SKYX Platforms Corp. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41276 SKYX PLATFORMS CORP. (Exact name of registrant as specified in its charter) Florida 46-3645414 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 2855 W. McNab Road Pompano Beach , Florida 33069 (Address, including zip code, of principal executive offices) (855) 759-7584 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, no par value per share SKYX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ As of August 1, 2024, the registrant had 101,589,495 shares of common stock, no par value per share, issued and outstanding. SKYX PLATFORMS CORP. Form 10-Q TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Cautionary Note Regarding Forward Looking Statements Item 1 Financial Statements 4 Consolidated Balance Sheets 4 Consolidated Statements of Operations and Comprehensive Loss 5 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 8 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3 Quantitative and Qualitative Disclosures About Market Risk 26 Item 4 Controls and Procedures 26 PART II. OTHER INFORMATION Item 1 Legal Proceedings 27 Item 1A Risk Factors 27 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 3 Defaults Upon Senior Securities 27 Item 4 Mine Safety Disclosures 27 Item 5 Other Information 27 Item 6 Exhibits 28 Signatures 29 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Form 10-Q”) of SKYX Platforms Corp. (the “Company,” “we,” “us,” or “our”) contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management, outlook, and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “aim,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors, many of which have been outcomes that are difficult to predict and may be outside our control, that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements in this Form 10-Q include, but are not limited to, statements about: ● our ability to successfully launch, develop additional features and achieve market acceptance of our smart products and technologies, access and integrate our products and technologies with third-party platforms or technologies, respond to rapidly changing technology and customer demands, and compete in our industry; ● our ability to successfully integrate and manage the operations of Belami, Inc. (“Belami”) with our business; ● our ability to expand, operate and successfully manage our operations, including managing our business transformation in connection with evolving our business strategy to focus on smart products and technologies and integrating new lines of business; ● our ability to raise additional financing to support and continue our operations as needed; ● our ability to comply with the terms of, and timely repay, our current debt financing; ● our reliance on a limited number of third-party manufacturers and suppliers and our ability to successfully reduce our production costs; ● our potential dependence upon a limited number of customers and/or on contracts awarded through competitive bidding processes; ● any downturn in the cyclical industries in which our customers operate; ● our ability to acquire other businesses, license rights, form alliances or dispose of operations when desired; ● our ability to comply with regulations relating to applicable quality standards; ● our ability to maintain, protect and enhance our intellectual property and retain rights to use intellectual property owned by third parties; ● the potential outcome of any legal proceedings; ● compliance with various tax laws and regulations, including income and sale tax; ● our ability to successfully sell and distribute our products and technologies; ● our ability to attract and retain key executives and qualified personnel; ● guidance provided by management, which may differ from our actual operating results; ● our ability to successfully manage our planned development and expansion, including the additional costs of being a public company; ● our estimated total addressable market; ● our ability to maintain effective internal control over financial reporting and disclosure controls and procedures; ● the potential impact of unstable market and economic conditions on our business, financial condition and stock price, including the effects of governmental regulations, geopolitical conflicts, including the Israel-Hamas war and, including potentially deteriorating relationships with China, inflation, labor shortages, supply chain constraints and shortages, including availability of affordable electronic microchips, instability in the global banking system and the possibility of an economic recession; ● the potential impact of cybersecurity breaches or disruptions to our information systems, including our cloud-based infrastructure; ● risks related to our use of artificial intelligence capabilities in our product offerings, including operational and reputational risks; ● the potential impact of widespread outages, interruptions or other failures of operational, communication, and other systems; ● the potential impact of natural disasters and other catastrophic events; ● risks related to ownership of our common stock; and ● the potential impact of anti-takeover and director and officer liability provisions in our charter documents and under Florida law; These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors, including unpredictable or unanticipated factors that we have not discussed in this Form 10-Q. Investors should refer to the heading “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of other important factors, many of which are outside of our control, that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. Considering the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this Form 10-Q represent our views as of the date of this Form 10-Q. We anticipate that subsequent events and developments will cause our views to change; however, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities laws. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Form 10-Q. 3 Part I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS SKYX PLATFORMS CORP. Consolidated Balance Sheets (Unaudited) June 30, 2024 (Audited) December 31, 2023 Assets Current assets: Cash and cash equivalents $ 10,684,989 $ 16,810,983 Restricted cash 2,000,000 2,750,000 Accounts receivable 3,020,314 3,384,976 Inventory 4,220,575 3,425,734 Deferred cost of revenues 310,679 224,445 Prepaid expenses and other assets 1,314,637 721,717 Total current assets 21,551,194 27,317,855 Other assets: Furniture and equipment, net 347,644 436,587 Restricted cash 2,916,678 2,869,270 Right of use assets 20,835,756 21,214,652 Intangibles, definite life 7,151,496 8,141,032 Goodwill 16,157,000 16,157,000 Other assets 204,807 204,807 Total other assets 47,613,381 49,023,348 Total Assets $ 69,164,575 $ 76,341,203 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 13,223,089 $ 12,388,475 Notes payable, current 5,495,192 5,724,129 Operating lease liabilities, current 2,256,501 1,898,428 Royalty obligation 800,000 800,000 Consideration payable — 730,999 Deferred revenues 2,072,123 1,475,519 Convertible notes, current-related parties 950,000 950,000 Convertible notes, current 3,292,408 225,000 Convertible notes, current 3,292,408 225,000 Total current liabilities 28,089,313 24,192,550 Long term liabilities: Long term accounts payable and accrued expenses 261,624 744,953 Notes payable 763,276 1,016,924 Consideration payable - 3,038,430 Operating lease liabilities 21,550,497 22,267,558 Convertible notes 7,315,775 5,758,778 Convertible notes related parties - — Convertible notes - — Royalty obligations 1,700,000 3,100,000 Total long-term liabilities 31,591,172 35,926,643 Total liabilities 59,680,485 60,119,193 Stockholders’ Equity: Common stock and additional paid-in-capital: $ 0 par value, 500,000,000 shares authorized; and 101,249,700 and 93,473,433 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 172,426,254 162,025,024 Accumulated deficit ( 162,942,164 ) ( 145,803,014 ) Accumulated other comprehensive loss - — Total stockholders’ equity 9,484,090 16,222,010 Total Liabilities and Stockholders’ Equity $ 69,164,575 $ 76,341,203 The accompanying notes are an integral part of the unaudited consolidated financial statements. 4 SKYX Platforms Corp. Consolidated Statements of Operations and Comprehensive Loss (Unaudited) 2024 2023 2024 2023 For the three-month ended June 30, For the six-month ended June 30, 2024 2023 2024 2023 Revenue 21,446,148 14,984,055 $ 40,423,969 $ 14,994,080 Cost of revenues 14,869,521 10,288,643 28,269,292 10,290,111 Gross profit loss 6,576,627 4,695,412 12,154,677 4,703,969 Selling and marketing expenses 6,271,708 5,544,230 12,798,524 6,844,089 General and administrative expenses 6,540,218 11,402,522 14,479,799 17,350,868 Total expenses, net 12,811,926 16,946,752 27,278,323 24,194,957 Loss from operations ( 6,235,299 ) ( 12,251,340 ) ( 15,123,646 ) ( 19,490,988 ) Other income / (expense) Interest expense, net ( 1,227,650 ) ( 1,218,732 ) ( 2,015,504 ) ( 1,939,353 ) Gain on extinguishment of debt - 1,201,857 — 1,201,857 Other income - - — — Total other expense, net ( 1,227,650 ) ( 16,875 ) ( 2,015,504 ) ( 737,496 ) Net loss ( 7,462,949 ) ( 12,268,215 ) ( 17,139,150 ) ( 20,228,484 ) Other comprehensive loss: Other comprehensive income (loss): — 4,653 — 62,147 Net comprehensive loss attributed to common stockholders $ ( 7,462,949 ) $ ( 12,263,562 ) $ ( 17,139,150 ) $ ( 20,166,337 ) Net loss per share - basic and diluted $ ( 0.08 ) $ ( 0.14 ) $ ( 0.18 ) $ ( 0.24 ) Weighted average number of common shares outstanding – basic and diluted 99,445,289 86,621,015 97,261,721 84,843,914 The accompanying notes are an integral part of the unaudited consolidated financial statements. 5 SKYX Platforms Corp. Consolidated Statements of Stockholders’ Equity (Unaudited) 2024 2023 2024 2023 For the three months ended June 30, For the six months ended June30, 2024 2023 2024 2023 Shares of Common stock Balance, beginning of period $ 168,975,808 $ 122,573,318 $ 162,025,024 $ 114,039,638 Balance, beginning of period 97,096,897 83,189,729 93,473,433 82,907,541 Common stock issued pursuant to offerings 801,706 2,984,308 3,535,067 2,984,308 Common stock issued pursuant to services 1,497,676 1,107,713 2,387,779 1,389,901 Common stock issued pursuant to conversion of preferred stock — 880,400 — 880,400 Common stock issued pursuant to exercise of options and warrants — — — — Common stock issued pursuant to acquisition 1,853,421 1,923,285 1,853,421 1,923,285 Common stock issued pursuant to antidilutive provisions — — — — Common stock issued pursuant to extinguishment of debt — 574,713 — 574,713 Balance, end of period $ 172,426,254 $ 147,282,469 $ 172,426,254 $ 147,282,469 Balance, June 30 101,249,700 90,660,148 101,249,700 90,660,148 Common stock and paid-in capital Balance, beginning of period $ 168,975,808 $ 122,573,318 $ 162,025,024 $ 114,039,638 Common stock issued pursuant to stock offering 674,540 7,446,274 4,330,295 7,446,274 Common stock issued pursuant to services 2,775,906 7,674,832 6,070,935 10,638,534 Common stock issued pursuant to conversion of preferred stock — 220,099 — 220,099 Common stock issued pursuant to exercise of options and warrants — — — — Debt discount — — — 5,569,978 Common stock issued pursuant to acquisition — 7,327,716 — 7,327,716 Common stock issued pursuant to extinguishment of debt — 2,040,231 — 2,040,231 Common stock issued pursuant to antidilutive provisions — — — — Balance, June 30 $ 172,426,254 $ 147,282,469 $ 172,426,254 $ 147,282,469 Accumulated Deficit Balance, beginning of period $ ( 155,479,215 ) $ ( 114,030,627 ) $ ( 145,803,014 ) $ ( 106,070,358 ) Net loss ( 7,462,949 ) ( 12,268,215 ) ( 17,139,150 ) ( 20,228,484 ) Non-controlling interest — — — — Common stock issued pursuant to antidilutive provisions — — — — Preferred dividends — — — — Balance, end of period $ ( 162,942,164 ) ( 126,298,842 ) $ ( 162,942,164 ) ( 126,298,842 ) Accumulated other comprehensive loss Balance, beginning of period — ( 4,653 ) — ( 62,147 ) Balance — ( 4,653 ) — ( 62,147 ) Other comprehensive income — 4,653 — 62,147 Balance, end of period — — — — Balance $ ( 162,942,164 ) ( 126,298,842 $ ( 162,942,164 ) ( 126,298,842 ) Net loss ( 7,462,949 ) ( 12,268,215 ) ( 17,139,150 ) ( 20,228,484 ) Total stockholders’ equity $ 9,484,090 $ 20,983,627 $ 9,484,090 $ 20,983,627 Balance $ 9,484,090 $ 20,983,627 $ 9,484,090 $ 20,983,627 The accompanying notes are an integral part of the unaudited consolidated financial statements. 6 SKYX Platforms Corp. Consolidated Statements of Cash Flows (Unaudited) 2024 2023 For the six months ended June 30, 2024 2023 Cash flows from operating activities: Net loss $ ( 17,139,150 ) $ ( 20,228,484 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,399,350 1,031,732 Amortization of debt discount 604,976 520,349 Gain on forgiveness of debt — ( 1,201,857 ) Non-cash equity-based compensation expense 6,070,935 10,638,534 Change in operating assets and liabilities: Inventory ( 794,841 ) ( 1,114,063 ) Accounts receivable 364,662 40,551 Prepaid expenses and other assets ( 592,920 ) 449,358 Deferred charges ( 86,234 ) 186,900 Deferred revenues 596,604 ( 266,218 ) Operating lease liabilities ( 1,021,684 ) ( 199,417 ) Accretion operating lease liabilities — 798,229 Other assets — — Royalty obligation ( 400,000 ) — Consideration payable ( 750,000 ) — Accounts payable and accrued expenses 351,283 2,700,311 Net cash used in operating activities ( 10,397,019 ) ( 6,644,075 ) Cash flows from investing activities: Purchase of debt securities — ( 136,033 ) Proceeds from disposition of debt securities — 7,572,136 Acquisition, net of cash acquired — ( 4,206,200 ) Purchase of property and equipment ( 279,277 ) — Net cash used in investing activities ( 279,277 ) 3,229,903 Cash flows from financing activities: Proceeds from issuance of common stock- offerings 4,418,721 7,826,045 Placement cost ( 88,426 ) ( 379,772 ) Proceeds from line of credit — 2,000,000 Proceeds from issuance of convertible notes — 10,350,000 Principal repayments of notes payable ( 482,585 ) ( 2,147,900 ) Net cash provided by financing activities 3,847,710 17,648,373 (Decrease) increase in cash, cash equivalents and restricted cash ( 6,828,586 ) 14,234,201 Cash, cash equivalents, and restricted cash at beginning of period 22,430,253 9,461,597 Cash, cash equivalents and restricted cash at end of period $ 15,601,667 $ 23,695,798 Supplementary disclosure of non-cash financing activities: Substitution of consideration payable to convertible notes $ 3,117,408 $ — Substitution of royalty payable to convertible notes 1,000,000 — Common stock issued pursuant to extinguishment of debt — 2,040,231 Right-of-use assets and operating lease liabilities 662,698 — Preferred stock conversion to common — 220,099 Business acquisition: Assets acquired excluding identifiable intangible assets and goodwill and cash — 7,090,094 Liabilities assumed and consideration payable — 19,439,856 Identifiable intangible assets and goodwill, net of cash outlay — 19,677,478 Fair value of shares issued pursuant to acquisition — 7,327,716 Debt discount — 5,569,978 The accompanying notes are an integral part of the unaudited consolidated financial statements. 7 SKYX Platforms Corp. Notes to Consolidated Financial Statements (Unaudited) NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS SKYX Platforms Corp., a corporation (the “Company”), was incorporated in Florida in May 2004. The Company maintains offices in Sacramento, California, Johns Creek, Georgia, Miami and Pompano Beach, Florida, New York City, and Guangdong Province, China. The Company has a series of advanced-safe-smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in to a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years the Company has expanded the capabilities of its power-plug product, to include its second generation advanced-safe and quick universal installation methods, as well as advanced-smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. The Company’s third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. Since April 2023, the Company also markets home lighting, ceiling fans and other home furnishings from third parties. Going Concern The Company’s liquidity sources include $ 15.6 million in cash and cash equivalents, including restricted cash of $ 4.9 million, and $ 6.5 million of working capital deficit as of June 30, 2024. The Company has a history of recurring operating losses and its net cash used in operating activities amounted to $ 10.4 million and $ 6.6 million during the six months ended June 30, 2024, and 2023, respectively. The Company has also generated net cash provided by financing activities of $ 3.8 million and $ 17.6 million during the six months ended June 30, 2024 and 2023, respectively. Accordingly, the Company’s management cannot ascertain that there is no substantial doubt that it will be able to meet its obligations as they become due within one year after the date that its financial statements are issued. Management intends to mitigate such conditions by supporting its continued growth, decreasing its cash used in operating activities through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary, generate cash provided by financing activities through its at the market (“ATM”) offering or other equity or debt financing means. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional disclosures and accounting policies. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results could differ significantly from estimates. 8 Reclassifications For comparability, reclassifications of prior-year balances were made to conform with current-year presentations, such as sales and marketing expenses which were previously included in selling, general, and administrative expenses in the 2023 comparable periods. Basis of Consolidation The consolidated financial statements include the results of the Company and one of its subsidiaries, SQL Lighting and Fans LLC from January 1, 2023 and the results from its remaining subsidiaries, Belami, Inc., BEC, CA 1, Inc., BEC CA 2, LLC, Luna BEC, Inc., and Confero Group LLC from April 28, 2023. All intercompany balances and transactions have been eliminated in consolidation. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. On June 30, 2024, and December 31, 2023, the Company’s cash composition was follows: SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH June 30, 2024 December 31, 2023 Cash and cash equivalents $ 10,684,989 $ 16,810,983 Restricted cash 4,916,678 5,619,270 Total cash, cash equivalents and restricted cash $ 15,601,667 $ 22,430,253 Restricted Cash The Company issued a letter of credit of $ 2.8 million in September 2023 to use as collateral for certain obligations to one of its lessors. The letter of credit was issued by a financial institution and was secured by cash of $ 2.8 million as of June 30, 2024 and December 2023. Additionally, pursuant to the Company’s acquisition of Belami, Inc., the Company placed $ 750,000 in an escrow account as of December 31, 2023 which was released to Belami, Inc. sellers in April 2024. Furthermore, the Company secured a line of credit of $ 2.0 million with cash of the equivalent amount. Customer Contracts Balances Accounts receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivables are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from third-party payers and are paid within a few days from the order date. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently available evidence. As of June 30, 2024, and December 31, 2023, the Company’s allowance for doubtful accounts was $ 16,394 and $ 54,987 , respectively. The Company determines an allowance for sales returns based upon historical experience. As of June 30, 2024, and December 31, 2023, the Company’s allowance for sales returns was $ 255,234 and $ 182,584 , respectively, and is recorded as an accrued expenses in the accompanying consolidated financial statements. The Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement date. Such amounts are recognized as deferred revenues in the accompanying balance sheet. Deferred revenues amounted to $ 2,072,123 and $ 1,475,519 as of June 30, 2024 and December 31, 2023, respectively. The costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include the carrying value of related inventory, freight, and sales charges. The deferred charges amounted to $ 310,679 and $ 224,445 as of June 30, 2024 and December 31, 2023, respectively. Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. SCHEDULE OF INVENTORY June 30, 2024 December 31, 2023 Inventory, component parts $ 2,961,795 $ 2,230,252 Inventory, finished goods 2,558,780 2,495,482 Allowance ( 1,300,000 ) ( 1,300,000 ) Inventory-total $ 4,220,575 $ 3,425,734 The Company will maintain an allowance based on specific inventory items that have shown no activity over a reasonable period. The Company tracks inventory as it is repurposed, disposed, scrapped or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. The Company has recorded an allowance of $ 1.3 million as of June 30, 2024, and December 31, 2023. 9 GE Agreements The Company has the following agreements with General Electric (“GE”) related to the Company’s products. A U.S. and Global Licensing and Master Service Agreement dated December 4, 2023, which replaced a prior agreement with similar terms. The agreement expires on December 4, 2028 and includes automatic renewal provisions. Pursuant to such agreement, GE’s licensing team has the rights to exclusively license certain of the Company’s Standard and Smart plug-and-play products set forth in a statement of work in the U.S. and worldwide. Pursuant to the agreement, the Company expects that GE’s licensing team will seek and arrange licensee partners for our products in the U.S. and globally, including negotiating agreement terms, managing contracts, collecting payments, auditing partners, assisting with patent strategy and protection, and assisting in auditing product quality control under the “Six Sigma” guidelines. For products licensed to third parties, the Company and GE will each receive a specified percentage of the earned revenue realized from such licensing, unless otherwise provided in the applicable statement of work. The second agreement consists of a letter agreement dated November 28, 2023, as amended on April 11, 2024. The agreement expires on December 15, 2027 and includes a Repayment Plan Under U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expired November 30, 2023, between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. Under this new payment arrangement, the Company pays royalty payment obligation of $ 2.7 million in the aggregate (the “Royalty Payment”) payable in quarterly installments beginning on December 15, 2023 and ending on December 15, 2026 and issued a convertible promissory note amounting to $ 1.0 million, Loss Per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stocks, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option and warrant contracts. For the three- and six-month ended June 30, 2024, and 2023, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented. The Company had the following anti-dilutive common stock equivalents on June 30, 2024, and June 30, 2023: SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS June 30, 2024 June 30, 2023 Stock warrants 1,834,191 2,063,522 Stock options 36,846,476 34,233,900 Convertible notes 6,275,148 3,536,668 Preferred stock – – Total 44,955,815 39,834,090 Anti-dilutive securities 44,955,815 39,834,090 Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. 10 NOTE 3 FURNITURE AND EQUIPMENT Furniture and equipment consisted of the following: SCHEDULE OF FURNITURE AND EQUIPMENT June 30, 2024 December 31, 2023 Machinery and equipment $ 391,895 $ 282,799 Computer equipment 6,846 6,846 Furniture and fixtures 36,059 36,059 Tooling and production 672,509 642,509 Software development costs 219,076 109,096 Leasehold improvements 30,553 30,553 Total 1,356,938 1,107,862 Less: accumulated depreciation ( 1,009,294 ) ( 671,275 ) Total, net $ 347,644 $ 436,587 Depreciation expenses amounted to $ 338,019 and $ 64,494 during the six-month ended June 30, 2024 and 2023, respectively. NOTE 4 INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS June 30, 2024 December 31, 2023 Useful life Carrying Value Accumulated Amortization Net carrying value Carrying Value Accumulated Amortization Net carrying value Customer relationships 7 $ 4,500,000 $ ( 803,571 ) $ 3,696,429 $ 4,500,000 $ ( 428,571 ) $ 4,071,429 E-commerce technology platforms 4 3,900,000 ( 1,137,500 ) 2,762,500 3,900,000 ( 650,000 ) 3,250,000 Patents and other 15 931,831 ( 239,264 ) 692,567 1,040,927 ( 221,324 ) 819,603 $ 9,331,831 $ ( 2,180,335 ) $ 7,151,496 $ 9,440,927 $ ( 1,299,895 ) $ 8,141,032 Amortization expense on intangible assets amounted to $ 880,440 and $ 283,550 during the six-month ended June 30, 2024 and 2023, respectively. The following table sets forth the estimated amortization expense for the next five years: SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE Six months ended December 31, 2024 $ 755,591 2025 1,673,613 2026 1,673,613 2027 1,511,113 2028 698,613 2029 698,613 11 NOTE 5 DEBTS The following table presents the details of the principal outstanding: SCHEDULE OF DEBT June 30, 2024 December 31, 2023 APR at June 30, 2024 Maturity Collateral Convertible Notes (b,c) 15,592,408 11,525,000 6.00 – 10.00 % September 2023-March 2026 Substantially all company assets Notes payable to financial institutions (a) 6,211,424 6,348,104 7.93 - 8.5 % August 2024-August 2026 Inventory, accounts receivable, cash Notes payable to Belami sellers – 247,927 4.86 % April 2024 – SBA-related loans 145,022 145,022 3.75 % April 2025-November 2052 Substantially all Company assets Total $ 21,948,854 $ 18,266,053 Unamortized debt discount ( 4,132,203 ) ( 4,591,222 ) Debt, net of Unamortized debt Discount $ 17,816,651 $ 13,674,831 SCHEDULE OF INTEREST EXPENSE For the six-month period ended June 30, 2024 June 30, 2023 Interest expense $ 2,015,504 $ 1,939,353 As of June 30, 2024, the expected future principal payments for the Company’s debt are due as follows: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS Twelve months ended June 30, 2025 $ 9,737,600 Twelve months ended June 30, 2026 508,677 Twelve months ended June 30, 2027 1,118,138 Twelve months ended June 30, 2028 10,451,017 Twelve months ended June 30, 2029 and thereafter 133,422 Total $ 21,948,854 (a) The unpaid principal bears annual interest at the Wall Street Journal prime rate plus 1.75 % per year. (b) Included in Convertible Notes are loans provided to the Company from two directors and an officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, one of the convertible promissory note of $ 600,000 payable to a director matured in 2023, and the other remaining convertible promissory notes mature in May 2025, bear interest at an annual rate of 6 % through December 2023 and 10 % thereafter, which is payable annually in cash or common stock, at the holder’s discretion. At any time after issuance and prior to or on the maturity date, the notes are convertible at the option of the holder into shares of common stock at a conversion price ranging from $ 3 to $ 15 per share. During 2023, the Company issued convertible promissory notes for $ 10.4 million. As an inducement to enter the financing transactions, the Company issued 1,391,667 warrants to the noteholders at an adjusted exercise price of $ 2.70 per warrant. The Company recorded a debt discount aggregating $ 5.6 million which was recognized as debt discount and additional paid-in capital in the accompanying balance sheet. The Company recognized $ 278,499 as amortized debt discount during six month ended June 30, 2024, and it is reflected as interest expense in the accompanying unaudited consolidated statement of operations. Only the convertible promissory notes issued during fiscal 2023 are secured by substantially all of the assets of the Company. 12 (c) On March 29, 2024, the Company and the Belami Sellers entered into a letter agreement modifying certain obligations under the Belami stock purchase agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $ 3,117,408 in cash due to the sellers on the first anniversary of the closing. Each seller received a Seller Note in an amount of $ 1,039,303 on the same date. In addition to other customary terms, the Seller Notes bear annual interest at 10 %, with interest and principal becoming due on May 16, 2025 , and can be converted by the Sellers at any time at $ 3.00 per share of our common stock. Additionally, the convertible promissory notes include a $ 1.0 million note payable to GE in April 2024. The convertible note is due in April 2027, does not bear interest and is convertible at a price of $ 1.07 per share. NOTE 6 OPERATING LEASE LIABILITIES In April 2022, the Company entered into a 58-month lease related to certain office and showroom space pursuant to a sublease that expires in February 2027. The Company recognized a right-of-use asset and a liability of $ 1,428,764 pursuant to this lease. In September 2022, the Company entered a 124-month lease related to its future headquarters offices and showrooms space. The Company recognized a right-of-use asset and a liability of $ 22,192,503 pursuant to such lease. In connection with the execution of lease, the Company was required to provide the landlord with a letter of credit in the amount of $ 2.7 million, which is secured by the same amount of cash. In January 2024 the Company entered in a 35-month lease related to its Sacramento office. The Company recognized a right-of-use asset and a liability of $ 662,698 pursuant to such lease. The following table outlines the total lease cost for the Company’s operating leases as well as weighted average information for these leases as of June 30, 2024: SCHEDULE OF LEASE COST OPERATING LEASE Six Month Ended June 30, 2024 2023 Cash paid for operating lease liabilities $ 1,021,684 $ 207,130 Right-of-use assets obtained in exchange for new operating lease obligations $ 662,696 $ - Fixed rent payments Lease – Depreciation expense $ 1,041,593 $ 426,714 Weighted-average discount rate 6.48 % 6.41 % Weighted-average remaining lease term (in months) 98 108 SCHEDULE OF MINIMUM LEASE OBLIGATION Minimum Lease obligation Twelve months ended June 30, 2025 $ 2,315,810 Twelve months ended June 30, 2026 2,480,432 Twelve months ended June 30, 2027 2,500,009 Twelve months ended June 30, 2028 2,377,117 Twelve months ended June 30, 2029 and thereafter 14,133,630 Total $ 23,806,998 13 NOTE 7 ROYALTY OBLIGATIONS The Company had a license agreement with General Electric (“GE”) which provided, among other things, for rights to market certain of the Company’s products displaying the GE brand in consideration of royalty payments to GE. The agreement expired in 2023. The Company owes $ 2.5 million to GE pursuant to the license agreement. The payments associated with this debt are payable in quarterly tranches aggregating $ 0.8 million during 2024 and 2025 and $ 0.9 million in 2026. Additionally, the Company owes an additional amount of $ 1.4 million pursuant to its agreements with GE which is payable in 2027. During April 2024, GE and the Company agreed to reduce the additional amount of $ 1.4 million by $ 400,000 in exchange for the issuance of a convertible promissory note of $ 1.0 million. NOTE 8 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES June 30, 2024 December 31, 2023 Accrued interest, convertible notes $ 889,383 $ 744,953 Trade payables 12,092,406 11,513,918 Accrued compensation 502,924 874,557 Total $ 13,484,713 $ 13,133,428 NOTE 9 RELATED PARTY TRANSACTIONS Convertible Notes Due to Related Parties Convertible notes due to related parties represent amounts provided to the Company from a director and the Company’s Co-Chief Executive Officers. The outstanding principal on the convertible promissory notes, associated with related parties was $ 950,000 as of June 30, 2024, and December 31, 2023 and accrued interest of $ 289,887 and $ 151,081 , respectively. NOTE 10 STOCKHOLDERS’ EQUITY (DEFICIT) (A) Common Stock The Company issued the following common stock during the six months ended June 30, 2024, and 2023: SCHEDULE OF COMMON STOCK Transaction Type Shares Issued Valuation $ Range of Value Per Share 2024 Equity Transactions Common stock issued, pursuant to services provided 2,387,779 6,070,935 $ 0.83 - 1.78 Common stock issued pursuant to stock at the market offering, net 3,535,067 4,330,295 0.952 - 1.64 Common stock issued pursuant to acquisition (1) 1,853,421 – – – – Transaction Type Shares Issued Valuation $ Range of Value Per Share 2023 Equity Transactions Common stock issued, pursuant to services provided 1,389,901 10,638,534 $ 2.67 - 3.49 Common stock issued pursuant to stock at the market offering, net 2,984,308 7,446,274 2.55 - 3.25 Common stock issued pursuant to conversion of preferred stock 880,400 220,099 0.25 Common stock issued pursuant to acquisition 1,923,285 7,327,716 3.81 Common stock issued pursuant to extinguishment of debt 574,713 2,040,231 3.55 As of June 30, 2024, the remaining amount to be used under the ATM offering program is $ 5.8 million. (1) Common stock issued pursuant to the acquisition consists of shares issued in April 2024 pursuant to the acquisition of Belami. The value of the shares issued in April 2024 was reflected in the common stock and additional paid-in capital at the date of acquisition in 2023. 14 (B) Preferred Stock The following is a summary of the Company’s Preferred Stock activity during the six months ended June 30, 2023: SCHEDULE OF PREFERRED STOCK ACTIVITY Transaction Type Quantity Carrying Value Value per Share Preferred Stock Balance at January 1, 2023 880,400 $ 220,099 $ 0.25 2023 Preferred Stock redemptions 880,400 220,099 0.25 Preferred Stock Balance at June 30, 2023 — $ — $ — The Series A Preferred Stock was convertible at the holder’s option. The Company could repurchase shares of the Preferred Stock for $ 3.50 per share. Holders also have a put option, allowing them to sell their shares of Preferred Stock back to the Company at $ 0.25 per share, and therefore the stock is classified as Mezzanine equity rather than permanent equity. There were no shares of Series A Preferred Stock outstanding on June 30, 2024 and the Company terminated its designation of the Series A Preferred Stock. The Company has not designated any other preferred stock as of June 30, 2024. (C) Stock Options The following is a summary of the Company’s stock option activity during the six-month ended June 30, 2024, and 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2024 35,805,976 $ 7.33 –– $ 1,017,750 Exercised – – – – –– –– Granted 1,481,000 1.23 –– –– Forfeited ( 440,500 ) 2.21 — — Awards expired - $ - - - Outstanding, June 30, 2024 36,846,476 $ 7.14 2.58 $ 1,029,750 Exercisable, June 30, 2024 14,442,850 $ 4.50 2.07 $ 1,017,750 15 Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2023 33,289,250 $ 7.7 - $ 6,472,400 Awards Granted in Period 1,370,150 3.3 - - Awards expired ( 425,500 ) $ 4.0 - - Outstanding, June 30, 2023 34,233,900 $ 7.6 3.15 $ 6,472,400 Exercisable, June 30, 2023 12,847,747 $ 4.4 1.92 $ 6,472,400 The following table summarizes the range of the Black Scholes pricing model assumptions used by the Company during the six months ended June 30, 2024 and 2023: SCHEDULE OF BLACK SCHOLES PRICING MODEL June 30, 2024 June 30, 2023 Range Range Stock price $ 0.92 - 1.76 $ 3.74 - 3.84 Exercise price $ 0.92 - 1.68 $ 3.74 - 3.84 Expected life (in years) 2.57 - 3.50 yrs. 3.5 - 5 yrs. Volatility 36 - 90 % 48 - 54 % Risk-fee interest rate 4.10 - 4.62 % 3.51 - 5.02 % Dividend yield — — The Company does not have historical stock prices that can be reliably determined for a period that is at least equal to the expected terms of its options. The expected options terms are 3.5 years and its historical period is 2.4 years. The Company relies on the expected volatility of comparable peer-group publicly traded companies within its industry sector, to supplement the Company’s historical data for the period of the expected terms of the options that exceeds the period of the Company’s historical volatility data. Unamortized future option expense was $ 14.4 million (excluding certain market-based options which management cannot ascertain to have a probable outcome amounting to $ 63 million) at June 30, 2024 and it is expected to be recognized over a weighted-average period of 2 years. (D) Warrants Issued The following is a summary of the Company’s warrant activity during the six months ended June 30, 2024 and 2023: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, January 1, 2024 2,063,522 $ 5.76 Issued — — Exercised — — Forfeited ( 229,331 ) 9.94 Balance, June 30, 2024 1,834,191 $ 5.25 16 Number of Warrants Weighted Average Exercise Price Balance, January 1, 2023 671,855 $ 11.5 Issued 1,391,667 3.0 Exercised — — Forfeited — — Balance, June 30, 2023 2,063,522 $ 5.76 During the six months ended June 30, 2024, the Company did not issue any warrants. During the six months ended June 30, 2023, as an inducement to enter certain financing transactions, the Company issued 1,391,667 3 - year warrants to certain noteholders at an adjusted exercise price of $ 2.70 per warrant. The Company recorded a debt discount aggregating $ 5.6 million which was recognized as debt discount and additional paid-in capital in the accompanying balance sheet. (D) Restricted stock units A summary of the Company’s non-vested restricted stock units during the six months ended June 30, 2024 and 2023 are as follows: SCHEDULE OF NON-VESTED RESTRICTED STOCK Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units, January 1, 2024 $ 4,919,702 $ 4.21 Granted 2,238,480 1.16 Vested ( 2,556,393 ) 2.9 Forfeited ( 22,334 ) 1.45 Non-Vested restricted stock units, June 30, 2024 4,579,455 3.46 Non-vested restricted stock units, January 1, 2023 2,516,461 8.39 Granted 2,955,900 3.08 Vested ( 1,689,901 ) 5.27 Forfeited ( 227,891 ) 10.71 Non-vested restricted stock units on June 30, 2023 3,554,569 5.27 The weighted-average remaining contractual life of the restricted units as of December 31, 2023, is 1.85 years. One RSU and RSA gives the right to receive one share of the Company’s common stock. RSU and RSAs that vest based on service and performance are measured based on the fair values of the underlying stock on the date of grant. The Company used a Lattice model to determine the fair value of the RSU with a market condition. Compensation with respect to RSU and RSA awards is expensed on a straight-line basis over the vesting period. During the six-month ended June 30, 2024, and 2023, the Company recognized compensation expenses of $ 6,070,935 , and $ 10,638,534 , respectively, related to RSUs and RSAs. NOTE 11 CONCENTRATIONS OF RISKS Major Customers and Accounts Receivable The Company had no customers whose revenue individually represented 10% or more of the Company’s total revenue during the six-month period ended June 30, 2024 and 2023. The Company had one third-party payor accounts receivable balance representing 24 % of the Company’s total accounts receivable on June 30, 2024, and June 30, 2023. 17 Liquidity The Company’s cash and cash equivalents are held primarily with two financial institutions. The Company has deposits which exceed the amount insured by the FDIC. To reduce the risk associated with the failure of such counterparties, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits. Product and Geographic Markets The Company generates its income primarily from lighting and heating products sold primarily in the United States. NOTE 12 PROFORMA FINANCIAL STATEMENTS (unaudited) The following pro forma consolidated results of operations have been prepared as if the acquisition occurred on January 1, 2023: SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION Three-month period ended June 30, 2023 Six-month period ended June 30, 2023 Revenues $ 20,416,569 $ 39,031,541 Net loss $ ( 10,362,183 ) $ ( 18,802,429 ) Basic and diluted loss per share $ ( 0.11 ) $ ( 0.20 ) Weighted average number of shares outstanding- basic and diluted 93,874,115 92,097,014 These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results to reflect, among other things, 1) additional amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been applied, 2) the shares issued and issuable by the Company to acquire Belami, 3) fair value of the initial grant and options to Belami employees, and 4) the increase in interest expense related to the issuance of convertible notes payable, including amortization of debt discount. Furthermore, it excludes transaction costs related to the Belami acquisition. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that would have resulted had the acquisition occurred on the date indicated or that may result in the future. NOTE 13 SUBSEQUENT EVENTS Management has evaluated subsequent events through August 12, 2024, which is the date the consolidated financial statements were available to be issued. There were no significant subsequent events that required adjustment to or disclosure in the unaudited consolidated financial statements. 18 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q and our audited financial statements and related notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023. This discussion and analysis and other parts of this Form 10-Q contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, strategy, expectations, outlook, intentions and projections. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023, in this Form 10-Q, and in other filings with the Securities and Exchange Commission (the “SEC”). Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements” contained in this Form 10-Q. Overview We have a series of advanced-safe-smart platform technologies. Our first and second--generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged in to a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years, we have expanded the capabilities of our power-plug product to include advanced-safe and quick universal installation methods, as well as advanced-smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. Our third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. Our products are designed to improve all around home and building safety and lifestyle. We are continuing to refine our products and began manufacturing certain advanced and smart products in 2023 and expect additional products, including the third-generation smart-advanced platform to be available in 2024. We expect to manufacture the additional product offerings in the second half of 2024. We hold over 97 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories of Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book. We believe our total addressable market in the United States exceeds $500 billion, based on the Company’s internal calculations derived from the estimation of the total target user pool, projected average selling price, and projected units per household. We believe there are billions of installations of light and other electrical fixtures globally. Our estimates of the addressable market for our products may prove to be incorrect. The projected demand for our products could differ materially from actual demand. Even if the total addressable market for our products is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the existing market to capture additional market share. Inflation and related risk of recession increased during 2022 and have continued to impact operations during 2023 and 2024. Inflationary factors, such as increases in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience some effect in the near future (especially if inflation rates continue to rise). In addition, we may be negatively impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical conflicts, instability in the global banking system, employee availability and wage increases. The Israel-Hamas war may adversely impact our operations in the near future. We have a number of developers working in Israel. If such individuals are called for service or this war escalates regionally, it may create work interruptions leading to longer periods between releases of offering improvements and increased costs. During April 2023, we completed the previously announced acquisition of all the issued and outstanding shares of Belami, a strategic e-commerce lighting and home décor conglomerate. The Company paid cash and issued an aggregate of 3,776,706 shares of our common stock as consideration for the acquisition. The Company expects that Belami will serve as a marketing and growth platform and should provide several distribution channels, including to retail customers, builders, and professionals. In connection with the acquisition, the Company engaged in private placements of its securities during the first quarter of 2023, pursuant to which the Company issued and sold (i) subordinated secured convertible promissory notes in the aggregate principal amount of $10.35 million and (ii) warrants to purchase an aggregate of up to 1,391,667 shares of the Company’s common stock. The proceeds were used to fund the cash component of the Belami acquisition and to pay certain transaction expenses in connection with the acquisition and the private placements. 19 Recent Developments In March 2024, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the stock purchase agreement for the acquisition of Belami. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the sellers on the first anniversary of the closing of the Belami acquisition. Each seller received a Seller Note in an amount of $1,039,303 on the same date. In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal becoming due on May 16, 2025, and can be converted by the sellers into shares of our common stock at any time at $3.00 per share of our common stock. The Seller Notes include customary events of default accelerating maturity, including a breach of the Company’s covenants, representations, and warranties under the Belami stock purchase agreement and a change of control of Belami. The letter agreement further provided that the Company will perform all other obligations arising on the first anniversary of the closing, including issuance of shares of common stock due to sellers, and that on such date the non-fundamental representations and warranties will expire, and the Company will release $750,000 held in escrow. In April 2024, the Company issued an aggregate of 1,853,421 shares of common stock to the sellers and released the escrow amount. On April 11, 2024, the Company entered into an amendment to the letter agreement previously entered into with GE Trademark Licensing, Inc. (“GE-TL”) in December 2023, which extended the deadline for the Company to issue the convertible note to GE-TL to May 1, 2024, and also issued a three-year, $1.0 million convertible note to GE-TL, thereby reducing obligations due in 2027 by $400,000. The note does not bear interest, and the principal amount of the note is convertible into shares of the Company’s common stock at any time at the option of the holder at $1.07 per share. During the second quarter of 2023, we began our at the market offering (“ATM”) pursuant to which we may sell up to $20 million of shares of our common stock. Results of Operations Comparison of the Three and Six months Ended June 30, 2024, and 2023 Three month ended June 30, Increase/ Increase/ Six month ended June 30, Increase/ Increase/ 2024 ($) 2023 ($) Decrease $ Decrease % 2024 ($) 2023 ($) Decrease $ Decrease % Revenue 21,446,148 14,984,055 6,462,093 43 40,423,969 14,994,080 25,429,889 169 Cost of revenues 14,869,521 10,288,643 4,580,878 45 28,269,292 10,290,111 17,979,181 174 Gross profit 6,576,627 4,695,412 1,881,215 40 12,154,677 4,703,969 7,450,708 158 Selling and marketing expenses 6,271,708 5,544,230 727,478 13 12,798,524 6,844,089 5,954,435 87 General and administrative expenses 6,540,218 11,402,522 (4,862,304 ) (43 ) 14,479,799 17,350,868 (2,871,069 ) (17 ) Total expenses 12,811,926 16,946,752 (4,134,826 ) (24 ) 27,278,323 24,194,957 3,083,366 12 Operating loss (6,235,299 ) (12,251,340 ) 6,016,041 (49 ) (15,123,646 ) (19,490,988 ) 4,367,342 (23 ) Other income / (expense) - Interest expense, net (1,227,650 ) (1,218,732 ) (8,918 ) 1 (2,015,504 ) (1,939,353 ) (76,151 ) 3 Gain on extinguishment of debt - 1,201,857 (1,201,857 ) (100 ) - 1,201,857 (1,201,857 ) (100 ) Total other income (expense), net (1,227,650 ) (16,875 ) (1,210,775 ) NM (2,015,504 ) (737,496 ) (1,278,008 ) 173 - Net loss (7,462,949 ) (12,268,215 ) (4,805,266 ) (39 ) (17,139,150 ) (20,228,484 ) (3,089,334 ) (15 ) NM: Not meaningful Revenue Three month ended June 30, Increase/ Increase/ Six month ended June 30, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % 2024($) 2023($) Decrease $ Decrease % Revenue 21,446,148 14,984,055 6,462,093 43 40,423,969 14,994,080 25,429,889 169 The increase in revenues during the 2024 interim periods is primarily due to revenues from products marketed by Belami which was acquired on April 28, 2023. We believe that revenues will be higher in 2024 than in 2023, primarily resulting from revenues from Belami, which was acquired in April 2023 and the sale of our advanced and smart products. 20 Cost of Revenues Three month ended June 30, Increase/ Increase/ Six month ended June 30, Increase/ Increase/ 2024 ($) 2023 ($) Decrease $ Decrease % 2024 ($) 2023 ($) Decrease $ Decrease % Cost of revenues 14,869,521 10,288,643 4,580,878 45 28,269,292 10,290,111 17,979,181 174 The cost of revenue consists primarily of costs associated with selling the products marketed by Belami. The increase in cost of revenues during the 2024 interim periods is commensurate with the increase in revenues and is primarily due to costs associated with revenues from products marketed by Belami which was acquired on April 28, 2023. We believe that cost of revenues will increase in 2024 compared to 2023, commensurate with an anticipated increase in revenues. Sales and Marketing Expenses Three month ended June 30, Increase/ Increase/ Six month ended June 30, Increase/ Increase/ 2024 ($) 2023 ($) Decrease $ Decrease % 2024 ($) 2023 ($) Decrease $ Decrease % Selling and marketing expenses 6,271,708 5,544,230 727,478 13 12,798,524 6,844,089 5,954,435 87 Sales and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs. The increase in sales and marketing expenses during the 2024 interim periods is primarily due to such expenses increasing following the acquisition of Belami on April 28, 2023 General and Administrative Expenses Three month ended June 30, Increase/ Increase/ Six month ended June 30, Increase/ Increase/ 2024 ($) 2023 ($) Decrease $ Decrease % 2024 ($) 2023 ($) Decrease $ Decrease % General and administrative expenses 6,540,218 11,402,522 (4,862,304 ) (43 ) 14,479,799 17,350,868 (2,871,069 ) (17 ) General and administrative expenses consist primarily of an allocation of product development, finance, legal, human resources, including salaries, wages, and benefits, and depreciation and amortization, including share-based payments. The decrease in general, and administrative expenses during the 2024 interim periods was primarily due to the following: ● Decreased share-based payments resulting from greater issuance of shares to employees following the acquisition of Belami, Inc. during the second quarter of 2023; ● Offset by increased amortization of intangibles during 2024 interim periods while only for partial period during the 2023 interim periods. The increase of depreciation and amortization expenses of $1.0 million primarily related to increased intangibles acquired during the second quarter of 2023. We believe that our operating expenses will be higher during 2024 when compared to 2023 as we continue to invest to support our anticipated growth which now includes such expenses related to Belami’s operations following its acquisition. 21 Other Income (Expense) Three-month ended June 30, Increase/ Increase/ Six-month ended June 30, Increase/ Increase/ 2024 ($) 2023 ($) Decrease $ Decrease % 2024 ($) 2023 ($) Decrease $ Decrease % Interest expense, net (1,227,650 ) (1,218,732 ) (8,918 ) 1 (2,015,504 ) (1,939,353 ) (76,151 ) 3 The decrease in interest expense during the interim 2024 periods resulted primarily from interest charges related to increased interest-bearing weighted-average debt in the current periods when compared to the prior year periods. Three-month ended June 30, Increase/ Increase/ Six-month ended June 30, Increase/ Increase/ 2024 ($) 2023 ($) Decrease $ Decrease % 2024 ($) 2023 ($) Decrease $ Decrease % Gain on extinguishment of debt - 1,201,857 (1,201,857 ) (100 ) - 1,201,857 (1,201,857 ) (100 ) The decrease in gain on extinguishment of debt is due to a non-recurring gain on extinguishment of debt which occurred during the second quarter of 2023. Liquidity and Capital Resources As of June 30, 2024, and 2023, we had $15.6 million and $23.7 million in cash, cash equivalents, and restricted cash, respectively. We have raised additional funds through the sale of our common stock for gross proceeds of $4.4 million and placements and offerings during the six-month period ended June 30, 2024. These offerings included shares sold pursuant to our ATM offering program which provides us with additional access to capital, as needed, subject to market conditions. During the three months ended June 30, 2024, we issued 801,706 shares of common stock under such a program for net proceeds of $747,682, net of brokerage fees of approximately $15,281. From inception through June 30, 2024, we issued 7,894,899 shares of common stock under such a program for net proceeds of $13,620,152, net of brokerage fees and legal fees of $619,415. As of June 30, 2024, the remaining amount to be used under the ATM offering program is $5.8 million. Our future capital requirements will depend on many factors, including the Belami acquisition and integration of operations, our revenue growth rate, expenditures related to our headcount growth and manufacturing, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase parts to incorporate in our product offerings, the introduction of platform enhancements, and the market adoption of our platforms. We may continue to enter arrangements to acquire or invest in complementary businesses, products, and technologies. We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. We owe approximately $16.9 million under fixed rate obligations as of June 30, 2024. In addition, we owe GE certain minimum royalty payments under a license agreement and other accrued expenses which amounted to $2.5 million as of June 30, 2024. 22 On March 29, 2024, we entered into a letter agreement with Belami sellers, modifying certain obligations under the Stock Purchase Agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the Sellers on the first anniversary of the Closing. Each Seller received a Seller Note in an amount of $1,039,303 on the same date. In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal becoming due on May 16, 2025, and can be converted by the Sellers at any time at $3.00 per share of our common stock. As common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as the “Dell Working Capital Model”, we leverage our trades payable to finance our operations to lower our cost of capital, and accordingly, we may have negative working capital. This negative working capital is partly inherent to the relatively quick turnaround of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable. Our accounts receivable, inventory, net of trades payable, amounted to $(4.9) million and $(4.8) million as of June 30 and March 31, 2024, respectively. Please see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during the six-month period ended June 30, 2024 For the six months ended June 30, 2024 2023 Cash flows from operating activities: Net loss $ (17,139,150 ) $ (20,228,484 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,004,326 1,552,081 Gain on forgiveness of debt - (1,201,857 ) Share-based payments 6,070,935 10,638,534 Change in operating assets and liabilities: Working capital changes, net (2,333,130 ) 2,595,651 Net cash used in operating activities (10,397,019 ) (6,644,075 ) Cash flows from investing activities: Debt securities disposition proceeds, net - 7,436,103 Acquisition, net of cash acquired - (4,206,200 ) Purchase of property and equipment (279,277 ) - Net cash provided by (used in) investing activities (279,277 ) 3,229,903 Cash flows from financing activities: Proceeds from issuance of equity instruments, net of repayments 4,330,295 7,446,273 Proceeds from issuance of debt instruments, net (482,585 ) 10,202,100 Net cash provided by financing activities 3,847,710 17,648,373 Change in cash and cash equivalents, and restricted cash (6,828,586 ) 14,234,201 Cash, cash equivalents and restricted cash at beginning of period 22,430,253 9,461,597 Cash, cash equivalents and restricted cash at end of period $ 15,601,667 $ 23,695,798 23 The changes in working capital, net are primarily attributable to timing differences in accounts receivable, accounts payable and deferred revenues. Going Concern The Company’s liquidity sources include $ 15.6 million in cash and cash equivalents, including restricted cash of $4.9 million, and $ 6.5 million of working capital deficit as of June 30, 2024. The Company has a history of recurring operating losses and its net cash used in operating activities amounted to $10.4 million and $6.6 million during the six months ended June 30, 2024, and 2023, respectively. The Company has also generated net cash provided by financing activities of $3.8 million and $17.6 million during the six months ended June 30, 2024 and 2023, respectively. Accordingly, the Company’s management cannot ascertain that there is no substantial doubt that it will be able to meet its obligations as they become due within one year after the date that its financial statements are issued. Management intends to mitigate such conditions by supporting its continued growth, decreasing its cash used in operating activities through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary, generate cash provided by financing activities through its at the market offering or other equity or debt financing means. Non-GAAP Financial Measures Management considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods. Due to the significance of non-recurring items, EBITDA, as adjusted, enables our management to monitor and evaluate our business on a consistent basis. We use EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization expense associated with intangible assets, or items that do not involve a cash outlay, such as share-based payments, and non-recurring items, such as transaction costs. EBITDA, as adjusted, should be considered in addition to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in operating activities. This non-GAAP financial measure excludes significant expenses that are required by GAAP to be recorded in our financial statements and is subject to inherent limitations. Investors should review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure included below. Investors should not rely on any single financial measure to evaluate our business. For the three-months ended June 30, For the six-months ended June 30 2024 2023 2024 2023 Net loss $ (7,462,949 ) $ (12,268,215 ) $ (17,139,150 ) $ (20,228,484 ) Share-based payments 2,775,906 7,674,832 6,070,935 10,638,534 Interest expense 1,227,650 1,218,732 2,015,504 1,939,353 Depreciation, amortization 1,338,779 534,359 2,399,350 1,031,732 Transaction costs - 123,000 - 516,601 EBITDA, as adjusted $ (2,120,614 ) $ (2,717,292 ) $ (6,653,361 ) $ (6,102,264 ) Critical Accounting Policies Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2023 contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The following is a summary of those accounting policies that involve significant estimates and judgment of management. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. 24 Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates. Fair Value of Financial Instruments Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of June 30, 2024, and December 31, 2023, we believe the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation ”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Stock-based compensation is measured at the grant date based on the value of the award granted using the Black- Scholes option pricing model based on projections of various potential future outcomes and recognized over the period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses. 25 Revenue Recognition We account for revenues in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606). Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Recent Accounting Pronouncements Although there are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our financial position or results of operations. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As a “smaller reporting company”, we are not required to provide the information required by this Item. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives. As of the end of the period covered by this report, management, including our Principal Executive Officers and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based upon the evaluation, our Principal Executive Officers and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2024. Changes in Internal Controls Over Financial Reporting: There were no changes in our internal control over financial reporting during the quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 26 PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. As of the date of this Form 10-Q, we are not a party to any material legal matters or claims. Legal proceedings are inherently uncertain and the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance. ITEM 1A. RISK FACTORS There have been no material changes from the risk factors set forth in “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, other than as noted below. Our business, operations and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the report referenced above, together with all of the other information in such report and this Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face, and the disclosure of any risk factor should not be interpreted to imply that the risk has not already materialized. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements. We have begun to incorporate artificial intelligence capabilities in our product offerings, which may present operational and reputational risks. We are in the early stages of incorporating artificial intelligence (“AI”) capabilities into certain product offerings. These features may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased, we could be subject to competitive risks, potential legal liability, and reputational harm, and our business, financial condition and results of operations may be adversely affected. The use of AI capabilities may also result in cybersecurity incidents, and any such cybersecurity incidents related to our use of AI capabilities could adversely affect our business. Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, and compliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to use AI technologies in our products. There can be no assurance that the measures we have taken to mitigate the potential risks related to the use of AI technologies in our products will be sufficient. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or brand and reputational harm. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sales of Unregistered Securities There are no unregistered sales of equity securities during the period covered by this report that were not previously reported in a Current Report on Form 8-K. Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs April 2024 — $ — — — May 2024 — — — — June 2024 8,909 0.91 — — Total 8,909 $ 0.91 — — (1) Includes shares repurchased to satisfy tax withholding obligations due upon the vesting of restricted stock held by certain employees. We did not pay cash to repurchase these shares, nor were these repurchases part of a publicly announced plan or program. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. Item 5. Other Information Rule 10b5-1 Trading Plans During the quarter ended June 30, 2024, 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). 27 Item 6. Exhibits Exhibit No. Description of Exhibit 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 herein to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2022). 10.1 Amendment of Letter Agreement relating to Trademark License Agreement, dated April 11, 2024, among SKYX Platforms Corp., SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 17, 2024). 10.2 Convertible Promissory Note, dated April 11, 2024, issued to GE Trademark Licensing, Inc. (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 17, 2024). 10.3* SKYX Platforms Corp. Amended and Restated 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2024). 31.1 Certification by Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification by Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.3 Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification by Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certification by Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.3 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, 2024, 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. 28 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 12, 2024 By:  /s/ John P. Campi John P. Campi, Co- Chief Executive Officer (Principal Executive Officer) Date: August 12, 2024 By:  /s/ Leonard J. Sokolow Leonard J. Sokolow, Co-Chief Executive Officer (Principal Executive Officer) Date: August 12, 2024 By:  /s/ Marc-Andre Boisseau Marc-Andre Boisseau, Chief Financial Officer (Principal Financial and Accounting Officer) 29