Director Shiff Dov was granted 14,423 shares and converted options into 379,955 shares, increasing direct ownership by 0.97% to 1,507,952 units (SEC Form 4)
$SKYX
Building Products
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 12/30/2025 | ||||||||||||||||||||||||||
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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 | 12/31/2025 | A | 14,423(10) | A | $2.08 | 1,507,952 | D | |||
| Common Stock, no par value | 12/31/2025 | C | 379,955(7) | A | $2.2 | 379,955 | I | By SGI(1) | ||
| Common Stock, no par value | 13,274,618 | I | By DZDLUX s.a.r.l.(2) | |||||||
| Common Stock, no par value | 235,712 | I | By Shiff Group Assets(3) | |||||||
| Common Stock, no par value | 40,000 | I | By Spouse | |||||||
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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 | ||||||||
| 6.0% Subordinated Convertible Promissory Note | $15 | 12/30/2025 | D(4) | $600,000(6) | (5) | 11/03/2023 | Common Stock, no par value | $600,000(6) | $0 | $0 | I | By SGI(1) | |||
| Subordinated Convertible Promissory Note | $2.2 | 12/30/2025 | A(4) | $600,000(6) | (5) | 05/01/2027 | Common Stock, no par value | $600,000(6) | $0 | $600,000(6) | I | By SGI(1) | |||
| Subordinated Convertible Promissory Note | $2.2 | 12/31/2025 | C(7) | $835,900(8) | (5) | 05/01/2027 | Common Stock, no par value | 379,955(7) | $0 | 0 | I | By SGI(1) | |||
| Stock Option (right to buy) | $12 | 12/31/2021 | 12/31/2026 | Common Stock, no par value | 25,000 | 25,000 | D | ||||||||
| Stock Option (right to buy) | $12.34 | 03/31/2022 | 03/11/2027 | Common Stock, no par value | 5,000 | 5,000 | D | ||||||||
| Stock Option (right to buy) | $3.28 | 04/30/2023 | 04/05/2028 | Common Stock, no par value | 5,000 | 5,000 | D | ||||||||
| Stock Option (right to buy) | $1.09 | 04/30/2024 | 04/04/2029 | Common Stock, no par value | 5,000 | 5,000 | D | ||||||||
| Stock Option (right to buy) | $1.26 | 03/31/2025(9) | 03/27/2030 | Common Stock, no par value | 5,000 | 5,000 | D | ||||||||
| Explanation of Responses: |
| 1. These securities are owned by Shiff Group Investments Ltd. ("SGI"), of which the reporting person is an owner and the President and Chief Executive Officer. |
| 2. These securities are owned by DZDLUX s.a.r.l., of which the reporting person is a controlling person. |
| 3. These securities are owned by Shiff Group Assets Ltd., of which the reporting person is a controlling person. |
| 4. On December 30, 2025, the issuer and SGI entered into an amendment to the 6.0% subordinated convertible promissory note (the "Amendment") in order to, among other things, extend the maturity date of the note to May 1, 2027, increase the interest rate from 6.0% per annum to 10.0% per annum, effective as of January 1, 2024, and change the common stock conversion price from $15.00 per share to $2.20 per share. The Amendment is effective as of the original maturity date of the note and resulted in the cancellation of the "old" convertible note and the acquisition of a "new" convertible note. The issuer's Board of Directors approved the Amendment. |
| 5. Prior to the Amendment, the principal amount, plus any accrued and unpaid interest, was 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. Following the Amendment, the principal amount, plus any accrued and unpaid interest, was 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 $2.20 per share. |
| 6. Represents the principal amount of the subordinated convertible promissory note and excludes interest that may have accrued. Beginning January 1, 2024, the note accrued interest at a rate of 10.0% per annum, which was payable annually, in cash or common stock, at the holder's discretion. Prior to such date, the note accrued interest at a rate of 6.0% per annum. |
| 7. On December 31, 2025, SGI elected to convert the principal amount of the subordinated convertible promissory note, plus all accrued interest, into shares of common stock. |
| 8. Represents the outstanding principal amount of the subordinated convertible promissory note that was converted into shares of common stock, plus accrued interest that was paid in shares of common stock. |
| 9. Options vest in twelve equal monthly installments, beginning on the last day of the month in which the options were granted. |
| 10. The reporting person has elected to receive shares of the issuer's common stock in lieu of the cash retainer payable for service on the issuer's board of directors, pursuant to the non-employee director compensation program. |
| /s/ Dov Shiff | 01/02/2026 | |
| ** 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. | ||