SKYX Platforms Corp 10-Q for FY2026 Q2
SKYX Platforms Corp. (SKYX)
About this 10-Q
SKYX Platforms Corp filed this 10-Q on August 12, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $25.27M
- up 9.6% from $23.06M a year earlier
- Net loss
- $8.22M
- compared with a net loss of $8.83M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from to
Commission
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(Exact name of registrant as specified in its charter)
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(IRS Employer Identification No.) |
(Address, including zip code, of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of July 31, 2026, the registrant had shares of common stock, no par value per share, issued and outstanding.
SKYX PLATFORMS CORP.
Form 10-Q
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) of SKYX Platforms Corp. (the “Company,” “we,” “us,” or “our”) contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, outlook, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “aim,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties, and other factors, many of which have outcomes that are difficult to predict and may be outside our control, that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements in this Form 10-Q include, but are not limited to, statements about:
| ● | our ability to successfully launch, develop additional features and achieve market acceptance of our smart products and technologies, access and integrate our products and technologies with third-party platforms or technologies, respond to rapidly changing technology and customer demands, and compete in our industry; | |
| ● | our ability to successfully manage and grow the operations of Belami, Inc. (“Belami”) with our business; | |
| ● | our ability to expand, operate and successfully manage our operations, including managing our business transformation in connection with evolving our business strategy to focus on smart products and technologies and integrating new lines of business; | |
| ● | our ability to raise additional financing to support and continue our operations as needed; | |
| ● | our ability to comply with the terms of, and timely repay, our current debt financing; | |
| ● | our reliance on a limited number of third-party manufacturers and suppliers and our ability to successfully reduce our production costs; | |
| ● | our potential dependence upon a limited number of customers and/or on contracts awarded through competitive bidding processes; | |
| ● | any downturn in the cyclical industries in which our customers operate; | |
| ● | our ability to acquire other businesses, license rights, form alliances or dispose of operations when desired; | |
| ● | our ability to comply with regulations relating to applicable quality standards; | |
| ● | our ability to maintain, protect and enhance our intellectual property and retain rights to use intellectual property owned by third parties; | |
| ● | the potential outcome of any legal proceedings; | |
| ● | compliance with various tax laws and regulations, including income and sale taxes; | |
| ● | our ability to successfully sell and distribute our products and technologies; | |
| ● | our ability to attract and retain key executives and qualified personnel; | |
| ● | guidance provided by management, which may differ from our actual operating results; | |
| ● | our ability to successfully manage our planned development and expansion, including the additional costs of being a public company; | |
| ● | our estimated total addressable market; | |
| ● | our ability to maintain effective internal control over financial reporting and disclosure controls and procedures; | |
| ● | the potential impact of unstable market and economic conditions on our business, financial condition, and stock price, including the effects of governmental regulations, geopolitical conflicts, including the conflict in the Middle East and potentially deteriorating relationships with China, tariffs and other trade barriers or restrictions, inflation, labor shortages, supply chain constraints and shortages, including availability of affordable electronic microchips, instability in the global banking system and the possibility of an economic recession; | |
| ● | the potential impact of cybersecurity breaches or disruptions to our or our third-party vendors’ information systems, including our cloud-based infrastructure, and of related disclosures; | |
| ● | risks related to our use of artificial intelligence (“AI”) capabilities in our product offerings, including operational, data privacy, AI hallucination, regulatory, and reputational risks; | |
| ● | the potential impact of widespread outages, interruptions, or other failures of operational, communication, and other systems; | |
| ● | the potential impact of natural disasters and other catastrophic events; | |
| ● | risks related to ownership of our common stock; | |
| ● | the potential impact of anti-takeover and director and officer liability provisions in our charter documents and under Florida law; and | |
| ● | other risks and uncertainties, including those listed under the section titled “Risk Factors.” |
These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors, including unpredictable or unanticipated factors that we have not discussed in this Form 10-Q. Investors should refer to the heading “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Form 10-Q for a discussion of other important factors, many of which are outside of our control, that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. Considering the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this Form 10-Q represent our views as of the date of this Form 10-Q. We anticipate that subsequent events and developments will cause our views to change; however, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities laws. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Form 10-Q.
| 3 |
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SKYX PLATFORMS CORP.
CONSOLIDATED BALANCE SHEETS
| (Unaudited) | (Audited) | |||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Long-term assets: | ||||||||
| Property and equipment, net | ||||||||
| Restricted cash | ||||||||
| Right of use assets | ||||||||
| Intangibles, definite life | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Notes payable | ||||||||
| Operating lease liabilities | ||||||||
| Royalty obligations | ||||||||
| Deferred revenues | ||||||||
| Convertible notes related parties | ||||||||
| Convertible notes | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities | ||||||||
| Long term accounts payable | ||||||||
| Notes payable | ||||||||
| Operating lease liabilities | ||||||||
| Convertible notes | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Mezzanine equity | ||||||||
| Series A Preferred Stock-shares authorized , outstanding and | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Series A-1 Preferred Stock-shares authorized , outstanding and | ||||||||
| Series A-2 Preferred Stock-shares authorized , outstanding and | ||||||||
| Preferred Stock | ||||||||
| and additional paid-in-capital: shares authorized outstanding and | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total Liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
SKYX PLATFORMS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total expenses, net | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||||||
| Interest expense - related party | ||||||||||||||||
| Interest expense, net | ||||||||||||||||
| Total other expenses, net | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred dividends - related party | ||||||||||||||||
| Preferred dividends | ||||||||||||||||
| Net loss attributed to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 5 |
SKYX PLATFORMS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Shares of preferred stock ( Series A-1) | ||||||||||||||||
| Balance, beginning of period | ||||||||||||||||
| Preferred stock Conversion to common | ( | ) | ( | ) | ||||||||||||
| Preferred stock issued pursuant to offerings | ||||||||||||||||
| Balance, end of period | ||||||||||||||||
| Preferred stock ( Series A-1) | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Preferred stock Conversion to common | ( | ) | ( | ) | ||||||||||||
| Preferred stock issued pursuant to offerings | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Shares of preferred stock ( Series A-2) | ||||||||||||||||
| Balance, beginning of period | ||||||||||||||||
| Preferred stock Conversion to common | ||||||||||||||||
| Preferred stock issued pursuant to offerings | ||||||||||||||||
| Balance, end of period | ||||||||||||||||
| Preferred stock ( Series A-2) | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Preferred stock Conversion to common | ||||||||||||||||
| Preferred stock issued pursuant to offerings | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Shares of common stock | ||||||||||||||||
| Balance, beginning of period | ||||||||||||||||
| Common stock issued pursuant to offerings | ||||||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||||||
| Common stock issued pursuant to preferred dividends | ||||||||||||||||
| Common stock issued pursuant to conversion of notes and accrued interest | ||||||||||||||||
| Common stock issued pursuant to exercise of options and warrants | ||||||||||||||||
| Common stock issued pursuant to services | ||||||||||||||||
| Balance, end of period | ||||||||||||||||
| Common stock and paid-in capital | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Common stock issued pursuant to offerings | ||||||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||||||
| Common stock issued pursuant to preferred dividends | ||||||||||||||||
| Common stock issued pursuant to conversion of notes and accrued interest | ||||||||||||||||
| Common stock issued pursuant to exercise of options and warrants | ||||||||||||||||
| Common stock issued pursuant to services | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Accumulated Deficit | ||||||||||||||||
| Balance, beginning of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Preferred dividends | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Total Stockholders’ Equity (deficit) | $ | $ | $ | $ | ||||||||||||
| Balance | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 6 |
SKYX PLATFORMS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| (Unaudited) | (Unaudited) | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operations: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| Non-cash equity-based compensation expense | ||||||||
| Equity-based payment of interest | ||||||||
| Change in operating assets and liabilities | ||||||||
| Inventory | ( | ) | ||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Deferred revenues | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Royalty obligation | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing: | ||||||||
| Proceeds from issuance of common stock - offerings | ||||||||
| Placement cost | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Proceeds from issuance of preferred stocks | ||||||||
| Proceeds from exercise of warrants and options | ||||||||
| Principal repayments of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Change in cash and cash equivalents, and restricted cash | ||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | ||||||||
| Supplementary disclosure of non-cash financing activities: | ||||||||
| Fair value of shares to satisfy obligations under convertible notes | $ | $ | ||||||
| Preferred stock conversion to common stock | ||||||||
| Accrued dividends payable | ||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 7 |
SKYX Platforms Corp.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS
SKYX Platforms Corp., a corporation (the “Company”), was incorporated in Florida in May 2004.
The Company maintains offices in Sacramento, California, Johns Creek, Georgia, Miami and Pompano Beach, Florida, New York City, and Guangdong Province, China.
The Company has a series of advanced-safe-smart platform technologies. The Company’s first-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, the Company has expanded the capabilities of its power-plug product, to include its second generation 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. The Company’s 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.
Since April 2023, the Company also markets home lighting, ceiling fans and other home furnishings from third parties.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2025 for additional disclosures and accounting policies.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results will differ from estimates.
| 8 |
Basis of Consolidation
The consolidated financial statements include the results of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. The Company’s cash composition was as follows:
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
| June 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
Restricted Cash
SCHEDULE OF RESTRICTED CASH
| June 30, 2026 | December 31, 2025 | |||||||
| Cash used as collateral for letter of credit issued to the benefit of one of the Company’s lessors | $ | $ | ||||||
| Total restricted cash | $ | $ | ||||||
Customer Contracts Balances
The characteristics of the Company’s customer contracts balances are as follows:
Characteristics of accounts receivables
Accounts receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional. The majority of accounts receivable are due from third-party payers and are generally collected within a few days of the order date.
The Company maintains an allowance for doubtful accounts based on its estimate of probable credit losses inherent in existing accounts receivable. The allowance is determined through a review of individual accounts when information indicates that a customer may be unable to meet its financial obligations, as well as consideration of historical collection experience and currently available evidence.
The Company also records an allowance for sales returns based on historical experience and expected future returns.
Characteristics of deferred revenues
Revenue is deferred for undelivered customer orders for which it was paid or has a right to be paid at each measurement date.
Costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include the carrying value of freight and sales charges. Deferred charges are included in prepaid costs and other assets in the accompanying balance sheet.
Characteristics of allowance for sales returns
The allowances associated with customer contract balances for the period presented are as follows:
SCHEDULE OF ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
| June 30, 2026 | December 31, 2025 | |||||||
| Allowance for doubtful accounts | $ | $ | ||||||
| Allowance for sales returns | ||||||||
| 9 |
Inventory
Characteristics of Inventory
| ● | Stated at the lower of cost or market, determined on the first-in, first-out (FIFO) method; | |
| ● | Cost principally consists of the purchase price (adjusted for lower of cost or market), customs duties, and freight; | |
| ● | Historical sales activity is reviewed periodically to determine potentially obsolete items and evaluate the impact of any anticipated changes in future demand; | |
| ● | Allowance based on specific inventory items that have shown no activity over a reasonable period; | |
| ● | Inventory is tracked as it is repurposed, disposed of, scrapped, or sold below cost to determine whether additional items on hand should be reduced in value through an allowance method. |
SCHEDULE OF INVENTORY
| June 30, 2026 | December 31, 2025 | |||||||
| Inventory, component parts | $ | $ | ||||||
| Inventory, finished goods | ||||||||
| Allowance | ( | ) | ( | ) | ||||
| Inventory-total | $ | $ | ||||||
Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) for the period by the weighted average number of common stocks, common stock equivalents and potentially dilutive securities outstanding during each period.
The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option, and warrant contracts. For the six-month ended June 30, 2026, and 2025, the Company recognized a net loss and the effect of including any shares of common stock equivalents would have been antidilutive for the period. Accordingly, the presumed issuance of potential shares of common stock was excluded from the computation of diluted loss per share. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented.
SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS
| June 30, 2026 | December 31, 2025 | |||||||
| Stock warrants | ||||||||
| Stock options | ||||||||
| Unvested restricted stock | ||||||||
| Convertible notes | ||||||||
| Preferred stock | ||||||||
| Anti-dilutive securities | ||||||||
Comprehensive Income- Improvements to Expense Disaggregation Disclosures
In November 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve expense disaggregation disclosures. The guidance expands the disclosures required for certain costs and expenses in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant expenses. The standard is effective as of March 31, 2028 and interim and annual periods thereafter. The impact of this standard is only on the Company’s expenses disclosures.
| 10 |
NOTE 3 PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| June 30, 2026 | December 31, 2025 | |||||||
| Equipment and furniture | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total, net | $ | $ | ||||||
Depreciation expense for the presented periods is as follows:
SCHEDULE OF DEPRECIATION EXPENSES
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Depreciation expense | $ | $ | ||||||
| Total | ||||||||
NOTE 4 INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Useful life | Carrying Value | Accumulated Amortization | Net carrying value | Carrying Value | Accumulated Amortization | Net carrying value | ||||||||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| E-commerce technology platforms | ( | ) | ( | ) | ||||||||||||||||||||||
| Patents and other | ( | ) | ( | ) | ||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Amortization expense for the presented periods is as follows:
SCHEDULE OF AMORTIZATION EXPENSES
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Amortization expense | $ | $ | ||||||
The following table sets forth the estimated amortization expenses for the next five years:
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE
| Twelve months ended June 30: | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
NOTE 5 DEBTS
The following table presents the details of the principal amounts outstanding:
SCHEDULE OF DEBT
| June 30, 2026 | December 31, 2025 | Interest rates as of June 30, 2026 | Maturity | Other Characteristics | ||||||||||
| Convertible notes | $ | $ | % | Collateral is substantially all company assets convertible in common stock at weighted
average rate of $ | ||||||||||
| Notes payable to financial institutions and others | % | Substantially all company assets | ||||||||||||
| Total | $ | $ | ||||||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||||||||
| Debt, net of Unamortized debt Discount | $ | $ | ||||||||||||
SCHEDULE OF INTEREST EXPENSE DEBT
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Interest expense | $ | $ | ||||||
| 11 |
As of June 30, 2026, the expected future principal payments for the Company’s debt are due as follows:
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS
| Twelve months ended June 30, 2027 | $ | |||
| Twelve months ended June 30, 2028 | ||||
| Twelve months ended June 30, 2029 | ||||
| Twelve months ended June 30, 2030 | ||||
| Twelve months ended June 30, 2031 and thereafter | ||||
| Total | $ |
NOTE 6 OPERATING LEASE LIABILITIES
The following table outlines the total lease cost for the Company’s operating leases as well as weighted-average information for these leases as of June 30, 2026, and 2025 respectively:
SCHEDULE OF LEASE COST OPERATING LEASE
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||
| Fixed rent payments | ||||||||
| Lease - Depreciation expense | $ | $ | ||||||
| Weighted-average discount rate | % | % | ||||||
| Weighted-average remaining lease term (in months) | ||||||||
SCHEDULE OF MINIMUM LEASE OBLIGATION
| Minimum Lease Obligations | ||||
| Twelve months ended June 30, 2027 | $ | |||
| Twelve months ended June 30, 2028 | ||||
| Twelve months ended June 30, 2029 | ||||
| Twelve months ended June 30, 2030 | ||||
| Twelve months ended June 30, 2031, and thereafter | ||||
| Total lease payments | ||||
| Imputed interest | ( | ) | ||
| Total | $ |
| 12 |
NOTE 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| June 30, 2026 | December 31, 2025 | |||||||
| Accrued interest, convertible notes | $ | |
$ | |||||
| Accrued dividends | ||||||||
| Trade payables | ||||||||
| Accrued compensation | ||||||||
| Total | $ | $ | ||||||
NOTE 8 RELATED PARTY TRANSACTIONS
The following schedule summarizes the Company’s related party transactions for the six-month periods ended June 30, 2026 and 2025.
SCHEDULE OF RELATED PARTY TRANSACTIONS
| Amounts expended during the | Convertible Notes Payable as of | |||||||||||||||||
| six-month period ended June 30, | June 30, | December 31, | ||||||||||||||||
| Related Party Affiliation | Purpose(s) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Chief Executive Officer and Director | ||||||||||||||||||
| Dividends on Series A-1 Preferred Stock | $ | $ | $ | - | $ | - | ||||||||||||
| Interest on Convertible Note | ||||||||||||||||||
| Former Chief Executive Officer | ||||||||||||||||||
| Dividends on Series A-1 Preferred Stock | - | - | ||||||||||||||||
| Interest on convertible note | ||||||||||||||||||
| Officer | ||||||||||||||||||
| Dividends on Series A-1 Preferred Stock | - | - | ||||||||||||||||
| 13 |
NOTE 9 STOCKHOLDERS’ EQUITY
(A) Common Stock
The Company issued the following common stock during the six months ended June 30, 2026, and 2025:
SCHEDULE OF COMMON STOCK
| Average Value | ||||||||||||
| Transaction Type | Shares Issued | Valuation $ | Per Share | |||||||||
| 2026 Equity Transactions | ||||||||||||
| Common stock issued, pursuant to services provided | $ | $ | ||||||||||
| Common stock issued pursuant to the at-the-market offering, net | ||||||||||||
| Common stock issued pursuant to preferred dividends | ||||||||||||
| Common stock issued pursuant to conversion of notes and accrued interest | ||||||||||||
| Common stock issued pursuant to exercise of options and warrants | ||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||
| 2025 Equity Transactions | ||||||||||||
| Common stock issued, pursuant to services provided | $ | $ | – | |||||||||
| Common stock issued pursuant to the at-the-market offering, net | ||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||
(B) Preferred Stock
The following is a summary of the Company’s Preferred Stock activity during the six months ended June 30, 2026 and 2025:
SCHEDULE OF PREFERRED STOCK ACTIVITY
| Transaction Type | Quantity | Carrying Value | Value per Share, gross | |||||||||
| Preferred Stock Series A-1 Balance at January 1, 2026 | $ | $ | ||||||||||
| Conversion to common stock | ( | ) | ( | ) | ||||||||
| Preferred Stock Series A-1 Balance at June 30, 2026 | $ | $ | ||||||||||
| Preferred Stock Series A-2 Balance at January 1, 2026 | $ | $ | ||||||||||
| Preferred Stock Series A-2 Balance at June 30, 2026 | $ | $ | ||||||||||
| Preferred Stock Series A-1 Balance at January 1, 2025 | $ | $ | ||||||||||
| Issuance | ||||||||||||
| Conversion to common stock | ( | ) | ( | ) | ||||||||
| Preferred Stock Series A-1 Balance at June 30, 2025 | $ | $ | ||||||||||
During
the six months ended June 30, 2026, holders converted an aggregate of shares of Series A-1 Preferred Stock into shares
of common stock at a conversion price of $
SCHEDULE OF PREFERRED STOCK CONVERSION
| Characteristic | Series A Preferred Stock | Series A-1 Preferred Stock | Series A-2 Preferred Stock | |||
| Equity Classification | Temporary Equity | Permanent Equity | Permanent Equity | |||
| Cumulative Dividend | ||||||
| Original Issue Price | $ per share | |||||
| Conversion Option | $ | $ | $ | |||
| Redemption Terms | Redeemable at $ per share after 3 years or upon change of control | |||||
| Change of Control | Within holder’s control | Substantially within company’s control | ||||
| Voting Rights | As-converted basis | |||||
| 14 |
(C) Stock Options and Restricted Stock
SCHEDULE OF STOCK OPTION ACTIVITY
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Remaining | ||||||||||||||||
| Weighted | Contractual | Aggregate | ||||||||||||||
| Average | Life | Intrinsic | ||||||||||||||
| Options | Shares | Exercise Price | (In Years) | Value | ||||||||||||
| Outstanding, January 1, 2026 | $ | $ | ||||||||||||||
| Exercised | ( | ) | $ | - | $ | - | ||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | ||||||||||||||
| Outstanding, January 1, 2025 | - | |||||||||||||||
| Exercised | - | - | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Outstanding, June 30, 2025 | $ | |||||||||||||||
| Exercisable, June 30, 2025 | $ | $ | ||||||||||||||
SCHEDULE OF BLACK SCHOLES PRICING MODEL
| 30-Jun-26 | 30-Jun-25 | |||||||
| Range | ||||||||
| Exercise price and stock price | $ | - | $ | |||||
| Expected life (in years) | - | - | ||||||
| Volatility | - | % | % | |||||
| Risk-fee interest rate | - | % | - % | |||||
| Dividend yield | ||||||||
Prior to the second quarter of 2025, the Company did not have historical stock prices that could be reliably determined for a period that is at least equal to the expected terms of its options. The expected options terms, which were calculated using the plain vanilla method, are years, and its historical period was years. The Company relied on the expected volatility of comparable peer-group publicly traded companies within its industry sector, to supplement the Company’s historical data for the period of the expected terms of the options that exceeded the period of the Company’s historical volatility data. As of May 1, 2025, the Company uses its historical stock prices to determine its expected volatility.
| 15 |
A summary of the Company’s non-vested restricted stock during the six months ended June 30, 2026, and 2025 are as follows:
SCHEDULE OF NON-VESTED RESTRICTED STOCK
| Weighted | ||||||||
| Average Grant | ||||||||
| Shares | Due Fair Value | |||||||
| Non-vested restricted stock units, January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-vested restricted stock units, June 30, 2026 | $ | |||||||
| Non-vested restricted stock units, January 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-vested restricted stock units on June 30, 2025 | $ | |||||||
SCHEDULE OF SHARE BASED COMPENSATION EXPENSES
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Restricted stock compensation expense | $ | $ | ||||||
| Stock option expense | ||||||||
| $ | $ | |||||||
| As of June 30, 2026 | ||||
| Weighted-average remaining contractual life of the restricted units | ||||
| Weighted-average remaining contractual life of the options | ||||
| Number of shares available for grant of options, and restricted stock units or awards amounts | ||||
Characteristics of the restricted units and awards and stock options are as follows:
SCHEDULE OF CHARACTERISTICS OF THE RESTRICTED UNITS AND AWARDS AND STOCK OPTIONS
| Characteristic | Restricted Stock Units / Awards (RSUA) | Stock Options | ||
| Right to receive shares of the Company’s common stock | One | |||
| Measurement Basis | Fair value of the underlying stock at grant date | |||
| Valuation / Pricing Model | Intrinsic Value Method | Black-Scholes Model using the simplified method | ||
| Market Condition Awards | Lattice Model | N/A | ||
| Eligible Grantees | Company employees Board members Certain consultants | |||
| Vesting Terms | Based on requisite service period; vesting generally up to | |||
| Maximum Contractual Term | Up to years | |||
(D) Warrants
The following is a summary of the Company’s warrant activity during the six months ended June 30, 2026, and 2025:
SCHEDULE OF WARRANT ACTIVITY
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, January 1, 2026 | $ | |||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited | ||||||||
| Balance, June 30, 2026 | ||||||||
| Balance, January 1, 2025 | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Forfeited | ||||||||
| Balance, June 30, 2025 | $ | |||||||
| 16 |
NOTE 10 CONCENTRATIONS OF RISKS AND SEGMENT
Major Customers and Accounts Receivable
SCHEDULE OF MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE
| Individual Customers concentration | June 30, 2026 | December 31, 2025 | ||||||
| Customers representing more than 10% of revenues and receivable | None | |||||||
| Payers representing more than 10% of receivables | Two | |||||||
| Percentage of receivables from payers | % | % | ||||||
Liquidity
The Company’s cash and cash equivalents are held primarily with two financial institutions. The Company has deposits which exceed the amount insured by the FDIC. To reduce the risk associated with the failure of such counterparties, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits.
Product and Geographic Markets
The Company generates its income primarily from lighting and heating products, and increasingly, smart-based products sold primarily in the United States.
Segment and Expense Disaggregation
The
Company operates in
The Company has concluded that consolidated net income or loss is the measure of segment profitability. The following is a reconciliation of the Company’s revenues from external customers and consolidated revenues and the consolidated and segment loss, including significant disaggregated segment expenses.
SCHEDULE OF CONSOLIDATED REVENUES AND SEGMENT LOSS
| 2026 | 2025 | |||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from external customers and consolidated revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Compensation costs, excluding share-based payments | ||||||||
| Share-based payments | ||||||||
| Marketing programs | ||||||||
| Professional fees, excluding share-based payments | ||||||||
| Depreciation, amortization, and impairment of intangibles | ||||||||
| Other operating expenses | ||||||||
| Total operating expenses, net | $ | $ | ||||||
| Other expenses | ||||||||
| Amortization of debt discount | ||||||||
| Interest expense, net | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
NOTE 11 SUBSEQUENT EVENTS
Management has evaluated subsequent events since June 30, 2026, through the date the consolidated financial statements were available to be issued. There were no significant subsequent events that required adjustment to or disclosure in the consolidated financial statements with the exception of the following transaction (s):
The Company amended the
lease associated with its Miami facilities during July 2026. The amendment provides for a decrease in minimum lease obligations to $
| 17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q and our audited financial statements and related notes thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and analysis and other parts of this Form 10-Q contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions, such as statements regarding our plans, objectives, strategy, expectations, outlook, intentions, and projections. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, in this Form 10-Q, and in other filings with the Securities and Exchange Commission (the “SEC”). Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements” contained in this Form 10-Q.
Overview
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 into 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 hardwired 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 2026. We expect to manufacture the additional product offerings within the next six months. We hold over 100 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, Underwriters Laboratories of Canada (cUL) and Conformité Europeenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.
We believe our total addressable market in the United States exceeds $500 billion, based on the Company’s internal calculations derived from the estimation of the total target user pool, projected average selling price, and projected units per household. We believe there are billions of installations of light and other electrical fixtures globally. Our estimates of the addressable market for our products may prove to be incorrect. The projected demand for our products could differ materially from actual demand. Even if the total addressable market for our products is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the existing market to capture additional market share.
Recent Developments
During 2025 and January 2026, we generated proceeds of $5.6 million pursuant to our ATM, $29.3 million pursuant to the issuance of shares of our common stock, $5.4 million pursuant to the issuance of our preferred stock, and $5.3 million pursuant to the issuance of convertible notes.
We have expanded our product lines to include an all-in-one plug and play combined heater, fan, and lighting product which will eventually accommodate the integration of our smart and advanced products.
| 18 |
Results of Operations
Comparison of the Six months ended June 30, 2026, and 2025
For the three months ended June 30, | Increase/ | Increase/ (Decrease) | For the six months ended June 30, | Increase/ | Increase/ (Decrease) | |||||||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | % | 2026 | 2025 | (Decrease) | % | |||||||||||||||||||||||||
| Revenue | $ | 25,270,500 | $ | 23,061,655 | $ | 2,208,845 | 9.6 | $ | 47,364,889 | $ | 43,175,593 | $ | 4,189,296 | 9.7 | ||||||||||||||||||
| Cost of revenues | 17,977,665 | 16,064,486 | 1,913,179 | 11.9 | 33,446,611 | 30,466,974 | 2,979,637 | 9.8 | ||||||||||||||||||||||||
| Selling and marketing expenses | 6,785,963 | 6,185,017 | 600,946 | 9.7 | 13,853,792 | 13,012,437 | 841,355 | 6.5 | ||||||||||||||||||||||||
| General and administrative expenses | 7,578,762 | 8,333,265 | (754,503 | ) | (9.1 | ) | 15,298,536 | 14,930,320 | 368,216 | 2.5 | ||||||||||||||||||||||
| Total expenses | $ | 32,342,390 | $ | 30,582,768 | $ | 1,759,622 | 5.8 | $ | 62,598,939 | $ | 58,409,731 | $ | 4,189,208 | 7.2 | ||||||||||||||||||
| Operating loss | $ | (7,071,890 | ) | $ | (7,521,113 | ) | $ | 449,223 | (6.0 | ) | $ | (15,234,050 | ) | $ | (15,234,138 | ) | $ | 88 | (0.0 | ) | ||||||||||||
| Other expense | ||||||||||||||||||||||||||||||||
| Interest expense, net | 1,152,194 | 1,305,816 | (153,622 | ) | (11.8 | ) | 2,265,611 | 2,644,919 | (379,308 | ) | (14.3 | ) | ||||||||||||||||||||
| Total other expense, net | $ | 1,152,194 | $ | 1,305,816 | $ | (153,622 | ) | (11.8 | ) | $ | 2,265,611 | $ | 2,644,919 | $ | (379,308 | ) | (14.3 | ) | ||||||||||||||
| Net loss | $ | (8,224,084 | ) | $ | (8,826,929 | ) | $ | 602,845 | (6.8 | ) | $ | (17,499,661 | ) | $ | (17,879,057 | ) | $ | 379,396 | (2.1 | ) | ||||||||||||
Revenue
The increase in revenues is primarily due to an increased number of units of lighting and heating products sold.
We believe that our revenues will be higher in 2026 than in 2025 primarily resulting from revenues from the sale of our advanced and smart products.
Cost of Revenues
The increase in cost of revenue is proportionate to the increase in revenues.
We believe that the cost of revenues will increase in 2026 compared to 2025, commensurate with an anticipated increase in revenues.
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs.
The increase in selling and marketing expenses is primarily due to increased marketing programs costs.
We believe that our selling and marketing expenses in 2026 will increase slightly but at a lower rate than the revenue growth when compared to 2025.
General and Administrative Expenses
General and administrative expenses consist primarily of an allocation of product development, finance, legal, human resources, including salaries, wages, and benefits, and depreciation and amortization, including share-based payments.
The decrease in general and administrative expenses during the second quarter of 2026 was primarily attributable to lower share-based compensation during the second quarter of 2026 offset by an increase in costs of supporting our operations during the first quarter of 2026.
Interest Expenses, Net
Interest expenses consist of interest on interest-bearing
obligations and amortization of debt discount offset by interest income.
The decrease in interest expenses, net is primarily due to higher interest income earned on greater interest-bearing cash accounts.
Liquidity and Capital Resources
As of June 30, 2026, and December 31, 2025, we had $27.7 million and $10.1 million in cash, cash equivalents, and restricted cash, respectively.
During the six months ended June 30, 2026, the Company issued approximately 12 million shares of common stock pursuant to offerings, for aggregate net proceeds of approximately $27.4 million.
The Company received proceeds of approximately $1.9 million from the exercise of warrants.
Our future capital requirements will depend on many factors, including our revenue growth rate, expenditures related to our headcount growth, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of platform enhancements, and the market adoption of our platforms. We may continue to enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.
We owe approximately $17.3 million under fixed rate obligations as of June 30, 2026.
As common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as the “Dell Working Capital Model,” we leverage our trades payable to finance our operations to lower our cost of capital, and accordingly, we may have negative working capital. This negative working capital is partly inherent to the relatively quick turnaround of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable. Our negative working capital, which consists of accounts receivable, inventory, net of trades and compensation payable, amounted to $9.9 million as of June 30, 2026.
| 19 |
Please see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during the six-month periods ended June 30, 2026, and 2025:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Operations: | ||||||||
| Net loss | $ | (17,499,661 | ) | $ | (17,879,057 | ) | ||
| Depreciation and amortization | 2,825,395 | 2,837,152 | ||||||
| Stock-based payments | 6,334,492 | 6,653,522 | ||||||
| Working capital changes | (1,346,281 | ) | 2,078,605 | |||||
| Net cash used in operating activities | (9,686,055 | ) | (6,309,778 | ) | ||||
| Investing: | ||||||||
| Purchase of property and equipment | (92,076 | ) | (775,365 | ) | ||||
| Net cash used in investing activities | (92,076 | ) | (775,365 | ) | ||||
| Financing: | ||||||||
| Proceeds from issuance of stock | 27,392,004 | 8,346,550 | ||||||
| Dividends paid | (506,045 | ) | (484,504 | ) | ||||
| Proceeds from exercise of warrants and options | 1,911,101 | - | ||||||
| Principal repayments of notes payable | (1,410,079 | ) | (569,790 | ) | ||||
| Net cash provided by financing activities | 27,386,981 | 7,292,256 | ||||||
| Change in cash and cash equivalents, and restricted cash | 17,608,850 | 207,113 | ||||||
| Cash, cash equivalents and restricted cash at beginning of the period | 10,102,621 | 15,500,495 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 27,711,471 | $ | 15,707,608 | ||||
The changes in working capital, net are primarily attributable to timing differences in accounts receivable, accounts payable related to operations and deferred revenues.
Non-GAAP Financial Measures
Management considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods. Due to the significance of non-recurring items, EBITDA, as adjusted, enables our management to monitor and evaluate our business on a consistent basis. We use EBITDA, as adjusted, as a supplemental measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization and impairment expense associated with intangible assets, or items that do not involve a cash outlay, such as share-based payments, and non-recurring items, such as transaction costs. EBITDA, as adjusted, should be considered in addition to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in operating activities. This non-GAAP financial measure excludes significant expenses that are required by GAAP to be recorded in our financial statements and is subject to inherent limitations. Investors should review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure included below. Investors should not rely on any single financial measure to evaluate our business.
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (8,224,084 | ) | $ | (8,826,929 | ) | $ | (17,499,661 | ) | $ | (17,879,057 | ) | ||||
| Share-based payments | 2,536,609 | 3,612,364 | 5,634,494 | 6,653,522 | ||||||||||||
| Interest expense | 1,152,194 | 1,305,816 | 2,265,611 | 2,644,919 | ||||||||||||
| Depreciation, amortization | 1,001,961 | 1,272,337 | 2,181,184 | 2,280,154 | ||||||||||||
| EBITDA, as adjusted | $ | (3,533,320 | ) | $ | (2,636,412 | ) | $ | (7,418,372 | ) | $ | (6,300,462 | ) | ||||
| 20 |
Critical Accounting Policies
Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K. The following is a summary of those accounting policies that involve significant estimates and judgment of management.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.
Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.
Fair Value of Financial Instruments
Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2026, and December 31, 2025, we believe the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 - “Compensation-Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Stock-based compensation is measured at the grant date based on the value of the award granted using the Black- Scholes option pricing model based on projections of various potential future outcomes and recognized over the period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.
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Revenue Recognition
We account for revenues in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606).
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
| ● | identification of the contract, or contracts, with a customer; | |
| ● | identification of the performance obligations in the contract; | |
| ● | determination of the transaction price; | |
| ● | allocation of the transaction price to the performance obligations in the contract; and | |
| ● | recognition of revenue when, or as, we satisfy a performance obligation. |
Recent Accounting Pronouncements
Although there are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements have had or will have a material impact on our financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives.
As of the end of the period covered by this report, management, including our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based upon the evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Controls Over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. As of the date of this Form 10-Q, we are not a party to any material legal matters or claims. Legal proceedings are inherently uncertain and the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.
We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors set forth in “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Our business, operations and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the report referenced above, together with all of the other information in such report and this Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face, and the disclosure of any risk factor should not be interpreted to imply that the risk has not already materialized. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
Except as otherwise disclosed below, there were no unregistered sales of equity securities during the quarter ended June 30, 2026 that were not previously reported in a Current Report on Form 8-K.
On April 30, 2026, we granted 14,800 shares to a contractor as consideration for services. The shares vest in four equal installments on each of the grant date and every three-months thereafter.
On May 14, 2026, we granted 150,000 shares to a contractor as consideration for services. The shares vest in four equal installments on each of the grant date and every three-months thereafter.
The sales or issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), including Regulation D and Rule 506 promulgated thereunder, as transactions by the Company not involving a public offering.
Issuer Purchases of Equity Securities
The following were our monthly share repurchases during the quarter ended June 30, 2026, other than shares repurchased to settle tax withholdings related to the vesting of restricted stock units.
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs | ||||||||||||
| April 1, 2026-April 30, 2026 | — | $ | — | — | — | |||||||||||
| May 1, 2026- May 31, 2026 | 12,941 | 1.12 | — | — | ||||||||||||
| June 1, 2026-June 30, 2026 | — | — | — | — | ||||||||||||
| 12,941 | $ | 1.12 | — | — | ||||||||||||
| (1) | Includes shares repurchased to satisfy tax withholding obligations due upon the vesting of certain restricted stock awards held by certain employees. We did not pay cash to repurchase these shares, nor were these repurchases part of a publicly announced plan or program. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During
the quarter ended June 30, 2026, none of the Company’s directors or executive officers
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Item 6. Exhibits
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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 thereunto duly authorized.
| SKYX PLATFORMS CORP. | ||||
| Date: | August 12, 2026 | By: | /s/ Leonard J. Sokolow | |
| Leonard J. Sokolow, Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| Date: | August 12, 2026 | By: | /s/ Marc-Andre Boisseau | |
| Marc-Andre Boisseau, Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) | ||||
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Exhibit 10.1
SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into effective as of July 22, 2026 (the “Sublease Effective Date”), by and between SKYX PLATFORMS CORP., a Florida corporation, d/b/a Sky Technologies (“Sublandlord”), and 400 WORLDWIDE, LLC, a Florida limited liability company (“Subtenant”).
RECITALS
A. Pursuant to that certain Lease Agreement dated as of October 1, 2022, as amended by that certain First Amendment to Lease Agreement dated as of November 13, 2023 and that certain Second Amendment to Lease Agreement executed simultaneously herewith (the “Second Amendment”), as assigned by that certain Assignment and Assumption of Lease, date September 30, 2024, and as further amended, restated, supplemented or otherwise modified from time to time (collectively, the “Primary Lease”), 400 Worldwide, LLC, as landlord under the Primary Lease (in such capacity, the “Primary Landlord”), leased to Sublandlord, as tenant under the Primary Lease, certain office premises consisting of approximately 32,172 rentable square feet comprised of the 11th floor and the 12th floor of the building located at 398 NE 5th Street, Miami, Florida 33132, known as Elser Hotel and Residences Miami (the “Building”).
B. The portion of the premises under the Primary Lease that is the subject of this Sublease consists of the entire 12th floor of the Building, containing approximately 16,086 rentable square feet, together with the appurtenant rights under the Primary Lease that are reasonably necessary for the use and occupancy of such space (collectively, the “Subleased Premises”).
C. Sublandlord desires to sublease the Subleased Premises to Subtenant, and Subtenant desires to sublease the Subleased Premises from Sublandlord, upon the terms, covenants and conditions set forth in this Sublease. The parties acknowledge that Subtenant is also the Primary Landlord under the Primary Lease, and references in this Sublease to Subtenant include Subtenant in its capacity as Primary Landlord unless the context clearly requires otherwise.
NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. Sublease of Subleased Premises. In consideration of the representations, warranties, covenants and conditions set forth herein, Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Subleased Premises, together with all improvements, fixtures, appurtenances, rights of access, and rights to use the Common Area available to Sublandlord under the Primary Lease to the extent reasonably necessary for Subtenant’s use and occupancy of the Subleased Premises, on the terms and conditions set forth in this Sublease.
2. Rent; Rent Credit.
(a) Credit Commencement Date. No rent or other monetary amount shall be payable by Subtenant under this Sublease for any period before the Credit Commencement Date. The “Credit Commencement Date” means the later of (i) July 1, 2026 and (ii) the first day of the first calendar month following the Sublease Effective Date.
(b) Sublease Rent Credit. Commencing on the Credit Commencement Date and continuing during the Term (as may be extended), Subtenant shall provide Sublandlord monthly with the Sublease Rent Credit (as defined in the Second Amendment). For the avoidance of doubt, aside from the Sublease Rent Credit, no separate cash payment, reimbursement of Operating Costs, or payment of other rent shall be required from Subtenant to Sublandlord under this Sublease.
(c) Application of Credit. The Sublease Rent Credit shall be applied automatically on the first day of each calendar month against amounts next due from Sublandlord under the Primary Lease. Subtenant shall have no obligation to disburse funds to Sublandlord, and Sublandlord shall remain responsible for paying all amounts due under the Primary Lease in excess of the Sublease Rent Credit, including all amounts attributable to the 11th floor of the Building, the Exterior Façade Right or Exterior Façade Signage, and all amounts arising from Sublandlord’s default or from Sublandlord’s obligations that are not directly and solely attributable to Subtenant’s use of the Subleased Premises. Notwithstanding anything to the contrary, Sublandlord shall not be responsible for any Rent, Additional Rent, Taxes (as defined in the Primary Lease), Operating Expenses (as defined in the Primary Lease), utilities, services, assessments, charges, costs or expenses under the Primary Lease to the extent attributable solely to the Subleased Premises or to Subtenant’s use, occupancy, operation, maintenance, repair, alteration, improvement, licensing or subleasing of the Subleased Premises during the Term.
(d) Taxes on Rent. To the extent any sales, use, occupancy, gross receipts, rental or similar tax is imposed on the rent or credits contemplated by this Sublease, such tax shall be treated as included in, and satisfied solely through, the Sublease Rent Credit unless applicable law requires a different treatment. Subtenant shall not be required to make any separate cash payment to Sublandlord on account of any such tax.
(e) Proration and Reconciliation. The Sublease Rent Credit shall be prorated for any partial calendar month during the Term. If recurring Additional Rent attributable to the Subleased Premises is later reconciled, adjusted, refunded or credited under the Primary Lease for any period during the Term, the Sublease Rent Credit shall be equitably adjusted in the same manner, but only to the extent such reconciliation, adjustment, refund or credit relates to the Subleased Premises and the applicable period during the Term.
3. Delivery of Possession. Sublandlord shall deliver possession of the Subleased Premises to Subtenant on the Commencement Date (defined below) in its “AS IS” condition, but otherwise free of (i) liens and/or notices of commencement, (ii) subtenants, licensees or occupants other than Subtenant, (iii) violations of applicable Laws, (iv) any damage to the Subleased Premises required per the terms of the Primary Lease to have been repaired by Sublandlord and/or (v) Hazardous Materials (each of items (i)-(v), a “Pre-Existing Defect”). Notwithstanding the foregoing, should Subtenant notify Sublandlord, after taking possession of the Subleased Premises, of the existence of any Pre-Existing Defect, then Sublandlord shall be responsible to cure and/or remedy the same (as applicable) promptly following receipt of such notice at Sublandlord’s sole cost and expense; provided, however, that with respect to Pre-Existing Defects set forth in clauses (iv) and (v), any such notice must be provided by Subtenant within ninety (90) days after the Commencement Date or any such Pre-Existing Defects shall be deemed waived by Subtenant. Sublandlord shall not have (and hereby waives and relinquishes any contractual or statutory lien rights it may otherwise have to) any lien for rent on or security interest in the personal property (including without limitation, trade fixtures furniture, equipment and business records) of Subtenant or any of Subtenant’s permitted occupants using the Subleased Premises.
4. Term and Termination.
(a) The term (“Term”) of this Sublease shall commence on the Sublease Effective Date (the “Commencement Date”) and shall expire on the expiration date of the Primary Lease, taking into account and including any renewal or extension term under the Primary Lease (as may be amended) that is exercised by Sublandlord as tenant thereunder, unless this Sublease is earlier terminated in accordance with its express terms. Sublandlord shall promptly provide Subtenant with a copy of any notice exercising, or electing not to exercise, any renewal or extension option under the Primary Lease.
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(b) Defaults. Subject to the notice and cure rights expressly set forth in this Sublease and the Primary Lease, the following shall constitute defaults under this Sublease:
(i) Subtenant’s failure to perform any express obligation of Subtenant under this Sublease, if such failure continues for thirty (30) days after written notice from Sublandlord; provided, however, that (x) if the failure cannot reasonably be cured within such thirty (30) day period, Subtenant shall not be in default so long as Subtenant commences cure within such period and diligently pursues such cure to completion and (y) Sublandlord shall have no right to terminate this Sublease on account of any default or alleged default so long as Subtenant is providing the Sublease Rent Credit in accordance with Section 2 of this Sublease;
(ii) Sublandlord’s failure to perform any express obligation of Sublandlord under this Sublease or any obligation of Sublandlord as tenant under the Primary Lease, including any obligation to pay Rent under the Primary Lease not satisfied by the Sublease Rent Credit, if such failure continues beyond the applicable notice and cure period; or
(iii) Either party’s making of a general assignment for the benefit of creditors, becoming the subject of bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days, or having a receiver or trustee appointed for substantially all of its assets or its interest in this Sublease.
(iv) For the avoidance of doubt, no default by Subtenant under the Primary Lease in its capacity as Primary Landlord shall constitute or be deemed a default by Subtenant under this Sublease.
(c) Remedies. Upon the occurrence of a default beyond applicable notice and cure periods, the non-defaulting party may exercise any rights and remedies available at law or in equity, subject to the limitations expressly set forth in this Sublease and the Primary Lease.
(i) Sublandlord shall not terminate this Sublease, re-enter the Subleased Premises, remove persons or property from the Subleased Premises, or disturb Subtenant’s possession except following an uncured default by Subtenant and in accordance with applicable law.
(ii) Subtenant shall not be liable for accelerated rent, consequential damages, lost profits, punitive damages, or Sublandlord’s reletting costs, except to the extent expressly awarded by a court of competent jurisdiction and not prohibited by this Sublease.
(iii) Upon the expiration or earlier termination of this Sublease while the Primary Lease remains in effect, Subtenant shall surrender possession of the Subleased Premises to Sublandlord in substantially the condition required under the Primary Lease, ordinary wear and tear and casualty excepted, and shall repair damage caused by Subtenant’s removal of its personal property from the Subleased Premises, if any.
(d) Effect of Primary Lease Termination. If the Primary Lease terminates for any reason, this Sublease shall terminate concurrently with the Primary Lease without further liability of Subtenant, except for obligations that expressly survive and accrued before such termination. Sublandlord shall remain liable for all obligations of the tenant under the Primary Lease except to the extent expressly assumed by Subtenant under this Sublease.
| -3- |
5. Holdover. If Subtenant remains in possession of the Subleased Premises after the expiration or earlier termination of this Sublease while the Primary Lease remains in effect, such holding over shall not constitute a renewal or extension of this Sublease.
6. Survival. Except as otherwise expressly set forth in this Sublease, only those obligations that by their terms are intended to survive shall survive the expiration or earlier termination of this Sublease, including accrued payment obligations, indemnity obligations and confidentiality obligations, if any. No obligation of Subtenant shall survive unless expressly stated in this Sublease.
7. Repair and Upkeep. Sublandlord shall have no right to make or perform any repairs or improvements to the Subleased Premises. Sublandlord shall remain responsible for all obligations under the Primary Lease not expressly assumed by Subtenant under this Sublease, including all obligations attributable to the 11th floor of the Building, the Exterior Façade Right, and any default or act of Sublandlord.
8. Utilities and Services. Subtenant shall be responsible only for utilities and services separately contracted for by Subtenant and consumed in the Subleased Premises during the Term. Except for such separately contracted utilities and services, utilities, services and Building operations shall be handled in Subtenant’s capacity as Primary Landlord and shall not create any separate reimbursement obligation from Subtenant to Sublandlord under this Sublease.
9. Insurance. Subtenant shall maintain during the Term whatever insurance Subtenant deems reasonably necessary to carry (in its sole discretion) from time to time. Subtenant shall not be required to obtain additional insurance, name Sublandlord as an additional insured, or provide endorsements solely by reason of this Sublease unless expressly required by the Primary Lease and not already satisfied by Subtenant in its capacity as Primary Landlord.
10. Primary Lease.
(a) This Sublease is subject and subordinate to the Primary Lease. The applicable terms and conditions of the Primary Lease are incorporated into this Sublease only to the extent necessary to define the parties’ rights in the Subleased Premises and to prevent Subtenant’s use of the Subleased Premises from causing an uncured default under the Primary Lease. Nothing in this Sublease shall be construed to require Subtenant to assume or perform Sublandlord’s obligations as tenant under the Primary Lease, and Sublandlord shall remain responsible for all such obligations except to the extent expressly assumed by Subtenant in this Sublease.
(b) Subtenant shall have the right to use, occupy, manage, operate, license, alter, maintain, repair, remove and improve the Subleased Premises without Sublandlord’s consent or approval. To the extent any consent or approval of the Primary Landlord is required under the Primary Lease with respect to Subtenant’s activities, Subtenant’s execution of this Sublease shall be deemed to satisfy such consent or approval requirement as between Sublandlord and Subtenant.
(c) Subtenant shall use, occupy, alter, improve, license, sublease and operate the Subleased Premises in compliance with all applicable Laws, the Declaration, Rules and Regulations and the Primary Lease, except to the extent compliance is an obligation of Sublandlord with respect to the 11th Floor Space. Subtenant shall not take or permit any action that causes Sublandlord to be in default under the Primary Lease or adversely affects the Exterior Façade Right; provided, however, and notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that Subtenant’s seeking and obtaining any and all building permits, consents and approvals required for or in connection with Subtenant’s use, occupancy, alteration, improvement, licensing, subleasing and operation of the Subleased Premises is expressly permitted hereunder and shall not constitute an action that may adversely affect the Exterior Façade Right.
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(d) No Merger; Exterior Façade Right. The parties intend that this Sublease shall not constitute a surrender, cancellation, merger, termination, amendment, waiver or reduction of Sublandlord’s leasehold estate under the Primary Lease. Without limiting the foregoing, this Sublease shall not interfere with, reduce, waive, terminate or otherwise adversely affect Sublandlord’s Exterior Façade Right under Section 12(c) of the Primary Lease, and Sublandlord shall continue to be treated as leasing the full premises under the Primary Lease, including the 11th floor and the 12th floor of the Building, for purposes of Section 12(c) of the Primary Lease only. Subtenant makes no representation or warranty regarding the effect of this Sublease on Sublandlord’s Exterior Façade Right or Exterior Façade Signage under the Primary Lease pursuant to applicable laws, ordinance, codes, rules, or regulations. Sublandlord acknowledges that it has independently evaluated the potential impact of this Sublease on its signage rights pursuant to applicable laws, ordinance, codes, rules, or regulations and has not relied on any statement or representation by Subtenant regarding the same. Subtenant shall reasonably cooperate with Sublandlord, at no out-of-pocket cost to Subtenant, in connection with any governmental, permitting, administrative or other matter reasonably necessary to preserve, maintain, confirm or implement Sublandlord’s Exterior Façade Right and Exterior Façade Signage.
11. No Shortened Time Periods.
The time periods contained in the Primary Lease for notices, demands, performance, approvals, cure periods and exercises of rights shall not be shortened for purposes of this Sublease. Each party shall promptly deliver to the other party copies of any written notice received under the Primary Lease that affects the Subleased Premises or this Sublease.
12. Cure Rights. If Sublandlord fails to perform an obligation under the Primary Lease or this Sublease that may affect the Subleased Premises, Subtenant may, but shall not be obligated to, perform such obligation in its capacity as Primary Landlord or Subtenant, and Sublandlord shall reimburse Subtenant for Subtenant’s reasonable out-of-pocket costs to the extent such costs are not otherwise recovered through the Primary Lease. Sublandlord shall have no right to cure Subtenant’s obligations or to perform work in the Subleased Premises without Subtenant’s prior written consent.
13. Restrictions on Sublandlord’s Access. Sublandlord and its agents shall have no right to enter the Subleased Premises without prior written notice to and the prior written consent of Subtenant.
14. Assignment and Subletting. Subtenant may, without Sublandlord’s consent or approval, assign this Sublease, sublet all or any portion of the Subleased Premises, license or permit the use or occupancy of all or any portion of the Subleased Premises by others, or otherwise transfer Subtenant’s rights under this Sublease. Sublandlord shall reasonably cooperate, at no out-of-pocket cost to Sublandlord, with any documentation reasonably requested by Subtenant in connection with any such transfer. Any assignment, sublease, license or occupancy arrangement by Subtenant shall remain subject to this Sublease and the Primary Lease, and Subtenant shall remain fully liable for all acts, omissions, defaults, claims, costs and liabilities of any such assignee, subtenant, licensee, occupant or user.
15. No Sublandlord Consent or Approval Rights. Except as expressly provided in this Sublease, Subtenant’s use, occupancy, management, operation, licensing, subleasing, alterations, improvements, signage, contractors, vendors, visitors, invitees, business operations and other activities in or relating to the Subleased Premises shall not be subject to Sublandlord’s consent, approval, discretion or control. Sublandlord shall not interfere with Subtenant’s exercise of its rights under this Sublease or in its capacity as Primary Landlord under the Primary Lease.
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16. Indemnity. Subject to the waivers of subrogation in the Primary Lease, Subtenant shall indemnify, defend and hold harmless Sublandlord from and against third-party claims arising from and against (a) Subtenant’s negligence or willful misconduct or that of its affiliates, employees, contractors, agents, licensees, subtenants, occupants, invitees or other users, or (b) the use, occupancy or operation of the 12th floor of the Building by Subtenant or its affiliates, employees, agents, contractors, invitees, licensees, subtenants or occupants, except to the extent caused by Sublandlord’s gross negligence or willful misconduct. Subject to the waivers of subrogation in the Primary Lease, Sublandlord shall indemnify, defend and hold harmless Subtenant and its partners, affiliates, property manager, lenders, officers, directors, employees, agents, contractors and representatives from and against third-party claims arising from (i) Sublandlord’s breach of this Sublease, (ii) Sublandlord’s default under the Primary Lease, (iii) the use, occupancy or operation of the 11th floor of the Building by Sublandlord or its affiliates, employees, agents, contractors, invitees, licensees, subtenants or occupants, or (iv) Sublandlord’s Exterior Façade Right or Exterior Façade Signage, except to the extent caused by Subtenant’s gross negligence or willful misconduct. The indemnification obligations in this Section shall survive the expiration or earlier termination of this Sublease.
17. Representations and Covenants of Sublandlord. Sublandlord represents, warrants and covenants to Subtenant that: (i) the Primary Lease is in full force and effect; (ii) to Sublandlord’s knowledge, no uncured default by Sublandlord exists under the Primary Lease; (iii) Sublandlord has not assigned, subleased or otherwise encumbered its interest in the Subleased Premises in a manner that would conflict with this Sublease; (iv) Sublandlord has full right, power and authority to enter into this Sublease, subject to any consent or approval that is satisfied by Subtenant’s execution of this Sublease in its capacity as Primary Landlord; and (v) Sublandlord shall not amend, surrender, terminate or waive any material right under the Primary Lease in a manner that would adversely affect Subtenant’s rights under this Sublease without Subtenant’s prior written consent.
18. Review of Sublease; Relationship of Parties. Each party has read this Sublease in full, has had the opportunity for independent review by its legal and other counsel, and has consulted with and been advised by such counsel. The terms and conditions contained herein have been arrived at by arm’s-length negotiations between the parties and reflect a bona fide sublease of the Subleased Premises. The parties intend that rules of interpretation or construction that would construe any ambiguity against the draftsman shall not apply. Nothing in this Sublease shall constitute either party as the agent, partner, joint venturer, employer, employee, franchisor or franchisee of the other party.
19. Miscellaneous. This Sublease is the entire agreement between the parties with respect to the subject matter hereof, and any prior or contemporaneous agreements between the parties relating to the subject matter hereof, whether oral or written, are superseded. No amendment to this Sublease, and no waiver of any provision hereof, shall be effective unless made in writing and signed by both parties. This Sublease shall be governed by the laws of the State of Florida, without regard to conflicts-of-law principles. If any provision of this Sublease is held invalid or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law. This Sublease shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. The headings in this Sublease are for convenience only and shall not affect interpretation. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation.” Failure or delay of either party to enforce any right under this Sublease shall not be deemed a waiver. This Sublease may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Notices shall be in writing and delivered to the location(s) and in the manner set forth in the Primary Lease. Each party represents and warrants that it has full authority to enter into this Sublease. In any action to enforce this Sublease, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, Sublandlord and Subtenant have caused this Sublease to be executed by their duly authorized representatives, all as of the day and year first above written.
| SUBLANDLORD: | ||
| SKYX PLATFORMS CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| SUBTENANT: | ||
| 400 WORLDWIDE, LLC | ||
| By: | /s/ Ryan Shear | |
| Name: | Ryan Shear | |
| Title: | Authorized Signatory | |
[Signature Page to Sublease Agreement]
IN WITNESS WHEREOF, Sublandlord and Subtenant have caused this Sublease to be executed by their duly authorized representatives, all as of the day and year first above written.
| SUBLANDLORD: | ||
| SKYX PLATFORMS CORP. | ||
| By: | /s/ Leonard J. Sokolow | |
| Name: | Leonard J. Sokolow | |
| Title: | Chief Executive Officer | |
| SUBTENANT: | ||
| 400 WORLDWIDE, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Sublease Agreement]
EXHIBIT A
DESCRIPTION OF THE PRIMARY LEASE AND THE SUBLEASED PREMISES
| 1. | Lease Agreement dated as of October 1, 2022, by and between 400 Biscayne Commercial Owner, LP (“Original Landlord”), as landlord, and SKYX Platforms Corp., a Florida corporation, d/b/a Sky Technologies, as tenant, as amended by (x) that certain First Amendment to Lease Agreement dated as of November 13, 2023, with respect to the premises located at 398 NE 5th Street, Floors 11-12, Miami, Florida 33132 and (y) that certain Second Amendment to Lease Agreement executed simultaneously herewith and dated on or about the date hereof. Said Lease was subsequently assigned from Original Landlord to 400 Worldwide, LLC, as successor landlord, pursuant to that certain Assignment and Assumption of Lease, date September 30, 2024. |
| 2. | The Subleased Premises consist of the entire 12th floor of the Building, containing approximately 16,086 rentable square feet, together with appurtenant rights reasonably necessary for the use and occupancy of such space under this Sublease, all as depicted below: |
[INSERT SKETCH OF SUBLEASED PREMISES]
Exhibit 10.2
FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into this 13th day of November, 2023 (“Amendment Effective Date”), by and between 400 BISCAYNE COMMERCIAL OWNER, LP, a Delaware limited partnership (“Landlord”) and SKYX PLATFORMS CORP., a Florida corporation d/b/a Sky Technologies (“Tenant”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Lease (as hereinafter defined) unless otherwise provided.
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement, dated October 1, 2022 (the “Lease”), with respect to the certain premises located at 398 NE 5th Street, Floors 11-12, Miami, Florida 33132 (the “Premises”);
WHEREAS, Landlord and Tenant desire to modify certain terms of the Lease and to confirm other obligations with respect to the Lease as described herein; and
NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated herein in their entirety.
2. Rent Commencement Date. The Rent Commencement Date under the Lease was March 30, 2023 (i.e., one hundred eighty (180) days following the Delivery Date). In accordance with Section 6(b) of the Lease, Tenant delivered its “Notice of Extension of Rent Commencement Date” to Landlord on March 16, 2023, extending the Rent Commencement Date until July 30, 2023. Pursuant to the terms of the Lease, the Abated Base Rent Period is set to expire on November 30, 2023. Notwithstanding the foregoing, Landlord has agreed to extend the Abated Base Rent Period for a period of one (1) month. Tenant hereby acknowledges and agrees that notwithstanding anything to the contrary contained in the Lease, Tenant shall commence the payment of Base Rent and Tenant’s Proportionate Share of Operating Expenses due under the Lease, on January 1, 2024.
3. Schedule 6(b). Schedule 6(b) is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
4. Exterior Façade Signage. The parties hereby acknowledge and agree that Tenant timely exercised its Exterior Façade Right set forth in Section 12(c) of the Lease.
5. Parking. Pursuant to Section 11(a) of the Lease, Tenant hereby elects an amount equal to sixty-four (64) parking spaces as Tenant’s Parking Spaces under the Lease. For clarification purposes, Tenant’s Parking Spaces under the Lease as of the Delivery Date shall be an amount equal to sixty-four (64), which shall include Tenant’s six (6) Reserved Parking Spaces. In the event that Tenant would like additional parking spaces following the Amendment Effective Date, such additional spaces shall be subject to availability at such time as more particularly set forth in Section 11(a) of the Lease.
6. Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida.
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7. Release. In consideration of the terms herein, Tenant hereby irrevocably releases and discharges Landlord and its related parties from any claims of whatever nature, at law or in equity, that Tenant now has, ever had or, but for this release, hereafter would have, arising directly or indirectly from or relating to the Lease and/or the Premises from the commencement of the Lease to the date hereof.
8. Ratification of Lease. The Lease, as amended hereby, is in full force and effect, and is ratified and confirmed, and there are no other amendments or modifications therein. In the event of any conflicts between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Lease not modified by this Amendment shall remain in full force and effect.
9. Partial Invalidity or Unenforceability. The invalidity of one or more of the provisions of this Amendment shall not affect the remaining portions of this Amendment; and, if any one or more of the provisions of this Amendment should be declared invalid by final order, decree or judgment of a court of competent jurisdiction, this Amendment shall be construed as if such invalid provisions had not been included in this Amendment.
10. Execution and Counterparts. This Amendment may be executed in counterpart originals, each of which when taken together shall be deemed an original and shall constitute one and the same instrument. Signatures of the parties hereto on copies of this Amendment transmitted by facsimile machine or electronic mail shall be deemed originals for all purposes hereunder, and shall be binding upon the parties hereto.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the parties hereto have hereunto executed this Amendment, under seal, the day and year above written.
| LANDLORD: | TENANT: | |||
| 400 BISCAYNE COMMERCIAL OWNER, LP, | SKYX PLATFORMS CORP., | |||
| a Delaware limited partnership | a Florida corporation, d/b/a Sky Technologies (Nasdaq) | |||
| By: | /s/ Ryan Shear | By: | /s/ John P. Campi | |
| Name: | Ryan Shear | Name: | John P. Campi | |
| Title: | Authorized Signatory | Title: | Co-Chief Executive Officer | |
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EXHIBIT A
SCHEDULE 6(b)
BASE RENT
| Lease Year of Term | Base Rent Per Rentable Foot Per Annum | Annual
Base Rent* (based upon 32,172 rsf) | Monthly
Base Rent* (based upon 32,172 rsf) | |||||||||
| 1 | $ | 84.00 | $ | 2,702,448.00 | $ | 225,204.00 | ||||||
| 2 | $ | 86.52 | $ | 2,783,521.44 | $ | 231,960.12 | ||||||
| 3 | $ | 89.12 | $ | 2,867,027.08 | $ | 238,918.92 | ||||||
| 4 | $ | 91.79 | $ | 2,953,037.90 | $ | 246,086.49 | ||||||
| 5 | $ | 94.54 | $ | 3,041,629.03 | $ | 253,469.09 | ||||||
| 6 | $ | 97.38 | $ | 3,132,877.90 | $ | 261,073.16 | ||||||
| 7 | $ | 100.03 | $ | 3,226,864.24 | $ | 268,905.35 | ||||||
| 8 | $ | 103.31 | $ | 3,323,670.17 | $ | 276,972.51 | ||||||
| 9 | $ | 106.41 | $ | 3,423,380.27 | $ | 285,281.69 | ||||||
| 10 | $ | 109.60 | $ | 3,526,081.68 | $ | 293,840.14 | ||||||
| 11 (i.e. the four (4) months following the end of the tenth (10th) Lease Year. | $ | 112.89 | $ | 3,631,864.13 | $ | 302,655.34 | ||||||
*The above amounts do not include Florida sales tax. In addition to the above Base Rent amounts, Tenant shall pay to Landlord the required Florida sales tax amounts.
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Exhibit 10.3
SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of July 22, 2026 (the “Amendment Effective Date”), by and between 400 WORLDWIDE, LLC, a Florida limited liability company (“Landlord”), and SKYX PLATFORMS CORP., a Florida corporation, d/b/a Sky Technologies (“Tenant”).
RECITALS
A. WHEREAS, 400 Biscayne Commercial Owner, LP (“Original Landlord”) and Tenant entered into that certain Lease Agreement dated October 1, 2022 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated November 13, 2023 (the “First Amendment”; the Original Lease, as amended by the First Amendment, the “Lease”), with respect to certain premises located at 398 NE 5th Street, Floors 11-12, Miami, Florida 33132, as subsequently assigned from Original Landlord to Landlord pursuant to that certain Assignment and Assumption of Lease, date September 30, 2024.
B. WHEREAS, the Premises consist of approximately 32,172 rentable square feet, comprised of approximately 16,086 rentable square feet on the 11th floor of the Building (the “11th Floor Space”) and approximately 16,086 rentable square feet on the 12th floor of the Building (the “12th Floor Space”).
C. WHEREAS, Landlord and Tenant desire to further amend the Lease to address renewal options, the sublease of the 12th Floor Space and exterior façade signage rights, the 11th-floor desk rental program, renovation reimbursement and rent credits, parking, and certain requirements for renovation work to the 12th Floor Space.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:
1. Recitals; Defined Terms. The foregoing recitals are true and correct and are hereby incorporated herein by this reference. All capitalized terms used but not defined herein shall have the meanings set forth in the Lease.
2. Renewal Options; Updated Base Rent Table.
2.1 Renewal Options. Section 3(b) and Section 3(c) of the Lease are hereby deleted in their entirety and replaced with the following:
“Tenant shall have two (2) consecutive options to renew the Lease Term for additional periods of five (5) years each (each, a “Renewal Term”), on the same terms and conditions set forth in the Lease, except as otherwise provided herein. Tenant may exercise the first renewal option by delivering written notice to Landlord not later than twelve (12) months before the then-scheduled Expiration Date. Only if Tenant timely exercises the first renewal option, Tenant may exercise the second renewal option by delivering written notice to Landlord not later than twelve (12) months before the expiration of the first Renewal Term. Each renewal option is conditioned on the Lease being in full force and effect and no Event of Default then existing when Tenant gives the exercise notice or when the applicable Renewal Term commences. Base Rent for the first Lease Year of the first Renewal Term (if applicable) shall be equal to one hundred three percent (103%) of the Base Rent per rentable square foot per annum payable immediately before the commencement of the first Renewal Term and Base Rent shall increase by three percent (3%) on each annual anniversary thereafter during the first Renewal Term. Base Rent for the first Lease Year of the second Renewal Term (if applicable) shall be equal to one hundred three percent (103%) of the Base Rent per rentable square foot per annum payable immediately before the commencement of the second Renewal Term, and Base Rent shall increase by three percent (3%) on each annual anniversary thereafter during the second Renewal Term.”
2.2 Updated Base Rent Table. Commencing on the Amendment Effective Date, the Base Rent table set forth in Schedule 6(b) of the Lease is hereby amended, restated and replaced with the following Base Rent table:
| Lease Year of Term | Base Rent Per Rentable Square Foot Per Annum | Annual Base Rent (based on 16,086 RSF)*** | Monthly Base Rent (based on 16,086 RSF) | |||||||||
| 3* | $ | 104.04 | $ | 1,673,513.52 | $ | 139,459.46 | ||||||
| 4 | $ | 107.16 | $ | 1,723,718.93 | $ | 143,643.24 | ||||||
| 5 | $ | 110.37 | $ | 1,775,430.49 | $ | 147,952.54 | ||||||
| 6 | $ | 113.68 | $ | 1,828,693.41 | $ | 152,391.12 | ||||||
| 7 | $ | 117.09 | $ | 1,883,554.21 | $ | 156,962.85 | ||||||
| 8 | $ | 120.61 | $ | 1,940,060.84 | $ | 161,671.74 | ||||||
| 9 | $ | 124.22 | $ | 1,998,262.66 | $ | 166,521.89 | ||||||
| 10 | $ | 127.95 | $ | 2,058,210.54 | $ | 171,517.55 | ||||||
| 11** | $ | 131.79 | $ | 2,119,956.86 | $ | 176,663.07 | ||||||
*Lease Year 3 as shown above reflects Base Rent payable commencing on the Amendment Effective Date
**Lease Year 11 refers to the four (4) month period following the end of the tenth (10th) Lease Year.
***The Base Rent above reflects the fact that Tenant will only be paying Base Rent on the 11th Floor Space and not the entirety of the Premises (i.e., not on the 12th Floor Space that has been subleased)
| Lease Year of Renewal Term(s) | Base Rent Per Rentable Square Foot Per Annum | Annual Base Rent (based on 16,086 RSF)* | Monthly Base Rent (based on 16,086 RSF) | |||||||||
| First Renewal Term (if applicable) | ||||||||||||
| 1 | $ | 135.74 | $ | 2,183,555.56 | $ | 181,962.96 | ||||||
| 2 | $ | 139.81 | $ | 2,249,062.23 | $ | 187,421.85 | ||||||
| 3 | $ | 144.01 | $ | 2,316,534.10 | $ | 193,044.51 | ||||||
| 4 | $ | 148.33 | $ | 2,386,030.12 | $ | 198,835.84 | ||||||
| 5 | $ | 152.78 | $ | 2,457,611.02 | $ | 204,800.92 | ||||||
| Second Renewal Term (if applicable) | ||||||||||||
| 6 | $ | 157.36 | $ | 2,531,339.35 | $ | 210,944.95 | ||||||
| 7 | $ | 162.08 | $ | 2,607,279.54 | $ | 217,273.29 | ||||||
| 8 | $ | 166.95 | $ | 2,685,497.92 | $ | 223,791.49 | ||||||
| 9 | $ | 171.95 | $ | 2,766,062.86 | $ | 230,505.24 | ||||||
| 10 | $ | 177.11 | $ | 2,849,044.74 | $ | 237,420.40 | ||||||
*The Base Rent above reflects the fact that Tenant will only be paying Base Rent on the 11th Floor Space and not the entirety of the Premises (i.e., not on the 12th Floor Space that has been subleased)
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2.3 Rent Credit for Subleased Space. Landlord and Tenant acknowledge and agree that simultaneously with the execution of this Amendment, such parties are entering into a Sublease Agreement (the “12th Floor Sublease Agreement”) whereby Landlord, as subtenant, will sublease the 12th Floor Space from Tenant, as sublandlord, for the remainder of the Lease Term (as may be extended). In accordance with the terms of the 12th Floor Sublease Agreement, Tenant shall (in lieu of any sublease rental payments by Landlord) receive a Sublease Rent Credit for each full calendar month beginning on the later of (i) July 1, 2026 and (ii) the first day of the first calendar month following the Sublease Effective Date (as defined in the 12th Floor Sublease Agreement), and continuing each month for the duration of the term of the 12th Floor Sublease Agreement. As used herein, “Sublease Rent Credit” shall mean and refer to (i) a monthly rent credit equal to the portion of Base Rent due and payable by Tenant under the Lease attributable to the 12th Floor Space as well as (ii) a pro rata reduction of Tenant’s Proportionate Share of Operating Expenses and Taxes (i.e., a proportionate reduction of Tenant’s Operating Payment and Tenant’s Tax Payment) to reflect that Tenant is only using and occupying the 11th Floor Space and not the 12th Floor Space. For the avoidance of doubt, (x) the Base Rent schedule set forth in Section 2.2 above already accounts for such Sublease Rent Credit, and, therefore, the Sublease Rent Credit shall not be further deducted from such Base Rent amounts set forth in Section 2.2, and (y) aside from the proportionate reduction of Tenant’s Operating Payment and Tenant’s Tax Payment as described above, Tenant shall continue to be responsible to pay all Additional Rent payments attributable to the 11th Floor Space (without credit or reduction) due and payable under the Lease including, without limitation, all costs and expenses related to the 11th Floor Space, Tenant’s parking, all utilities or services separately contracted by Tenant and/or Tenant’s Exterior Façade Signage. For the avoidance of doubt, the Sublease Rent Credit and related rent adjustment reflected in this Section 2.3 are intended to cause Tenant to bear no Rent, Additional Rent, Taxes, Operating Expenses, utilities, services, assessments, charges, costs or expenses under the Lease to the extent attributable solely to the 12th Floor Space or to Subtenant’s use, occupancy, operation, maintenance, repair, alteration, improvement, licensing or subleasing of the 12th Floor Space during the term of the 12th Floor Sublease Agreement.
3. Tenant Improvement Allowance; 12th Floor Reimbursement; 11th Floor Improvements; Showroom Renovation Reimbursement. Notwithstanding anything to the contrary contained in the Lease, including, without limitation, Section 3.6 of the Work Letter attached to the Lease as Exhibit “B,” Landlord and Tenant acknowledge and agree that Landlord’s remaining obligations with respect to the Tenant Improvement Reimbursement described in the Work Letter shall be modified and satisfied as specifically set forth in this Section 3. For purposes of this Amendment, the Tenant Improvement Reimbursement may also be referred to as the “Tenant Improvement Allowance”.
3.1 Acknowledgment of Prior Disbursements. Landlord and Tenant acknowledge that the Lease provides for a Tenant Improvement Reimbursement in the amount of Two Million Two Hundred Fifty-Two Thousand Forty and No/100 Dollars ($2,252,040.00) to be applied solely toward the costs of construction of Tenant’s Work, including the reasonable costs of design, space planning, consultants and construction drawings, and for no other purpose, subject to the terms and conditions of the Work Letter, which allowance was evenly allocated between Tenant’s Work in the 11th Floor Space and the 12th Floor Space. Landlord and Tenant further acknowledge that, as of the Amendment Effective Date, Landlord has disbursed an amount equal to One Million Six Hundred Thirty-Eight Thousand Eight Hundred Ninety-Five and No/100 Dollars ($1,638,895.00) of the Tenant Improvement Allowance, consisting of Eight Hundred Nineteen Thousand Four Hundred Forty-Seven and 50/100 Dollars ($819,447.50) attributable to the 11th floor portion of the Premises and Eight Hundred Nineteen Thousand Four Hundred Forty-Seven and 50/100 Dollars ($819,447.50) attributable to the 12th floor portion of the Premises.
3.2 12th Floor Reimbursement. Landlord and Tenant acknowledge that Tenant has incurred actual construction costs with respect to the 12th Floor Space in the amount of Nine Hundred Twelve Thousand Seven Hundred Eighty-Six and 51/100 Dollars ($912,786.51). Accordingly, subject to Tenant’s satisfaction of the Payment Conditions and the additional conditions set forth in this Amendment, Landlord shall reimburse Tenant in the amount of Ninety-Three Thousand Three Hundred Thirty-Nine and 01/100 Dollars ($93,339.01), representing the excess of such actual 12th floor construction costs over the Eight Hundred Nineteen Thousand Four Hundred Forty-Seven and 50/100 Dollars ($819,447.50) portion of the Tenant Improvement Allowance previously disbursed with respect to the 12th Floor Space. Landlord shall have no obligation to make such reimbursement unless and until Tenant has delivered to Landlord invoices, paid receipts, written draw request materials, architect certifications, final releases of lien, releases of lien from any subcontractor or material supplier that has given Landlord a Notice to Owner, and executed terminations of notices of commencement, in recordable form, in each case to the extent required under the Work Letter and reasonably required by Landlord in connection with such work to the 12th Floor Space. Landlord may withhold any reimbursement or credit until the foregoing items have been delivered to Landlord’s reasonable satisfaction.
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3.3 Remaining 11th Floor Tenant Improvement Allowance. Subject to Tenant’s satisfaction of the Payment Conditions and the other applicable requirements of the Lease, the Work Letter and this Amendment, Landlord shall make available to Tenant a remaining Tenant Improvement Allowance in an amount not to exceed Three Hundred Six Thousand Five Hundred Seventy-Two and 50/100 Dollars ($306,572.50), solely for improvements made by Tenant to the 11th Floor Space. The remaining Tenant Improvement Allowance allocated to the 11th Floor Space shall be disbursed or credited only for costs that are permitted uses of the Tenant Improvement Reimbursement under the Work Letter, and shall not be applied to personal property, signage, trade fixtures, furniture systems, data cabling or wiring, or improvements not affixed to the Premises, except to the extent expressly approved by Landlord in writing pursuant to this Amendment. In no event shall Landlord be obligated to pay or credit any portion of the remaining Tenant Improvement Allowance (whether allocated to the 11th Floor Space or 12th Floor Space) unless Tenant is not then in default under the Lease or the Work Letter and Tenant has satisfied all applicable Payment Conditions. For the avoidance of doubt, Landlord shall have no obligation to fund the cost of any improvements to the 11th Floor Space or the 12th Floor Space or otherwise except as expressly provided for in this Section 3.
3.4 11th Floor Showroom Renovation Reimbursement. In addition to the remaining portion of the Tenant Improvement Allowance allocated to the 11th Floor Space as described in Section 3.3 above, Landlord shall reimburse Tenant, or at Landlord’s election provide Tenant a credit against Base Rent payable for the 11th Floor Space, for Landlord-approved and documented out of pocket renovation expenses incurred by Tenant in modifying offices in the 11th Floor Space to accommodate the creation of Tenant’s showroom space therein, but only to the extent such expenses exceed the remaining portion of the Tenant Improvement Allowance allocated to the 11th Floor Space (i.e., $306,572.50) as described in Section 3.3 above. Tenant acknowledges and agrees that in no event shall such excess showroom renovation expenses exceed Two Hundred Thousand and No/100 Dollars ($200,000.00) in the aggregate. Tenant shall deliver to Landlord a final detailed estimate of such excess expenses, together with the proposed scope of work, plans and specifications, contractor and subcontractor information, construction schedule, permit information, and such other supporting documentation as Landlord may reasonably require, for Landlord’s review and written approval before Landlord shall have any obligation to reimburse or credit any such amount. Any reimbursement or rent credit under this Section 3.4 shall be subject to Landlord’s prior written approval of the final detailed estimate and applicable supporting documentation, Tenant’s compliance with the Lease and Work Letter, and Tenant’s delivery of final lien waivers and releases and other Payment Conditions to the extent applicable to the showroom renovation work.
3.5 Application of Credits; No Duplication. Any rent credit provided pursuant to this Section 3 shall be applied against Base Rent payable by Tenant for the 11th Floor Space in accordance with the rent schedule and related adjustments approved by Landlord and Tenant in connection with this Amendment. Tenant shall not be entitled to duplicate reimbursement, duplicate rent credit or any payment in excess of the amounts expressly provided in this Section 3 for the same cost, invoice, item of work or improvement. Upon Landlord’s payment or application of the amounts expressly required under this Section 3, Landlord shall be deemed to have fully satisfied all remaining obligations with respect to the Tenant Improvement Allowance and Tenant Improvement Reimbursement under the Lease and Work Letter, except only for any Landlord-approved showroom renovation reimbursement or rent credit expressly required under Section 3.4 above.
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4. 12th Floor Sublease; Exterior Façade Signage. Landlord acknowledges that Tenant timely exercised the Exterior Façade Right, as confirmed in the First Amendment. Landlord further acknowledges and agrees that any sublease by Tenant of all or any portion of the 12th Floor Space shall not, by itself, cause Tenant to fail to satisfy the requirement in Section 12(c)(ii)(1) of the Lease that Tenant be leasing a minimum of 32,172 rentable square feet in the Building, so long as Tenant remains the tenant under the Lease with respect to all of the Premises and no Event of Default exists. The Exterior Façade Right and Exterior Façade Signage shall remain personal to Tenant and shall not be transferred to any third party under any circumstances, except to the extent expressly approved by Landlord in accordance with Section 12(c) of the Lease. Landlord shall reasonably cooperate with Tenant, at no out-of-pocket cost to Landlord, in connection with any governmental, permitting, administrative or other matter reasonably necessary to preserve, maintain, confirm or implement Tenant’s Exterior Façade Right and Exterior Façade Signage.
5. 11th-Floor Desk Rental Program; Permitted Transfer. Notwithstanding anything to the contrary in Section 29 of the Lease, Tenant’s office sharing, desk rental, coworking or similar arrangements within the 11th Floor Space of the Premises (each, a “Desk Rental Arrangement”) shall be deemed a Permitted Transfer and shall not be subject to the transfer restrictions, consent requirements, recapture rights, review-cost reimbursement obligations or net-rent sharing provisions of Section 29 of the Lease, provided that each Desk Rental Arrangement complies with all of the requirements set forth in this Section 5 (collectively, the “Desk Rental Requirements”):
5.1 Capacity and Access. The aggregate number of desk-rental customers, licensees and other users under all Desk Rental Arrangements shall not exceed fifty (50) persons at any time. Landlord shall issue not more than fifty (50) access fobs for the Desk Rental Arrangements, and Tenant or the applicable desk-rental manager shall be responsible for registering all desk-rental customers and providing Building management with an up-to-date monthly list of all such customers and corresponding fob information.
5.2 Access Control. No desk-rental customer or other user shall be provided access to the Premises or the Building unless such person has a valid access fob or, during the desk-rental manager’s stated hours of operation, an employee of the desk-rental manager is present in the 11th Floor Space of the Premises to verify such person’s identity and authorization to access the Premises. Tenant or the desk-rental manager shall provide Landlord with the hours during which a desk-rental manager employee will be present in the 11th Floor Space of the Premises, and lost fobs shall be replaced only at the cost established by Landlord or Building management from time to time.
5.3 Customer Agreements; Landlord Approval of Form. Each agreement with a desk-rental customer shall have a minimum term of one (1) month with thirty (30) days’ prior notice for cancellation and shall require the desk-rental customer to comply with the Lease, the Rules and Regulations, the Building access and security procedures, and the Desk Rental Requirements. Prior to Tenant or any desk-rental manager entering into the Desk Rental Arrangement, Tenant shall submit the proposed form of desk-rental agreement to Landlord for Landlord’s prior written review and approval. Tenant shall not execute, deliver, use or permit any desk-rental manager to execute, deliver or use any desk-rental agreement except pursuant to a form approved in writing by Landlord. Any subsequent material amendment, modification, supplement or replacement of the approved form, and any material deviation from the approved form in any desk-rental agreement, shall require Landlord’s prior written review and approval before becoming effective. Landlord’s approval of any form shall not constitute approval of any particular desk-rental customer or waive any of Landlord’s rights under the Lease or this Amendment.
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5.4 Amenities and Parking. Desk-rental customers shall have no right to use any Building amenities, including the gym, pool or related areas, and shall have no right to use Tenant’s Parking Spaces (except as set forth below), valet parking or any other Building parking, in each case unless specifically agreed-to by Landlord in writing. Each Desk Rental Arrangement shall expressly include these prohibitions. Employees of Tenant’s desk-rental manager and desk-rental customers with a desk-rental agreement having a minimum term of one (1) year may use Tenant’s Parking Spaces, but only to the extent Tenant allocates such spaces to them and their vehicles are registered with Building management in advance.
5.5 Indemnity; Nuisance; Landlord Termination Right. Tenant shall indemnify, defend and hold harmless Landlord from and against all claims arising out of or relating to the acts or omissions of any desk-rental manager and any desk-rental customer, employee, guest or invitee. Tenant shall promptly cause any desk-rental customer or user who becomes a nuisance, violates the Lease or the Rules and Regulations, or is involved in repeated incidents at the Building to be removed from the Desk Rental Arrangement and denied further access to the Building. If Landlord determines, in Landlord’s reasonable discretion based on documented events, that any desk-rental customer constitutes or has caused a nuisance, disruption or material interference with Building operations, Building security, other tenants or occupants, or the use or operation of the Common Area, including, without limitation, substantial congestion or delays caused by access control issues, excessive visitor volume or excessive or overwhelming elevator usage (a “Desk Rental Customer Default”), then Landlord shall have the right to require Tenant to terminate the applicable desk-rental customer’s desk-rental agreement if Tenant cannot cure such Desk Rental Customer Default with fifteen (15) days after receiving Landlord’s written notice describing the applicable default in reasonable detail. Tenant shall comply with any such notice within the time period stated therein. If more than three (3) uncured Desk Rental Customer Defaults shall occur within any rolling twelve-month period during the Lease Term, Landlord shall have the right to require that Tenant cease the entire Desk Rental Arrangement and/or desk rental operations upon written notice, without any further opportunity to cure any Desk Rental Customer Default. Upon any termination of the entire Desk Rental Arrangement by Landlord, Tenant shall not enter into or extend any desk-rental agreements, and all existing desk-rental agreements shall be terminated at the end of each such desk-rental agreement’s term, but in no event more than sixty (60) days after the date the Desk Rental Arrangement is terminated by Landlord. Any cessation of the entire Desk Rental Arrangement pursuant to this Section 5.5 shall not reduce Tenant’s Rent obligations, release Tenant from any obligation under the Lease or this Amendment, or entitle Tenant to any claim, offset, deduction, abatement or other remedy against Landlord.
5.6 Alterations and Improvements. The treatment of Desk Rental Arrangements as Permitted Transfers shall not limit Landlord’s approval rights over any alterations, improvements, installations, signage, furniture systems, cabling or other physical changes to the shared desk space. Tenant shall not perform, permit or allow any such work unless Landlord has approved the work in writing, which approval may be granted, withheld, conditioned or denied by Landlord in Landlord’s sole and absolute discretion. All approved work shall remain subject to the Lease, including all construction insurance, lien, plans and specifications, restoration and removal requirements.
5.7 No Release; Defaults. Tenant shall remain fully and primarily liable for the Lease and for all acts, omissions and defaults of any desk-rental manager and any desk-rental customers, employees, guests and invitees. Any failure to comply with the Desk Rental Requirements shall constitute a default under the Lease, subject to any applicable notice and cure periods expressly provided in the Lease.
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6. Parking. Effective as of the Amendment Effective Date, Section 11(a) of the Lease and Section 5 of the First Amendment are amended to provide that Tenant shall be entitled to a maximum of thirty-two (32) Tenant’s Parking Spaces, which shall include the three (3) Reserved Parking Spaces. Tenant shall have no right to use or require Landlord to provide the thirty-two (32) parking spaces released by Tenant pursuant to this Amendment, except to the extent additional spaces are available and Landlord and Tenant enter into a separate written agreement for such additional spaces. Except as expressly modified herein, all parking terms and conditions set forth in the Lease remain in full force and effect.
7. Security Deposit Reduction Schedule. Notwithstanding anything to the contrary contained in Section 8(a) of the Lease, effective as of the Amendment Effective Date, the Letter of Credit shall be reduced to an amount equal to $1,500,000.00. Provided that no Event of Default has occurred under the Lease at any time (other than a Desk Rental Customer Default), commencing on the first day of the fifth Lease Year, the Letter of Credit shall be reduced to an amount equal to $1,000,000.00. Landlord shall cooperate with Tenant in causing the Letter of Credit to be reduced to such amounts, including by executing and delivering any documentation reasonably required by the issuing bank to evidence Landlord’s consent to such reduction. Except as expressly modified by this Section 7, Section 8 of the Lease shall remain in full force and effect.
8. Brokers. Each party represents and warrants to the other that it has not dealt with any broker, agent or other person in connection with this Amendment who is entitled to a commission or fee from the other party. Each party shall indemnify, defend and hold the other party harmless from and against any claims for commissions or fees arising from a breach of the foregoing representation by the indemnifying party.
9. Ratification; Miscellaneous. Except as expressly amended by this Amendment, the Lease is hereby ratified and confirmed and shall remain unchanged and in full force and effect. In the event of any conflict between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall control. This Amendment constitutes the entire agreement between the parties with respect to the matters set forth herein and may not be amended or modified except by a writing signed by Landlord and Tenant. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. This Amendment may be executed in counterparts and by electronic signatures, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[SIGNATURES ARE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.
| TENANT: | LANDLORD: | |||
| SKYX PLATFORMS CORP., | 400 WORLDWIDE, LLC, | |||
| a Florida corporation, d/b/a Sky Technologies | a Florida limited liability company | |||
| By: | By: | /s/ Ryan Shear | ||
| Name: | Name: | Ryan Shear | ||
| Title: | Title: | Authorized Signatory | ||
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.
| TENANT: | LANDLORD: | |||
| SKYX PLATFORMS CORP., | 400 WORLDWIDE, LLC, | |||
| a Florida corporation, d/b/a Sky Technologies | a Florida limited liability company | |||
| By: | /s/ Leonard J. Sokolow | By: | ||
| Name: | Leonard J. Sokolow | Name: | ||
| Title: | Chief Executive Officer | Title: | ||
Exhibit 31.1
CERTIFICATION
I, Leonard J. Sokolow, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SKYX Platforms Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 12, 2026 | By: | /s/ Leonard J. Sokolow |
| Leonard J. Sokolow | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Marc-Andre Boisseau, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of SKYX Platforms Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 12, 2026 | By: | /s/ Marc-Andre Boisseau |
| Marc-Andre Boisseau | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of SKYX Platforms Corp. (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 12, 2026 | By: | /s/ Leonard J. Sokolow |
| Leonard J. Sokolow | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of SKYX Platforms Corp. (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: August 12, 2026 | By: | /s/ Marc-Andre Boisseau |
| Marc-Andre Boisseau | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |