SKYX Platforms Corp 10-Q for FY2024 Q3
SKYX Platforms Corp. (SKYX)
About this 10-Q
SKYX Platforms Corp filed this 10-Q on November 12, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $22.17M
- up 2.6% from $21.62M a year earlier
- Net loss
- $8.62M
- compared with a net loss of $7.18M a year earlier
- Diluted EPS
- -$0.08
- 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
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
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(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 | ||
| The
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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
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
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 November 1, 2024, 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, which have outcomes that are difficult to predict and may be outside our control, which 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 integrate and 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 tax; | |
| ● | 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 Israel-Gaza-Lebanon war and, potentially deteriorating relationships with China, 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 information systems, including our cloud-based infrastructure; | |
| ● | risks related to our use of artificial intelligence capabilities in our product offerings, including operational 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; and | |
| ● | the potential impact of anti-takeover and director and officer liability provisions in our charter documents and under Florida law. |
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, 2023 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) September 30, 2024 | (Audited) December 31, 2023 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable | ||||||||
| Inventory, net | ||||||||
| Deferred cost of revenues | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Other assets: | ||||||||
| Property and equipment, net | ||||||||
| Restricted cash | ||||||||
| Right of use assets | ||||||||
| Intangibles, definite life | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total other assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses-related party | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Notes payable, current | ||||||||
| Operating lease liabilities, current | ||||||||
| Royalty obligation | ||||||||
| Consideration payable | ||||||||
| Deferred revenues | ||||||||
| Convertible notes, current-related parties | ||||||||
| Convertible notes, current | ||||||||
| Convertible notes, current | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Long term accounts payable and accrued expenses | ||||||||
| Notes payable | ||||||||
| Consideration payable | ||||||||
| Operating lease liabilities | ||||||||
| Convertible notes | ||||||||
| Convertible notes related parties | ||||||||
| Convertible notes | ||||||||
| Royalty obligations | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Common stock and additional paid-in-capital: $ par value, shares authorized; and and shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ||||||||
| Total stockholders’ equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
SKYX Platforms Corp.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| For the three-months ended September 30, | For the nine-months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | $ | ||||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit loss | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total expenses, net | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income / (expense) | ||||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on extinguishment of debt | ||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive loss: | ||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Net comprehensive 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
(Unaudited)
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Shares of common stock | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Balance, beginning of period | ||||||||||||||||
| Common stock issued pursuant to offerings | ||||||||||||||||
| Common stock issued pursuant to acquisition | ||||||||||||||||
| Common stock issued pursuant to extinguishment of debt | ||||||||||||||||
| Common stock issued pursuant to exercise of options | ||||||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||||||
| Common stock issued pursuant to services | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Balance, September 30 | ||||||||||||||||
| Common stock and paid-in capital | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Common stock issued pursuant to offerings | ||||||||||||||||
| Common stock issued pursuant to services | ||||||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||||||
| Common stock issued pursuant to acquisition | ||||||||||||||||
| Common stock issued pursuant to exercise of options | ||||||||||||||||
| Common stock issued pursuant to extinguishment of debt | ||||||||||||||||
| Debt discount | ||||||||||||||||
| Balance, September 30 | $ | $ | $ | $ | ||||||||||||
| Accumulated Deficit | ||||||||||||||||
| Balance, beginning of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Accumulated other comprehensive loss | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ( | ) | ||||||||||
| $ | $ | $ | $ | ( | ) | |||||||||||
| Other comprehensive income | ||||||||||||||||
| Balance, end of period | ||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Total stockholders’ equity | $ | $ | $ | $ | ||||||||||||
| $ | $ | $ | $ | |||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 6 |
SKYX Platforms Corp.
Consolidated Statements of Cash Flows
(Unaudited)
| 2024 | 2023 | |||||||
| For the nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| Impairment of intangible assets | ||||||||
| Gain on forgiveness of debt | ( | ) | ||||||
| Non-cash equity-based compensation expense | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Deferred charges | ( | ) | ||||||
| Deferred revenues | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Accretion operating lease liabilities | ||||||||
| Other assets | ||||||||
| Royalty obligation | ( | ) | ||||||
| Consideration payable | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of debt securities | ( | ) | ||||||
| Proceeds from disposition of debt securities | ||||||||
| Acquisition, net of cash acquired | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock- offerings | ||||||||
| Placement costs | ( | ) | ( | ) | ||||
| Proceeds from line of credit | ||||||||
| Proceeds from anticipated issuance of preferred stock | ||||||||
| Proceeds from anticipated issuance of preferred stock-related parties | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Principal repayments of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents, and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
Supplementary disclosure of non-cash financing activities: | ||||||||
| Substitution of consideration payable to convertible notes | $ | $ | ||||||
| Substitution of royalty payable to convertible notes | ||||||||
| Business acquisition: | ||||||||
| Assets acquiring excluding identifiable intangible assets and goodwill and cash | ||||||||
| Liabilities assumed and consideration payable | ||||||||
| Identifiable intangible assets and goodwill | ||||||||
| Debt discount | ||||||||
| Common stock issued pursuant to antidilutive provisions | ||||||||
| Fair value of shares issued pursuant to acquisition | $ | |||||||
| Common stock pursuant to extinguishment of debt | ||||||||
| Right-of-use assets and operating lease liabilities | ||||||||
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.
Going Concern
The
Company’s liquidity sources include $
Management intends to mitigate such conditions by supporting its continued growth, decreasing its cash used in operating activities through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary, generate cash provided by financing activities through its at the market (“ATM”) offering or other equity or debt financing means.
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 September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 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, 2023 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 Form 10-K for the fiscal year ended December 31, 2023 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 one of its subsidiaries, SQL Lighting and Fans LLC from January 1, 2023 and the results from its remaining subsidiaries, Belami, Inc., BEC, CA 1, Inc., BEC CA 2, LLC, Luna BEC, Inc., and Confero Group LLC from April 28, 2023. 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. On September 30, 2024, and December 31, 2023, the Company’s cash composition was follows:
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
| September 30, 2024 | December 31, 2023 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
Restricted Cash
The
Company issued a letter of credit of $
Customer Contracts Balances
Accounts
receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivables
are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon
an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from
third-party payers and are paid within a few days from the order date. The Company determines the allowance based upon individual accounts
when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently
available evidence. As of September 30, 2024, and December 31, 2023, the Company’s allowance for doubtful accounts was $
The Company determines an allowance for sales returns based upon historical experience. As of September 30, 2024,
and December 31, 2023, the Company’s allowance for sales returns was $
The
Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement
date. Such amounts are recognized as deferred revenues in the accompanying balance sheet. Deferred revenues amounted to $
The
costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include
the carrying value of related inventory, freight, and sales charges. The deferred charges amounted to $
Inventory
Inventories are stated at the lower of cost, 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. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand.
SCHEDULE OF INVENTORY
| September 30, 2024 | December 31, 2023 | |||||||
| Inventory, component parts | $ | $ | ||||||
| Inventory, finished goods | ||||||||
| Allowance | ( | ) | ( | ) | ||||
| Inventory-total | $ | $ | ||||||
The
Company will maintain an allowance based on specific inventory items that have shown no activity over a reasonable period. The Company
tracks inventory as it is repurposed, disposed, scrapped, or sold at below cost to determine whether additional items on hand should
be reduced in value through an allowance method. The Company has recorded an allowance of $
| 9 |
GE Agreements
The Company has the following agreements with General Electric (“GE”) related to the Company’s products.
| A U.S. and Global Licensing and Master Service Agreement dated December 4, 2023, which replaced a prior agreement with similar terms. The agreement expires on December 4, 2028 and includes automatic renewal provisions. Pursuant to such agreement, GE’s licensing team has the rights to exclusively license certain of the Company’s Standard and Smart plug-and-play products set forth in a statement of work in the U.S. and worldwide. Pursuant to the agreement, the Company expects that GE’s licensing team will seek and arrange licensee partners for our products in the U.S. and globally, including negotiating agreement terms, managing contracts, collecting payments, auditing partners, assisting with patent strategy and protection, and assisting in auditing product quality control under the “Nine Sigma” guidelines. For products licensed to third parties, the Company and GE will each receive a specified percentage of the revenue earned from such licensing, unless otherwise provided in the applicable statement of work. | |
| The
second agreement consists of a letter agreement dated November 28, 2023, as amended on April 11, 2024. The agreement expires on December
15, 2027 and includes a Repayment Plan Under U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expired
November 30, 2023, between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. Under this new payment arrangement, the
Company pays royalty payment obligation of $ |
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 three- and nine-month ended September 30, 2024, and 2023, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented.
SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS
| September 30, 2024 | September 30, 2023 | |||||||
| Stock warrants | ||||||||
| Stock options | ||||||||
| Unvested restricted stock | ||||||||
| Convertible notes | ||||||||
| Preferred stock | ||||||||
| Total | ||||||||
| Anti-dilutive securities | ||||||||
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements.
| 10 |
NOTE 3 PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SCHEDULE OF FURNITURE AND EQUIPMENT
| September 30, 2024 | December 31, 2023 | |||||||
| Equipment and furniture | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total, net | $ | $ | ||||||
Depreciation
expense amounted to $
NOTE 4 INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| September 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||||
| 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 on intangible assets amounted to $
During
the quarter ended September 30, 2024, the Company evaluated the effectiveness of the E-commerce technology platforms it acquired in 2023.
Management determined that revenues could increase without increasing its operating expenses (and potentially decrease its general and
administrative expenses) using a different E-commerce technology platform. Management believes it will discontinue using its legacy platforms
and deploy a new E-commerce technology platform by October 1, 2025. Accordingly, the estimated useful life of its legacy platforms decreased
from
The following table sets forth the estimated amortization expense for the next five years:
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE
| Twelve months ended September 30: | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 11 |
NOTE 5 DEBTS
The following table presents the details of the principal outstanding:
SCHEDULE OF DEBT
| September 30, 2024 | December 31, 2023 | APR at September 30, 2024 | Maturity | Collateral | ||||||||||||||
| Convertible Notes (b,c) | % | Substantially all company assets | ||||||||||||||||
| Notes payable to financial institutions and others(a) | % | Substantially all Company assets | ||||||||||||||||
| Notes payable to Belami sellers | % | – | ||||||||||||||||
| Total | $ | $ | ||||||||||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||||||||||||
| Debt, net of Unamortized debt Discount | $ | $ | ||||||||||||||||
SCHEDULE OF INTEREST EXPENSE DEBT
| For the nine-month period ended | ||||||||
| September 30, 2024 | September 30, 2023 | |||||||
| Interest expense | $ | $ | ||||||
As of September 30, 2024, the expected future principal payments for the Company’s debt are due as follows:
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS
| Twelve months ended September 30, 2025 | $ | |||
| Twelve months ended September 30, 2026 | ||||
| Twelve months ended September 30, 2027 | ||||
| Twelve months ended September 30, 2028 | ||||
| Twelve months ended September 30, 2029 and thereafter | ||||
| Total | $ |
| (a) | ||
| (b) | ||
| During
2023, the Company issued convertible promissory notes for $ |
| 12 |
| (c) | ||
| Additionally,
the convertible promissory notes include a $ |
NOTE 6 OPERATING LEASE LIABILITIES
In
April 2022, the Company entered into a 58-month lease related to certain office and showroom space pursuant to a sublease that expires
in February 2027. The Company recognized a right-of-use asset and a liability of $
In
September 2022, the Company entered a 124-month lease related to its future headquarters offices and showrooms space. The Company
recognized a right-of-use asset and a liability of $
The following table outlines the total lease cost for the Company’s operating leases as well as weighed average information for these leases as of September 30, 2024:
SCHEDULE OF LEASE COST OPERATING LEASE
| Nine Month Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for new operating lease obligations | $ | $ | ||||||
| Fixed rent payments | ||||||||
| Lease – Depreciation expense | $ | $ | ||||||
| Weighted-average discount rate | % | % | ||||||
| Weighted-average remaining lease term (in months) | ||||||||
SCHEDULE OF MINIMUM LEASE OBLIGATION
| Minimum Lease obligation | ||||
| Twelve months ended September 30, 2025 | $ | |||
| Twelve months ended September 30, 2026 | ||||
| Twelve months ended September 30, 2027 | ||||
| Twelve months ended September 30, 2028 | ||||
| Twelve months ended September 30, 2029 and thereafter | ||||
| Total | $ | |||
SCHEDULE OF INTEREST EXPENSE LEASE LIABILITIES
| For the nine-month period ended | ||||||||
| September 30, 2024 | September 30, 2023 | |||||||
| Interest expense | $ | $ | ||||||
| 13 |
NOTE 7 ROYALTY OBLIGATIONS
The Company had a license agreement with General Electric (“GE”) which provided, among other things, for rights to market certain of the Company’s products displaying the GE brand in consideration of royalty payments to GE. The agreement expired in 2023.
The
Company owes $
NOTE 8 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
SCHEDULE OF ACCRUED EXPENSES
| September 30, 2024 | December 31, 2023 | |||||||
| Accrued interest, convertible notes | $ | $ | ||||||
| Funds received in anticipation of closing of Preferred shares | ||||||||
| Trade payables | ||||||||
| Accrued compensation | ||||||||
| Total | $ | $ | ||||||
NOTE 9 RELATED PARTY TRANSACTIONS
Convertible Notes
Convertible
notes due to related parties represent amounts provided to the Company from a director and the Company’s Co-Chief Executive Officers.
The outstanding principal on the convertible promissory notes, associated with related parties was $
Series A Preferred Stock
The
Company received $
NOTE 10 STOCKHOLDERS’ EQUITY
(A) Common Stock
The Company issued the following common stock during the nine months ended September 30, 2024, and 2023:
SCHEDULE OF COMMON STOCK
| Transaction Type | Shares Issued | Valuation $ | Range of Value Per Share | |||||||||
| 2024 Equity Transactions | ||||||||||||
| Common stock issued, pursuant to services provided | $ | - | ||||||||||
| Common stock issued pursuant to stock at the market offering, net | - | |||||||||||
| Common stock issued pursuant to exercise of options, net | ||||||||||||
| Common stock issued pursuant to acquisition (1) | – | – | ||||||||||
| Transaction Type | Shares Issued | Valuation $ | Range of Value Per Share | |||||||||
| 2023 Equity Transactions | ||||||||||||
| Common stock issued, pursuant to services provided | $ | - | ||||||||||
| Common stock issued pursuant to stock at the market offering, net | - | |||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||
| Common stock issued pursuant to acquisition | ||||||||||||
| Common stock issued pursuant to extinguishment of debt | ||||||||||||
As
of September 30, 2024, the remaining amount to be used under the ATM offering program is $
| (1) |
| 14 |
(B) Preferred Stock
The following is a summary of the Company’s Preferred Stock activity during the nine months ended September 30, 2023:
SCHEDULE OF PREFERRED STOCK ACTIVITY
| Transaction Type | Quantity | Carrying Value | Value per Share | |||||||||
| Preferred Stock Balance at January 1, 2023 | $ | $ | ||||||||||
| 2023 Preferred Stock redemptions | ||||||||||||
| Preferred Stock Balance at September 30, 2023 | $ | $ | ||||||||||
The Series A Preferred Stock was convertible at the holder’s option. The Company could repurchase shares of the Preferred Stock for $- per share. Holders also had a put option, allowing them to sell their shares of Preferred Stock back to the Company at $0.25 per share, and therefore the stock was classified as Mezzanine equity rather than permanent equity. This Series A Preferred Stock was retired during 2023.
During October 2024, the Company completed its authorization of the issuance of shares of newly authorized Series A Preferred Stock and Series A-1 Preferred Stock. The designations of each class of preferred stock are as follows:
Series A Preferred Stock:
| ● | Cumulative
dividend of | |
| ● | Original issue price of $ per share; | |
| ● | Conversion
option at the holder’s option at $ | |
| ● | Redemption
at the price of $ per share at | |
| ● | Voting rights on as converted basis. |
Series A-1 Preferred Stock:
| ● | Cumulative
dividend of | |
| ● | Original issue price of $ per share; | |
| ● | Conversion
option at the holder’s option at $ | |
| ● | Redemption
at the price of $ per share at | |
| ● | Voting rights on as converted basis. |
(C) Stock Options
SCHEDULE OF STOCK OPTION ACTIVITY
| Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (In Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding, January 1, 2024 | $ | –– | $ | |||||||||||||
| Exercised | –– | –– | ||||||||||||||
| Granted | –– | –– | ||||||||||||||
| Forfeited | ( | ) | — | — | ||||||||||||
| Awards expired | $ | - | - | |||||||||||||
| Outstanding, September 30, 2024 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2024 | $ | $ | ||||||||||||||
| 15 |
| Options | Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (In Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding, January 1, 2023 | $ | - | $ | |||||||||||||
| Awards Granted in Period | - | - | ||||||||||||||
| Awards expired | ( | ) | $ | - | - | |||||||||||
| Outstanding, September 30, 2023 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2023 | $ | $ | ||||||||||||||
SCHEDULE OF BLACK SCHOLES PRICING MODEL
| September 30, 2024 | September 30, 2023 | |||||||
| Range | Range | |||||||
| Stock price | $ | - | $ | - | ||||
| Exercise price | $ | - | $ | - | ||||
| Expected life (in years) | - yrs. | - yrs. | ||||||
| Volatility | – | % | - | % | ||||
| Risk-fee interest rate | - | % | - | % | ||||
| Dividend yield | ||||||||
The Company does not have historical stock prices that can be reliably determined for a period that is at least equal to the expected terms of its options. The expected options terms are years, and its historical period is years. The Company relies 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 exceeds the period of the Company’s historical volatility data.
Unamortized
future option expense was $
(D) Warrants Issued
The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2024 and 2023:
SCHEDULE OF WARRANT ACTIVITY
Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, January 1, 2024 | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Forfeited | ( | ) | ||||||
| Balance, September 30, 2024 | $ | |||||||
| 16 |
Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, January 1, 2023 | $ | |||||||
| Issued | ||||||||
| Exercised | ||||||||
| Forfeited | ||||||||
| Balance, September 30, 2023 | $ | |||||||
During
the nine months ended September 30, 2024, the Company did not issue any warrants. During the nine months ended September 30, 2023, as
an inducement to enter certain financing transactions, the Company issued
(E) Restricted stock units
A summary of the Company’s non-vested restricted stock units during the nine months ended September 30, 2024 and 2023 are as follows:
SCHEDULE OF NON-VESTED RESTRICTED STOCK
| Shares | Weighted Average Grant Due Fair Value | |||||||
| Non-vested restricted stock units, January 1, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-Vested restricted stock units, September 30, 2024 | ||||||||
| Non-vested restricted stock units, January 1, 2023 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-vested restricted stock units on September 30, 2023 | ||||||||
The weighted-average remaining contractual life of the restricted units as of September 30, 2024, is years.
One RSU and RSA give the right to receive one share of the Company’s common stock. RSU and RSAs that vest based on service and performance are measured based on the fair values of the underlying stock on the date of grant. The Company used a Lattice model to determine the fair value of the RSU with a market condition. Compensation with respect to RSU and RSA awards is expensed on a straight-line basis over the vesting period.
During the nine-month ended September 30, 2024, and 2023, the Company recognized compensation expenses of $ , and $, respectively, related to RSUs and RSAs.
NOTE 11 CONCENTRATIONS OF RISKS
Major Customers and Accounts Receivable
The
Company had no customers whose revenue individually represented 10% or more of the Company’s total revenue during the nine-month
period ended September 30, 2024, and 2023. The Company had two customers with accounts receivable balances aggregating representing
| 17 |
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.
NOTE 12 PROFORMA FINANCIAL STATEMENTS (unaudited)
The following pro forma consolidated results of operations have been prepared as if the acquisition occurred on January 1, 2023:
SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION
| Nine-month period ended September 30, | ||||
| 2023 | ||||
| Revenues | $ | |||
| Net loss | $ | ( | ) | |
| Basic and diluted loss per share | $ | ) | ||
| Weighted average number of shares outstanding- basic and diluted | ||||
These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results to reflect, among other things, 1) additional amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been applied, 2) the shares issued and issuable by the Company to acquire Belami, 3) fair value of the initial grant and options to Belami employees, and 4) the increase in interest expense related to the issuance of convertible notes payable, including amortization of debt discount. Furthermore, it excludes transaction costs related to the Belami acquisition. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that would have resulted had the acquisition occurred on the date indicated or that may result in the future.
NOTE 13 SUBSEQUENT EVENTS
Management has evaluated subsequent events through November 12, 2024, which is 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 unaudited consolidated financial statements other than the following:
The
Company generated proceeds of $
| 18 |
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, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023. 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, 2023, 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 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, 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 2024. We expect to manufacture the additional product offerings within the next six months. We hold over 97 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories of Canada (cUL) and Conformité Européenne (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.
Inflation and related risk of recession increased during 2022 and have continued to impact operations during 2023 and 2024. Inflationary factors, such as increases in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience some effect in the near future (especially if inflation rates continue to rise). In addition, we may be negatively impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical conflicts, instability in the global banking system, employee availability and wage increases.
The Israel-Hamas-Lebanon war may adversely impact our operations in the near future. We have a number of developers working in Israel. If such individuals are called for service or this war escalates regionally, it may create work interruptions leading to longer periods between releases of offering improvements and increased costs.
During April 2023, we completed the previously announced acquisition of all the issued and outstanding shares of Belami, a strategic e-commerce lighting and home décor conglomerate. The Company paid cash and issued an aggregate of 3,776,706 shares of our common stock as consideration for the acquisition. The Company expects that Belami will serve as a marketing and growth platform and should provide several distribution channels for our products, including to retail customers, builders, and professionals.
In connection with the acquisition, the Company engaged in private placements of its securities during the first quarter of 2023, pursuant to which the Company issued and sold (i) subordinated secured convertible promissory notes in the aggregate principal amount of $10.35 million and (ii) warrants to purchase an aggregate of up to 1,391,667 shares of the Company’s common stock. The proceeds were used to fund the cash component of the Belami acquisition and to pay certain transaction expenses in connection with the acquisition and the private placements.
| 19 |
Recent Developments
In March 2024, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the stock purchase agreement for the acquisition of Belami. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the sellers on the first anniversary of the closing of the Belami acquisition. Each seller received a Seller Note in an amount of $1,039,303 on the same date. In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on May 16, 2025, and can be converted by the sellers into shares of our common stock at any time at $3.00 per share of our common stock. The Seller Notes include customary events of default accelerating maturity, including a breach of the Company’s covenants, representations, and warranties under the Belami stock purchase agreement and a change of control of Belami. The letter agreement further provided that the Company would perform all other obligations arising on the first anniversary of the closing, including issuance of shares of common stock due to sellers, and that on such date the non-fundamental representations and warranties will expire, and the Company would release $750,000 held in escrow. In April 2024, the Company issued an aggregate of 1,853,421 shares of common stock to the sellers and released the escrow amount.
On April 11, 2024, the Company entered into an amendment to the letter agreement previously entered into with GE Trademark Licensing, Inc. (“GE-TL”) in December 2023, which extended the deadline for the Company to issue the convertible note to GE-TL to May 1, 2024, and also issued a three-year, $1.0 million convertible note to GE-TL, thereby reducing obligations due in 2027 by $400,000. The note does not bear interest, and the principal amount of the note is convertible into shares of the Company’s common stock at any time at the option of the holder at $1.07 per share.
During the second quarter of 2023, we began our at the market offering (“ATM”) pursuant to which we may sell up to $20 million of shares of our common stock.
During October 2024, the Company completed its authorization of the issuance of 440,000 shares each of newly authorized Series A Preferred Stock and Series A-1 Preferred Stock which generated proceeds of $11.0 million.
The designations of each class of preferred stock are as follows:
Series A Preferred Stock:
| ● | Cumulative dividend of 8% annually, 12% if paid after dividend date; | |
| ● | Original issue price of $25 per share; | |
| ● | Conversion option at the holder’s option at $2 per share, with subsequent equity offering reset provision of no less than $1.20 per share; | |
| ● | Redemption at the price of $25 per share at the Company’s option after 5 years or upon change of control (substantially outside the control of the holder) | |
| ● | Voting rights on as converted basis. |
Series A-1 Preferred Stock:
| ● | Cumulative dividend of 8% annually, 12% if paid after dividend date; | |
| ● | Original issue price of $25 per share; | |
| ● | Conversion option at the holder’s option at $2 per share, with subsequent equity offering reset provision of no less than $1.20 per share; | |
| ● | Redemption at the price of $25 per share at the Company’s option after three years or upon change of control (substantially outside the control of the holder) | |
| ● | Voting rights on as converted basis. |
| 20 |
Results of Operations
Comparison of the Three and Nine months Ended September 30, 2024, and 2023
| Three months ended September 30, | Increase/ | Increase/ | Nine months ended September 30, | Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024($) | 2023($) | Decrease $ | Decrease % | 2024($) | 2023($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| Revenue | 22,168,919 | 21,617,579 | 551,340 | 3 | 62,592,888 | 36,611,659 | 25,981,229 | 71 | ||||||||||||||||||||||||
| Cost of revenues | 15,327,319 | 14,917,493 | 409,826 | 3 | 43,596,611 | 25,207,604 | 18,389,007 | 73 | ||||||||||||||||||||||||
| Gross profit | 6,841,600 | 6,700,086 | 141,514 | 2 | 18,996,277 | 11,404,055 | 7,592,222 | 67 | ||||||||||||||||||||||||
| Selling and marketing expenses | 6,275,742 | 5,702,647 | 573,095 | 10 | 19,074,266 | 12,546,736 | 6,527,530 | 52 | ||||||||||||||||||||||||
| General and administrative expenses | 8,171,293 | 7,519,042 | 662,251 | 9 | 22,651,096 | 24,869,910 | (2,218,814 | ) | (9 | ) | ||||||||||||||||||||||
| Total expenses | 14,447,035 | 13,221,689 | 1,225,346 | 9 | 41,725,362 | 37,416,646 | 4,308,716 | 12 | ||||||||||||||||||||||||
| Operating loss | (7,605,435 | ) | (6,521,603 | ) | 1,083,832 | 17 | (22,729,085 | ) | (26,012,591 | ) | (3,283,506 | ) | (13 | ) | ||||||||||||||||||
| Other income / (expense) | - | |||||||||||||||||||||||||||||||
| Interest expense, net | (1,015,871 | ) | (662,173 | ) | (353,698 | ) | 53 | (3,031,371 | ) | (2,601,526 | ) | (429,845 | ) | 17 | ||||||||||||||||||
| Gain on extinguishment of debt | - | - | - | (1,201,857 | ) | (1,201,857 | ) | (100 | ) | |||||||||||||||||||||||
| Total other income (expense), net | (1,015,871 | ) | (662,173 | ) | (353,698 | ) | NM | (3,031,371 | ) | (1,399,669 | ) | (1,631,702 | ) | 117 | ||||||||||||||||||
| - | ||||||||||||||||||||||||||||||||
| Net loss | (8,621,306 | ) | (7,183,776 | ) | (1,437,530 | ) | 20 | (25,760,456 | ) | (27,412,260 | ) | (1,651,804 | ) | (6 | ) | |||||||||||||||||
NM: Not meaningful
Revenue
Three months ended September 30, |
Increase/ | Increase/ | Nine months ended September 30, |
Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024($) | 2023($) | Decrease $ | Decrease % | 2024($) | 2023($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| Revenue | 22,168,919 | 21,617,579 | 551,340 | 3 | 62,592,888 | 36,611,659 | 25,981,229 | 71 | ||||||||||||||||||||||||
The increase in revenues during the three-month period ended September 30, 2024 is primarily due increased weighted average price of lighting and heating products offset by a decrease of units sold. The increase in revenues during the nine-month period ended September 30, 2024 is primarily due to revenues from products marketed by Belami which was acquired on April 28, 2023.
We believe that revenues will be higher in 2024 than in 2023, primarily resulting from revenues from Belami, which was acquired in April 2023 and the sale of our advanced and smart products. We believe that our revenues will be higher in 2025 than in 2024 primarily resulting from revenues from the sale of our advanced and smart products.
| 21 |
Cost of Revenues
Three months ended September 30, |
Increase/ | Increase/ | Nine
months ended September 30, |
Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024 ($) | 2023 ($) | Decrease $ | Decrease % | 2024 ($) | 2023 ($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| Cost of revenues | 15,327,319 | 14,917,493 | 409,826 | 3 | 43,596,611 | 25,207,604 | 18,389,007 | 73 | ||||||||||||||||||||||||
The cost of revenue consists primarily of costs associated with selling the products marketed by Belami. The increase in cost of revenues during the 2024 interim periods is commensurate with the increase in revenues and is primarily due to costs associated with revenues from products marketed by Belami which was acquired on April 28, 2023.
We believe that the cost of revenues will increase in 2024 compared to 2023, commensurate with an anticipated increase in revenues.
Sales and Marketing Expenses
| Three
months ended September 30, |
Increase/ | Increase/ | Nine
months ended September 30, |
Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024 ($) | 2023 ($) | Decrease $ | Decrease % | 2024 ($) | 2023 ($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| Selling and marketing expenses | 6,275,742 | 5,702,647 | 573,095 | 10 | 19,074,266 | 12,546,736 | 6,527,530 | 52 | ||||||||||||||||||||||||
Sales and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs.
The increase in selling and marketing expenses during the three-month period ended September 30, 2024 is primarily due to increased marketing programs expenses. The increase in selling and marketing expenses during the nine-month period ended September 30, 2024 is primarily due to such expenses increasing following the acquisition of Belami on April 28, 2023
General and Administrative Expenses
| Three month ended September 30, | Increase/ | Increase/ | Nine months ended September 30, | Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024 ($) | 2023 ($) | Decrease $ | Decrease % | 2024 ($) | 2023 ($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| General and administrative expenses | 8,171,293 | 7,519,042 | 662,251 | 9 | 22,651,096 | 24,869,910 | (2,218,814 | ) | (9 | ) | ||||||||||||||||||||||
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 increase in general and administrative expenses during the three-month period ended September 30, 2024 is primarily due to the following:
| ● | Nonrecurring impairment charge of $1.1 million of our E-commerce technology platforms which will be discontinued in September 2025 which will be replaced by a new platform expected to increase our revenues and possibly decrease our general and administrative expenses, offset by a decrease in share-based payments. |
The decrease in general, and administrative expenses during the nine-month period ended September 30, 2024 primarily due to the following:
| ● | Decreased share-based payments resulting from greater issuance of shares to employees following the acquisition of Belami, Inc. during the second quarter of 2023; | |
| ● | Offset by increased amortization of intangibles which were amortized over nine months during 2024 and five months during 2023, following the acquisition of Belami in April 2023. The increase of depreciation and amortization expenses of $1.0 million primarily related to increased intangibles acquired during the second quarter of 2023. Additionally, we recognized an impairment expense of $1.1 million during the quarter ended September 30, 2024. |
We believe that our operating expenses will be higher during 2024 when compared to 2023 as we continue to invest to support our anticipated growth which now includes such expenses related to Belami’s operations following its acquisition.
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Other Income (Expense)
| Three-month ended September 30, | Increase/ | Increase/ | Nine-month ended September 30, | Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024($) | 2023($) | Decrease $ | Decrease % | 2024($) | 2023($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| Interest expense, net | (1,015,871 | ) | (662,173 | ) | 353,697 | 53 | (3,031,374 | ) | (2,601,526 | ) | 429,848 | 17 | ||||||||||||||||||||
The increase in interest expense during the interim 2024 periods resulted primarily from interest charges related to increased interest-bearing weighted average debt in the current periods when compared to the prior year periods.
Three-month ended September 30, | Increase/ | Increase/ | Nine-month ended September 30, | Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2024($) | 2023($) | Decrease $ | Decrease % | 2024($) | 2023($) | Decrease $ | Decrease % | |||||||||||||||||||||||||
| Gain on extinguishment of debt | - | - | - | - | - | 1,201,857 | (1,201,857 | ) | (100 | ) | ||||||||||||||||||||||
The decrease in gain on extinguishment of debt is due to a non-recurring gain on extinguishment of debt which occurred during the second quarter of 2023.
Liquidity and Capital Resources
As of September 30, 2024, and 2023, we had $13.0 million and $22.1 million in cash, cash equivalents, and restricted cash, respectively.
We have raised additional funds through the sale of our common stock for gross proceeds of $4.4 million pursuant to placements and offerings during the nine-month period ended September 30, 2024.
These offerings included shares sold pursuant to our ATM offering program which provides us with additional access to capital, as needed, subject to market conditions. During the three months ended September 30, 2024, we did not issue any shares of common stock under such program. From inception through September 30, 2024, we issued 7,894,899 shares of common stock under such a program for net proceeds of $13,795,059, net of brokerage fees and legal fees of $619,415. As of September 30, 2024, the remaining amount to be used under the ATM offering program is $5.9 million.
On October 4, 2024, we sold an aggregate of 440,000 shares of two series of preferred stock, resulting in total gross proceeds of $11.0 million, pursuant to (i) a Securities Purchase Agreement entered into with an accredited investor, pursuant to which such investor purchased an aggregate of 200,000 shares of Series A Preferred Stock, at a purchase price of $25.00 per share, and (ii) a Securities Purchase Agreement entered into with certain accredited investors, pursuant to which such investors purchased an aggregate of 240,000 shares of Series A-1 Preferred Stock, at a purchase price of $25.00 per share.
Our future capital requirements will depend on many factors, including the Belami integration of operations, our revenue growth rate, expenditures related to our headcount growth and manufacturing, 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 price at which we are able to purchase parts to incorporate in our product offerings, the introduction of platform enhancements, and the market adoption of our platforms. We may continue to enter 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.
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We owe approximately $15.6 million under fixed rate obligations as of September 30, 2024. In addition, we owe GE certain minimum royalty payments under a license agreement and other accrued expenses which amounted to $2.3 million as of September 30, 2024.
On March 29, 2024, we entered into a letter agreement with Belami sellers, modifying certain obligations under the Stock Purchase Agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the Sellers on the first anniversary of the Closing. Each Seller received a Seller Note in the amount of $1,039,303 on the same date. In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on May 16, 2025, and can be converted by the Sellers at any time at $3.00 per share of our common stock.
On September 23, 2024, the Company, through its wholly owned subsidiary, Belami, entered into a $3.5 million secured revolving line of credit (the “line of credit”) with a commercial bank, increasing, and renewing its previous revolving line of credit with such bank. The line of credit bears interest at a variable rate per annum equal to The Wall Street Journal Prime Rate, subject to a floor of 7.5% and ceiling of the maximum rate allowed under applicable law, payable monthly, and matures September 5, 2025. The line of credit is subject to customary default and acceleration provisions and to certain financial covenants, including working capital in excess of $1.75 million and a debt service coverage ratio in excess of 1.25 to 1.00 (calculated as described in the business loan agreement governing the line of credit). In addition, the Company agreed to guarantee Belami’s obligations under the line of credit, pursuant to a commercial guaranty agreement.
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 accounts receivable, inventory, net of trades payable, amounted to $(7.5) million and $(7.2) million as of September 30, 2024, and 2023, respectively.
During October 2024, the Company authorized the issuance of 440,000 shares of newly authorized Series A Preferred Stock and Series A-1 Preferred Stock which generated proceeds of $11.0 million. We received $2.3 million of such proceeds in September 2024. The designations of each class of preferred stock are as follows:
Series A Preferred Stock:
| ● | Cumulative dividend of 8% annually, 12% if paid after dividend date; | |
| ● | Original issue price of $25 per share; | |
| ● | Conversion option at the holder’s option at $2 per share, with a subsequent reset provision of $1.20 per share; | |
| ● | Redemption at the price of $25 per share at the Company’s option after 5 years or upon change of control (substantially outside the control of the holder) | |
| ● | Voting rights on as converted basis. |
Series A-1 Preferred Stock:
| ● | Cumulative dividend of 8% annually, 12% if paid after dividend date; | |
| ● | Original issue price of $25 per share; | |
| ● | Conversion option at the holder’s option at $2 per share, with a subsequent reset provision of $1.20 per share; | |
| ● | Redemption at the price of $25 per share at the Company’s option after three years or upon change of control (substantially outside the control of the holder) | |
| ● | Voting rights on as converted basis. |
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Please see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during the nine-month period ended September 30, 2024
| For the nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (25,760,456 | ) | $ | (27,412,260 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation, amortization, and impairment | 4,244,653 | 2,098,935 | ||||||
| Amortization of debt discount | 933,476 | 867,572 | ||||||
| Gain on forgiveness of debt | — | (1,201,857 | ) | |||||
| Non-cash equity-based compensation expense | 9,035,220 | 13,109,135 | ||||||
| Change in operating assets and liabilities: | ||||||||
| Working capital changes | (1,404,341 | ) | 2,446,112 | |||||
| Net cash used in operating activities | (12,951,448 | ) | (10,092,363 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from disposition of debt securities, net | — | 7,436,103 | ||||||
| Acquisition, net of cash acquired | — | (4,206,200 | ) | |||||
| Purchase of property and equipment | (536,014 | ) | (119,942 | ) | ||||
| Net cash used in investing activities | (536,014 | ) | 3,109,961 | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of equity instruments, net of costs | 4,337,795 | 8,231,529 | ||||||
| Proceeds from anticipated issuance of preferred stocks | 2,300,000 | — | ||||||
| Proceeds from issuance of debt instruments, net | (2,531,817 | ) | 11,400,395 | |||||
| Net cash provided by financing activities | 4,105,978 | 19,631,924 | ||||||
| (Decrease) increase in cash, cash equivalents and restricted cash | (9,381,484 | ) | 12,649,522 | |||||
| Cash, cash equivalents, and restricted cash at beginning of period | 22,430,253 | 9,461,597 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 13,048,769 | $ | 22,111,119 | ||||
The changes in working capital, net are primarily attributable to timing differences in accounts receivable, accounts payable related to operations and deferred revenues.
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Going Concern
The Company’s liquidity sources include $ 13.0 million in cash, cash equivalents and restricted cash, and $ 11.7 million of working capital deficit as of September 30, 2024. The Company has a history of recurring operating losses and its net cash used in operating activities amounted to $13.0 million and $10.1 million during the nine months ended September 30, 2024, and 2023, respectively. The Company has also generated net cash provided by financing activities of $4.1 million and $19.6 million during the nine months ended September 30, 2024 and 2023, respectively. Accordingly, the Company’s management cannot ascertain that there is no substantial doubt that it will be able to meet its obligations as they become due within one year after the date that its financial statements are issued.
Management intends to mitigate such conditions by supporting its continued growth, decreasing its cash used in operating activities through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary, generate cash provided by financing activities through its at the market offering or other equity or debt financing means.
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 primary 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 September 30, | For the nine-months ended September 30 | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net loss | $ | (8,621,306 | ) | $ | (7,183,776 | ) | $ | (25,760,456 | ) | $ | (27,412,260 | ) | ||||
| Share-based payments | 2,964,2856 | 2,470,601 | 9,035,221 | 13,109,035 | ||||||||||||
| Interest expense | 1,015,871 | 662,173 | 3,031,371 | 2,601,526 | ||||||||||||
| Impairment | 1,118,750 | — | 1,118,750 | — | ||||||||||||
| Depreciation, amortization | 928,794 | 1,067,203 | 3,125,903 | 2,098,935 | ||||||||||||
| Transaction costs | - | 123,000 | - | 516,601 | ||||||||||||
| EBITDA, as adjusted | $ | (2,593,606 | ) | $ | (2,860,779 | ) | $ | (9,449,211 | ) | $ | (9,086,063 | ) | ||||
Critical Accounting Policies
Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2023 contained in our Annual Report on Form 10-K for the year ended December 31, 2023. 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.
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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 September 30, 2024, and December 31, 2023, 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 Officers and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based upon the evaluation, our Principal Executive Officers and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.
Changes in Internal Controls Over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 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 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, 2023, other than as noted below. 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.
We have begun to incorporate artificial intelligence capabilities in our product offerings, which may present operational and reputational risks.
We are in the early stages of incorporating artificial intelligence (“AI”) capabilities into certain product offerings. These features may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, we could be subject to competitive risks, potential legal liability, and reputational harm, and our business, financial condition and results of operations may be adversely affected. The use of AI capabilities may also result in cybersecurity incidents, and any such cybersecurity incidents related to our use of AI capabilities could adversely affect our business. Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, and compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to use AI technologies in our products. There can be no assurance that the measures we have taken to mitigate the potential risks related to the use of AI technologies in our products will be sufficient. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or brand and reputational harm.
The issuance of shares of convertible preferred stock reduced the relative voting power of holders of our common stock, and the conversion of such stock into shares of common stock could materially dilute our stockholders.
Holders of our preferred stock are entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock. As a result, the issuance of the preferred stock effectively reduces the relative voting power of the holders of our common stock. In addition, the conversion of the preferred stock into shares of our common stock would dilute the ownership interest of existing holders of our common stock, and any sales in the public market of our common stock issuable upon conversion of the preferred stock could adversely affect prevailing market prices of our common stock. Sales by such holders of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
There are no unregistered sales of equity securities during the period covered by this report that were not previously reported in a Current Report on Form 8-K.
Issuer Purchases of Equity Securities
There were no share repurchases during the quarter ended September 30, 2024 other than shares repurchased to settle tax withholdings related to the vesting of restricted stock units.
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 September 30, 2024, none of the Company’s directors or executive officers
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Item 6. Exhibits
* Indicates management contract or any compensatory plan, contract, or arrangement.
+ 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: | November 12, 2024 | By: | /s/ John P. Campi | |
| John P. Campi, Co- Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| Date: | November 12, 2024 | By: | /s/ Leonard J. Sokolow | |
| Leonard J. Sokolow, Co-Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| Date: | November 12, 2024 | By: | /s/ Marc-Andre Boisseau | |
| Marc-Andre Boisseau, Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) | ||||
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Exhibit 31.1
CERTIFICATION
I, John P. Campi, 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: November 12, 2024 | By: | /s/ John P. Campi |
| John P. Campi | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 31.2
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: November 12, 2024 | By: | /s/ Leonard J. Sokolow |
| Leonard J. Sokolow | ||
| Co-Chief Executive Officer and Director | ||
| (Principal Executive Officer) |
Exhibit 31.3
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: November 12, 2024 | 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 September 30, 2024, 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: November 12, 2024 | By: | /s/ John P. Campi |
| John P. Campi | ||
| Co-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 September 30, 2024, 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: November 12, 2024 | By: | /s/ Leonard J. Sokolow |
| Leonard J. Sokolow | ||
| Co-Chief Executive Officer and Director | ||
| (Principal Executive Officer) |
Exhibit 32.3
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 September 30, 2024, 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: November 12, 2024 | By: | /s/ Marc-Andre Boisseau |
| Marc-Andre Boisseau | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |