SEC Form 4 filed by Co-Chief Executive Officer Sokolow Leonard J
$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) 10/04/2024 | ||||||||||||||||||||||||||
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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 | 741,220(6) | D | ||||||||
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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 | ||||||||
| Series A-1 Preferred Stock | (5) | 10/04/2024 | P | 10,000 | (5) | (5) | Common Stock, no par value | 125,000(5) | $25 | 10,000 | 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) | $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 | 04/05/2028 | Common Stock, no par value | 17,500 | 17,500 | D | ||||||||
| Stock Option (right to buy) | $1.58 | 09/12/2023(4) | 09/12/2028 | Common Stock, no par value | 450,000 | 450,000 | D | ||||||||
| Warrant (right to buy) | $9.8 | (1) | 10/26/2024 | Common Stock, no par value | 1,088 | 1,088 | D | ||||||||
| Warrant (right to buy) | $9.8 | (1) | 11/29/2024 | Common Stock, no par value | 3,375 | 3,375 | D | ||||||||
| Warrant (right to buy) | $9.8 | (1) | 12/22/2024 | Common Stock, no par value | 19,827 | 19,827 | D | ||||||||
| Subordinated Convertible Promissory Note | $3 | (2) | 05/16/2025 | Common Stock, no par value | $250,000(3) | $250,000(3) | D | ||||||||
| Explanation of Responses: |
| 1. 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). |
| 2. 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 $3.00 per share. |
| 3. Represents the principal amount of the convertible note and excludes interest that may accrue. Beginning January 1, 2024, the note accrues interest at a rate of 10.0% per annum, which is 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. |
| 4. 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. |
| 5. The Series A-1 Preferred Stock (the "Preferred Stock") has an original issue price of $25.00 per share and is convertible at any time, at the holder's option, into shares of the issuer's common stock at an initial conversion price of $2.00 per share (or 12.5 shares of common stock for each share of Preferred Stock), subject to adjustment provisions (including certain anti-dilution provisions) and a minimum conversion price of $1.20 per share. Until October 4, 2026, the Preferred Stock is subject to mandatory conversion by the issuer upon the occurrence of certain specified events. In addition, the issuer may redeem the Preferred Stock for cash upon the occurrence of certain events or at any time beginning October 4, 2027. The Preferred Stock has no expiration date. |
| 6. Includes 230,000 restricted stock units, which will vest as follows, subject to continued employment through the vesting date: 200,000 in four semi-annual installments of 50,000 beginning on March 12, 2025 and 30,000 on March 12, 2027. |
| /s/ Leonard J. Sokolow | 10/07/2024 | |
| ** 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. | ||