As
filed with the Securities and Exchange Commission on July 11, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
SKYX
Platforms Corp.
(Exact
name of registrant as specified in its charter)
Florida
(State or other jurisdiction
of
incorporation or organization) |
|
46-3645414
(I.R.S. Employer
Identification
No.) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(Address
of principal executive offices) (Zip code)
SKYX
Platforms Corp. Amended and Restated 2021 Stock Incentive Plan
(Full
title of the plan)
Leonard
J. Sokolow
Co-Chief
Executive Officer
SKYX
Platforms Corp.
2855
W. McNab Road
Pompano
Beach, Florida 33069
(855)
759-7584
(Name,
address and telephone number, including area code, of agent for service)
Copies
to:
Jurgita
Ashley
Thompson
Hine LLP
3900
Key Center
127
Public Square
Cleveland,
Ohio 44114
(216)
566-5500
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
SKYX
Platforms Corp. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) to register the offering of an additional 20,000,000 shares
of common stock, no par value per share (“Common Stock”), of the Registrant, which are issuable under the SKYX Platforms
Corp. Amended and Restated 2021 Stock Incentive Plan (the “Plan”) as a result of an increase to the reserve under the Plan,
as approved by the Registrant’s stockholders at the Registrant’s annual meeting of stockholders held on July 10, 2024.
The
additional shares of Common Stock issuable pursuant to the Plan are securities of the same class as other securities for which a Registration
Statement on Form S-8 was filed with the Commission on February 10, 2022 (File No. 333-262613) (the “Prior Registration Statement”).
Accordingly, the contents of the Prior Registration Statement are incorporated by reference into this Registration Statement pursuant
to General Instruction E of Form S-8, except to the extent supplemented, amended or superseded by the information set forth below.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have previously been filed by the Registrant with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated herein by reference:
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the
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on April 1, 2024; |
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● |
the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 14, 2024; |
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● |
the
Registrant’s Current Reports on Form 8-K filed with the Commission on April 1, 2024, April 17, 2024, May 14, 2024, and July 10, 2024 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and |
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the
description of the Registrant’s common stock set forth in Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2023, together with any amendment or report filed with the Commission for the purpose of updating
such description. |
All
documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than
those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission) subsequent
to the filing of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold will be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated
or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits.
Exhibit
No. |
|
Description |
4.1 |
|
Articles of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-261829) filed with the Commission on December 22, 2021). |
4.2 |
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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 Registrant’s Registration Statement on Form S-1 (File No. 333-261829) filed with the Commission on December 22, 2021). |
4.3 |
|
Articles of Amendment to Articles of Incorporation (effective February 7, 2022) (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 14, 2022). |
4.4 |
|
Articles of Amendment to Articles of Incorporation (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 14, 2022). |
4.5 |
|
Articles of Amendment to Articles of Incorporation (effective May 2, 2023) (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 5, 2023). |
4.6 |
|
Second Amended and Restated Bylaws of the Registrant (effective June 14, 2022) (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 14, 2022). |
5.1 |
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Opinion of Thompson Hine LLP. |
23.1 |
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Consent of Independent Registered Public Accounting Firm. |
23.2 |
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Consent of Thompson Hine LLP (included in Exhibit 5.1). |
24.1 |
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Power of Attorney (included on the signature page to this Registration Statement). |
99.1 |
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Amended and Restated 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2024). |
99.2 |
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Form of Nonqualified Stock Option Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022). |
99.3 |
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Form of Incentive Stock Option Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022). |
99.4 |
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Form of Restricted Shares Award Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022). |
99.5 |
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Form of Restricted Share Unit Award Agreement (2021 Plan) (August 2022) (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 5, 2022). |
107 |
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Filing Fee Table. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pompano Beach, State of Florida, on July 11, 2024.
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SKYX
PLATFORMS CORP. |
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By: |
/s/
Leonard J. Sokolow |
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|
Leonard
J. Sokolow |
|
|
Co-Chief
Executive Officer and Director |
|
|
(Principal
Executive Officer) |
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of John P. Campi, Leonard J. Sokolow, Marc-Andre Boisseau, and Robin
Powell, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact, each with full power
of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign and file
amendments to this Registration Statement (including post-effective amendments), and to sign and file any registration statement for
the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under
the Securities Act, and all post-effective amendments thereto, including, in each case, filing all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
and any substitute or substitutes, full power and authority to do and perform each and every act and thing requisite, necessary and/or
advisable to be done in connection therewith, as fully and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, and their substitutes or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE |
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TITLE |
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DATE |
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By: |
/s/
John P. Campi |
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Co-Chief
Executive Officer |
|
July
11, 2024 |
|
John
P. Campi |
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(Principal
Executive Officer) |
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By: |
/s/
Leonard J. Sokolow |
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Co-Chief
Executive Officer and Director |
|
July
11, 2024 |
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Leonard
J. Sokolow |
|
(Principal
Executive Officer) |
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By: |
/s/
Marc-Andre Boisseau |
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Chief
Financial Officer |
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July
11, 2024 |
|
Marc-Andre
Boisseau |
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(Principal
Financial and Accounting Officer) |
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By: |
/s/
Rani R. Kohen |
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Executive
Chairman and Director |
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July
11, 2024 |
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Rani
R. Kohen |
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By: |
/s/
Nancy DiMattia |
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Director |
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July
11, 2024 |
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Nancy
DiMattia |
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By: |
/s/
Gary N. Golden |
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Director |
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July
11, 2024 |
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Gary
N. Golden |
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By: |
/s/
Efrat L. Greenstein Brayer |
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Director |
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July
11, 2024 |
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Efrat
L. Greenstein Brayer |
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Exhibit
5.1
July
11, 2024
SKYX
Platforms Corp.
2855
W. McNab Road
Pompano
Beach, Florida 33069
Re: |
Registration Statement on Form S-8 – SKYX Platforms Corp.
Amended and Restated 2021 Stock Incentive Plan |
Ladies
and Gentlemen:
SKYX
Platforms Corp., a Florida corporation (the “Company”), is filing with the Securities and Exchange Commission (the
“Commission”) a Registration Statement on Form S-8 (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 20,000,000 shares of common stock,
no par value per share, of the Company (the “Common Shares”), issuable pursuant to the Company’s Amended and
Restated 2021 Stock Incentive Plan (the “Plan”), as well as the authorized forms of stock option, restricted share,
restricted share unit or other applicable award agreements under the Plan (collectively, the “Award Agreements”).
Item
601 of Regulation S-K and the instructions to Form S-8 require that an opinion of counsel concerning the legality of the securities to
be registered be filed as an exhibit to a Form S-8 registration statement if the securities are original issue shares. This opinion is
provided in satisfaction of that requirement as it relates to the Registration Statement.
In
rendering this opinion, we have examined copies of (a) the Company’s Articles of Incorporation, as amended, and Second Amended
and Restated Bylaws, each in the form filed as exhibits with the Commission, (b) the Plan, in the form filed as an exhibit with the Commission,
and (c) such other records and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals,
and the conformity to the originals or certified copies of all documents submitted to us as copies thereof.
As
a result of the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion
that, under the laws of the State of Florida, when issued pursuant to and in accordance with the Plan and the applicable Award Agreements,
the Common Shares that are the subject of the Registration Statement will be validly issued, fully paid, and non-assessable.
In
rendering this opinion, we have assumed that the resolutions authorizing the Company to issue the Common Shares pursuant to the Plan
and the applicable Award Agreements will be in full force and effect at all times at which the Common Shares are issued by the Company
and that the Company will take no action inconsistent with such resolutions. We have further assumed that each award under the Plan has
been, or will be, approved by the Board of Directors of the Company or an authorized committee of the Board of Directors in accordance
with applicable law.
Our
opinion expressed above is limited to the Business Corporation Act of the State of Florida, as currently in effect, and we express no
opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
This
opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance
of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions
expressed herein.
We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission.
Very
truly yours,
/s/
Thompson Hine LLP
Thompson
Hine LLP
![](https://www.sec.gov/Archives/edgar/data/1598981/000149315224026879/ex5-1_002.jpg)
Exhibit
23.1
![](https://www.sec.gov/Archives/edgar/data/1598981/000149315224026879/ex23-1_001.jpg)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of SKYX Platforms Corp. of our report dated
April 1, 2024, which includes an explanatory paragraph as to the company’s ability to continue as a going concern, relating to
our audit of the financial statements of SKYX Platforms Corp. as of December 31, 2023 and 2022, and for the periods then ended, included
in SKYX Platforms Corp.’s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/
M&K CPAS, PLLC
www.mkacpas.com
Houston,
Texas
July
11, 2024
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
SKYX
Platforms Corp.
(Exact
Name of Registrant as Specified in its Charter)
Table
1 – Newly Registered Securities
Security
Type | |
Security
Class
Title | |
Fee
Calculation
Rule | |
Amount
Registered(1) | | |
Proposed
Maximum
Offering
Price
Per Unit | | |
Maximum
Aggregate
Offering
Price | | |
Fee
Rate | |
Amount
of
Registration
Fee | |
Equity | |
Common
Stock, no par value per share | |
Other(3) | |
| 20,000,000 | (2) | |
$ | 0.94 | (3) | |
$ | 18,800,000 | | |
$147.60
per $1,000,000 | |
$ | 2,774.88 | |
Total
Offering Amounts | | |
| | | |
$ | 18,800,000 | | |
| |
$ | 2,774.88 | |
Total
Fee Offsets | | |
| | | |
| | | |
| |
| — | |
Net
Fee Due | | |
| | | |
| | | |
| |
$ | 2,774.88 | |
|
(1) |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form
S-8 (the “Registration Statement”) also covers (i) such additional number of shares of common stock, no par value per
share, of SKYX Platforms Corp. (“Common Stock”) issuable upon stock splits, stock dividends, reclassifications, recapitalizations,
combinations or similar events or (ii) such reduced number of shares of Common Stock in respect of any reverse stock splits, stock
dividends, reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of Common
Stock being registered pursuant to this Registration Statement. |
|
|
|
|
(2) |
Represents
additional shares of Common Stock that were reserved for future issuance under the SKYX Platforms Corp. Amended and Restated 2021
Stock Incentive Plan. |
|
|
|
|
(3) |
Estimated
in accordance with Rules 457(c) and 457(h) under the Securities Act solely for purposes of calculating the registration fee and based
on the average of the high and low sales price per share of Common Stock as reported on The Nasdaq Stock Market LLC on July 5, 2024,
which date is within five business days prior to filing this Registration Statement. |
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