Item 5. Other Information
Item
5. OTHER INFORMATION
Rule
10b5-1 Trading Plans
During
the quarter ended June 30, 2023, none of the Company’s directors or executive officers adopted, modified or terminated any contract,
instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions
of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
31
Item
6. Exhibits
Exhibit
No.
Description
of Exhibit
1.1
Sales Agreement by and between SKYX Platforms Corp. and The Benchmark Company, LLC, dated May 26, 2023 (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2023).
2.1
Stock
Purchase Agreement, dated February 6, 2023, by and among the Company and Mihran Berejikian, Nancy Berejikian, and Michael Lack (incorporated
herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 7, 2023).
2.2
First
Amendment to Stock Purchase Agreement, dated April 28, 2023, by and among SKYX Platforms Corp. and Mihran Berejikian, Nancy Berejikian,
and Michael Lack (incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the
SEC on May 1, 2023).
3.1
Articles
of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on
Form S-1 (File No. 333-261829) filed with the SEC on December 22, 2021).
3.2
Articles
of Amendment to Articles of Incorporation, including the Certificate of Designation of Rights, Preferences and Privileges of Series
A Convertible Preferred Stock (effective August 12, 2016) (incorporated herein by reference to Exhibit 3.2 to the Company’s
Registration Statement on Form S-1 (File No. 333-261829) filed with the SEC on December 22, 2021).
3.3
Articles
of Amendment to Articles of Incorporation (effective February 7, 2022) (incorporated by reference to Exhibit 3.3 to the Company’s
Current Report on Form 8-K filed with the SEC on February 14, 2022).
3.4
Articles
of Amendment to Articles of Incorporation (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed with the SEC on June 14, 2022).
3.5
Articles
of Amendment to Articles of Incorporation (effective May 2, 2023) (incorporated herein by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed with the SEC on May 5, 2023).
3.6
Second
Amended and Restated Bylaws of the Company (effective June 14, 2022) (incorporated by reference to Exhibit 3.2 to the Company’s
Current Report on Form 8-K filed with the SEC on June 14, 2022).
10.1
Letter
Agreement, effective as of April 27, 2023, between SKYX Platforms Corp. and Nielsen & Bainbridge, LLC (incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2023).
10.2
Form
of Closing Promissory Note, dated April 26, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC on May 1, 2023).
10.3
Form
of Retained Earnings Promissory Note, dated April 26, 2023 (incorporated herein by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed with the SEC on May 1, 2023).
10.4+
Promissory
Note and Business Loan Agreement, dated May 1, 2023, between SKYX Platforms Corp. and First-Citizens Bank & Trust Company (incorporated
herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2023).
10.5*
Form
of Cash Retention Incentive Agreement (April 2023) (incorporated herein by reference to Exhibit 10.11 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2023).
10.6*
Form
of Nonqualified Stock Option Agreement (April 2023) (incorporated herein by reference to Exhibit 10.12 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2023).
10.7*
Form
of Restricted Share Unit Award Agreement (three-year vesting) (April 2023) (incorporated herein by reference to Exhibit 10.13 to
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
10.8*
Form
of Restricted Share Unit Award Agreement (one year vesting) (April 2023) (incorporated herein by reference to Exhibit 10.14 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).
10.9*
Form
of Restricted Shares Award Agreement (April 2023) (incorporated herein by reference to Exhibit 10.15 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2023).
18.1
Preferability
Letter from M&K CPAS, PLLC (filed herewith).
31.1
Certification
by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2
Certification
by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1
Certification
by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2
Certification
by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101
The
following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted
in inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Loss, (iii) Consolidated
Statements of Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial
Statements.
104
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
Indicates management contract or any compensatory plan, contract, or arrangement.
+
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company
agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
32
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 thereunto duly authorized.
SKYX
PLATFORMS CORP.
Date:
August
9, 2023
By:
/s/
John P. Campi
John
P. Campi, Chief Executive Officer
(Principal
Executive Officer)
Date:
August
9 2023
By:
/s/
Marc-Andre Boisseau
Marc-Andre
Boisseau, Chief Financial Officer
(Principal
Financial and Accounting Officer)
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.