Form 8-K - Current report

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): August 9, 2023

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 2.02

Results of Operations and Financial Condition

On August 9, 2023, SKYX Platforms Corp. (d/b/a Sky Technologies) (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 9.01

Financial Statements and Exhibits

Exhibit Number		Description
99.1		Earnings Press Release, dated August 9, 2023.
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: August 9, 2023	By:	/s/ John P. Campi
	Name:	John P. Campi
	Title:	Chief Executive Officer

Exhibit 99.1

SKYX Reports Second Quarter 2023 Financial Results With $15 Million in Sales Reflecting a Partial Quarter Including Sales of its Safe Plug & Play Products

Sequentially Reducing Net Cash Used in Operating Activities to $2.5 Million

MIAMI, FL – August 09, 2023 – (NASDAQ: SKYX) (d/b/a “Sky Technologies”), a highly disruptive platform technology company with over 60 pending and issued patents globally with a mission to make homes and buildings become safe and smart as the new standard, today reported its financial and operational results for the second quarter ended June 30, 2023.

Second Quarter 2023 and Subsequent Operational Highlights

	●	Generated $15 million in revenue in the second quarter of 2023, reflecting a partial quarter of sales, including commencement of sales of its smart and standard plug & play products.

	●	Sequentially reducing net cash used in operating activities to $2.5 million in the quarter.

	●	Cash, cash equivalents, restricted cash, and investments available for sale totaled $23.7 million as of June 30, 2023, as compared to $16.8 million as of December 31, 2022.

	●	Appointed several strategic advisors, including:

	○	Khadija Mustafa, former Microsoft AI and global business leader, as a Senior Tech, AI and Global Business Advisor.

	○	Eric Jacobson, former President, and CEO of The American Lighting Association (ALA), as a Senior Product Standardization Advisor.

	○	Al Weiss, former President of Worldwide Operations at Walt Disney Parks, Resorts and Cruises, as a Senior Business Development Advisor.

	●	Joined the broad-market Russell 2000® and Russell 3000® Indexes at the conclusion of the 2023 Russell Indexes annual reconstitution.

	●	Successfully acquired Belami E-commerce, a profitable conglomerate with 64 websites for lighting and home décor. The acquisition was primarily funded using the Company’s stock, while the cash portion was funded by two major SKYX investors.

	●	The E-commerce acquisition is expected to enhance Company’s cash-flows, speed up time to market for SkyX ceiling safe plug & play smart and standard products, as well as expand distribution across professional and retail segments while concurrently serving as a marketing and education platform.

Safety Standardization Highlights

The Company is eligible to apply for a building safety standardization requirement with the National Electrical Code (NEC) for its ceiling outlet receptacle and is expected to file its application within the next few weeks.

Management believes that after over 12 years of its standardization process including its product specification approval voting for by ANSI / NEMA (American National Standardization Institute / National Electrical Manufacturing Association), it has met the necessary safety conditions for becoming a ceiling safety standardization requirement for homes and buildings. In the past 12 years the company’s product was voted into 10 segments in of the NEC Code Book. Voting decisions are at the discretion of the NEC voting members.

The Company’s code team is led by Mark Earley – former head of the National Electrical Code (NEC) and former Chief Electrical Engineer of the National Fire Protection Association (NFPA) – as well as Eric Jacobson, former President and CEO of The American Lighting Association (ALA).

Second Quarter 2023 Financial Results

Revenue in the second quarter of 2023 increased to $15.0 million in sales that include E-commerce sales as well as our smart and standard plug and play products, reflecting partial quarter of approximately 60 days of sales.

Gross profit in the second quarter of 2023 increased to $4.7 million, or 31.3% of revenue. Gross profit was positively impacted by a partial quarter of gross profit from the aforementioned acquisition of Belami E-commerce.

Cash, cash equivalents, restricted cash, and investments available for sale totaled $23.7 million as of June 30, 2023, as compared to $16.8 million as of December 31, 2022.

Cash used in operating activities for the three months ended June 30, 2023, totaled $2.5 million, as compared to $2.8 million in the same year-ago period.

Company’s current liabilities include a 2024 non-cash payment of $5.6 million payable in shares to the Belami shareholders as part of the acquisition consideration.

Operating expenses in the second quarter 2023 included $8.2 million in non-cash share-based payments and depreciation and amortization, $2.2 million of which were to new employees following the Belami acquisition, in addition to $5.0 million in cash for Belami SG&A and $3.7 million for SKYX SG&A totaling $17.0 million, as compared to SKYX $4.6 million (including $2.4 million of non-cash shared-based payments) in the second quarter of 2022. The increase in operating expenses were primarily driven by the acquisition of Belami, offset by the improved operating expenses of SKYX.

Net loss in the second quarter of 2023 included $8.7 million in non-cash share-based payments and depreciation and amortization, and $3.6 million in cash totaling $12.3 million, or $(0.14) per share, as compared to a loss of $4.6 million (including $2.4 million of non-cash shared-based payments), or $(0.06) per share, in the second quarter of 2022. The increase in operating expenses were primarily driven by the acquisition of Belami, offset by the improved operating expenses of SKYX.

Management Commentary

The second quarter of 2023 was highlighted by our first significant revenues that include sales and rollout of our ceiling smart and standard plug and play products that are now on 16 US and Canada leading websites. Despite being a partial quarter, it showed what we believe a promising cadence of sales with a robust gross margin profile, notably reducing the cash burn of SkyX on a sequential basis.

In addition to the acceleration of marketing, distribution channels, and sales to both professional and retail segments, the websites are expected to provide additional cash-flow to the Company, which, when combined with our existing cash, should be sufficient for at least 18 months of operations.

We are encouraged by our commercial journey’s momentum, paving the way for our standardization efforts.

The 16 leading websites that include Company’s ceiling smart and standard plug and play products are 1stoplighting.com, Lightingdesignexperts.com, Canadalightingexperts.com, Americanlightingstore.com, Homeclick.com, and Lunawarehouse.com among others. The websites include banners, videos and educational materials regarding the simplicity, cost savings, time saving and lifesaving aspects of the of the Company’s patented technologies.

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 new 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 SKYXPlatforms.com or follow us on LinkedIn.

Forward-Looking Statements

Certain statements made in this press release are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “can,” “could,” “continue,” “estimate,” “expect,” “evaluate,” “forecast,” “guidance,” “intend,” “likely,” “may,” “might,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “probable,” “project,” “seek,” “should,” “target” “view,” “will,” or “would,” or the negative thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. Such forward-looking statements include any statements regarding SKYX’s products becoming a new standard. There can be no assurance that any of the Company’s current or future products or technologies will gain market acceptance or that they will be adopted by any state, country, or municipality, within any specific timeframe or at all. 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. These statements reflect the Company’s reasonable judgment with respect to future events and are subject to risks, uncertainties and other factors, many of which have outcomes difficult to predict and may be outside our control, that could cause actual results or outcomes to differ materially from those in the forward-looking statements. Such risks and uncertainties 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 sales, the Company’s efforts and ability to drive the adoption of Sky’s Smart Platforms into homes, buildings, cruise ships and communities and adoption by hotels, builders and architects, ability to capture market share, ability to execute on any sales and licensing opportunities, ability to achieve code mandatory status for the SkyPlug, risks arising from mergers and acquisitions, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its periodic reports on Form 10-K and Form 10-Q. There is no assurance 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. Any forward-looking statement speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities laws.

Media Relations Contacts:

Britney Ouzts/Barbara Goldberg

O’Connell & Goldberg, Inc.

(754) 204-7074/ (954) 294-4677

bouzts@oandgpr.com / bgoldberg@oandgpr.com

Investor Relations Contact:

Lucas A. Zimmerman

MZ North America

(949) 259-4987

SKYX@mzgroup.us

SKYX PLATFORMS CORP.

Consolidated Balance Sheets

	(Unaudited) June 30, 2023			(Audited) December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	18,085,104		$	6,720,543
Restricted cash		2,000,000			—
Accounts receivable		2,481,208			—
Investments, available-for-sale		—			7,373,956
Inventory		4,823,708			1,923,540
Deferred cost of revenues		1,296,181
Prepaid expenses and other assets		55,514			311,618
Total current assets		28,741,715			16,329,657

Other assets:
Furniture and equipment, net		475,510			215,998
Restricted cash		3,611,054			2,741,054
Right of use assets, net		22,618,579			23,045,293
Intangible assets, definite life, net		9,024,550			662,802
Goodwill		15,483,678			—
Other assets		425,282			182,306
Total other assets		51,638,653			26,847,453

Total Assets	$	80,380,368		$	43,177,110

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable and accrued expenses	$	11,547,344		$	1,949,823
Notes payable, current		3,003,162			405,931
Operating lease liabilities, current		3,493,519			1,130,624
Royalty obligation		2,638,000			2,638,000
Consideration payable		8,836,591			950,000
Deferred revenues		1,662,815			—
Convertible notes, current		1,300,000			350,000
Total current liabilities		32,481,431			7,424,378

Long term liabilities:
Notes payable		151,511			4,867,004
Operating lease liabilities		21,562,019			22,758,496
Convertible notes, net		5,201,780			—

Total long-term liabilities		26,915,310			27,625,500

Total liabilities		59,396,741			35,049,878

Commitments and Contingent Liabilities:
Redeemable preferred stock - subject to redemption: $0 par value; 20,000,000 shares authorized; none and 880,400 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		—			220,099

Stockholders’ Equity:
Common stock and additional paid-in-capital: $0 par value, 500,000,000 shares authorized; and 90,660,148 and 82,907,541shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		147,282,469			114,039,638
Accumulated deficit		(126,298,842	)		(106,070,358	)
Accumulated other comprehensive loss		—			(62,147	)
Total stockholders’ equity		20,983,627			7,907,133
Non-controlling interest		—			—
Total equity		20,983,627			7,907,133

Total Liabilities and Stockholders’ Equity	$	80,380,368		$	43,177,110

SKYX Platforms Corp.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Revenue	$	14,984,055		$	7,389			14,994,080			14,360
Cost of revenues		(10,288,643	)		(6,122	)		(10,290,111	)		(11,762	)
Gross income		4,695,412			1,267			4,703,969			2,598
Selling, general and administrative expenses		16,946,752			4,565,087			24,194,957			16,512,528
Loss from operations		(12,251,340	)		(4,563,820	)		(19,490,988	)		(16,509,930	)
Other income / (expense)
Interest expense, net		(1,218,732	)		(81,918	)		(1,939,353	)		(172,421	)
Gain on extinguishment of debt		1,201,857			—			1,201,857			178,250

Total other income (expense), net		(16,875	)		(81,918	)		(737,496	)		5,829
Net loss		(12,268,215	)		(4,645,738	)		(20,228,484	)		(16,504,101	)
Common stock issued pursuant to antidilutive provisions		—			—			—			4,691,022
Preferred dividends		—			6,644			—			27,876
Non-controlling interest		—			—			—			—
Net loss attributed to common shareholders	$	(12,268,215	)	$	(4,652,382	)		(20,228,484	)		(21,222,999	)
Other comprehensive loss:		4,653			—			62,147			—
Net Comprehensive loss attributed to common stockholders	$	(12,263,562	)	$	(4,652,382	)		(20,166,337	)		(21,222,999	)

Net loss per share - basic and diluted	$	(0.14	)	$	(0.06	)		(0.24	)		(0.22	)

Weighted average number of common shares outstanding during the period – basic and diluted		86,621,015			80,575,955			84,843,914			76,718,462

SKYX Platforms Corp.

Consolidated Statements of Cash Flows

(Unaudited)

	For the six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(20,228,484	)	$	(16,504,101	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,031,732			46,988
Gain on forgiveness of debt		(1,201,857	)		(178,250	)
Amortization of debt discount		520,349			—
Share-based payments		10,638,534			11,194,200
Change in operating assets and liabilities:
Inventory		(1,114,063	)		(334,543	)
Accounts receivable		40,551			—
Prepaid expenses and other assets		449,358			(979,607	)
Deferred charges		186,900			—
Deferred revenues		(266,218	)		—
Operating lease liabilities		(199,417	)		—
Accretion operating lease liabilities		798,229			—
Other assets		—			(117,234	)
Royalty obligation		—			(600,000	)
Accounts payable and accrued expenses		2,702,703			1,269,243
Net cash used in operating activities		(6,644,075	)		(6,203,304	)
Cash flows from investing activities:
Purchase of debt securities		(136,033	)		—
Proceeds from disposition of debt securities		7,572,136			—
Acquisition, net of cash acquired		(4,206,200	)		—
Purchase of property and equipment		—			(262,748	)
Payment of patent costs and other intangibles		—			(82,608	)
Net cash provided by (used in) investing activities		3,229,903			(345,356	)
Cash flows from financing activities:
Proceeds from issuance of common stock- offerings		7,826,045			23,100,000
Placement costs		(379,772	)		(2,556,000	)
Proceeds from exercise of options and warrants		—			290,625
Proceeds from line of credit		2,000,000			—
Proceeds from issuance of convertible notes		10,350,000			—
Dividends paid		—			(27,876	)
Principal repayments of notes payable		(2,147,900	)		(1,664	)
Net cash provided by financing activities		17,648,373			20,805,085
Increase in cash, cash equivalents and restricted cash		14,234,201			14,256,425
Cash, cash equivalents, and restricted cash at beginning of period		9,461,957			10,426,249
Cash, cash equivalents and restricted cash at end of period	$	23,696,158		$	24,682,674
Supplementary disclosure of non-cash financing activities:
Preferred stock conversion to common	$	220,099		$	2,844,134
Business acquisition:
Assets acquired excluding identifiable intangible assets and goodwill and cash		7,090,094			—
Liabilities assumed and consideration payable		19,439,856			—
Identifiable intangible assets and goodwill, net of cash outlay		19,677,478			—
Fair value of shares issued pursuant to acquisition		7,327,716			—
Debt discount		5,569,978			—
Fair value of shares issued pursuant to antidilutive provisions		—			4,691,022
Fair value of shares issued pursuant to extinguishment of debt		2,040,231			—
Cash paid during the period for:
Interest	$	437,995		$	281,141

The accompanying notes are an integral part of the unaudited consolidated financial statements.

Cover	Aug. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2023
Entity File Number	001-41276
Entity Registrant Name	SKYX PLATFORMS CORP.
Entity Central Index Key	0001598981
Entity Tax Identification Number	46-3645414
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2855 W. McNab Road
Entity Address, City or Town	Pompano Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33069
City Area Code	(855)
Local Phone Number	759-7584
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	SKYX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false