SKYX 8-K
SKYX Platforms Corp. (SKYX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2022
SQL TECHNOLOGIES CORP.
(Exact name of Registrant as Specified in its Charter)
| Florida | 001-41276 | 46-3645414 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2855 W. McNab Road
Pompano Beach, Florida 33069
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (855)759-7584
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value per share | SKYX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On March 8 2022, SQL Technologies Corp. (d/b/a Sky Technologies) (the “Company”) issued a press release announcing its financial results for the fiscal year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Earnings Press Release, dated March 8, 2022. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SQL TECHNOLOGIES CORP. | ||
| Date: March 8, 2022 | By: | /s/ John P. Campi |
| Name: | John P. Campi | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Sky Technologies Provides Fourth Quarter and Fiscal Year 2021 Corporate Update
Closes Successful $23.1 Million IPO and Commences Trading on the Nasdaq
Miami, FL, March 8, 2022 – SQL Technologies Corp. (NASDAQ: SKYX) (“Sky Technologies” or “the Company”), a Company significantly enhancing safety in homes and buildings as well as smart home lifestyle, with highly disruptive smart platform technologies and over 60 issued and pending patents globally, today reported its financial results for the fourth quarter ended December 31, 2021
Fourth Quarter 2021 and Subsequent Operational Highlights:
| ● | On February 10, 2022, successfully completed its upsized $23.1 million initial public offering (IPO) on the Nasdaq Capital Market, selling 1,650,000 shares of common stock to the public at $14 per share. | |
| ● | Announced the upcoming launch of the new universal SkyPlug, the SkyHome App and the smart connected SkyPlug, as well as an accompanying line of GE-branded smart ceiling fans and lighting fixtures, in the first half of 2022. | |
| ● | Positioning for the public launch of Sky Platform, the Company’s all-in-one smart home solution, in the second half of 2022. | |
| ● | As of December 31, 2021, the Company’s cash and cash equivalents were approximately $10.4 million, which excludes net proceeds from its February 2022 IPO. |
The full text of the Company’s 2021 Annual Report on Form 10-K was filed with the SEC on March 8, 2022 and can be found here.
Management Commentary
“The fourth quarter of 2021 represented a transformational period for Sky Technologies, building the foundation for our transition to a public company – further accelerated by the infusion of new capital from our IPO to expedite our commercialization pathway,” said Rani Kohen, Executive Chairman of Sky Technologies. “We believe our Nasdaq listing will help elevate the Company’s public profile, expand our shareholder base, improve liquidity and enhance shareholder value. The net proceeds to Sky Technologies from the offering amounted to $20 million,
“Launch of our next-generation SkyPlug and Sky Platform product lines are moving ahead, and we anticipate coming to market with both products this year. The SkyPlug enables consumers to install plug-and-play smart home fixtures into a receptacle quickly and safely without the need for a professional installer, and the Sky Platform is an all-in-one smart home solution, integrating several smart home & safety features such as a motion sensor, security camera and Wi-Fi extender. We believe our breakthrough platform technology has the ability to become the standard for smart home and office fixtures, with countless applications and potential addressable installations in the billions globally.
“Moving into 2022 we expect to launch our new universal SkyPlug, our SkyHome App, and our smart SkyPlug, as well as an accompanying line of smart ceiling fans and lighting fixtures leveraging GE-branding through our branding and licensing partnership with General Electric, in the first half of 2022. This will be followed by the launch of our widely anticipated, all-in-one Sky Platform in the second half of 2022. In anticipation, we are ramping our go-to-market strategy to include public relations and marketing campaigns that emphasize education of our products and how they can be used to create safer and smarter homes. We expect to provide additional announcements on our product launch timeline in the coming months – helping to create sustainable, long-term value for our shareholders.”
FY 2021 Financial Results
Selling, general and administrative expenses in 2021 were $5.1 million, as compared to $8.7 million for the prior year.
Net loss in 2021 decreased to $5.9 million, as compared to a net loss of $9.4 million for the prior year.
Cash and cash equivalents totaled $10.4 million as of December 31, 2021, excluding net proceeds from its IPO completed in February 2022.
There will be no earnings call related to the Company’s 2021 annual report.
About SQL Technologies Corp.
As electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the standard.
SQL Technologies Corp. (NASDAQ: SKYX) d/b/a Sky Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with over 60 U.S. and global patents and patent pending applications. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and lifestyle in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in the U.S. and globally. For more information, please visit our website at https://skyplug.com or follow us on LinkedIn
Cautionary Statement Concerning Forward-Looking Statements
This press release 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 press release, including statements regarding the Company’s 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 been, and may further be, exacerbated by the COVID-19 pandemic, 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 press release include, but are not limited to, statements about: the Company’s ability to successfully launch, develop additional features and achieve market acceptance of its smart products and technologies, access and integrate its products and technologies with third-party platforms or technologies, respond to rapidly changing technology and customer demands, and compete in its industry; the Company’s financial performance and liquidity, including the Company’s ability to successfully generate sufficient revenue to support its operations; the Company’s ability to expand, operate and successfully manage its operations, including managing its business transformation in connection with evolving its business strategy to focus on smart products and technologies; the Company’s ability to raise additional financing to support its operations as needed; the Company’s ability to comply with the terms of, and timely repay, its current debt financing; the impact of the COVID-19 pandemic on the Company’s business and operations; the Company’s reliance on a limited number of third-party manufacturers and suppliers and its ability to successfully reduce its production costs; the Company’s 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 the Company’s customers operate; the Company’s ability to acquire other businesses, license rights, form alliances or dispose of operations when desired; the Company’s ability to comply with regulations relating to applicable quality standards; the Company’s ability to maintain its license agreement with General Electric (GE); the Company’s ability to maintain, protect and enhance its intellectual property; the potential outcome of any legal proceedings; the Company’s ability to successfully sell and distribute its products and technologies; the Company’s ability to retain key executives and qualified personnel; the Company’s ability to successfully manage its planned development and expansion, including the additional costs of being a public company; the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures; the potential impact of unstable market and economic conditions on the Company’s business, financial condition and stock price; the potential impact of cybersecurity breaches or disruptions to the Company’s information systems, including its cloud-based infrastructure; the potential impact of natural disasters and other catastrophic events, such as the COVID-19 pandemic; risks related to ownership of the Company’s common stock; and the potential impact of anti-takeover and director and officer liability provisions in the Company’s charter documents and under Florida law. Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission, including the section of the Annual Report on Form 10-K for its 2021 fiscal year titled “Risk Factors” and the “Risk Factors” section in its prospectus dated February 10, 2022. As a result of these factors, the Company cannot assure you that its forward-looking statements will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all.
The forward-looking statements in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change; however, the Company 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 the Company’s views as of any date subsequent to the date of this press release.
Investor Relations Contact:
Lucas A. Zimmerman
MZ North America
(949) 259-4987
SQL Technologies Corp. and Subsidiary
Unaudited Consolidated Balance Sheets
| December 31, 2021 | December 31, 2020 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 10,426,249 | $ | 2,308,871 | ||||
| Accounts receivable, net | 115 | 1,543 | ||||||
| Inventory | 918,651 | 918,651 | ||||||
| Prepaid expenses | 40,903 | — | ||||||
| Total current assets | 11,385,918 | 3,229,065 | ||||||
| Other assets: | ||||||||
| Furniture and equipment, net | 25,710 | 67,735 | ||||||
| Patents, net | 540,033 | 403,092 | ||||||
| Other assets | 2,174 | 2,174 | ||||||
| Total other assets | 567,917 | 473,001 | ||||||
| Total Assets | $ | 11,953,835 | $ | 3,702,066 | ||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 507,250 | $ | 1,008,051 | ||||
| Notes payable, current | 404,648 | 344,032 | ||||||
| Accrued expenses | 522,086 | 358,621 | ||||||
| — | ||||||||
| GE royalty obligation | 1,200,000 | 500,000 | ||||||
| Total current liabilities | 2,633,984 | 2,210,704 | ||||||
| Long term liabilities: | ||||||||
| Notes payable | 5,492,572 | 5,286,642 | ||||||
| Convertible notes | 1,300,000 | 1,250,000 | ||||||
| GE royalty obligation | 2,638,000 | 3,838,000 | ||||||
| Total long-term liabilities | 9,430,572 | 10,374,642 | ||||||
| Total liabilities | 12,064,556 | 12,585,346 | ||||||
| Commitments and Contingent Liabilities: | ||||||||
| Redeemable preferred stock – subject to redemption: $0 par value; 20,000,000 shares authorized; 13,256,936 and 13,456,936 shares issued and outstanding at December 31, 2021 and December 31, 2020 | 3,314,233 | 3,364,233 | ||||||
| Stockholders’ Deficit: | ||||||||
| Common stock: $0 par value, 500,000,000 shares authorized; 66,295,288 and 64,515,231 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 57,356,139 | 34,353,592 | ||||||
| Common stock to be issued | - | 8,088,474 | ||||||
| Additional paid-in capital | 13,524,247 | 13,755,891 | ||||||
| Accumulated deficit | (74,296,898 | ) | (68,410,028 | ) | ||||
| Total stockholders’ deficit | (3,314,512 | ) | (12,212,071 | ) | ||||
| Non-controlling interest | (35,442 | ) | (35,442 | ) | ||||
| Total deficit | (3,349,954 | ) | (12,247,513 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 11,953,835 | $ | 3,702,066 | ||||
SQL Technologies Corp. and Subsidiary
Unaudited Consolidated Statements of Operations
| For the Year Ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Revenue | $ | 43,109 | $ | 258,376 | ||||
| Cost of revenues | (149,286 | ) | (503,033 | ) | ||||
| Gross (loss) | (106,177 | ) | (244,657 | ) | ||||
| Selling, general and administrative expenses | 5,081,906 | 8,741,320 | ||||||
| Loss from operations | (5,188,083 | ) | (8,985,977 | ) | ||||
| Other income / (expense) | ||||||||
| Interest expense | (560,418 | ) | (515,515 | ) | ||||
| Other income, Loan forgiveness | 10,000 | 257,468 | ||||||
| Gain on exchange | 8,051 | 408 | ||||||
| Interest income | 36 | 1,511 | ||||||
| Total other income (expense), net | (542,331 | ) | (256,128 | ) | ||||
| Net loss including noncontrolling interest | (5,730,414 | ) | (9,242,105 | ) | ||||
| — | ||||||||
| Preferred dividends | 129,456 | 130,206 | ||||||
| Net loss attributed to common shareholders | $ | (5,859,870 | ) | $ | (9,372,311 | ) | ||
| Net loss per share - basic and diluted | $ | (0.09 | ) | $ | (0.15 | ) | ||
| Weighted average number of common shares outstanding during the year – basic and diluted | 64,943,703 | 62,754,177 | ||||||
SQL Technologies Corp. and Subsidiary
Unaudited Consolidated Statements of Cash Flows
| For the Year Ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss attributable to SQL Technologies | $ | (5,730,414 | ) | $ | (9,242,105 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 42,025 | 74,277 | ||||||
| Amortization of patent | 42,262 | 32,032 | ||||||
| (Other income), Loan forgiveness | (10,000 | ) | (257,468 | ) | ||||
| Non-cash equity-based compensation expense | 464,953 | 5,188,428 | ||||||
| Non-cash equity-based compensation expense, related party | 998,080 | |||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | 1,428 | 417,994 | ||||||
| Prepaid expenses | (40,902 | ) | 5,629 | |||||
| Inventory | - | 325,357 | ||||||
| Right-to-use assets | - | 54,112 | ||||||
| Other assets | - | 16,080 | ||||||
| Royalty obligation | (500,000 | ) | (87,508 | ) | ||||
| Lease, current | (53,210 | ) | ||||||
| Accounts payable | (58,651 | ) | 158,468 | |||||
| Accrued expenses | 88,464 | 358,621 | ||||||
| Net cash used in operating activities | (4,627,755 | ) | (3,129,293 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | - | (15,336 | ) | |||||
| Payment of patent costs | (179,203 | ) | (94,540 | ) | ||||
| Net cash used in investing activities | (179,203 | ) | (109,876 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from common stock issuance | 13,039,396 | 100,009 | ||||||
| Proceeds from exercise of warrants | - | 2,025,000 | ||||||
| Proceeds from exercise of options | 130,000 | - | ||||||
| Proceeds from - PPP1 notes payable | 178,235 | 279,500 | ||||||
| Proceeds from - EIDL notes payable | - | 150,000 | ||||||
| Proceeds from issuance of convertible notes | 50,000 | 1,250,000 | ||||||
| Dividends paid | (129,456 | ) | (130,206 | ) | ||||
| Principal repayments of – PPP1 note payable | (839 | ) | — | |||||
| Principal repayments on note | (343,000 | ) | — | |||||
| Net cash provided by financing activities | 12,924,336 | 3,674,303 | ||||||
| Increase (Decrease) cash and cash equivalents | 8,117,378 | 435,134 | ||||||
| Cash and cash equivalents at beginning of period | 2,308,871 | 1,873,737 | ||||||
| Cash and cash equivalents at end of period | $ | 10,426,249 | $ | 2,308,871 | ||||
| Supplementary disclosure of non-cash financing activities: | ||||||||
| Issuance of common stock listed as “to be issued” in prior year | 8,088,474 | - | ||||||
| Reclassed of accrued interest to note | 442,150 | - | ||||||
| Stock issuance, placement fees | 502,040 | - | ||||||
| Preferred stock conversion to common | 50,000 | - | ||||||
| Stock issuance, cashless exercise of warrants | 74,375 | - | ||||||
| Cash paid during the year for: | ||||||||
| Interest | $ | 560,418 | $ | 515,515 | ||||