SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

SOKOLOW LEONARD J

(Last)

(First)

(Middle)

C/O SKYX PLATFORMS CORP.

2855 W. MCNAB ROAD

(Street)

POMPANO BEACH

33069

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SKYX Platforms Corp. [ SKYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value								759,220⁽⁶⁾⁽⁷⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
6.0% Subordinated Convertible Promissory Note	$15	03/29/2024		D⁽²⁾			$250,000⁽⁴⁾	⁽³⁾	09/22/2023	Common Stock, no par value	$250,000⁽⁴⁾	$0	$0	D
Subordinated Convertible Promissory Note	$3	03/29/2024		A⁽²⁾		$250,000⁽⁴⁾		⁽³⁾	05/16/2025	Common Stock, no par value	$250,000⁽⁴⁾	$0	$250,000⁽⁴⁾	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⁽⁵⁾	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

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. On March 29, 2024, the issuer and the reporting person 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 16, 2025, 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 $3.00 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.

3. 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, 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.

4. 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.

5. 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.

6. Includes 10,084 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.

7. Includes 280,000 restricted stock units ("RSUs"), which will vest as follows, subject to continued employment through the vesting date: 250,000 vest in five semi-annual installments of 50,000 beginning on September 12, 2024 and 30,000 vest on March 12, 2027.

	/s/ Leonard J. Sokolow	04/01/2024
	** 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).
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SEC Form 4 filed by Sokolow Leonard J