UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT
REPORT
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Item 1.01 | Entry into a Material Definitive Agreement |
SKYX Platforms Corp. (the “Company”) reduced a payment of $1.4 million due to GE Trademark Licensing, Inc. (“GE-TL”) by $400,000, in exchange for a 3-year no interest bearing convertible promissory note of $1.0 million (the “Note”) to GE-TL, with a conversion price of $1.07 per share. The Note was signed on April 11, 2024, and matures on April 11, 2027.
On December 8, 2023, the Company filed a Current Report on Form 8-K disclosing, among other things, that the Company had entered into a letter agreement (the “Letter Agreement”) relating to royalty payments due to GE -TL, in connection with the sunsetting of the License Trademark Agreement previously entered into with GE-TL. Pursuant to the Letter Agreement, the Company also agreed to issue a convertible note payable to GE-TL, with the note terms and conditions to be mutually agreed upon by both parties. On April 11, 2024, the Company entered into an amendment to the Letter Agreement, which extended the deadline for the Company to issue the convertible note to GE-TL to May 1, 2024, and issued the Note, reflecting a reduction in payments due.
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. The Company may prepay the entire then-outstanding principal amount of a Note at any time, plus a prepayment premium; if the Company exercises such right, the Note holder may instead elect to convert the Note into shares of common stock. The Note also provides for certain piggyback registration rights.
The above descriptions of the amendment to the Letter Agreement and the Note do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the amendment and the Note, copies of which are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K (this “Current Report”), and are incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 3.02 | Unregistered Sales of Equity Securities |
The disclosure set forth under Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The issuance of the Note was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and Rule 506 promulgated thereunder, as a transaction by the Company not involving a public offering.
Item 9.01 | Financial Statements and Exhibits |
Exhibit Number | Description | |
4.1 | Convertible Promissory Note, dated April 11, 2024, issued to GE Trademark Licensing, Inc. | |
10.1 | Amendment of Letter Agreement relating to Trademark License Agreement, dated April 11, 2024, among SKYX Platforms Corp., SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SKYX PLATFORMS CORP. | ||
Date: April 17, 2024 | By: | /s/ Leonard J. Sokolow |
Name: | Leonard J. Sokolow | |
Title: | Co-Chief Executive Officer |