8-K
SKYX Platforms Corp. (SKYX)
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
Dateof Report (Date of earliest event reported): May 12, 2023
SKYX
PLATFORMS CORP.
(Exact name of Registrant as Specified in its Charter)
| Florida | 001-41276 | 46-3645414 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
2855W. McNab Road
PompanoBeach, Florida 33069
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (855) 759-7584
NotApplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> symbol(s) | Name<br> 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 May 12, 2023, SKYX Platforms Corp. (d/b/a Sky Technologies) (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 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 May 12, 2023. |
| 104 | Cover<br> 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:<br> May 12, 2023 | By: | /s/ John P. Campi |
| Name: | John<br> P. Campi | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
SKYXReports First Quarter 2023 Financial Results
MIAMI,FL - May 12, 2023- 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 with a mission to make homes and buildings become safe and smart as the new standard, today provided a corporate update in conjunction with the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.
FirstQuarter 2023 and Subsequent Operational Highlights:
| ● | SKYX’s<br> smart ceiling plug won a total of five prestigious awards from leading technology publications<br> during the 2023 Consumer Electronics Show (CES 2023), including the coveted CES Smart Home<br> Innovation Award. |
|---|---|
| ● | Successfully<br> closed the strategic acquisition of Belami e-commerce, a profitable lighting and home décor<br> eCommerce conglomerate with 64 websites and $88 million in revenues for the year ended December<br> 31, 2022, that is expected to enhance the Company’s cash flow and serve as a marketing<br> education platform, as well as act as distribution platform to accelerate SKYX’s smart<br> plug and play ceiling products’ time to market and enhance distribution to both professional<br> and retail segments. The transaction was primarily funded using Company’s stock, while<br> the cash portion for the closing was fully funded by two major SKYX investors. |
| ● | Acquired<br> Bailey Street Home, which had $5 million in revenues for the year ended December 31, 2022,<br> a profitable, strategic e-commerce private label lighting website that is expected to serve<br> as an additional marketing and growth platform for SKYX and provide additional distribution<br> to both professional and retail channels. |
| ● | Appointed<br> Al Weiss, former President of Worldwide Operations at Walt Disney Parks and Resorts, as a<br> Senior Business Development Advisor to assist the company with strategic business introductions,<br> partnerships, and engagements in the U.S. and globally. |
| ● | Showcased<br> the Company’s award-winning, revolutionary SkyPlug Smart product at the National Association<br> of Home Builders (NAHB) International Builder’s Show in Las Vegas. |
| ● | Cash,<br> cash equivalents, restricted cash, investments available for sale and restricted investments<br> available for sale totaled $23.1 million as of March 31, 2023, as compared to $16.8 million<br> as of December 31, 2022. |
| ● | Cash<br> used in operations in the first quarter of 2023 totaled $4.1 million, as compared to $3.4<br> million in the first quarter of 2022. |
| ● | Net<br> cash operating loss in the first quarter of 2023 amounted to $5 million, including $0.5 million<br> of depreciation expense, non-recurring transaction costs of $0.4 million, plus an additional<br> $3.0 million of stock-based compensation expense, totaling a net loss of $8.0 million as<br> compared to a net loss of $11.9 million in the first quarter of 2022. |
The full text of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, will be filed with the SEC.
AboutSKYX 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://SKYXPlatforms.com or follow us on LinkedIn.
CautionaryStatement Concerning 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. 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, 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, including, with respect the Belami acquisition, the diversion of management’s attention from the Company’s ongoing business operations, risks that the acquisition disrupts current plans and operations of the Company or Belami and potential difficulties in Company or Belami employee retention as a result of the acquisition, and the ability to implement business plans, forecasts and other expectations after the closing, realize the intended benefits of the acquisition, and identify and realize additional opportunities following the acquisition, 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. Investors should not rely on the financial information regarding Belami or Bailey Street Home, including the revenue numbers for 2022, or any pro formas filed by the Company, as indicative of any future performance. Future performance could differ in material ways. Investors should expect quarter-to-quarter and year-to-year fluctuations. 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.
MediaRelations Contacts:
Britney Ouzts/Barbara Goldberg
O’Connell&Goldberg,Inc.
(754)204-7074/(954)294-4677
bouzts@oandgpr.com / bgoldberg@oandgpr.com
InvestorRelations Contact:
Lucas A. Zimmerman
MZ North America
(949) 259-4987
SKYX@mzgroup.us
SKYXPLATFORMS CORP.
ConsolidatedBalance Sheets
| (Audited)<br> December 31, 2022 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 14,521,818 | $ | 6,720,543 | ||
| Investments, available-for-sale | 3,862,744 | 7,373,956 | |||
| Inventory | 2,102,320 | 1,923,540 | |||
| Prepaid expenses and other assets | 132,234 | 311,618 | |||
| Total current assets | 20,619,116 | 16,329,657 | |||
| Other assets: | |||||
| Furniture and equipment, net | 193,856 | 215,998 | |||
| Restricted cash | 1,000,000 | 2,741,054 | |||
| Restricted investments, available-for-sale | 3,704,738 | - | |||
| Right of use assets, net | 22,584,674 | 23,045,293 | |||
| Intangible assets, definite life, net | 682,054 | 662,802 | |||
| Other assets | 407,191 | 182,306 | |||
| Total other assets | 28,572,513 | 26,847,453 | |||
| Total Assets | 49,191,629 | $ | 43,177,110 | ||
| Liabilities and Stockholders’ Equity (Deficit) | |||||
| Current liabilities: | |||||
| Accounts payable and accrued expenses | 2,084,450 | $ | 1,949,823 | ||
| Notes payable, current | 401,682 | 405,931 | |||
| Operating lease liabilities, current | 1,631,694 | 1,130,624 | |||
| Royalty obligation | 2,638,000 | 2,638,000 | |||
| Convertible notes, current-related parties | 950,000 | 950,000 | |||
| Convertible notes, current | 350,000 | 350,000 | |||
| Total current liabilities | 8,055,826 | 7,424,378 | |||
| Long term liabilities: | |||||
| Notes payable | 5,133,916 | 4,867,004 | |||
| Operating lease liabilities | 22,330,469 | 22,758,496 | |||
| Convertible notes, net | 4,923,281 | - | |||
| Total long-term liabilities | 32,387,666 | 27,625,500 | |||
| Total liabilities | 40,443,492 | 35,049,878 | |||
| Commitments and Contingent Liabilities: | |||||
| Redeemable preferred stock - subject to redemption: 0 par value; 20,000,000 shares authorized; 880,400 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 220,099 | 220,099 | |||
| Stockholders’ Equity (Deficit): | |||||
| Common stock and additional paid-in-capital: 0 par value, 500,000,000 shares authorized; and 83,189,729 and 82,907,541shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 122,573,318 | 114,039,638 | |||
| Accumulated deficit | (114,040,627 | ) | (106,070,358 | ) | |
| Accumulated other comprehensive loss | (4,653 | ) | (62,147 | ) | |
| Total stockholders’ equity (deficit) | 8,528,038 | 7,907,133 | |||
| Non-controlling interest | — | - | |||
| Total equity (deficit) | 8,528,038 | 7,907,133 | |||
| Total Liabilities and Stockholders’ Equity (Deficit) | 49,191,629 | $ | 43,177,110 |
All values are in US Dollars.
SKYXPlatforms Corp.
ConsolidatedStatements of Operations and Comprehensive Loss
(Unaudited)
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Revenue | $ | 10,025 | $ | 6,971 | ||
| Cost of revenues | (1,468 | ) | (5,640 | ) | ||
| Gross income | 8,557 | 1,331 | ||||
| Selling, general and administrative expenses | (7,248,205 | ) | (11,947,440 | ) | ||
| Loss from operations | (7,239,648 | ) | (11,946,109 | ) | ||
| Other income / (expense) | ||||||
| Interest expense, net | (730,621 | ) | (90,505 | ) | ||
| Other income, loan forgiveness | — | 178,250 | ||||
| Total other income (expense), net | (730,621 | ) | 87,745 | |||
| Net loss | (7,970,269 | ) | (11,858,364 | ) | ||
| Common stock issued pursuant to antidilutive provisions | — | (4,691,022 | ) | |||
| Preferred dividends | — | (21,232 | ) | |||
| Non-controlling interest | (35,442 | ) | ||||
| Net loss attributed to common shareholders | $ | (7,970,269 | ) | $ | (16,606,060 | ) |
| Unrealized gain on debt securities | 57,494 | — | ||||
| Net Comprehensive loss attributed to common stockholders | $ | (7,912,775 | ) | $ | (16,606,060 | ) |
| Net loss per share - basic and diluted | $ | (0.10 | ) | $ | (0.23 | ) |
| Weighted average number of common shares outstanding during the period – basic and diluted | 82,965,182 | 72,818,108 |
SKYXPlatforms Corp.
ConsolidatedStatements of Cash Flows
(Unaudited)
| For the three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (7,970,269 | ) | $ | (11,858,364 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 497,373 | 21,900 | ||||
| (Other income), loan forgiveness | — | (178,250 | ) | |||
| Amortization of debt discount | 143,257 | — | ||||
| Non-cash equity-based compensation expense | 2,963,702 | 8,767,894 | ||||
| Change in operating assets and liabilities: | ||||||
| Inventory | (178,780 | ) | — | |||
| Prepaid expenses and other assets | (45,501 | ) | (1,395,366 | ) | ||
| Operating lease liabilities | (171,963 | ) | — | |||
| Accretion operating lease liabilities | 245,009 | — | ||||
| Royalty obligation | — | (300,000 | ) | |||
| Accounts payable and accrued expenses | 398,183 | 1,583,700 | ||||
| Net cash used in operating activities | (4,118,988 | ) | (3,358,486 | ) | ||
| Cash flows from investing activities: | ||||||
| Investments, available-for-sale | (136,033 | ) | — | |||
| Purchase of property and equipment | (306 | ) | (191,034 | ) | ||
| Payment of patent costs | (33,559 | ) | (48,544 | ) | ||
| Net cash used in investing activities | (169,898 | ) | (239,578 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from common stock issuance | — | 23,100,000 | ||||
| Placement cost | — | (2,548,000 | ) | |||
| Proceeds from exercise of options | — | 210,000 | ||||
| Proceeds from issuance of convertible notes | 10,350,000 | — | ||||
| Dividends paid | — | (21,232 | ) | |||
| Principal repayments of notes payable | (893 | ) | (839 | ) | ||
| Net cash provided by financing activities | 10,349,107 | 20,739,929 | ||||
| Increase in cash, cash equivalents and restricted cash | 6,060,221 | 17,141,865 | ||||
| Cash, cash equivalents, and restricted cash at beginning of period | 9,461,597 | 10,426,249 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 15,521,818 | $ | 27,568,114 | ||
| Supplementary disclosure of non-cash financing activities: | ||||||
| Preferred stock conversion to common | $ | — | $ | 2,494,134 | ||
| Common stock issued pursuant to antidilutive provisions | — | 4,691,022 | ||||
| Debt discount | 5,569,978 | — | ||||
| Cash paid during the period for: | ||||||
| Interest | $ | 711,648 | $ | 90,630 |