SKYX SKYX Platforms Corporation

 

As filed with the Securities and Exchange Commission on July 11, 2024

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

 Under

THE SECURITIES ACT OF 1933

 

SKYX Platforms Corp.

(Exact name of registrant as specified in its charter)

 

Florida (State or other jurisdiction of incorporation or organization)

46-3645414 (I.R.S. Employer Identification No.)

 

2855 W. McNab Road

Pompano Beach, Florida 33069

(Address of principal executive offices) (Zip code)

 

 

SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan

(Full title of the plan)

 

Leonard J. Sokolow

Co-Chief Executive Officer

SKYX Platforms Corp.

2855 W. McNab Road

Pompano Beach, Florida 33069

(855) 759-7584

(Name, address 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

 

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. ☐

 

 

 

EXPLANATORY NOTE

 

SKYX Platforms Corp. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register the offering of an additional 20,000,000 shares of common stock, no par value per share (“Common Stock”), of the Registrant, which are issuable under the SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan (the “Plan”) as a result of an increase to the reserve under the Plan, as approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders held on July 10, 2024.

 

The additional shares of Common Stock issuable pursuant to the Plan are securities of the same class as other securities for which a Registration Statement on Form S-8 was filed with the Commission on February 10, 2022 (File No. 333-262613) (the “Prior Registration Statement”). Accordingly, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8, except to the extent supplemented, amended or superseded by the information set forth below.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, which have previously been filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

	●	the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on April 1, 2024;
	●	the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 14, 2024;
	●	the Registrant’s Current Reports on Form 8-K filed with the Commission on April 1, 2024, April 17, 2024, May 14, 2024, and July 10, 2024 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and
	●	the description of the Registrant’s common stock set forth in Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, together with any amendment or report filed with the Commission for the purpose of updating such description.

 

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission) subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

 

 

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-261829) filed with the Commission on December 22, 2021).
4.2		Articles of Amendment to Articles of Incorporation, including the Certificate of Designation of Rights, Preferences and Privileges of Series A Convertible Preferred Stock (effective August 12, 2016) (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-261829) filed with the Commission on December 22, 2021).
4.3		Articles of Amendment to Articles of Incorporation (effective February 7, 2022) (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 14, 2022).
4.4		Articles of Amendment to Articles of Incorporation (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 14, 2022).
4.5		Articles of Amendment to Articles of Incorporation (effective May 2, 2023) (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 5, 2023).
4.6		Second Amended and Restated Bylaws of the Registrant (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 14, 2022).
5.1		Opinion of Thompson Hine LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Thompson Hine LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page to this Registration Statement).
99.1		Amended and Restated 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024).
99.2		Form of Nonqualified Stock Option Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022).
99.3		Form of Incentive Stock Option Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022).
99.4		Form of Restricted Shares Award Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022).
99.5		Form of Restricted Share Unit Award Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022).
107		Filing Fee Table.

 

 

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-8 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 July 11, 2024.

 

	SKYX PLATFORMS CORP.
	By:	/s/ Leonard J. Sokolow
		Leonard J. Sokolow
		Co-Chief Executive Officer and Director
		(Principal Executive Officer)

 

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, and all 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 substitutes 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 by the following persons in the capacities and on the dates indicated.

 

SIGNATURE			TITLE		DATE
By:	/s/ John P. Campi		Co-Chief Executive Officer		July 11, 2024
	John P. Campi		(Principal Executive Officer)
By:	/s/ Leonard J. Sokolow		Co-Chief Executive Officer and Director		July 11, 2024
	Leonard J. Sokolow		(Principal Executive Officer)
By:	/s/ Marc-Andre Boisseau		Chief Financial Officer		July 11, 2024
	Marc-Andre Boisseau		(Principal Financial and Accounting Officer)
By:	/s/ Rani R. Kohen		Executive Chairman and Director		July 11, 2024
	Rani R. Kohen
By:	/s/ Nancy DiMattia		Director		July 11, 2024
	Nancy DiMattia
By:	/s/ Gary N. Golden		Director		July 11, 2024
	Gary N. Golden
By:	/s/ Efrat L. Greenstein Brayer		Director		July 11, 2024
	Efrat L. Greenstein Brayer

 

 

 

Exhibit 5.1

 

 

 

July 11, 2024

 

SKYX Platforms Corp.

2855 W. McNab Road

Pompano Beach, Florida 33069

 

Re:	Registration Statement on Form S-8 – SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan

 

Ladies and Gentlemen:

 

SKYX Platforms Corp., a Florida corporation (the “Company”), is filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 20,000,000 shares of common stock, no par value per share, of the Company (the “Common Shares”), issuable pursuant to the Company’s Amended and Restated 2021 Stock Incentive Plan (the “Plan”), as well as the authorized forms of stock option, restricted share, restricted share unit or other applicable award agreements under the Plan (collectively, the “Award Agreements”).

 

Item 601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-8 registration statement if the securities are original issue shares. This opinion is provided in satisfaction of that requirement as it relates to the Registration Statement.

 

In rendering this opinion, we have examined copies of (a) the Company’s Articles of Incorporation, as amended, and Second Amended and Restated Bylaws, each in the form filed as exhibits with the Commission, (b) the Plan, in the form filed as an exhibit with the Commission, and (c) such other records and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, 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.

 

As a result of the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that, under the laws of the State of Florida, when issued pursuant to and in accordance with the Plan and the applicable Award Agreements, the Common Shares that are the subject of the Registration Statement will be validly issued, fully paid, and non-assessable.

 

In rendering this opinion, we have assumed that the resolutions authorizing the Company to issue the Common Shares pursuant to the Plan and the applicable Award Agreements will be in full force and effect at all times at which the Common Shares are issued by the Company and that the Company will take no action inconsistent with such resolutions. We have further assumed that each award under the Plan has been, or will be, approved by the Board of Directors of the Company or an authorized committee of the Board of Directors in accordance with applicable law.

 

Our opinion expressed above is limited to the Business Corporation Act of the State of Florida, 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.

 

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

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-8 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.

 

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

 

July 11, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(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(1)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate		Amount of Registration Fee
Equity		Common Stock, no par value per share		Other(3)			20,000,000	(2)		$	0.94	(3)		$	18,800,000			$147.60 per $1,000,000		$	2,774.88
Total Offering Amounts														$	18,800,000					$	2,774.88
Total Fee Offsets																					—
Net Fee Due																				$	2,774.88

 

	(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also covers (i) such additional number of shares of common stock, no par value per share, of SKYX Platforms Corp. (“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)	Represents additional shares of Common Stock that were reserved for future issuance under the SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan.
	(3)	Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for purposes of calculating the registration fee and based on the average of the high and low sales price per share of Common Stock as reported on The Nasdaq Stock Market LLC on July 5, 2024, which date is within five business days prior to filing this Registration Statement.

 

 

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