UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2022
SKYX PLATFORMS CORP.
(Exact name of Registrant as Specified in its Charter)
Florida | 001-41276 | 46-3645414 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2855 W. McNab Road
Pompano Beach, Florida 33069
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (855) 759-7584
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock, no par value per share | SKYX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
On November 9, 2022 (the “Effective Date”), SKYX Platforms Corp. (d/b/a Sky Technologies) (the “Company”) entered into a corporate advisory engagement agreement (the “Agreement”) with Newbridge Securities Corporation (“Newbridge”), pursuant to which Newbridge agreed to provide financial and general corporate advisory services to the Company in connection with certain investment banking matters, such as assisting with investor presentations and investor conferences, providing advice related to capital structures, capital market opportunities and asset allocation or exit strategies, and assisting with the preparation of a due diligence package for use in potential merger and acquisition, joint venture and capital raising transactions. The Agreement has a 24-month term and may be terminated by either party, at any time, upon 15 days’ prior written notice. Leonard J. Sokolow, a member of the Company’s Board of Directors, is the Chief Executive Officer and President of Newbridge Financial, Inc. and Chairman of Newbridge, its broker dealer subsidiary.
Pursuant to the Agreement, the Company agreed to issue to affiliates of Newbridge an aggregate of 200,000 restricted shares of the Company’s common stock, no par value per share (“Common Stock”), which will vest on the following schedule: 50,000 shares of Common Stock on the Effective Date and 50,000 shares on each of the six-, 12- and 18-month anniversaries of the Effective Date. Mr. Sokolow will receive 40,333 of the restricted shares. In the event the Agreement is terminated prior to its expiration, any shares that have not vested as of such date will be forfeited. The Common Stock will be subject to a six-month lock up restriction from the date the shares vest.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 2.02 | Results of Operations and Financial Condition |
On November 10, 2022, the Company issued a press release announcing its financial results for the three and nine months ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.
Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of Common Stock was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and Rule 506 promulgated thereunder, as a transaction by the Company not involving a public offering.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description | |
10.1 | Corporate Advisory Engagement Agreement, dated November 9, 2022, between SKYX Platforms Corp. and Newbridge Securities Corporation. | |
99.1 | Earnings Press Release, dated November 10, 2022. | |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SKYX PLATFORMS CORP. | ||
Date: November 10, 2022 | By: | /s/ John P. Campi |
Name: | John P. Campi | |
Title: | Chief Executive Officer |
Exhibit 10.1
CORPORATE ADVISORY ENGAGEMENT AGREEMENT
November 9, 2022
SKYX Platforms Corp.
John Campi | Chief Executive Officer
2855 West McNab Road, Pompano Beach, FL 33069
Dear Mr. Campi:
Newbridge Securities Corporation (“Newbridge”) is pleased to provide financial and corporate advisory services to SKYX Platforms Corp., a Florida corporation, (the “Company) on the terms and conditions in this letter agreement (the “Agreement”).
1. | Engagement; Nature of Services. |
Newbridge will act as the Company’s non-exclusive financial advisor with respect to the matters listed below and may perform such services as the parties deem reasonably necessary.
Corporate Advisory Services. Newbridge shall provide the Company with financial and general corporate advisory services (the “Services”) in connection with investment banking matters such as:
i) | Introduction to pertinent equity research professionals; | |
ii) | Arranging for, and otherwise assisting in, “non-deal road shows” for the corporate presentation focused on meetings and/or communicating with U.S. institutional and U.S. retail investor groups; | |
iii) | Assist in getting the Company to attend investor conferences; | |
iv) | Assist with outside corporate communications and investor relations professionals; | |
v) | Rendering of advice related to capital structures, U.S. capital market opportunities, asset allocation or exit strategies; | |
vi) | Assisting in the preparation of a comprehensive due diligence package that can be used for potential M&A, Joint-Venture or Capital Raise transactions; | |
vii) | Assist in the drafting of press releases; and | |
viii) | Make ourselves available for board meetings. |
Newbridge shall not be required to undertake duties not reasonably within the scope of the Services contemplated by this Agreement or to spend any minimum amount of time in providing such Services. Newbridge does not provide tax, accounting or legal advice. Any capital raises (private placements, registered directs, and registered public offerings) shall be subject to a separate agreement and are expressly not addressed by this Agreement.
2. | Term; Termination of Engagement. |
The term of this engagement shall be for twenty-four (24) months from the date this Agreement is executed by both parties (the “Start Date”). Nevertheless, Newbridge’s engagement may be terminated by either the Company or Newbridge at any time upon 15 days’ written notice to that effect to the other party.
The provisions of this Section 2 and of Sections 5, 6, 7, 14 and 15 of this Agreement shall survive termination.
1200 N Federal Highway, Suite 400, Boca Raton, FL 33432 | Telephone: 561.395.1220 Fax: 561.229.1531
Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor www.newbridgesecurities.com
3. | Information. |
The Company will furnish to Newbridge such information as Newbridge reasonably requests in connection with performing the Services. In performing the Services, Newbridge will use and rely upon the information furnished by the Company as well as publicly available information regarding the Company. Accordingly, Newbridge shall be entitled to assume and rely upon the accuracy and completeness of all such information and is not required to independently verify any information, whether publicly available or otherwise furnished to it, including any financial information, forecasts or projections. For any financial forecasts and projections made available to Newbridge, Newbridge may assume that the forecasts and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company.
4. | Fees. |
For the Services to be rendered by Newbridge, the Company shall pay to Newbridge the following Fees, as set forth below.
The Company shall pay Newbridge a fee (the “Corporate Advisory Fee”) consisting of unregistered restricted shares of the Company’s common stock, vesting in the amounts and on the dates as more specifically set forth on Exhibit A of this Agreement.
All Corporate Advisory Fee shares, and any other equity compensation received pursuant to this Agreement, shall be subject to a lock-up restriction providing that such shares may not be sold until a holding period of at least six (6) months from the date such shares vest. Notwithstanding the foregoing, any transactions involving such shares shall be subject to the Company’s Insider Trading Policy and federal and state securities rules and regulations.
At Newbridge’s option and upon Newbridge’s prior written instructions to the Company, the Company shall issue all or a portion of the Fee Shares from the Corporate Advisory Fee due to Newbridge under this Agreement directly to specified Newbridge affiliates, employees, or any other third-party assignee pursuant to applicable rules and regulations who were identified by Newbridge in writing prior to entering into this Agreement.
5. | Expenses: |
Newbridge will pre-approve with the Company in writing or via email confirmation any expenses related to this engagement (including travel expenses, legal fees and other miscellaneous, etc.) incurred in connection with this Corporate Advisory assignment or otherwise arising out of this Agreement. Once approved, the Company shall reimburse Newbridge for all expenses due to it within 10 days of written receipt.
6. | Scope of Liability. |
Neither party shall be liable to the other party, or to any other person claiming through such party, for any claim, loss, damage, liability, or expense suffered by the such party or any such other person arising out of or related to Newbridge’s engagement except for any claim, loss, damage, liability or expense that has been finally judicially determined to arise solely, out of a party’s bad faith, willful misconduct or gross negligence or a breach of Section 14.
7. | Indemnification. |
Each party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party, its affiliates, and any of its and their respective officers, directors, employees, successors and assigns (the “Indemnified Party”), from and against all third party losses, damages or expenses of whatever form or nature, including attorneys’ fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of the Indemnifying Party’s performance of this Agreement. The Indemnified Party agrees to promptly notify the Indemnifying Party of any such claims, to cooperate with the Indemnifying Party in the defense of any such claims as reasonably requested by the Indemnifying Party and at the Indemnifying Party’s cost, and to allow the Indemnifying Party to control the defense and settlement of the proceeding, provided, however, that the Indemnified Party’s failure to give such prompt notice shall not release the Indemnifying Party from its obligations hereunder, except to the extent, if any, that the Indemnifying Party is actually prejudiced thereby. The Indemnified Party may observe the proceeding and confer with the Indemnifying Party at its own expense. Notwithstanding the foregoing, the Indemnifying Party may not settle any pending or threatened claim against the Indemnified Party, make any acknowledgment on behalf of or impose any obligations on the Indemnified Party, in each case without the Indemnified Party’s prior written consent, such consent not to be unreasonably withheld or delayed.
1200 N Federal Highway, Suite 400, Boca Raton, FL 33432 | Telephone: 561.395.1220 Fax: 561.229.1531
Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor www.newbridgesecurities.com
8. | Representations and Warranties; Covenants. |
a) | The Company represents and warrants to Newbridge that all information provided by the Company will be accurate and complete in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. | |
b) | The parties each represent and warrant to the other that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the party pursuant to, any contract, indenture, mortgage, loan agreement, note lease or other instruments to which the party is bound, or to which any property or assets of the party are subject. |
9. | Reliance on Others. |
The Company confirms that it will rely on its own counsel and accountants for legal, tax and accounting advice.
10. | No Rights in Shareholders, etc. |
Newbridge has been engaged only by the Company, and this engagement is not deemed to be on behalf of and is not intended to confer rights upon any shareholder, partner or other owner of the Company or any other person not a party to this Agreement as against Newbridge. Unless otherwise expressly agreed, no one other than the Company is authorized to rely upon this engagement of Newbridge or to rely upon any statements, advice, opinions or conduct by Newbridge.
11. | Independent Contractor; No Fiduciary Duty; Non-Exclusive Services. |
Newbridge’s role is that of an independent contractor and nothing in this Agreement is intended to create or shall be construed as creating a fiduciary relationship between the Company and Newbridge. Newbridge and its affiliates provide financial advisory services, investment banking services, and consulting advice to others. Nothing in this Agreement shall limit or restrict Newbridge in providing services to others, except as such services may relate to matters concerning the Company’s business and properties.
12. | Advertising. |
Newbridge may, with the Company’s written permission, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic versions) describing its services to the Company and (b) use the Company’s corporate logo in such advertising or related promotional materials (including electronic versions) concerning Newbridge’s services to the Company. If requested by Newbridge and to the extent not prohibited by applicable law or regulation, the Company may, in its reasonable discretion, include a mutually acceptable reference to Newbridge in any press release or other public announcement made by the Company regarding a Corporate Advisory assignment.
13. | Governing Law; Jurisdiction. |
This Agreement shall be governed by and construed in all respects under the laws of the State of Florida, without reference to its conflict of laws provisions. Any right to trial by jury for any claim, action, proceeding or litigation arising out of this Agreement or any of the matters contemplated in this Agreement is waived by the Company and Newbridge. The parties hereby irrevocably and unconditionally: submit to the jurisdiction of the federal and state courts located in Palm Beach County Florida, for any dispute related to this Agreement or any of the matters contemplated hereby; consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable law; and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient forum.
1200 N Federal Highway, Suite 400, Boca Raton, FL 33432 | Telephone: 561.395.1220 Fax: 561.229.1531
Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor www.newbridgesecurities.com
14. | Confidentiality. |
“Confidential Information” means all information and know-how, regardless of whether in writing, relating to the business, technical, financial or other affairs of the Company or its representatives, customers, potential customers, suppliers or potential suppliers that the Company delivers or otherwise makes available to Newbridge or that has or may come into the possession of Newbridge, including, without limitation, any invention, method, technique, project, development, plan, vendor information, customer information, equipment, trade secret, process, research, reports, financial data, technical data, computer program, software, software code, software documentation, hardware design, technology, marketing or business plan, forecast, financial statement, budget, price, cost or personnel data.
Newbridge shall keep confidential the Confidential Information and (1) shall use at least the same degree of care in safeguarding the Confidential Information as it uses for its own confidential or like information, but in no event less than a reasonable degree of care; (2) shall use such Confidential Information only for the purposes contemplated by the parties upon entering into this Agreement; (3) may not reverse engineer, disassemble, decompile, unencrypt, extract or copy the Confidential Information; (4) may not, directly or indirectly (including in the conduct of its business), use, or permit to be used, the Confidential Information to the Company’s detriment.
All Confidential Information contained in files, letters, memoranda, reports, records, data or other tangible material that Newbridge creates or that comes into its custody or possession, may be used by Newbridge only for the purposes contemplated by the parties upon entering into this Agreement. Within thirty (30) days of any written request of the Company, Newbridge shall destroy all of its copies of such Confidential Information or return the same to Company and, in either case, certify to the Company its compliance with the terms of this provision. After such destruction or return thereof, Newbridge shall not retain any copies thereof or any such tangible property.
Newbridge may release Confidential Information to its attorneys or the courts in prosecuting or defending any claim under this Agreement or pursuant to an order of a court or government agency, provided, however, that in the case of release pursuant to this section, Newbridge shall limit the release to the greatest extent reasonably possible under the circumstances and shall have provided to the Company sufficient advance notice to permit the Company to seek a protective order or other order protecting its Confidential Information from being so disclosed.
The parties hereto acknowledge that the remedies at law for breach of this Section will be inadequate, and that the Company shall be entitled to injunctive relief for violation thereof.
15. | Work for Hire. |
Any material and information created by Newbridge in the course of, or as a result of, Newbridge’s engagement by the Company that is fixed in a tangible medium of expression, including, but not limited to, notes, drawings, memoranda, correspondence, documents and work papers, regardless of the medium in which it is fixed (each, a “Work”) will be and remain exclusively the property of the Company. Each such Work is a “work for hire” within the meaning and purview of the Copyright Act of 1976, 17 USC § 1, and the Company may file applications to register copyright as the author thereof. Newbridge shall take whatever steps and do whatever acts the Company requests, including, but not limited to, placement of the Company’s copyright notice on such Works to secure or aid in securing copyright protection and shall assist the Company or its designees in filing applications to register claims of copyright in such works. Newbridge may not reproduce, distribute, display publicly, or perform publicly, alone or in combination with any data processing or network system, any Works without the written permission from the Company.
1200 N Federal Highway, Suite 400, Boca Raton, FL 33432 | Telephone: 561.395.1220 Fax: 561.229.1531
Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor www.newbridgesecurities.com
16. | Miscellaneous. |
Nothing in this Agreement is intended to obligate Newbridge to provide any services other than as set forth above. This Agreement may be executed in counterparts, in PDF and/or email, each of which shall be deemed an original, but which together shall be considered a single instrument. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings (both written and oral) of the parties with respect to the subject matter of this Agreement. This Agreement cannot be amended or otherwise modified except in writing signed by the parties. The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company and Newbridge.
Sincerely,
Newbridge Securities Corporation
By: | /s/ Chad D. Champion | |
Chad D. Champion | ||
Senior Managing Director | ||
Head of Equity Capital Markets |
Date: November 9, 2022
ACCEPTED AND AGREED:
SKYX Platforms Corp.
By: | /s/ John P. Campi | |
John P. Campi | Chief Executive Officer |
Date: November 9, 2022, 5:00 p.m. EST Newbridge shall receive the following Corporate Advisory Fee in exchange for Newbridge’s performance of the Services:
1200 N Federal Highway, Suite 400, Boca Raton, FL 33432 | Telephone: 561.395.1220 Fax: 561.229.1531
Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor www.newbridgesecurities.com
Exhibit A
Corporate Advisory Fee
Restricted Unregistered Stock Payment
Subject to approval of this Agreement by the Company’s Board of Director’s and Audit Committee, the Company shall pay to Newbridge the Corporate Advisory Fee consisting of, in the aggregate, Two Hundred Thousand (200,000) unregistered restricted shares of common stock of the Company, vesting and becoming issuable as follows:
1. | Fifty Thousand (50,000) shares of the Company’s common stock shall vest on the Grant Date (as defined below), and such shares shall be issued by the Company promptly thereafter. |
2. | Fifty Thousand (50,000) shares of the Company’s common stock shall vest on the six (6) month anniversary of the Start Date, and such shares shall be issued by the Company promptly thereafter. |
3. | Fifty Thousand (50,000) shares of the Company’s common stock shall vest on the twelve (12) month anniversary of the Start Date, and such shares shall be issued by the Company promptly thereafter. |
4. | Fifty Thousand (50,000) shares of the Company’s common stock shall vest on the eighteen (18) month anniversary of the Start Date, and such shares shall be issued by the Company promptly thereafter. |
This parties agree that this Agreement and the Corporate Advisory Fee shall not be effective until the date that this Agreement has been approved by the Company’s Board of Directors and Audit Committee (the “Grant Date”).
Any portion of a Corporate Advisory Fee that has not vested as of the date this Agreement is terminated shall be forfeited and terminated automatically.
The Corporate Advisory Fee will be valued as of the date of the Agreement, equaling greater of the “consolidated closing bid price” (as determined by Nasdaq) or the “closing price” (meaning the Nasdaq Official Closing Price, available at https://www.nasdaq.com/market-activity/quotes/historical-nocp) on such date.
1200 N Federal Highway, Suite 400, Boca Raton, FL 33432 | Telephone: 561.395.1220 Fax: 561.229.1531
Investment Advisory Services offered through Newbridge Financial Services Group, Inc. an SEC Registered Investment Advisor www.newbridgesecurities.com
Exhibit 99.1
SKYX Platforms Corp. Reports Third Quarter 2022 Financial Results
Generic Name Approval by NEC and Standardization Approval Vote by ANSI/NEMA Builds the Foundation for Future Code Mandatory Efforts
Miami, FL, November 10, 2022 – SKYX Platforms Corp. (NASDAQ:SKYX) (d/b/a “Sky Technologies”) (“SKYX,” “we” or “the Company”), a highly disruptive platform technology company with over 60 issued and pending patents globally for simplifying and enhancing safety and automation in homes and buildings, today reported the Company’s financial results for the third quarter ended September 30, 2022.
Third Quarter 2022 and Subsequent Operational Highlights:
● | Received National Electrical Code® (NEC) generic name approval for its weight-bearing safe plug & play outlet/receptacle for ceilings as WSCR (Weight-Supporting Ceiling Receptacle) for its universal ceiling outlet and WSAF (Weight-Supporting Attachment Fitting) for its ceiling plug. |
● | The specifications for the WSCR and WSAF received a historic standardization approval vote by the American National Standards Institute (ANSI), whose standards are regularly specified by most U.S. architects and engineers for residential and commercial construction, and the National Electrical Manufacturers Association (NEMA), a standards-developing organization that promotes the standardization of major US electrical products for manufacturers. |
● | Secured 10-year roof rights for signage on one of the tallest buildings in Miami, expected to be seen by millions, which we believe will generate significant SKYX brand awareness. |
● | The Company anticipates starting presales of its universal smart connected SkyPlug products, with its accompanying SkyHome App, during the fourth quarter. |
● | Cash used in operations for the nine months ended September 30, 2022, totaled $9.7 million, as compared to $2.8 million in the nine months ended September 30, 2021. |
● | Net loss, which includes stock-based compensation of $1.3 million for the quarter ended September 30, 2022, totaled $5.7 million, as compared to a net loss of $1.6 million in the quarter ended September 30, 2021. |
● | Cash, cash equivalents, restricted cash, and investments available for sale totaled $20.9 million as of September 30, 2022, as compared with $10.4 million as of December 31, 2021. |
Detailed financial results will be provided in the Company’s Form 10-Q for the third quarter of 2022.
About SKYX Platforms Corp.
As electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the standard.
SKYX Platforms Corp. (NASDAQ: SKYX) has a series of highly disruptive advanced-safe-smart platform technologies, with over 60 U.S. and global patents and patent pending applications. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and lifestyle in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in the U.S. and globally. For more information, please visit our website at https://skyplug.com or follow us on LinkedIn.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements. Management has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While they believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond management’s control. These statements involve risks and uncertainties that may cause the Company’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Our estimates of the addressable market for our products may prove to be incorrect. The projected demand for our products could materially differ from actual demand. Forward-looking statements speak only as of the date they are made and include statements relating to the Company’s ability to successfully launch, commercialize, develop additional features and achieve market acceptance of its smart products and technologies, including commencement of presales, the Company’s efforts and ability to drive the adoption of Sky’s Plug Smart Platforms into multi-family residential buildings and communities and adoption by hotels, ability to capture market share, ability to execute on any sales and licensing opportunities, ability to achieve code mandatory status for the SkyPlug, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. In particular, the NEC’s approval of the Company’s generic names for its weightbearing safe plug & play outlet/receptacle for ceilings as WSCR (Weight-Supporting Ceiling Receptacle) for its universal ceiling outlet and WSAF (Weight-Supporting Attachment Fitting) for its ceiling plug, or the American National Standards Institute’s (ANSI) and the National Electrical Manufacturers Association’s (NEMA) vote for the standardization of the Company’s weight-bearing plug and outlet/receptacle for ceilings, does not guarantee approval by the National Fire Protection Association’s (NFPA) Committee on the National Electrical Code (which consists of multiple code-making panels and a technical correlating committee and develops the National Electrical Code (NEC)) or any other trade or regulatory organization and does not guarantee that any of the Company’s products will become National Electrical Code (NEC)-code mandatory in any jurisdiction, or that any of the Company’s current or future products or technologies will be adopted by any state, country, or municipality, within any specific timeframe or at all. There can be no assurance as to any of these matters. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations Contact:
Lucas A. Zimmerman
MZ North America
(949) 259-4987
SKYX@mzgroup.us
SKYX Platforms Corp.
Consolidated Balance Sheets
(Unaudited) September 30, 2022 |
(Audited) December 31, 2021 |
|||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 10,828,656 | $ | 10,426,249 | ||||
Investments, available-for-sale | 7,332,800 | — | ||||||
Inventory | 1,468,476 | 918,651 | ||||||
Prepaid expenses and other assets | 836,382 | 41,018 | ||||||
Total current assets | 20,466,314 | 11,385,918 | ||||||
Long-term assets: | ||||||||
Furniture and equipment, net | 236,935 | 25,710 | ||||||
Patents, net | 639,924 | 540,033 | ||||||
Restricted cash | 2,741,054 | — | ||||||
Right-of-use asset | 23,511,004 | — | ||||||
Other assets | 163,533 | 2,174 | ||||||
Total long-term assets | 27,292,450 | 567,917 | ||||||
Total Assets | $ | 47,758,764 | $ | 11,953,835 | ||||
Liabilities and Stockholders’ Equity (Deficit) | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 1,926,592 | $ | 1,029,336 | ||||
Notes payable, current | 401,049 | 404,648 | ||||||
Operating lease liabilities | 412,834 | — | ||||||
Royalty obligations | 2,775,000 | 1,200,000 | ||||||
Total current liabilities | 5,515,475 | 2,633,984 | ||||||
Long term liabilities: | ||||||||
Notes payable | 5,115,417 | 5,492,572 | ||||||
Operating lease liabilities | 23,179,912 | — | ||||||
Convertible notes | 1,300,000 | 1,300,000 | ||||||
Royalty obligations | 163,000 | 2,638,000 | ||||||
Total long-term liabilities | 29,758,329 | 9,430,572 | ||||||
Total liabilities | 35,273,804 | 12,064,556 | ||||||
Commitments and Contingent Liabilities: | ||||||||
Redeemable preferred stock - subject to redemption: $0 par value; 20,000,000 shares authorized; 880,400 and 13,256,936 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 220,099 | 3,314,233 | ||||||
Stockholders’ Equity (Deficit): | ||||||||
Common stock and additional paid-in-capital: $0 par value, 500,000,000 shares authorized; and 82,556,065 and 66,295,288 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 113,565,311 | 70,880,386 | ||||||
Accumulated deficit | (101,191,633 | ) | (74,269,898 | ) | ||||
Accumulated other comprehensive (loss) | (108,817 | ) | — | |||||
Total stockholders’ equity (deficit) | 12,264,861 | (3,389,512 | ) | |||||
Non-controlling interest | — | (35,442 | ) | |||||
Total equity (deficit) | 12,264,861 | (3,424,954 | ) | |||||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | 47,758,764 | $ | 11,953,835 |
SKYX Platforms Corp.
Consolidated Statements of Operations
(Unaudited)
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Revenue | $ | 8,556 | $ | — | $ | 22,916 | 100,185 | |||||||||
Cost of revenues | (5,914 | ) | — | (17,676 | ) | (82,508 | ) | |||||||||
Gross income (loss) | 2,642 | — | 5,240 | 17,677 | ||||||||||||
Selling, general and administrative expenses | 5,609,119 | 1,428,911 | 22,121,647 | 3,258,920 | ||||||||||||
(Loss) from operations | (5,606,477 | ) | (1,428,911 | ) | (22,116,407 | ) | (3,241,243 | ) | ||||||||
Other income / (expense) | ||||||||||||||||
Interest expense, net | (52,189 | ) | (144,180 | ) | (224,610 | ) | (425,288 | ) | ||||||||
Other income, Loan forgiveness | — | 10,000 | 178,250 | 10,000 | ||||||||||||
Gain on exchange | — | — | — | 7,886 | ||||||||||||
Total other income (expense), net | (52,189 | ) | (134,180 | ) | (46,360 | ) | (407,402 | ) | ||||||||
Net loss | (5,658,666 | ) | (1,563,091 | ) | (22,162,767 | ) | (3,648,645 | ) | ||||||||
Common stock issued pursuant to antidilutive provisions | — | — | 4,691,022 | — | ||||||||||||
Preferred dividends | 4,627 | 32,552 | 32,504 | 97,655 | ||||||||||||
Net loss attributed to common shareholders | $ | (5,663,293 | ) | $ | (1,595,643 | ) | $ | (26,886,293 | ) | $ | (3,746,300 | ) | ||||
Other comprehensive (loss): | ||||||||||||||||
Unrealized losses on debt securities | (108,817 | ) | — | (108,817 | ) | — | ||||||||||
Net comprehensive loss attributed to common shareholders | $ | (5,772,110 | ) | $ | (1,595,643 | ) | $ | (26,995,110 | ) | $ | (3,746,300 | ) | ||||
Net loss per share - basic and diluted | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.28 | ) | $ | (0.06 | ) | ||||
Weighted average number of common shares outstanding – basic and diluted | 81,562,681 | 65,016,945 | 78,350,946 | 64,897,859 |
SKYX Platforms Corp.
Consolidated Statements of Cash Flows
(Unaudited)
For the Nine months ended September 30, | ||||||||
2022 | 2021 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (22,162,767 | ) | (3,648,645 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 194,698 | 63,324 | ||||||
Gain on forgiveness of debt | (178,250 | ) | (10,000 | ) | ||||
Non-cash equity-based compensation expense | 13,957,145 | 828,578 | ||||||
Change in operating assets and liabilities: | ||||||||
Inventory | (549,825 | ) | — | |||||
Prepaid expenses and other assets | (795,365 | ) | (32,166 | ) | ||||
Operating lease liabilities | (28,521 | ) | — | |||||
Other assets | (161,358 | ) | — | |||||
Royalty obligation | (900,000 | ) | (375,000 | ) | ||||
Accounts payable and accrued expenses | 897,256 | 340,816 | ||||||
Net cash used in operating activities | (9,726,987 | ) | (2,833,093 | ) | ||||
Cash flows from investing activities: | ||||||||
Investments, available-for-sale | (7,441,617 | ) | — | |||||
Purchase of property and equipment | (257,907 | ) | — | |||||
Payment of patent costs | (137,645 | ) | (151,169 | ) | ||||
Net cash used in investing activities | (7,837,169 | ) | (151,169 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from common stock issuance | 23,100,000 | 2,779,464 | ||||||
Placement cost | (2,548,000 | ) | — | |||||
Proceeds from exercise of options | 390,624 | — | ||||||
Proceeds from SBA - PPP notes payable | — | 178,235 | ||||||
Proceeds from issuance of convertible notes | — | 50,000 | ||||||
Dividends paid | (32,504 | ) | (97,655 | ) | ||||
Principal repayments of notes payable | (202,503 | ) | — | |||||
Net cash provided by financing activities | 20,707,617 | 2,910,044 | ||||||
Increase in cash and cash equivalents, and restricted cash | 3,143,461 | (74,218 | ) | |||||
Cash and cash equivalents at beginning of period | 10,426,249 | 2,308,871 | ||||||
Cash and cash equivalents, and restricted cash at end of period | $ | 13,569,710 | 2,234,653 | |||||
Supplementary disclosure of non-cash financing activities: | ||||||||
Preferred stock conversion to common | $ | 3,094,134 | 50,000 | |||||
Common stock issued pursuant to antidilutive provisions | 4,691,022 | — | ||||||
Cashless exercise of warrants | — | 74,375 | ||||||
Right-of-use assets and operating lease liabilities | 23,621,267 | — | ||||||
Cash paid during the year for: | ||||||||
Interest | $ | 303,957 | 425,323 |