UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2025
SKYX PLATFORMS CORP.
(Exact name of Registrant as Specified in its Charter)
| Florida | 001-41276 | 46-3645414 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2855 W. McNab Road
Pompano Beach, Florida 33069
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (855) 759-7584
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective May 2, 2025, SKYX Platforms Corp. (the “Company”) filed an Articles of Amendment (the “Amendment”) to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock, no par value (the “Series A-1 Preferred Stock”), having an original issue price of $25.00 per share, with the Division of Corporations of the Florida Department of State. The Amendment was approved by the Company’s Board of Directors and by a majority of the holders of Series A-1 Preferred Stock. Pursuant to the Amendment, the Company increased the number of shares designated as Series A-1 Preferred Stock from 400,000 shares to 480,000 shares.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 3.1 | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (effective May 2, 2025). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| SKYX PLATFORMS CORP. | ||
| Date: May 8, 2025 | By: | /s/ Leonard J. Sokolow |
| Name: | Leonard J. Sokolow | |
| Title: | Co-Chief Executive Officer | |
Exhibit 3.1
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF SKYX PLATFORMS CORP.
ARTICLES OF AMENDMENT TO
CERTIFICATE OF DESIGNATION
OF RIGHTS, PREFERENCES AND PRIVILEGES
OF
SERIES A-1 PREFERRED STOCK
OF
SKYX PLATFORMS CORP.
Pursuant to Sections 607.0601 and 607.0602 of the Florida Business Corporation Act (the “FBCA”), SKYX Platforms Corp., a corporation organized and existing under the laws of the State of Florida (the “Corporation”), does hereby submit the following:
WHEREAS, pursuant to the Corporation’s Articles of Incorporation, dated November 6, 2012, the Corporation has 500,000,000 shares of common stock, no par value per share, and 20,000,000 shares of preferred stock, no par value per share (the “Preferred Stock”), authorized, and the Corporation’s Board of Directors (the “Board”) is authorized to issue and establish one or more series of the Preferred Stock and to fix the designation, rights, preferences, powers, restrictions, and limitations thereof;
WHEREAS, on July 31, 2024, the Board approved the establishment and designation of a series of Preferred Stock consisting of 400,000 shares, designated as Series A-1 Preferred Stock, pursuant to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (the “Original Certificate of Designation”), filed with the Florida Department of State on September 30, 2024;
WHEREAS, it is the desire of the Corporation and the Board to amend the Original Certificate of Designation to increase the number of authorized and designated shares of Series A-1 Preferred Stock from 400,000 shares to 480,000 shares;
WHEREAS, pursuant to Section X.C of the Original Certificate of Designation, the affirmative vote or written consent of the Majority Holders (as defined in the Original Certificate of Designation) is required to issue additional shares of Series A-1 Preferred Stock, and such approval has been obtained; and
WHEREAS, on March 21, 2025, the Board approved and authorized the Company to file these Articles of Amendment to the Original Certificate of Designation (this “Amendment”) for the purpose of increasing the number of shares designated as Series A-1 Preferred Stock.
NOW THEREFORE, BE IT RESOLVED that, pursuant to the authority conferred upon the Corporation, as required by Section 607.0601 of the FBCA, and in accordance with the provisions of its Articles of Incorporation and Third Amended and Restated Bylaws, each as amended and restated through the date hereof, the Board does hereby amend the Original Certificate of Designation as follows:
| 1. | Amendment to Section I (Designation and Amount). Section I of the Original Certificate of Designation is hereby amended and restated in its entirety to read as follows: |
“I. DESIGNATION AND AMOUNT
The designation of this series, which consists of 480,000 shares of Preferred Stock, is the Series A-1 Preferred Stock of the Corporation, no par value per share (the “Series A-1 Preferred Stock”) and the stated value shall be twenty-five U.S. dollars (USD $25.00) per share (the “Stated Value”).”
| 2. | No Other Changes. Except as expressly amended hereby, all other terms, conditions, rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock as set forth in the Original Certificate of Designation shall remain in full force and effect. |
RESOLVED FURTHER, that this Amendment shall become effective as of May 2, 2025 at 12:01 a.m. Eastern Time.
| Page 1 |
IN WITNESS WHEREOF, this Amendment is executed on behalf of the Corporation by its Chief Executive Officers on April 30, 2025.
| SKYX PLATFORMS CORP. | |
| /s/ John P. Campi | |
| John P. Campi, Co-Chief Executive Officer | |
| /s/ Leonard J. Sokolow | |
| Leonard J. Sokolow, Co-Chief Executive Officer |
| Page 2 |