| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
SKYX Platforms Corp. [ SKYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 16,001 | D | ||||||||
| Common Stock, no par value | 9,143,969 | I | By KRNB Holdings LLC(1) | |||||||
| Common Stock, no par value | 100,000 | I | By Family | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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) | $2.42 | 12/08/2025 | A | 1,500,000 | 12/31/2025(2) | 12/08/2030 | Common Stock, no par value | 1,500,000 | $0 | 1,500,000 | D | ||||
| Stock Option (right to buy) | $12 | (3) | 01/01/2027 | Common Stock, no par value | 1,140,000 | 1,140,000 | D | ||||||||
| Stock Option (right to buy) | $6 | (4)(5) | (4)(5) | Common Stock, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Stock Option (right to buy) | $7 | (4)(5) | (4)(5) | Common Stock, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Stock Option (right to buy) | $8 | (4)(5) | (4)(5) | Common Stock, no par value | 2,000,000 | 2,000,000 | D | ||||||||
| Stock Option (right to buy) | $12 | (6) | 01/01/2027 | Common Stock, no par value | 10,000,000 | 10,000,000 | D | ||||||||
| Explanation of Responses: |
| 1. These securities are owned by KRNB Holdings LLC, of which the reporting person is the sole owner and the manager. |
| 2. Options vest in six equal quarterly installments of 250,000 beginning on December 31, 2025, subject to continued employment through the vesting date. |
| 3. Fully exercisable. |
| 4. Pursuant to the chairman agreement, supplemental bonus options to purchase 1,000,000 shares of common stock at an exercise price of $6.00 per share have vested as it was determined that the applicable performance conditions had been satisfied. Such options are fully exercisable and expire January 1, 2027. In addition, pursuant to the chairman agreement, the reporting person has the following options as supplemental bonus compensation, subject to the issuer achieving the specified market capitalization: (i) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the issuer achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; |
| 5. (continued) (ii) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the issuer achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (iii) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the issuer achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Options are subject to continued service through the applicable vesting date. |
| 6. Pursuant to the chairman agreement, in the event the issuer achieves a $10.0 billion valuation, for each valuation increase of $1.0 billion up to $30.0 billion, the reporting person has options to purchase 500,000 shares at an exercise price of $12.00 per share. Options are subject to continued service through the applicable vesting date. |
| /s/ Ran Roland Kohen | 12/12/2025 | |
| ** 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. | ||