Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-282955
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 November 8, 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
_______________________
November
8, 2024
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