UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 31, 2025, a member of the Company’s Board of Directors converted $835,900, representing the full principal balance plus accrued and unpaid interest from 2020, under his Subordinated Convertible Balloon Promissory Note issued by SKYX Platforms Corp. (the “Company”) on November 3, 2020 (the “Note”) into shares of the Company’s common stock.
On December 30, 2025, the Company and the holder entered into an amendment to the Note (the “Note Amendment”), extending the maturity date to May 1, 2027, increasing the interest rate to ten percent (10%) per year, and adjusting the conversion price to $2.20 per share. The Note Amendment is effective as of the original maturity date of the Note. No other terms of the Note were changed.
The foregoing summary of the Note Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Note Amendment, 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 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth under Item 1.01 of this Current Report are incorporated by reference in this Item 3.02. The issuance of the Note and the shares of common stock upon conversion of the Note was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by the Company not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | Amendment No. 1 to Subordinated Convertible Balloon Promissory Note, dated December 30, 2025. | |
| 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: January 2, 2026 | By: | /s/ Leonard J. Sokolow |
| Name: | Leonard J. Sokolow | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 1 TO
SUBORDINATED CONVERTIBLE BALLOON PROMISSORY NOTE
THIS AMENDMENT NO. 1 TO SUBORDINATED CONVERTIBLE BALLOON PROMISSORY NOTE (this “Amendment”) is made as of December 30, 2025 by and between SKYX Platforms Corp., a Florida corporation (collectively with its subsidiaries and affiliates the “Company”), and Shiff Group Investments Ltd. (the “Holder”).
WHEREAS, the Company issued to the Holder a Subordinated Convertible Balloon Promissory Note dated November 3, 2020 (the “Note”); and
WHEREAS, the parties desire to amend the Note, and pursuant to Section 7 of the Note, an amendment contemplated by the parties must be contained in an instrument in writing signed by the parties.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Note.
2. Amendments to the Note.
(a) The definitions of the Maturity Date, as defined in Section 1 of the Note, is hereby amended by replacing the first sentence of Section 1 of the Note with the following:
“Unless sooner converted in accordance with Section 3, the principal on this Note is due and payable on May 1, 2027 (the “Maturity Date”).”
(b) The Interest rate in Section 2 of the Note is hereby amended by increasing the Interest rate from six percent (6%) to ten percent (10%), effective as of January 1, 2024.
(c) Section 3(a) of the Note is hereby amended by replacing it with the following:
“(a) This Note shall be convertible into shares of the Company’s common stock (“Common Stock”) in the sole and absolute discretion of the Holder prior to or on the Maturity Date and shall convert into that number of Common Stock as shall equal (i) the principal amount of the Note plus accrued and unpaid interest as of the conversion date divided by (ii) USD $2.20 per share of Common Stock.”
3. Date of Effectiveness; Limited Effect. This Amendment will be deemed effective as of the earlier of the original Maturity Date of the Note. To the extent that the Note matured prior to the date of this Amendment, the Note continued to accrue interest in accordance with Section 2 of the Note and the Holder waives any right to acceleration or default interest pursuant to Section 4 in connection with the foregoing. Except as expressly provided in this Amendment, all of the terms and provisions of the Note are and will remain in full force and effect and are hereby ratified and confirmed by the parties. Each reference in the Note to “this Note,” “the Note,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Note in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Note, will mean and be a reference to the Note as amended by this Amendment.
4. Miscellaneous. This Amendment constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment. This Amendment is governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions of such State. This Amendment may be executed in any number of counterparts and by electronic transmission or facsimile, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SUBORDINATED CONVERTIBLE BALLOON PROMISSORY NOTE
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| COMPANY: | HOLDER: | |||
| SKYX PLATFORMS CORP. | SHIFF GROUP INVESTMENTS LTD. | |||
| By: | /s/ Leonard J. Sokolow | By: | /s/ Dov Shiff | |
| Name: | Leonard J. Sokolow | Name: | Dov Shiff | |
| Title: | Chief Executive Officer | Title: | CEO | |
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
SUBORDINATED CONVERTIBLE BALLOON PROMISSORY NOTE