What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-26 compared with 2025-03-24 · 89 added, 153 removed, 449 unchanged (35% of the section changed)

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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.

and plugged into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires.

play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet

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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.

and other hardwired electrical products.

In recent years, we have expanded the capabilities of our power-plug product, to include advanced

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App allows scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and much more.

believe that due to safety, convenience, cost, and time that all hard-wired electrical products, such as light fixtures, ceiling fans

and other products, should become plug and play and smart, as the standard, enabling consumers to plug their fixtures and control them

through their smart phones at any time.

believe that due to safety, convenience, cost, and time all hard-wired electrical products, such as light fixtures, ceiling fans and

other products, should become plug and play and smart, as the standard, enabling consumers to plug their fixtures and control them through

their smartphones at any time.

third-generation technology is an all-in-one safe and smart advanced platform (the “Smart Sky Platform”) that is designed

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As many people spend the majority of time at their homes, we believe that they should have an affordable, easily

installed, standard solution to make their homes safe, secured and smart.

installed, standard solution to make their homes safe, secure and smart.

Similar to how smartphones serve people as an all-in-one personal

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All advanced and smart products, other than our Smart Sky Platform, were available during 2023 and we expect our Smart

SKY Platform will be available within the next 12 months.

We also expect to continually expand the collection of third-party products that can be paired with our “plug

and play” technology.

April 28, 2023, we completed our acquisition (the “Closing”) of all of the issued and outstanding shares of Belami, an

online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings.

Many of the 60

websites acquired serve as a marketing and growth platform for our smart products and provide several distribution channels,

including to retail customers, builders, and professionals.

acquisition was completed in accordance with the terms and conditions of the Stock Purchase Agreement, dated February 6, 2023,

between the Company and the stockholders of Belami (the “Sellers”) (as amended, the “Stock Purchase Agreement).

The purchase price paid at the Closing consisted of $7,000,000 in cash (which excluded, among other things, $1.0 million released to

the Sellers from escrow) and an aggregate of 1,923,285 shares of the Company’s common stock.

At the Closing, $750,000 of the

purchase price was deposited into an escrow account, and was held for 12 months following the Closing as a source of recourse for

claims the Company may have against the Sellers under the Stock Purchase Agreement.

Prior to the Closing, Belami issued the

following promissory notes to the Sellers, which remain in place following the Closing and are guaranteed by the Company:

promissory notes in an aggregate amount of $1.0 million, which were paid in July 2023, which have a 90-day term and an interest rate

of 4.86% per annum (the “Closing Notes”);

and (ii) promissory notes in the aggregate amount of $239,266 (the

“Retained Earnings Notes”), which was equal to the difference between retained earnings, on the one hand, and the cash

and Closing Notes distributed to the Sellers prior to the Closing, on the other hand, and which amount is subject to adjustment,

which have a one-year term and an interest rate of 4.86% per annum.

Company agreed to pay to the Sellers on the first anniversary of the Closing, or April 28, 2024, (i) $3,117,408 in cash and (ii) a

number of shares of common stock equal to $5,560,262 divided by $3.00 per share.

The deferred payment was subject to a working

capital adjustment, as provided for in the Stock Purchase Agreement, and o offset for indemnification claims.

March 29, 2024, the Company and the Sellers entered into a letter agreement modifying certain obligations under the Stock Purchase

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

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.

The Seller Notes include customary events of default accelerating

maturity, including a breach of the Company’s covenants, representations and warranties under the Stock Purchase Agreement and

a change of control of Belami.

The Company performed all other obligations pursuant to the letter agreement arising on the first

anniversary of the Closing, including issuance of shares of common stock due to the Sellers, and the release of $750,000 held in

SKY Platform will be available within the next few months.

We also expect to continually expand the collection of third-party products

that can be paired with our “plug and play” technology.

April 28, 2023, we completed our acquisition (the “Closing”) of all of the issued and outstanding shares of Belami, an online

retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings.

Many of the sixty websites

acquired serve as marketing and growth platforms for our smart products and provide several distribution channels, including to retail

customers, builders, and professionals.

believe that safety is a necessity and the top priority in all aspects of life.

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manufacturing certain advanced and smart products during 2023 and expect to manufacture and make commercially available our Smart Sky

Platform during 2025.

Platform within the next few months.

First Product Gen-1:

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Our Sky Smart Universal Power-Plug & Receptacle system contains two devices.

First, the male Smart Power-Plug, which includes a smart electronic board, comes as a Retrofit Kit, that can be simply embedded to the

First, the male Smart Power-Plug, which includes a smart electronic board, comes as a Retrofit Kit, which can be simply embedded to the

base of light fixtures and ceiling fans, enabling them to become both “plug and play” and smart.

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ceiling fans, should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through

their smart phones at any time.

their smartphones at any time.

The Smart Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents

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convenience, cost and time, all hard-wired electrical products, such as ceiling fans, should become plug and play and smart, as the standard,

enabling consumers to plug their fixture and control them through their smart phones at any time.

enabling consumers to plug their fixture and control them through their smartphones at any time.

The Smart Plug and Play Ceiling Fan

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cost and time, all hard-wired electrical products, such as light fixtures, should become plug and play and smart, as the standard, enabling

consumers to plug their fixture and control them through their smart phones at any time.

consumers to plug their fixture and control them through their smartphones at any time.

The Smart Plug and Play Lighting should contribute

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We believe that our patented advanced-safe-smart

home platform technologies will make homes and buildings safer, and have numerous technological features and smart as a standard, in

a fraction of time and cost, compared to other market products.

home platform technologies will make homes and buildings safer and have numerous technological features and smart as a standard, in a

fraction of time and cost, compared to other market products.

Our all-in-one Smart Sky Platform is designed to enhance the all-around

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other smart home devices and systems.

smart phones serve people as an all-in-one personal smart platform, we believe that our all-in-one Smart Sky Platform technology will

smartphones serve people as an all-in-one personal smart platform, we believe that our all-in-one Smart Sky Platform technology will

enable every room in homes and buildings to have a smart platform as a standard.

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features, including WIFI and BLE, as well as the performance of sensors and alarms.

Smart Sky Platform is inconspicuous to the décor.

It is designed to install in only minutes over existing ceiling electrical outlet

boxes while allowing any pre-existing fixture to reconnect to the same box utilizing our Retrofit Kits.

Smart Sky Platform is inconspicuous to the decor.

It is designed to install in only minutes over existing ceiling electrical outlet boxes

while allowing any pre-existing fixture to reconnect to the same box utilizing our Retrofit Kits.

This innovation gives our products

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adoption of the Smart Sky Platform should contribute to the elimination of hazardous incidents in homes and buildings including ladder

falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths, etc.

falls, electric shock and electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.

Sustainability

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example, our products’ features include an energy savings economical mode, which can help users reduce their energy consumption,

and we generally use LED lighting in our ceiling fans and light fixtures, which is more energy-efficient than traditional lighting products.

and we generally use LED lighting in our ceiling fans and light fixtures, which are more energy-efficient than traditional lighting products.

Cybersecurity

have implemented measures and protocols to ensure that our users’ information is safe and protected.

We use high level of cybersecurity

We implement advanced cybersecurity

measures and protocols to ensure that our software, technologies, servers, products, platform, and devices are all protected to prevent

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installation, and inspection to protect people and property from electrical hazards.

It has been adopted in some form in all 50 states

It has been adopted in some form in all fifty states

in the United States and is intended to improve safety in U.S.

homes and buildings.

on the safety aspects of the Sky Plug & Receptacle, it was voted into the NEC and is represented by 10 different segments in the

on the safety aspects of the Sky Plug & Receptacle, it was voted into the NEC and is represented by ten different segments in the

NEC Code Book.

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any specific timeframe or at all.

and maintaining a strong intellectual property position is one of the most important elements of our business.

and maintaining a strong intellectual property position is one of the most principal elements of our business.

We rely on a combination

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protect our intellectual property through various aspects and strategies including broad and particular intellectual property claims.

We have over 96 U.S.

and global patents and patent applications, including in China, India, and Europe, as well in other countries around

These patents and patent applications protect different aspects of our technologies.

We sought intellectual property protection

of our technologies in China due to our current manufacturing operations and prospective sales in China’s market, and we sought

protection in India in anticipation of future growth into India’s developing market, both with respect to the sales of our products

and our potential operations.

As of December 31, 2024, in the U.S., we owned 10 issued patents, which expire from 2036 to 2038, and four

pending or published but not yet issued patents, and outside of the U.S., we owned 29 issued patents, which expire from 2026 to 2039,

and 53 pending or published but not yet issued patents.

We intend to diligently maintain and vigorously defend our intellectual property

and to enhance our patent protections actively and continuously in the U.S.

We have in excess of 100 U.S.

and global patents and patent applications, including in China, India, and Europe, as well in other countries

around the world.

These patents and patent applications protect various aspects of our technologies.

We sought intellectual property

protection of our technologies in China due to our current manufacturing operations and prospective sales in China’s market, and

we sought protection in India in anticipation of future growth into India’s developing market, both with respect to the sales of

our products and our potential operations.

We intend to diligently maintain and vigorously defend our

intellectual property and to enhance our patent protections actively and continuously in the U.S.

and globally.

The issued patents are directed to various

aspects of our platform technologies, including our smart and standard plug and play products, as well as our safe and smart platform

technologies.

As further innovations are developed, we intend to seek additional patent protection to enhance and maintain our competitive

Additionally, we have submitted 10 trademark applications, seven of which have been issued and three of which are pending.

Electric Agreement

December 2023, the Company renewed its five-year Licensing Master Services Agreement for U.S.

and global licensing services of its standard

and smart products (the “GE MSA”) with GE Technology Development, Inc.

(“GE”), while sunsetting its original

License Trademark Agreement with GE Trademark Licensing, Inc.

The term of the GE MSA runs for an initial five-year

term, includes automatic one-year renewal provisions, and replaces the Company’s Master Services Agreement for global licensing

services with GE dated June 14, 2019.

Pursuant to the GE MSA, GE’s licensing team will license certain of the Company’s standard

and smart products in the U.S.

and worldwide.

For each licensing program the Company engages GE to conduct, GE’s licensing team

will provide certain licensing services, including seeking and arranging for licensee partners, negotiating agreement terms, administering

contracts, auditing partners, assisting with monetization and patent protection strategy, and providing mutually agreed support to defend

the Company’s intellectual property.

The Company will pay a percentage of earned revenue to GE collected pursuant to license agreements

established in connection with a program commercialized by GE’s licensing team, or with certain licensees introduced by GE to the

connection with the sunsetting of the License Trademark Agreement, the Company and a subsidiary of the Company entered into a letter

agreement, as amended, with GE-TL restructuring the aggregate amount of $2.7 million in royalty payments owed to GE-TL to be paid over

thirteen quarterly installments, with the first two payments of $200,000 each being made in December 2023 and March 2024, respectively.

The final payment is scheduled for December 2026.

The Company also issued a three-year convertible promissory note of $1.0 million to

GE-TL in April 2024, in addition to the then agreed royalty payments.

The note does not bear interest, has a conversion price of $1.07

per share, and matures on April 11, 2027.

The issued patents are

directed to various aspects of our platform technologies, including our smart and standard plug and play products, as well as our safe

and smart platform technologies.

As further innovations are developed, we intend to seek additional patent protection to enhance and

maintain our competitive advantage.

management members include leading executives from various industries and have joined us as they believe in our vision, technology, and

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of December 31, 2025, we had 73 employees, including 71 full-time employees.

We also employ independent contractors to support

our operations.

We also employ independent contractors to support our operations.

We have never had a work stoppage, and none of our employees are represented by a labor union.

We consider our relations

with our employees to be good.

We expect to continue to expand our staff and team of engineers to develop our products and operate our

e-commerce websites.

We consider our relations with our employees

We expect to continue to expand our staff and team of engineers to develop our products and operate our e-commerce websites.

human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our current

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light fixtures should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires.

Our product is intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings,

Our product is intended to help prevent most of ladder-related falls, electric shock/electrocutions, fires, carbon monoxide poisonings,

injuries, and deaths.

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that ceiling fans should be installed to the ceiling within seconds, safely and without the need to touch dangerous electrical wires.

Our product is intended to help prevent most of related ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings,

Our product is intended to help prevent most of ladder-related falls, electric shock/electrocutions, fires, carbon monoxide poisonings,

injuries, and deaths.

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launched our new universal power plug, our SkyHome App, and our smart universal plug, as well as the smart ceiling fans and lighting

fixtures containing such plug, in 2023 and expect to launch our Smart Sky Platform during 2025.

Bringing our products to market will

require us to take certain steps, including, but not limited to, the following:

fixtures containing such plug, in 2023 and expect to launch our Smart Sky Platform within the next few months.

Bringing our products

to market will require us to take certain steps, including, but not limited to, the following:

Manufacturing :

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We sell our products on our e-commence websites.

We currently rely,

and plan to rely primarily, on product distribution arrangements with third parties.

We also expect to enter in additional sales,

distribution and/or licensing agreements in the future, and we may not be able to enter into these agreements on terms that are favorable

to us, if at all.

We currently rely, and plan to

rely primarily, on product distribution arrangements with third parties.

We also expect to enter in additional sales, distribution,

and/or licensing agreements in the future, and we may not be able to enter into these agreements on terms that are favorable to us,

We may also need to hire additional sales personnel.

While we have received a variety of final electrical code approvals, including

Underwriters Laboratories (“UL”), Underwriters Laboratories of Canada (cUL) and

Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book,

we may need or desire to obtain additional certifications for new product configurations,

which may increase the time and costs to complete our product launches.

In addition, we may

be unable to obtain new certifications or NEC mandatory status for our product offerings

While we have received a variety of final electrical code approvals, including Underwriters Laboratories (“UL”),

Underwriters Laboratories of Canada (cUL) and Conformite Europeenne (CE), and 2017 and 2020 inclusion in the NEC Code Book, we may

need or desire to obtain additional certifications for new product configurations, which may increase the time and costs to complete

our product launches.

In addition, we may be unable to obtain new certifications or NEC mandatory status for our product offerings

within a reasonable time, or at all.

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monitoring systems designed to sense movement, smoke, fire, carbon monoxide, temperature, and other environmental conditions and

hazards, monitoring home access and visitors and address personal emergencies such as injuries and other medical emergencies.

intend to market such services to homeowners and other types of facilities, including rental properties, hotels, cruise ships, elder

living facilities, schools, hospitals, offices, commercial, and retail.

hazards, monitoring home access and visitors and addressing personal emergencies such as injuries and other medical emergencies.

We intend to market such services to homeowners and other types of facilities, including rental properties, hotels, cruise ships,

elder living facilities, schools, hospitals, offices, commercial, and retail.

Our ability to provide such services depends on a variety

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that is staffed with GE trained auditors who regularly inspect the products that are being produced by third-party manufacturers.

materials used in our products include copper, aluminium, zinc, steel, acrylonitrile butadiene styrene (ABS) plastic and wood.

materials used in our products include copper, aluminum, zinc, steel, acrylonitrile butadiene styrene (ABS) plastic, and wood.

purchase integrated circuit chip sets or other electronic components from third-party suppliers or rely on third-party independent contractors,

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Going forward, we believe we can obtain more chips and other materials as needed within a reasonable

time period and may be able to replace components with different products or modify our design if necessary.

time period and may be able to replace components with assorted products or modify our design if necessary.

Geopolitical matters, including

the impact of tariffs and other trade sanctions or barriers, may also impact on our manufacturing.

also rely on a number of third-party suppliers to provision fans, lighting fixtures, and heaters to generate recurring revenues.

suppliers generally offer their products through multiple resellers if not directly to consumers.

There is no guarantee that the third-party

suppliers will continue to market their products through us.

While some of these suppliers provide larger volume than others, we do not

believe that the loss of any of such third-party suppliers would have a near-term critical impact on our operations.

use several suppliers to manufacture SKYX products most of which have their principal operations in China.

A significant portion of such

the impact of tariffs and other trade sanctions or barriers, may also impact our manufacturing.

also rely on third-party suppliers to provide fans, lighting fixtures, and heaters to generate recurring revenues.

Such suppliers generally

offer their products through multiple resellers if not directly to consumers.

There is no guarantee that the third-party suppliers will

continue to market their products through us.

While some suppliers provide larger volume than others, we do not believe that the loss

of any of such third-party suppliers would have a near-term critical impact on our operations.

use several suppliers to manufacture SKYX products, some of which have their principal operations in China.

A sizable portion of such

suppliers have or are expected to move their manufacturing relevant to our products to other countries in Southeast Asia within the next

believe our technologies are highly disruptive and edgy compared to other market technologies.

Our competitors for Sky

Technologies products vary based on our products, market, and industry.

believe our technologies are highly disruptive and innovative compared to other market technologies.

Our competitors for Sky Technologies products

vary based on our products, market, and industry.

for our Universal Power-Plug & Receptacle product:

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We believe we do not have significant direct competition at this point

to Smart Universal Power-Plug and & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

to Smart Universal Power-Plug & Receptacle product, although all lighting and ceiling fan manufacturers are potential competitors.

for our Smart Plug and Play Light Fixture products:

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competitors for our e-commerce websites, some of which have substantially greater resources than us, range from other online-only retailers

specializing in lighting and other home décor items, such as Wayfair and Overstock.com, to retailers with both online and physical

presences specializing in home décor, such as Pottery Barn and Crate and Barrel, to retailers that sell home décor items

as part of a much larger assortment of items, such as Amazon, Target, Home Depot and Lowe’s.

specializing in lighting and other home decor items, such as Wayfair and Overstock.com, to retailers with both online and physical presences

specializing in home decor, such as Pottery Barn and Crate and Barrel, to retailers that sell home decor items as part of a much larger

assortment of items, such as Amazon, Target, Home Depot and Lowe’s.

and Environmental Regulation

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We use UL as our main third-party NRTL safety laboratory.

While we have received a variety of safety certifications on our products, including UL, Underwriters Laboratories of Canada (cUL), Conformité

Européenne (CE) and International Electrotechnical Commission for Electrical Equipment Certification Body (the IECEE CB scheme),

we may need or desire to obtain additional certifications for new product configurations, which will increase the time and costs to complete

While we have received a variety of safety certifications on our products, including UL, Underwriters Laboratories of Canada (cUL), Conformite

Europeenne (CE) and International Electrotechnical Commission for Electrical Equipment Certification Body (the IECEE CB scheme), we may

need or desire to obtain additional certifications for new product configurations, which will increase the time and costs to complete

our product launches and which we may be unable to obtain within a reasonable time, or at all.

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We believe that we are

in compliance, in all material respects, with applicable environmental laws.

complying, in all material respects, with applicable environmental laws.

As a result, we do not anticipate making significant capital

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business