FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SKYX Platforms Corp. [ SKYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/12/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, no par value | 09/12/2023 | A | 450,000(6) | A | $0 | 829,025 | D | |||
Common Stock, no par value | 09/12/2023 | F | 51,613(7) | D | $1.64 | 777,412(9)(10) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $1.58 | 09/12/2023 | A | 450,000 | 09/12/2023(8) | 09/12/2028 | Common Stock, no par value | 450,000 | $0 | 450,000 | D | ||||
Stock Option (right to buy) | $0.6 | 11/15/2015 | 11/15/2025 | Common Stock, no par value | 150,000 | 150,000 | D | ||||||||
Stock Option (right to buy) | $3 | 06/30/2017 | 04/19/2027 | Common Stock, no par value | 150,000 | 150,000 | D | ||||||||
Stock Option (right to buy) | $4 | 12/31/2017 | 04/19/2027 | Common Stock, no par value | 150,000 | 150,000 | D | ||||||||
Stock Option (right to buy) | $3 | 01/01/2019 | 01/01/2024 | Common Stock, no par value | 100,000 | 100,000 | D | ||||||||
Stock Option (right to buy) | $12 | 01/01/2020 | 01/01/2025 | Common Stock, no par value | 100,000 | 100,000 | D | ||||||||
Stock Option (right to buy) | $12 | 12/31/2020 | 12/31/2025 | Common Stock, no par value | 100,000 | 100,000 | D | ||||||||
Stock Option (right to buy) | $12 | 12/31/2021 | 12/31/2026 | Common Stock, no par value | 100,000 | 100,000 | D | ||||||||
Stock Option (right to buy) | $12.34 | 03/31/2022 | 03/11/2027 | Common Stock, no par value | 17,500 | 17,500 | D | ||||||||
Stock Option (right to buy) | $3.28 | 04/30/2023(5) | 04/05/2028 | Common Stock, no par value | 17,500 | 17,500 | D | ||||||||
Warrant (right to buy) | $12 | (1) | 12/31/2023 | Common Stock, no par value | 4,469 | 4,469 | D | ||||||||
Warrant (right to buy) | $9.8 | (2) | 10/26/2024 | Common Stock, no par value | 1,088 | 1,088 | D | ||||||||
Warrant (right to buy) | $9.8 | (2) | 11/29/2024 | Common Stock, no par value | 3,375 | 3,375 | D | ||||||||
Warrant (right to buy) | $9.8 | (2) | 12/22/2024 | Common Stock, no par value | 19,827 | 19,827 | D | ||||||||
6.0% Subordinated Convertible Promissory Note | $15 | (3) | 09/22/2023 | Common Stock, no par value | $250,000(4) | $250,000(4) | D |
Explanation of Responses: |
1. Exercisable at any time on or prior to the expiration date at the holder's discretion at the initial exercise price of $12.00 per share, subject to adjustment provisions (including certain anti-dilution provisions). |
2. Exercisable at any time on or prior to the expiration date at the holder's discretion at the adjusted exercise price of $9.80 per share, subject to adjustment provisions (including certain anti-dilution provisions). |
3. The principal amount, plus any accrued and unpaid interest, is convertible into shares of common stock at any time on or prior to the maturity date at the holder's discretion at the conversion price of $15.00 per share. |
4. Represents the principal amount of the convertible note and excludes interest that may accrue. Interest on the note is payable annually, in cash or common stock, at the holder's discretion. |
5. Options vest in twelve equal monthly installments, beginning on the last day of the month in which the options were granted. |
6. Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's common stock. The RSUs vest over 3.5 years as follows, subject to continued employment through the vesting date: 120,000 vested on September 12, 2023; 300,000 vest in six semi-annual installments of 50,000, beginning on March 12, 2024; and 30,000 vest on March 12, 2027. |
7. The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of RSUs by directing the issuer to withhold shares otherwise issuable upon vesting of the grant. |
8. Options vest over 3.5 years as follows, subject to continued employment through the vesting date: 120,000 vested on September 12, 2023; 300,000 vest in six semi-annual installments of 50,000, beginning on March 12, 2024; and 30,000 vest on March 12, 2027. |
9. Includes 20,167 restricted shares granted in consideration for services to be provided to the issuer pursuant to a corporate advisory agreement between the issuer and Newbridge Securities Corporation dated November 9, 2022. The restricted shares vest on the following schedule: one quarter of the shares on each of November 9, 2022 and the six-, 12- and 18-month anniversaries of such date. If the agreement is terminated prior to its expiration, any shares that have not vested as of such date will be forfeited. |
10. Includes 330,000 RSUs, which will vest as follows, subject to continued employment through the vesting date: 300,000 vest in six semi-annual installments of 50,000 beginning on March 12, 2024 and 30,000 vest on March 12, 2027. |
/s/ Leonard J. Sokolow | 09/13/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |