstanding. The remainder
of the Company’s authorized preferred stock is undesignated and unissued. Under the terms of the Articles of Incorporation, our
board of directors is authorized to provide for the issuance of shares of preferred stock in one or more series, to establish the number
of shares to be included in each series, and to fix the designation, powers, including voting rights, if any, preferences, and rights
of the shares of each series, and any qualifications, limitations, or restrictions thereof.
Series
A Preferred Stock
The
Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock (the “Series A Certificate of Designation”)
provides for cumulative cash dividends at an annual rate of 8% of the original issue price of $25.00 per share of Series A Preferred
Stock, payable quarterly in arrears. In the event the full cumulative dividends are not paid on a dividend payment date, dividends will
accrue on the sum of the original issue price, plus the amount of unpaid dividends, at an annual rate of 12%, until such date as the
Company has paid all previously accrued but unpaid dividends. In addition, holders of Series A Preferred Stock are also entitled to participate
in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis.
Each
holder of Series A Preferred Stock has the right, at such holder’s option, to convert such holder’s shares of Series A Preferred
Stock into shares of common stock at an initial conversion price per share of $2.00, subject to price protection up to a maximum of 40%
in the event the Company issues common stock below $2.00 per share. In addition, for two years following the closing date of the Series
A Purchase Agreement, the Series A Preferred Stock is subject to mandatory conversion by the Company upon the occurrence of specified
events. In no event will the aggregate number of shares of common stock that may be issued upon the conversion of the Series A Preferred
Stock exceed 19.99% of the common stock outstanding on the date of the Series A Purchase Agreement prior to closing, unless the Company
obtains stockholder approval.
The
Company may redeem all or any of the Series A Preferred Stock for cash at any time beginning five years after the closing date of the
Series A Purchase Agreement at a redemption price per share equal to $25.00, plus all accrued and unpaid dividends on the Series A Preferred
Stock being redeemed (the “Series A Redemption Price”). Upon a “Fundamental Change” (involving a change of control,
as further described in the Series A Certificate of Designation), each holder may require the Company to redeem the holder’s Series
A Preferred Stock at the Series A Redemption Price.
In
the event of any liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall be entitled to
receive an amount equal to $25.00 per share, plus accrued and unpaid dividends.
With
respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company,
the Series A Preferred Stock ranks senior to the Company’s common stock and any other class or series of capital stock of the Company
created after the Series A Preferred Stock, the terms of which do not expressly provide that such class or series ranks on a parity basis
with or senior to the Series A Preferred Stock, and on parity with any class or series of capital stock of the Company expressly designated
as ranking on parity with the Series A Preferred Stock. The Series A Preferred Stock has no stated maturity, is not subject to any sinking
fund and will remain outstanding indefinitely unless converted into common stock or redeemed by the Company, in which case such shares
of Series A Preferred Stock may not be reissued and will automatically be retired and cancelled and resume the status of authorized but
unissued shares of preferred stock.
Holders
of Series A Preferred Stock generally will be entitled to vote with the holders of the Company’s common stock on all matters submitted
for a vote of holders of common stock (voting together with the holders of common stock as a single class) on an as-converted basis.
The Series A Preferred Stock is entitled to a separate class vote on all matters that impact the rights, value or conversion terms or
ranking of the Series A Preferred Stock. Additionally, the Company shall not, without the approval of 51% of the then outstanding shares
of Series A Preferred Stock, (i) issue additional shares of Series A Preferred Stock; (ii) create or issue (A) any class or series of
capital stock ranking senior to the Series A Preferred Stock with respect to dividends or distributions or (B) any other securities ranking
on parity with the Series A Preferred Stock having the same liquidation preference as the Series A Preferred Stock; or (iii) amend, modify
or alter in any manner (A) the Series A Certificate of Designation or (B) the Company’s Articles of Incorporation (including by
filing any new certificate of designation or elimination) or its By-Laws in a manner that adversely affects the rights, preferences,
privileges or restrictions of the Series A Preferred Stock. Pursuant to the Series A Purchase Agreement, the investors in the Series
A Preferred Stock consented to the sale and issuance of up to 400,000 shares of a series of preferred stock that, among other things,
ranks on parity with or junior to the Series A Preferred Stock.
Series
A-1 Preferred Stock
The
Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (the “Series A-1 Certificate of
Designation”) provides for cumulative cash dividends at an annual rate of 8% of the original issue price of $25.00 per share of
Series A-1 Preferred Stock, payable quarterly in arrears. In the event the full cumulative dividends are not paid on a dividend payment
date, dividends will accrue on the sum of the original issue price, plus the amount of unpaid dividends, at an annual rate of 12%, until
such date as the Company has paid all previously accrued but unpaid dividends. In addition, holders of Series A-1 Preferred Stock are
also entitled to participate in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis.
Each
holder of Series A-1 Preferred Stock has the right, at such holder’s option, to convert such holder’s shares of Series A-1
Preferred Stock into shares of common stock at an initial conversion price per share of $2.00, subject to price protection up to a maximum
of 40% in the event the Company issues common stock below $2.00 per share. In addition, for two years following the closing date of the
Series A-1 Purchase Agreement, the Series A-1 Preferred Stock is subject to mandatory conversion by the Company upon the occurrence of
specified events. In no event will the aggregate number of shares of common stock that may be issued upon the conversion of both the
Series A Preferred Stock and the Series A-1 Preferred Stock exceed 19.99% of the common stock outstanding on the date of the Series A-1
Purchase Agreement prior to closing, unless the Company obtains stockholder approval.
The
Company may redeem all or any of the Series A-1 Preferred Stock for cash at any time beginning three years after the closing date of
the Series A-1 Purchase Agreement at a redemption price per share equal to $25.00, plus all accrued and unpaid dividends on the Series
A-1 Preferred Stock being redeemed (the “Series A-1 Redemption Price”). Upon a “Fundamental Change” (involving
a change of control, as further described in the Series A-1 Certificate of Designation), the Company may redeem the outstanding Series
A-1 Preferred Stock at the Series A-1 Redemption Price.
In
the event of any liquidation, dissolution or winding up of the Company, the holders of Series A-1 Preferred Stock shall be entitled to
receive an amount equal to $25.00 per share, plus accrued and unpaid dividends.
With
respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company,
the Series A-1 Preferred Stock ranks senior to the Company’s common stock and any other class or series of capital stock of the
Company created after the Series A-1 Preferred Stock, the terms of which do not expressly provide that such class or series ranks on
a parity basis with or senior to the Series A-1 Preferred Stock, and on parity with any class or series of capital stock of the Company
expressly designated as ranking on parity with the Series A-1 Preferred Stock. The Series A-1 Preferred Stock has no stated maturity,
is not subject to any sinking fund and will remain outstanding indefinitely unless converted into common stock or redeemed by the Company,
in which case such shares of Series A-1 Preferred Stock may not be reissued and will automatically be retired and cancelled and resume
the status of authorized but unissued shares of preferred stock.
Holders
of Series A-1 Preferred Stock generally will be entitled to vote with the holders of the Company’s common stock on all matters
submitted for a vote of holders of common stock (voting together with the holders of common stock as a single class) on an as-converted
basis. The Series A-1 Preferred Stock is entitled to a separate class vote on all matters that impact the rights, value or conversion
terms or ranking of the Series A-1 Preferred Stock. Additionally, the Company shall not, without the approval of 51% of the then outstanding
shares of Series A-1 Preferred Stock, (i) issue additional shares of Series A-1 Preferred Stock; (ii) create or issue (A) any class or
series of capital stock ranking senior to the Series A-1 Preferred Stock with respect to dividends or distributions or (B) any other
securities ranking on parity with the Series A-1 Preferred Stock having the same liquidation preference as the Series A-1 Preferred Stock;
or (iii) amend, modify or alter in any manner (A) the Series A-1 Certificate of Designation or (B) the Company’s Articles of Incorporation
(including by filing any new certificate of designation or elimination) or its By-Laws in a manner that adversely affects the rights,
preferences, privileges or restrictions of the Series A-1 Preferred Stock. Pursuant to the Series A-1 Purchase Agreement, the investors
in the Series A-1 Preferred Stock consented to the sale and issuance of up to 400,000 shares of the Series A Preferred Stock.
Anti-Takeover
Provisions
Certain
provisions of Florida law, the Articles of Incorporation and the By-Laws, summarized below, may have the effect of delaying, deferring
or discouraging another person from acquiring control of the Company. It is possible that these provisions could make it more difficult
to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in the Company’s
best interests, including transactions that might result in a premium over the market price for our shares.
Florida
Law
As
a Florida corporation, the Company is subject to certain anti-takeover provisions that apply to public corporations under the Florida
Business Corporation Act (“FBCA”). Pursuant to Section 607.0901 of the FBCA, a publicly held Florida corporation may not
engage in a broad range of business combinations or other extraordinary corporate transactions with an interested stockholder for a period
of three years following the time that such stockholder became an interested stockholder, unless:
| ● | prior
to the time that such stockholder became an interested stockholder, the board of directors
approved either the affiliated transaction or the transaction that resulted in the stockholder
becoming an interested stockholder; |
| ● | upon
consummation of such a business combination or extraordinary corporate transaction that resulted
in the subject stockholder becoming an interested stockholder, such stockholder owned at
least 85% of the outstanding voting shares of the corporation at the time such transaction
commenced, exclusive of shares owned by directors who are also officers and certain employee
stock plans; or |
| ● | at
or subsequent to the time the subject stockholder became an interested stockholder, such
business combination or other extraordinary corporate transaction is approved by the board
of directors and authorized by an affirmative vote of the holders of at least two-thirds
of the voting shares of the corporation (excluding shares held by the interested stockholder)
at an annual or special meeting of stockholders, and not by written consent. |
Notwithstanding
the above, the voting requirements set forth above do not apply to a particular affiliated transaction if one or more conditions are
met, including, but not limited to, the following: the affiliated transaction has been approved by a majority of the disinterested directors
of the corporation; the corporation has not had more than 300 stockholders of record at any time during the three years preceding the
announcement date; the interested stockholder has been the beneficial owner of at least 80% of the corporation’s outstanding voting
shares for at least three years preceding the announcement date; or the consideration to be paid to the holders of each class or series
of voting shares in the affiliated transaction meets certain minimum conditions.
An
interested stockholder is generally defined as a person who, together with affiliates and associates, beneficially owns more than 15%
of a corporation’s outstanding voting shares. The Company has not made an election in the Articles of Incorporation to opt out
of Section 607.0901.
In
addition, Section 607.0902 of the FBCA contains certain prohibitions relating to “control share acquisitions.” The Articles
of Incorporation include a provision that opts the Company out of the “control share acquisition” statute under the FBCA.
Articles
of Incorporation and By-Laws
The
board of directors has the power to issue any or all of the shares of the Company’s capital stock, including the authority to establish
one or more series of preferred stock and to fix the designations, powers, preferences, rights and limitations of such class or series,
without seeking stockholder approval, which could delay, defer or prevent any attempt to acquire or control the Company or could make
removal of management more difficult. A majority vote of the stockholders is required to remove directors from office, with or without
cause; a majority of the board of directors may remove a director for cause. The By-Laws provide that a special meeting of stockholders
may be called only by the order of the chairman of the board of directors or upon the written request of stockholders owning at least
a majority of the outstanding shares of the Company entitled to vote for directors as of the date of such request.
SELLING
SECURITYHOLDERS
The
Selling Securityholders listed in the table below may from time to time offer and sell any or all of the shares of common stock set forth
below pursuant to this prospectus. When we refer to the “Selling Securityholders” in this prospectus, we refer to the persons
listed in the table below and the permitted transferees that hold any of the Selling Securityholders’ interest in the shares of
common stock after the date of this prospectus.
The
following table sets forth certain information concerning the common stock that may be offered from time to time by each Selling Securityholder
pursuant to this prospectus. The number of shares beneficially owned by each Selling Securityholder is determined under rules issued
by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting
power or investment power. Percentage ownership is based on 102,440,434 shares of common stock outstanding as of October 22, 2024. In
computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person or entity, shares
of common stock subject to options, restricted stock units, warrants, convertible notes, convertible preferred stock or other rights
held by such person or entity that are currently exercisable or convertible or will become exercisable or convertible or will vest within
60 days of such date are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage
ownership of any other person. Except as otherwise indicated, to our knowledge, each of the Selling Securityholders listed has sole voting
and investment power with respect to the shares beneficially owned by the Selling Securityholder, subject to community property laws
where applicable.
The
Selling Securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities included
in the table below in transactions exempt from the registration requirements of the Securities Act. Any changed or new information provided
to us by the Selling Securityholders, including regarding the identity of, and the securities held by, each Selling Securityholder, will
be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary.
A Selling Securityholder may sell all, some or none of such securities in this offering. See “Plan of Distribution.” For
purposes of this table, we have assumed that the Selling Securityholders will have sold all of the securities covered by this prospectus
upon the completion of the offering.
The
number of shares of common stock issuable upon conversion of the Note represents the maximum number of shares of common stock that may
be issuable upon conversion of the Note, based on $1.0 million aggregate principal amount at the conversion price of $1.07 per share
of common stock. The Note does not bear interest and the principal amount of the Note is convertible into shares of common stock at any
time at the option of the holder. If the Note is not converted in full, the actual number of shares of common stock issuable to the Note
holder upon conversion of the Note could be substantially less than the number of shares registered. In addition, the number of shares
of common stock issuable upon conversion of both the Series A Preferred Stock and Series A-1 Preferred Stock represents a good faith
estimate of the maximum number of shares of common stock that may be issuable upon conversion of such preferred stock, based on the minimum
conversion price of $1.20 per share of common stock (or approximately 20.83 shares of common stock for each share of preferred stock).
If both series of preferred stock are not converted in full, or if the applicable conversion price is above the minimum conversion price,
the actual number of shares of common stock issuable to the respective Selling Securityholders upon conversion of the applicable preferred
stock, if any, could be substantially less than the number of shares registered. This presentation is not intended to constitute an indication
or prediction of the date on which the respective Selling Securityholders will convert the Note, Series A Preferred Stock, or Series
A-1 Preferred Stock, as applicable, into common stock, if at all.
The
terms of the Series A Preferred Stock provide that in no event will the aggregate number of shares of common stock that may be issued
upon the conversion of the Series A Preferred Stock exceed 19.99% of the common stock outstanding on the date of the Series A Purchase
Agreement prior to closing, unless the Company obtains stockholder approval. In addition, the terms of the Series A-1 Preferred Stock
provide that in no event will the aggregate number of shares of common stock that may be issued upon the conversion of both the Series
A Preferred Stock and the Series A-1 Preferred Stock exceed 19.99% of the common stock outstanding on the date of the Series A-1 Purchase
Agreement prior to closing, unless the Company obtains stockholder approval. The number of shares in the table below do not reflect these
limitations.
For
additional information regarding the shares offered as included in the table below, see “Prospectus Summary” and “Description
of Capital Stock” above.
| Selling Securityholder | |
Shares of Common Stock Beneficially Owned Prior to Offering | | |
Maximum Number of Shares of Common Stock Offered | | |
Shares of Common Stock Beneficially Owned After the Offered Shares are Sold | | |
Percentage of Shares Beneficially Owned after Shares are Sold | |
| GE Trademark Licensing, Inc.(1) | |
| 934,580 | | |
| 934,580 | | |
| — | | |
| — | |
| SKY Opportunity I LLC(2) | |
| 4,266,667 | | |
| 4,166,667 | | |
| 100,000 | | |
| * | |
| Freeman Caribbean Investments, LLC(3) | |
| 416,667 | | |
| 416,667 | | |
| — | | |
| — | |
| Proactive Capital Partners, LP(4) | |
| 804,723 | | |
| 208,334 | | |
| 596,389 | | |
| * | |
| Steven Schmidt(5) | |
| 689,624 | | |
| 416,667 | | |
| 272,957 | | |
| * | |
| Steven Siegelaub(6) | |
| 4,367,868 | | |
| 1,250,001 | | |
| 3,117,867 | | |
| 3.0 | % |
| Robert Glaser(7) | |
| 360,334 | | |
| 83,334 | | |
| 277,000 | | |
| * | |
| Leonard Sokolow(8) | |
| 1,832,178 | | |
| 208,334 | | |
| 1,623,844 | | |
| 1.6 | % |
| John Campi(9) | |
| 1,039,353 | | |
| 208,334 | | |
| 831,019 | | |
| * | |
| Lefam Family Limited Partnership(10) | |
| 658,334 | | |
| 208,334 | | |
| 450,000 | | |
| * | |
| The Patricia Stein 2014 Irrevocable Trust(11) | |
| 134,584 | | |
| 83,334 | | |
| 51,250 | | |
| * | |
| Aubrey Strul(12) | |
| 6,656,171 | | |
| 416,667 | | |
| 6,239,504 | | |
| 6.0 | % |
| Garchik 2019 Irrevocable Trust(13) | |
| 393,539 | | |
| 208,334 | | |
| 185,205 | | |
| * | |
| Barbara Lerner ATF Article 3(A) Trust Under the Arthur H. Lerner 2007 GRAT(14) | |
| 490,060 | | |
| 83,334 | | |
| 406,726 | | |
| * | |
| Harry & Brenda Mittelman Revocable Living Trust(15) | |
| 2,237,733 | | |
| 291,667 | | |
| 1,946,066 | | |
| 1.9 | % |
| Jonathan Rich(16) | |
| 208,334 | | |
| 83,334 | | |
| 125,000 | | |
| * | |
| Michael and Zelene Fowler(17) | |
| 833,334 | | |
| 833,334 | | |
| — | | |
| — | |
| (1) | Represents
shares of common stock issuable upon conversion of the Note. The address of GE-TL is c/o
General Electric Company, 901 N. Main Ave., Norwalk, Connecticut 06851. |
| (2) | Includes
4,166,667 shares of common stock issuable upon conversion of Series A Preferred Stock held
by SKY Opportunity I LLC, 50,000 shares of common stock held by Lance T. Shaner, and
50,000 options held by Mr. Shaner that are currently exercisable. Mr. Shaner, the Manager
of Shaner Sky LLC, which is the Manager of SKY Opportunity I LLC, may be deemed to
be the beneficial owner of the shares held by SKY Opportunity I LLC and to have voting and
dispositive power over such shares. The address for SKY Opportunity I LLC and Mr.
Shaner is 1965 Waddle Road, State College, Pennsylvania 16803. |
| (3) | Represents
shares of common stock issuable upon conversion of Series A-1 Preferred Stock. Neil Freeman,
the Manager of Freeman Caribbean Investments, LLC, may be deemed to be the beneficial owner
of the shares held by Freeman Caribbean Investments, LLC and to have voting and dispositive
power over such shares. The address of Freeman Caribbean Investments, LLC is c/o Aries Capital,
401 W. Ontario St., Suite 220, Chicago, Illinois 60654. |
| (4) | Includes
208,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock held
by Proactive Capital Partners LP, 159,329 shares held by Proactive Capital Partners LP, 402,060
shares held by Jeff Ramson, and 35,000 shares held by PCG Advisory Inc. Mr. Ramson, the General
Partner of Proactive Capital Partners LP and sole owner of PCG Advisory Inc., may be deemed
to be the beneficial owner of the shares held by Proactive Capital Partners LP and PCG Advisory,
Inc., and to have voting and dispositive power over such shares. The address of Mr. Ramson
and the entities is 950 3rd Avenue, Suite 2700, New York, New York 10155. |
| (5) | Includes
416,667 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, 172,957
shares of preferred stock, and 100,000 shares of common stock underlying stock options that
are currently exercisable. Mr. Schmidt is the President of the Company. The address of Mr.
Schmidt is c/o SKYX Platforms Corp., 2855 W. McNab Road, Pompano Beach, Florida 33069. |
| (6) | Includes
833,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock held
by Steven Siegelaub and 416,667 shares of common stock issuable upon conversion of Series
A-1 Preferred Stock held by Investment 2018 LLC. Also includes the following shares of common
stock: (i) 831,926 shares held by Safety Investors 2014 LLC; (ii) 1,016,591 shares held by
Investment 2013, LLC; (iii) 104,622 shares held by 301 Office Ventures, LLC; (iv) 87,424
shares held by Enterprises 2013, LLC; (v) 719,521 shares held by Investment 2018 LLC; (vi)
60,000 shares held by DRS Real Estate Ventures LLC; (vii) 92,872 shares held jointly by Mr.
Siegelaub and his spouse; (viii) 63,244 shares held by Mr. Siegelaub; (ix) 100,000 shares
of common stock issuable upon conversion of the principal amount of an outstanding convertible
note held by Sky Technology Partners, LLC; (x) 200,000 shares of common stock underlying
stock options held jointly by Mr. Siegelaub and his spouse that are currently exercisable;
and (xi) 41,667 shares of common stock issuable upon exercise of warrants held by Investment
2018 LLC. As the managing member of each of 301 Office Ventures, LLC, Enterprises 2013, LLC,
Investment 2013 LLC, Safety Investors 2014 LLC, Investment 2018 LLC, DRS Real Estate Ventures
LLC and Sky Technology Partners, LLC, Mr. Siegelaub may be deemed to the beneficial owner
of the shares held by such entities and to have voting and dispositive power over such shares.
The address of Mr. Siegelaub and his affiliated entities is 361 E. Hillsboro Blvd., Deerfield
Beach, Florida 33441. |
| (7) | Includes
83,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock and
277,000 shares of common stock. The address of Mr. Glaser is 2313 W. Bristol Ave., Tampa,
Florida 33609. |
| (8) | Includes
208,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, 511,220
shares of common stock, 1,005,000 shares of common stock underlying stock options that are
currently exercisable, 83,334 shares of common stock issuable upon conversion of the principal
amount of an outstanding convertible note, and 24,290 shares of common stock issuable upon
exercise of warrants. Mr. Sokolow is the Co-Chief Executive Officer and a director of the
Company. The address of Mr. Sokolow is c/o SKYX Platforms Corp., 2855 W. McNab Road, Pompano
Beach, Florida 33069. |
| (9) | Includes
208,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, 797,685
shares of common stock, and 33,334 shares of common stock issuable upon conversion of the
principal amount of an outstanding convertible note. Mr. Campi is the Co-Chief Executive
Officer of the Company. The address of Mr. Campi is c/o SKYX Platforms Corp., 2855 W. McNab
Road, Pompano Beach, Florida 33069. |
| (10) | Includes
208,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock and
450,000 shares of common stock. Mark Levy, the Managing Partner of Lefam Family Limited Partnership,
may be deemed to be the beneficial owner of the shares held by Lefam Family Limited Partnership
and to have voting and dispositive power over such shares. The address of Lefam Family Limited
Partnership is 2855 W. McNab Rd., Pompano Beach, Florida 33069. |
| (11) | Includes
83,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock and
51,250 shares of common stock held by The Patricia Stein 2014 Irrevocable Trust, of which
Glen Stein is the trustee. The address of The Patricia Stein 2014 Irrevocable Trust
is 2063 NW 19th Way, Boca Raton, Florida 33431. |
| (12) | Includes
416,667 shares of common stock issuable upon conversion of Series A-1 Preferred Stock held
by Strul Associates Limited Partnership (“SALP”), 50,000 shares of common stock
held by Aubrey Strul, 4,995,985 shares of common stock held by SALP, 125,000 shares of common
stock issuable upon exercise of an outstanding warrant held by SALP, 1,018,519 shares of
common stock underlying convertible promissory notes held by SALP, and 50,000 shares of common
stock underlying stock options held by Mr. Strul that are currently exercisable. As President
of SALP, Aubrey Strul may be deemed to be the beneficial owner of the shares held by SALP
and to have voting and dispositive power over such shares. The address of Mr. Strul and SALP
is 20320 Fairway Oaks Drive, #362, Boca Raton, Florida 33434. |
| (13) | Includes
208,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock held
by the Garchik 2019 Irrevocable Trust, of which Stephen J. Garchik is the trustee, 48,980
shares held by the Garchik 2019 Irrevocable Trust, 62,245 shares held by Mr. Garchik, 25,000
shares of common stock issuable upon exercise of outstanding options, and 48,980 shares held
by the Garchik Universal Limited Partnership, of which Stephen J. Garchik is the general
partner and has sole voting and dispositive power over such shares. The address of Mr. Garchik
and the trusts is 11890 Sunrise Valley Drive, Reston, Virginia 20191. |
| (14) | Includes
83,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock held
by the Barbara Lerner ATF Article 3(A) Trust Under the Arthur H. Lerner 2007 GRAT, of which
Barbara Lerner is the trustee, and 406,726 shares of common stock held by the Barbara Lerner
ATF Article 3(A) Trust Under the Arthur H. Lerner 2007 GRAT. The address of the trust is
19670 Oakbrook Court, Boca Raton, Florida 33434. |
| (15) | Includes
291,667 shares of common stock issuable upon conversion of Series A-1 Preferred Stock held
by the Harry & Brenda Mittelman Revocable Living Trust, UA DTD 9/17/2007, of which Harry
Mittelman and Brenda Mittelman are the trustees, 110,000 shares held by Mr. Mittelman and
Ms. Mittelman jointly, 100 shares held by Ms. Mittelman and 1,835,966 shares held by trusts
of which Mr. Mittelman or Ms. Mittelman is the trustee or a beneficiary. The address of Mr.
Mittelman, Ms. Mittelman and the trusts is 12100 Kate Drive, Los Altos Hills, California
94022. |
| (16) | Includes
83,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock, 62,500
shares of common stock held directly, and 62,500 shares of common stock issuable upon exercise
of outstanding options. The address of Mr. Rich is 10 Fennimore Court, Flanders, New Jersey
07836. |
| (17) | Represents
833,334 shares of common stock issuable upon conversion of Series A-1 Preferred Stock. The
address of Michael and Zelene Fowler is 1 W. Century Drive, #27C, Los Angeles, California
90067. |
PLAN
OF DISTRIBUTION
We
are registering the securities covered by this prospectus on behalf of the Selling Securityholders. Certain costs, expenses and fees
connected with the registration of these securities will be borne by us. Any brokerage commissions and similar expenses connected with
selling the securities will be borne by the Selling Securityholders. The Selling Securityholders may offer and sell the securities covered
by this prospectus from time to time in one or more transactions. The term “Selling Securityholders” includes permitted transferees.
A Selling Securityholder may elect to make an in-kind distribution of securities to its members, partners or stockholders pursuant to
the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners
or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the
extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order
to permit the distributees to use the prospectus to resell the securities acquired in the distribution. A Selling Securityholder also
may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the
selling beneficial owners for purposes of this prospectus. Upon being notified by a Selling Securityholder that a donee, pledgee, transferee,
or other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus
to name specifically such person as a Selling Securityholder.
The
Selling Securityholders will act independently of the Company in making decisions with respect to the timing, manner and size of each
sale. These transactions include:
| ● | through
one or more underwriters or dealers in a public offering and sale by them, whether individually
or through an underwriting syndicate led by one or more managing underwriters; |
| ● | in
“at the market offerings” within the meaning of Rule 415(a)(4) under the Securities
Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
| ● | privately
negotiated transactions; |
| ● | by
delayed delivery contracts or by remarketing firms; |
| ● | ordinary
brokerage transactions and transactions in which the broker solicits purchasers; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant
to this prospectus; |
| ● | exchange
or over-the-counter distributions in accordance with the rules of the exchange or other market; |
| ● | block
trades in which the broker-dealer attempts to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
| ● | transactions
in options, swaps or other derivatives that may or may not be listed on an exchange; |
| ● | a
combination of any such method of sale; or |
| ● | any
other method permitted pursuant to applicable law. |
In
connection with distributions of the securities or otherwise, the Selling Securityholders may sell the securities in negotiated transactions;
in one or more transactions at a fixed price or prices, which may be changed from time to time; at market prices prevailing at the times
of sale; at prices related to such prevailing market prices; or at negotiated prices. The Selling Securityholders may sell the securities
on a national securities exchange, in the over-the-counter market, or in transactions otherwise than on an exchange or in the over-the-counter
market, or in combination.
There
can be no assurance that the Selling Securityholders will sell all or any of the securities offered by this prospectus. In addition,
the Selling Securityholders may resell all or a portion of the securities in open market transactions in reliance upon Rule 144 under
the Securities Act, as permitted by that rule, Section 4(a)(1) under the Securities Act, if available, or any other exemption from the
registration requirements that become available, rather than under this prospectus. The Selling Securityholders have the sole and absolute
discretion not to accept any purchase offer or make any sale of securities if they deem the purchase price to be unsatisfactory at any
particular time. We will not receive any of the proceeds from this offering.
If
underwriters are used in the sale of any securities, such securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions described above. Securities may be either offered to the public through underwriting
syndicates represented by managing underwriters or directly by underwriters.
If
a dealer is used in an offering of securities, the dealer may purchase the securities, as principal. The dealer may then resell the securities
to the public at varying prices to be determined by the dealer at the time of sale.
Securities
may be sold directly or through agents designated from time to time. We will name any agent involved in the offering and sale of such
securities and we will describe any commissions paid to the agent in the prospectus supplement. Unless the prospectus supplement states
otherwise, the agent will act on a best-efforts basis for the period of its appointment.
Underwriters,
dealers and agents may be entitled to indemnification by the Selling Securityholders and/or us against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to payments which the agents, broker-dealers or underwriters may
be required to make in respect thereof.
Underwriters
who participate in the distribution of securities may be granted an option to purchase additional securities in connection with the distribution.
Underwriters,
dealers or agents may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders or the
purchasers, as their agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be
underwriters under the Securities Act. As a result, discounts, commissions or profits on resale received by the underwriters, dealers
or agents may be treated as underwriting discounts and commissions. Each accompanying prospectus supplement will identify any such underwriter,
dealer or agent and describe any compensation received by them from the Selling Securityholders. Any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
In
connection with sales of securities, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of securities in the course of hedging in positions they assume. The Selling Securityholders
may also sell securities short and the Selling Securityholders may deliver securities covered by this prospectus to close out short positions
and to return borrowed securities in connection with such short sales. The Selling Securityholders may also loan or pledge securities
to broker-dealers that in turn may sell such securities, to the extent permitted by applicable law. The Selling Securityholders may also
enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative
securities that require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The
Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the securities owned by them and,
if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the securities from
time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act, amending, if necessary, the list of Selling Securityholders to include the pledgee, transferee or other successors in
interest as Selling Securityholders under this prospectus. The Selling Securityholders may also transfer and donate securities in other
circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for
purposes of this prospectus.
Any
underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act.
Underwriters,
broker-dealers or agents who may become involved in the sale of securities may engage in transactions with, and perform other services
for, us or the Selling Securityholders in the ordinary course of their business for which they receive compensation.
In
effecting sales, the Selling Securityholders may engage broker-dealers or agents, who may in turn arrange for other broker-dealers to
participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders and/or from
the purchasers of securities for whom the broker-dealers may act as agents or to whom they sell as principal, or both. The compensation
to a particular broker-dealer may be in excess of customary commissions. To our knowledge, there is currently no plan, arrangement or
understanding between any Selling Securityholders and any broker-dealer or agent, or other third party, regarding the sale of any securities
by the Selling Securityholders.
The
Selling Securityholders, any underwriters, broker-dealers or agents and any participating broker-dealers that act in connection with
the sale of the securities covered by this prospectus may be “underwriters” under the Securities Act with respect to those
securities and will be subject to the prospectus delivery requirements of the Securities Act. Any profit that the Selling Securityholders
realize, and any compensation that any broker-dealer or agent may receive in connection with any sale, including any profit realized
on resale of securities acquired as principal, may be deemed to be underwriting discounts and commissions. If the Selling Securityholders
are deemed to be underwriters, the Selling Securityholders may be subject to certain liabilities under statutes including, but not limited
to, Section 11, 12 and 17 of the Securities Act and Section 10(b) and Rule 10b-5 under the Exchange Act.
The
securities laws of some states may require the Selling Securityholders to sell the securities in those states only through registered
or licensed brokers or dealers. These laws may also require that we register or qualify the securities for sale in those states unless
an exemption from registration and qualification is available and the Selling Securityholders and we comply with that exemption. In addition,
the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities
of the Selling Securityholders and their affiliates. Regulation M may restrict the ability of any person engaged in the distribution
of the securities to engage in market-making activities with respect to the securities. All of the foregoing may affect the marketability
of the securities and the ability of any person to engage in market-making activities with respect to the securities.
To
the extent required, the securities to be sold, the names of the Selling Securityholders, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
LEGAL
MATTERS
The
validity of the shares of common stock offered hereby has been passed upon for us by Thompson Hine LLP.
EXPERTS
The
financial statements of the Company as of December 31, 2023 and 2022, and for the years then ended, have been incorporated by reference
herein from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 in reliance upon the report of M&K
CPAS, PLLC, independent registered public accounting firm, incorporated by reference herein. Such financial statements have been incorporated
by reference herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
SKYX
Platforms Corp.
Up
to 10,101,256 Shares of Common Stock
_______________________
PROSPECTUS
_______________________
,
2024
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following is a statement of the estimated expenses to be incurred by us in connection with the registration of the securities under this
registration statement, all of which will be borne by us. All amounts shown are estimates except for the SEC registration fee.
| SEC Registration Fee | |
$ | 2,180.57 | |
| Legal Fees and Expenses | |
$ | 25,000 | |
| Accounting Fees and Expenses | |
$ | 3,500 | |
| Miscellaneous | |
$ | 6,500 | |
| Total | |
$ | 37,180.57 | |
Item
15. Indemnification of Directors and Officers
Our
articles of incorporation, as amended (the “articles of incorporation”), provide that, to the fullest extent permitted by
law, no director or officer of the Company will be personally liable to the Company or its stockholders for damages for breach of any
duty owed to the Company or its stockholders. In addition, our second amended and restated bylaws (the “bylaws”) provide
that our directors and officers will be indemnified to the fullest extent permitted by the Florida Business Corporation Act. Specifically,
our bylaws require the Company to indemnify any person who is or was, or has agreed to become, a director or officer of the Company (hereinafter,
a “director” or “officer”) and who is or was made or threatened to be made a party to or is involved in any threatened,
pending or completed action, suit, arbitration, alternative dispute mechanism, inquiry, investigation, hearing or other proceeding (hereinafter,
a “proceeding”), including an action by or in the right of the Company to procure a judgment in its favor and an action by
or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the
Company, by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Company, or, while a director
or officer of the Company, is or was serving, or has agreed to serve, such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against (i) judgments, fines, amounts paid or to be paid in settlement, taxes or penalties,
and (ii) costs, charges and expenses, including attorneys’ fees (hereinafter, “expenses”), incurred in connection with
such proceeding. However, a director and/or officer is not entitled to indemnification if a judgment or other final adjudication adverse
to the director or officer and from which there is no further right to appeal establishes that (i) his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated,
or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The Company
is required to indemnify a director or officer in connection with any suit (or part thereof) initiated by a director or officer only
if such suit (or part thereof) was authorized by the board of directors.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
We
also maintain general liability insurance that covers certain liabilities of our directors and officers arising out of claims based on
acts or omissions in their capacities as directors or officers.
Item
16. Exhibits
Exhibit
No. |
|
Description |
| 2.1+ |
|
Stock Purchase Agreement, dated February 6, 2023, by and among the Company and Mihran Berejikian, Nancy Berejikian, and Michael Lack (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023). |
| 2.2+ |
|
Amendment to Stock Purchase Agreement, dated April 28, 2023, by and among the Company and Mihran Berejikian, Nancy Berejikian, and Michael Lack (incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2023). |
| 3.1 |
|
Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-261829) filed with the SEC on December 22, 2021). |
| 3.2 |
|
Articles of Amendment to Articles of Incorporation (effective August 12, 2016) (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-261829) filed with the SEC on December 22, 2021). |
| 3.3 |
|
Articles of Amendment to Articles of Incorporation (effective February 7, 2022) (incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2022). |
| 3.4 |
|
Articles of Amendment to Articles of Incorporation (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2022). |
| 3.5 |
|
Articles of Amendment to Articles of Incorporation (effective May 2, 2023) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2023). |
| 3.6 |
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock (effective September 30, 2024) (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2024). |
| 3.7 |
|
Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (effective September 30, 2024) (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2024). |
| 3.8 |
|
Second Amended and Restated Bylaws of the Company (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2022). |
| 4.1 |
|
Convertible Promissory Note, dated April 11, 2024, issued to GE Trademark Licensing, Inc. (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 17, 2024). |
| 4.2+ |
|
Form of Securities Purchase Agreement for Series A Preferred Stock, dated October 4, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2024). |
| 4.3+ |
|
Form of Securities Purchase Agreement for Series A-1 Preferred Stock, dated October 4, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2024). |
| 5.1 |
|
Opinion of Thompson Hine LLP. |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm of the Company. |
| 23.2 |
|
Consent of Thompson Hine LLP (included in Exhibit 5.1). |
| 24.1 |
|
Power of Attorney (incorporated by reference to the signature page hereto). |
| 107 |
|
Filing Fee Table. |
| + |
Certain of the exhibits and schedules to this exhibit have
been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules
to the SEC upon its request. |
Item
17. Undertakings
| (a) |
The undersigned registrant hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement: |
| |
(i) |
To include any prospectus required by Section 10(a)(3) of the
Securities Act; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the “Calculation of Filing
Fee Tables” or “Calculation of Registration Fee” table, as applicable,
in the effective registration statement; and |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement; |
provided,
however, that paragraphs (a)(1)(i), (ii), and (iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is a part of the registration statement.
| (2) | That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. |
| |
(4) |
That, for the purpose of determining liability under the Securities
Act to any purchaser: |
| (A) | Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and |
| (B) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration statement to
which that prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date. |
| (b) | The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (h) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the indemnification
provisions described herein, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pompano Beach, State of Florida, on November 1, 2024
| |
SKYX PLATFORMS CORP. |
| |
|
|
| |
By:
|
/s/
Leonard J. Sokolow |
| |
|
Leonard
J. Sokolow |
| |
|
Co-Chief
Executive Officer and Director |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of John P. Campi, Leonard J. Sokolow, Marc-Andre Boisseau, and Robin
Powell, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact, each with full power
of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign and file
amendments to this registration statement (including post-effective amendments), and to sign and file any registration statement for
the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended, and all amendments and post-effective amendments thereto, including, in each case, filing all
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, and any substitute or substitutes, full power and authority to do and perform each and every act and thing
requisite, necessary and/or advisable to be done in connection therewith, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, and their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
John P. Campi |
|
Co-Chief
Executive Officer |
|
November
1, 2024 |
| John
P. Campi |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Leonard J. Sokolow |
|
Co-Chief
Executive Officer and Director |
|
November
1, 2024 |
| Leonard
J. Sokolow |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Marc-Andre Boisseau |
|
Chief
Financial Officer |
|
November
1, 2024 |
| Marc-Andre
Boisseau |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Rani R. Kohen |
|
Executive
Chairman and Director |
|
November
1, 2024 |
| Rani
R. Kohen |
|
|
|
|
| |
|
|
|
|
| /s/
Nancy DiMattia |
|
Director |
|
November
1, 2024 |
| Nancy
DiMattia |
|
|
|
|
| |
|
|
|
|
| /s/
Gary N. Golden |
|
Director |
|
November
1, 2024 |
| Gary
N. Golden |
|
|
|
|
| |
|
|
|
|
| /s/
Efrat L. Greenstein Brayer |
|
Director |
|
November
1, 2024 |
| Efrat
L. Greenstein Brayer |
|
|
|
|
Exhibit
5.1
November
1, 2024
SKYX
Platforms Corp.
2855
W. McNab Road
Pompano
Beach, Florida 33069
| Re: |
Registration Statement on Form S-3 |
Ladies
and Gentlemen:
We
have acted as counsel to SKYX Platforms Corp. (d/b/a Sky Technologies), a Florida corporation (the “Company”), in
connection with the preparation and filing by the Company of its registration statement on Form S-3 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating
to the proposed resale of up to 10,101,256 shares (the “Selling Holder Shares”) of common stock, no par value per
share, of the Company, consisting of (i) up to 934,580 shares of common stock (the “Note Shares”) reserved for issuance
upon the conversion of an outstanding convertible promissory note, dated April 11, 2024 (the “Note”), (ii) up to 4,166,667
shares of common stock (the “Series A Conversion Shares”) issuable upon the conversion of 200,000 outstanding shares
of the Company’s Series A Preferred Stock, no par value per share (the “Series A Preferred Shares”), and (iii)
up to 5,000,009 shares of common stock (the “Series A-1 Conversion Shares” and, together with the Series A Conversion
Shares, the “Conversion Shares”) issuable upon the conversion of 240,000 outstanding shares of the Company’s
Series A-1 Preferred Stock, no par value per share (the “Series A-1 Preferred Shares” and, together with the Series
A Preferred Shares, the “Preferred Shares”), by the selling shareholders listed in the Registration Statement, all
of which Selling Holder Shares may be sold from time to time and on a delayed or continuous basis, as described in the prospectus that
forms a part of the Registration Statement (the “Prospectus”).
In
rendering the opinions set forth below, we have examined copies of (a) the Company’s Articles of Incorporation, as amended, (b)
the Company’s Second Amended and Restated By-laws, (c) a Certificate of Status with respect to the Company, dated as of October
29, 2024, issued by the Department of State of the State of Florida, (d) the Registration Statement and Prospectus, (e) the Note, (f)
certain resolutions and minutes of the Board of Directors of the Company relating to the Selling Holder Shares and the Registration Statement,
and (g) copies of such other agreements, documents, instruments, certificates and records as we have deemed advisable in order to render
our opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural
persons, that all parties (other than the Company) had the requisite power and authority (corporate or otherwise) to execute, deliver
and perform such agreements or instruments, that all such agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties, that such agreements or instruments are valid, binding and enforceable
obligations of such parties, the authenticity of all documents submitted to us as originals, and the conformity to the originals or certified
copies of all documents submitted to us as copies thereof. In providing this opinion letter, we have further relied as to certain matters
on information obtained from public officials and officers of the Company. For purposes of the opinions set forth below, we have assumed
that, before the Note Shares and Conversion Shares are issued, the Company will not issue shares of common stock or reduce the total
number of shares of common stock that the Company is authorized to issue under its then-effective articles of incorporation such that
the number of unissued shares of common stock authorized under the articles of incorporation is less than the aggregate number of Note
Shares and Conversion Shares.
On
the basis of the foregoing, and in reliance thereon, we are of the opinion that:
| 1. | The
Note Shares, when and if issued upon conversion of the Note in accordance with the terms
of the Note, will be validly issued, fully paid and non-assessable. |
| 2. | The
Conversion Shares, when and if issued upon conversion of the Preferred Shares in accordance
with the terms of the Preferred Shares, will be validly issued, fully paid and non-assessable. |
Our
opinions expressed above are limited to the Florida Business Corporation Act, as currently in effect, and we express no opinion as to
the effect on the matters covered by this letter of the laws of any other jurisdiction. We express no opinion as to (a) any provision
for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent
such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration,
remedies or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where
such payment is contrary to law or public policy, (e) the creation, validity, attachment, perfection or priority of any lien or security
interest, (f) advance waivers of claims, defenses, rights granted by law or notice, opportunity for hearing, evidentiary requirements,
statutes of limitation, trial by jury or at law or other procedural rights, (g) waivers of broadly or vaguely stated rights, (h) provisions
for exclusivity, election or cumulation of rights or remedies, (i) provisions authorizing or validating conclusive or discretionary determinations,
(j) grants of setoff rights, (k) proxies, powers and trusts, (l) provisions prohibiting, restricting or requiring consent to assignment
or transfer of any right or property and (m) the severability, if invalid, of provisions to the foregoing effect. Our opinions set forth
above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application
affecting the rights and remedies of creditors and to general principles of equity.
This
opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as
to any other matters relating to the Company, the Selling Holder Shares, the Registration Statement or the Prospectus.
We
hereby consent to being named in the Registration Statement and in the Prospectus under the caption “Legal Matters” and to
the use of this opinion for filing with said Registration Statement as Exhibit 5.1 thereto. In giving this consent, we do not hereby
admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Commission promulgated thereunder.
Very
truly yours,
/s/
Thompson Hine LLP
Thompson
Hine LLP
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of SKYX Platforms Corp. of our report dated
April 1, 2024, which includes an explanatory paragraph as to the company’s ability to continue as a going concern, relating to
our audit of the financial statements of SKYX Platforms Corp. as of December 31, 2023 and 2022, and for the periods then ended, included
in SKYX Platforms Corp.’s Annual Report on Form 10-K for the year ended December 31, 2023, and the reference to our firm under
the caption “Experts” in the Registration Statement.
/s/
M&K CPAS, PLLC
www.mkacpas.com
Houston,
Texas
November
1, 2024
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-3
(Form
Type)
SKYX
Platforms Corp.
(Exact
Name of Registrant as Specified in its Charter)
Table
1 – Newly Registered Securities
| | |
Security
Type | |
Security
Class Title | |
Fee
Calculation Rule | |
Amount
Registered | | |
Proposed
Maximum Offering Price Per Unit | | |
Maximum
Aggregate Offering Price | | |
Fee
Rate | | |
Amount
of Registration Fee | |
| Fees
to be Paid | |
Equity | |
Common Stock,
no par value per share | |
Other(2) | |
| 10,101,256 | (1) | |
$ | 1.41 | (2) | |
$ | 14,242,771 | | |
$ | 153.10
per $1,000,000 | | |
$ | 2,180.57 | |
| | |
Total
Offering Amounts | |
$ | 14,242,771 | | |
| | | |
$ | 2,180.57 | |
| | |
Total
Fees Previously Paid | | |
| | | |
| | | |
| — | |
| | |
Total
Fee Offsets | | |
| | | |
| | | |
| — | |
| | |
Net
Fee Due | | |
| | | |
| | | |
$ | 2,180.57 | |
| (1) | Represents
the common shares, no par value per share (“common stock”), of SKYX Platforms
Corp. (the “Company”) to be offered for resale by the selling securityholders
named in this Registration Statement. Consists of (i) up to 934,580 shares of common stock
that may be issued upon conversion of $1,000,000 aggregate principal amount of an outstanding
convertible promissory note, dated April 11, 2024, which is convertible into shares of common
stock at a conversion price of $1.07 per share, (ii) up to 4,166,667 shares of common stock
that may be issued upon conversion of 200,000 outstanding shares of Series A Preferred Stock,
no par value per share, which have an original issue price of $25.00 per share and are convertible
into shares of common stock at a minimum conversion price of $1.20 per share of common stock,
and (iii) up to 5,000,009 shares of common stock that may be issued upon conversion of 240,000
outstanding shares of Series A-1 Preferred Stock, no par value per share, which have an original
issue price of $25.00 per share and are convertible into shares of common stock at a minimum
conversion price of $1.20 per share of common stock. |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers
(i) such additional number of shares of common stock issuable upon stock splits, stock dividends, reclassifications, recapitalizations,
combinations or similar events or (ii) such reduced number of shares of common stock in respect of any reverse stock splits, stock dividends,
reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of common stock being registered
pursuant to this Registration Statement.
| (2) | Estimated
solely for the purpose of calculating the registration fee pursuant to Securities Act Rule
457(c) and calculated based upon the average of the high and low prices of the Company’s
common stock on The Nasdaq Stock Market LLC on October 29, 2024, which date is within five
business days prior to the filing of this Registration Statement. |
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