UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2025
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)
2855
W. McNab Road
Pompano
Beach, Florida33069
(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
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The
aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $87,129,729 based on the closing
price as reported on The Nasdaq Stock Market LLC as of June 30, 2025, the last business day of the registrant’s most recently completed
second fiscal quarter.
As
of March 18, 2026, the registrant had 133,281,119 shares of common stock, no par value per share, issued and outstanding.
TABLE
OF CONTENTS
Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1
RISK FACTORS SUMMARY 2
PART I
Item 1. Business 3
Item 1A. Risk Factors 13
Item 1B. Unresolved Staff Comments 36
Item 1C. Cybersecurity 37
Item 2. Properties 38
Item 3. Legal Proceedings 38
Item 4. Mine Safety Disclosures 38
PART II
Item 6. [Reserved] 39
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46
Item 8. Financial Statements and Supplementary Data 46
Item 9A. Controls and Procedures 46
Item 9B. Other Information 47
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47
PART III
Item 10. Directors, Executive Officers and Corporate Governance 48
Item 11. Executive Compensation 54
Item 14. Principal Accountant Fees and Services 71
PART IV
Item 15. Exhibits and Financial Statement Schedules 72
SIGNATURES 76
FINANCIAL STATEMENTS F-1
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K (this “Form 10-K”) of SKYX Platforms Corp. (the “Company,” “Sky Technologies,”
“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-K, 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 outcomes that are difficult to predict and may be outside our control, which 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-K include, but are not limited to, statements about:
● any downturn in the cyclical industries in which our customers operate;
● the potential outcome of any legal proceedings;
● our ability to successfully sell and distribute our products and technologies;
● our ability to attract and retain key executives and qualified personnel;
● our estimated total addressable market;
● the potential impact of natural disasters and other catastrophic events;
● risks related to ownership of our common stock;
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-K. Investors should refer to the “Risk Factors” section of this Form 10-K 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-K 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-K represent our views as of the date of this Form 10-K. 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-K.
RISK
FACTORS SUMMARY
The
following is a summary of the principal risks that could materially adversely affect our business, results of operations and financial
condition, all of which are more fully described in the section titled “Risk Factors.” This summary should be read in conjunction
with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business,
as it does not address all of the risks that we face.
● We depend on a limited number of third-party manufacturers and suppliers.
PART
I
ITEM
1. BUSINESS
Our
Mission
As
electricity is a standard in every home and building, our mission is to make homes and buildings become safe advanced and smart as the
standard.
Overview
Sky
Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with almost 100 U.S. and global patents and
patent pending applications. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety
and lifestyle in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in
the U.S. and globally. In addition, during 2023, we expanded our operations by acquiring an online retailer and e-commerce provider specializing
in home lighting, ceiling fans, and other home furnishings.
Our
first- and second-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely
and plugged into 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 hardwired 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 (“BLE”) and voice control connections. The SkyHome
App allows scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and much more.
We
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.
Our
third-generation technology is an all-in-one safe and smart advanced platform (the “Smart Sky Platform”) that is designed
to enhance all-around safety and lifestyle of homes and other buildings.
We
believe that our patented advanced, safe and smart home platform technologies will enhance and promote safety in homes and buildings
and make them smart, as a standard, in a fraction of the time and cost, as compared to other market products.
We
believe that our smart home products will enable builders to deliver smart homes as a standard, in the same way they deliver electricity
and appliances as a standard.
As
our products, including our advanced, safe and smart products, can be easily implemented and installed in both existing and new homes
and buildings in just minutes, installing our products is expected to save a major part of the cost and time associated with installation
of smart home products. 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, secure and smart. Similar to how smartphones serve people as an all-in-one personal
smart platform, we believe that our all-in-one Smart Sky Platform will enable every room in homes and other buildings to include a smart
platform as a standard.
The
Smart Sky Platform technology is an open system that can integrate with both existing and new smart home features, devices, and systems.
The Smart Sky Platform is designed and built in a way that it can accommodate additional smart home features, enabling the platform to
serve as a gateway for safe and smart technologies into rooms/homes, buildings, and that it can act like a “Panama-Canal”
that can accommodate other type of software systems, wireless systems, electronic chips and more.
Substantially
most of our revenues come from the resale of third-party products, which include ceiling fans, heaters, light fixtures, paired, to the
extent possible, with our standard “plug and play” feature either built in or with an adaptive kit. The products with the
plug and play built in feature are described further below under “Products-Our First Product Gen-1: The Weight Bearing Power-Plug”.
Our newer line of products, include a universal “plug and play” adapter kit, Our smart products, which will include smart
light fixtures and ceiling fans with our smart “plug and play” features, and our Sky Smart Gen-3 All-in-One Smart Home Platform.
Additional information regarding our newer line of products is described below under “Products-Advanced Products” and “-Smart
Products- Gen-2.” We shifted to smart products because we believe that the market has great demand for smart advanced products,
and that we will be able to generate significant sales from our new line of advanced and smart products from direct sales as well as
from licensing. 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 few months. We also expect to continually expand the collection of third-party products
that can be paired with our “plug and play” technology.
E-Commerce
On
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.
Safety
We
believe that safety is a necessity and the top priority in all aspects of life. Therefore, our technologies and products emphasize human
safety, home, building and property safety and security, while combining safety features with high demand smart home features. We believe
our products should contribute to the elimination of many cases of hazardous incidents, including ladder falls, electric shock/electrocutions,
fires, carbon monoxide poisonings, injuries and deaths, as management believes that our products will result in easier installation processes
and enhance the use of life saving products such as smoke detectors, carbon monoxide detectors, and emergency lights, among other products.
Our products, including the Smart Sky Platform, incorporate our “plug and play” technology, which eliminates the need to
touch wires during the later plug-in installation, replacement and maintenance, and cleaning and, accordingly, could result in reduced
incidents of electrical shocks and fires resulting from faulty wiring. While the installation of our products and retrofitting of electrical
services does not require the services of a licensed electrician, it does not preclude the services of a licensed electrician. As more
individuals engage in do-it-yourself (DIY) lighting projects, using our products rather than traditional lighting products could reduce
incidents of incorrect wiring, shocks, injury and even death. In addition, we believe installing our products will allow installers to
spend less time on a ladder during initial installation. Installers often wire light fixtures and fans while also holding such fixture
or fan; with our products, including the Smart Sky Platform, the initial receptacle installation will be completed on the ladder and,
afterwards, the fixture can simply be plugged into place, resulting in a faster and, we believe, much safer process, as installers can
focus on wiring without also holding potentially heavy or breakable fixtures. Further, the Smart Sky Platform will incorporate a hard-wired
smoke detector with battery back-up and a carbon monoxide monitor, which we believe could reduce injuries and deaths from fire and carbon
monoxide poisoning.
Products
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 during 2023 and expect to manufacture and make commercially available our Smart Sky
Platform within the next few months.
Our
First Product Gen-1: The Weight Bearing Power-Plug
Our
first patented technology was the Gen-1 Power-Plug, a weight bearing power plug that acts as a safe and quick installation device, designed
for “plug and play” installation of weight bearing electronics, such as light fixtures, ceiling fans and other electrical
products, into ceiling electrical outlet boxes.
Our
patented technology consists of a fixable socket and a revolving plug (the Power-Plug) for conducting electric power and supporting an
electrical appliance attached to a wall or ceiling. The socket is comprised of a non-conductive body that houses conductive rings connectable
to an electric power supply through terminals in its side exterior. The Power-Plug, which is comprised of a non-conductive body that
houses corresponding conductive rings, attaches to the socket via a male post and can feed electric power to an appliance. The Power-Plug
also includes a second structural element allowing it to revolve with a releasable latch that, when engaged, provides a retention force
between the socket and the Power-Plug to prevent disengagement. The socket and Power-Plug can be detached by releasing the latch, disengaging
the electric power from the Power-Plug. The socket is designed to replace the support bar incorporated in electric junction boxes, and
the Power-Plug can be installed in light fixtures, ceiling fans, wall sconce fixtures and other electrical devices and products. Once
installed, the socket can remain affixed to the junction box, enabling any electronic fixture installed with the Power-Plug to be connected
and/or removed in seconds. The combined socket and Power-Plug technology are referred to throughout this Form 10-K as the “Sky
Plug & Receptacle”.
We
previously sold products with the Sky Plug & Receptacle built in, including ceiling fans and light fixtures. We wound down the sales
of our standard products by discontinuing production of light fixtures and ceiling fans that include the older version of our standard
Sky Plug & Receptacle in favor of launching our new line of products described below.
Advanced
Gen-1 Products
Sky
Universal Power-Plug & Receptacle: Our universal “plug and play” Sky Plug & Receptacle technology is comprised of
two devices. The first device is a male Power-Plug Retrofit Kit, which can be easily embedded in the base of light fixtures and ceiling
fans. The second device is a Ceiling Receptacle, which can be connected to a ceiling outlet box. After a one-time installation of the
Ceiling Receptacle to a ceiling outlet box, a light fixture or ceiling fan that includes the Power-Plug Retrofit Kit can be plugged into
the Ceiling Receptacle within seconds. The Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents
in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc.
Smart
Products
Our
Gen-2 Smart Products have advanced smart and safety technologies, have unique modern designs and are controlled by our proprietary SkyHome
App or through voice control. All these products can be linked to the SkyHome application that works with both iPhones and Android phones
to control features and specifications of connected devices, such as scheduling and eco/energy-saving mode. Gen-2 products also integrate
with AI home assistants Siri, Alexa, Google Home, Samsung SmartThings, and more. Our SkyHome App and Gen-2 products are an open system
that can integrate with other smart home devices and systems.
SkyHome
App: Our proprietary SkyHome Application works with both iPhones and Android phones. The SkyHome App controls products through WIFI
and BLE and is designed to control our products through additional communication methods as needed. The SkyHome App controls various
products, features and specifications, including scheduling, safety features, security features, lifestyle features, sound, lights, dimming,
emergency back-up battery and much more.
Sky
Smart Gen-2 - Universal Power-Plug & Receptacle: 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, which can be simply embedded to the
base of light fixtures and ceiling fans, enabling them to become both “plug and play” and smart. The second device is a Ceiling
Receptacle that can be simply connected to a ceiling outlet box. After a one-time simple installation of the Ceiling Receptacle to a
ceiling outlet box, a light fixture or ceiling fan that includes the male Smart Power-Plug Retrofit Kit can be plugged into the Ceiling
Receptacle within seconds. Our Smart Power-Plug is controlled by our proprietary SkyHome App or through voice control and is an open
system that can integrate with other smart home devices and systems. Our Smart Power-Plug is connected through WIFI and BLE, and includes
numerous smart features, including scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing
and more. We believe that, due to safety, convenience, cost and time, all hard-wired electrical products, such as light fixtures and
ceiling fans, should become plug and play and smart, as the standard, enabling consumers to plug their fixture and control them through
their smartphones at any time. The Smart Universal Power-Plug & Receptacle should contribute to the elimination of hazardous incidents
in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries, and deaths, etc.
Sky
- Smart Gen2 for Plug and Play Ceiling Fans: Our line of high-end smart plug and play ceiling fans can be installed to our matching
ceiling receptacle within seconds. Our smart ceiling fans incorporate advanced technologies, have unique modern designs, and are controlled
by our proprietary SkyHome App or through voice control, and are an open system that can integrate with other smart home devices and
systems. Our Smart Plug and Play Ceiling Fan is connected through WIFI and BLE, and includes numerous smart features, including scheduling,
energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety,
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 smartphones at any time. The Smart Plug and Play Ceiling Fan
should contribute to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions,
fires, injuries, and deaths, etc.
Sky
- Smart Gen-2 for Plug and Play Lighting: Our line of high-end Smart Plug and Play light fixtures can be installed to our matching
ceiling receptacle within seconds. Our smart light fixtures incorporate advanced technologies, have unique modern designs, and are controlled
by our proprietary SkyHome App or through voice control, and are an open system that can integrate with other smart home devices and
systems. Our smart light fixture is connected through WIFI and BLE, and includes numerous smart features, including scheduling, energy
saving-eco mode, dimming, back-up emergency light, night light, light color changing and more. We believe that, due to safety, convenience,
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 smartphones at any time. The Smart Plug and Play Lighting should contribute
to the elimination of hazardous incidents in homes and buildings including ladder falls, electric shock/electrocutions, fires, injuries,
and deaths, etc.
Sky
- All-In-One Smart Sky Platform: As most people spend a majority of their time in their homes, we believe that they should have an
easy solution to make their homes safe, secure, and smart in a simple way and as the standard. 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. Our all-in-one Smart Sky Platform is designed to enhance the all-around
safety and lifestyle of homes and other buildings and can be easily implemented and installed to the ceiling receptacle in both existing
and new homes and other buildings within minutes. Our Smart Sky Platform includes advanced smart and safety technologies, has unique
modern designs and is controlled by our proprietary SkyHome App or through voice control. It is an open system that can integrate with
other smart home devices and systems.
As
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. Our Smart Sky Platform is connected through WIFI and
BLE, includes numerous smart and safety features, including a smart smoke detector, a smart carbon monoxide detector, time scheduling,
temperature sensor, humidity sensor, WIFI extender, energy saving-eco mode, high quality speakers, and a back-up battery that can power
back-up internet and an emergency light, as well as dimming, night light, light color changing and more. The platform’s electrical
power and transformer, combined with the size of our platform’s data storage space, which represents vast electronic “Real-Estate”
in terms of today’s technology, driven by microchips, enables the platform to accommodate a significant amount of software as well
as electronic microchips, while the unique ceiling location of the platform significantly enhances the performance of the platform’s
features, including WIFI and BLE, as well as the performance of sensors and alarms.
The
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
access to the best location for the gathering and distribution of electronic signals, virtually unlimited power for our low-voltage safety
and smart features, and a vast amount of electronic real estate.
This
open-system Smart Sky Platform Gen-3 is intended to seamlessly integrate unrelated safe and smart products into a single, spatially designed
unit whose functionality is controlled by an all-in-one app, the SkyHome App. The Smart Sky Platform is intended to eliminate the need
for installation of numerous stand-alone devices and their integration into a single working unit.
The
adoption of the Smart Sky Platform should contribute to the elimination of hazardous incidents in homes and buildings including ladder
falls, electric shock and electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.
Sustainability
We
aim to provide safe and sustainable solutions to consumers, who increasingly consider sustainability and energy efficiency when purchasing
products. We believe that creating sustainable products and streamlining our operations drives efficiency, innovation and, ultimately,
long-term value-creation. In designing and improving our products, we consider and apply sustainability strategies, as appropriate. For
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 are more energy-efficient than traditional lighting products.
Cybersecurity
We
have implemented measures and protocols to ensure that our users’ information is safe and protected. We implement advanced cybersecurity
measures and protocols to ensure that our software, technologies, servers, products, platform, and devices are all protected to prevent
any type of unauthorized or illegal access or interference to our software, technologies, servers, products, platforms, and devices.
Our
products, platforms and devices communicate over MQTT and are encrypted over Transport Layer Security, with each individual product,
platform and device having its own set of certificates, keys, and universally unique identifiers, which ensures that each device can
only communicate with its own topic. This ensures that even in extreme cases of illegally gaining control over a specific device, it
will not affect other devices.
Each
login to the platform generates the user a temporary token that grants access to the services for a limited amount of time, which ensures
that there is no permanent access token that can be used by hackers for unauthorized access. Each token has permissions to access only
the user’s resources.
Our
solutions are designed in a way that the user will need to conduct a restricted set of permissions, thus minimizing the risk of unwanted
users gaining control over other locations.
Sky
Plug & Receptacle - NEC Code
The
National Electrical Code (“NEC”) is the U.S. electrical safety building code, and is the benchmark for safe electrical design,
installation, and inspection to protect people and property from electrical hazards. 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.
Based
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. The Company has provided data relating to safety aspects of its receptacle as to electrocutions, fires and ladder falls
to NEC.
One
of the key votes and segments relating to our technologies in the NEC Code Book was the change of the definition of “receptacle”
in the Code Book, which we believe is one of the most significant additions to the NEC in the past 120 years. The NEC leads the United
States and globally with respect to electrical safety standards; as such, we believe the reputable standards of the NEC can assist with
the adoption of our technology in additional countries.
Pursuant
to these NEC provisions, the Sky Plug & Receptacle enables builders to expedite and obtain a Certificate of Occupancy without the
need to install a light fixture to the ceiling.
During
the third quarter of 2022, the Company received NEC generic name approval for its weight-bearing safe plug and play outlet/receptacle
for ceilings as WSCR (Weight-Supporting Ceiling Receptacle) for its universal ceiling outlet and WSAF (Weight-Supporting Attachment Fitting)
for its ceiling plug. The specifications for the WSCR and WSAF received a standardization approval vote by the American National Standards
Institute (ANSI) and the National Electrical Manufacturers Association (NEMA), leading U.S. standardization organizations. The American
National Standards Institute’s and the National Electrical Manufacturers Association’s vote for the standardization of the
Company’s weightbearing plug and outlet/receptacle for ceilings does not guarantee approval by the National Fire Protection Association’s
(NFPA) Committee on the National Electrical Code (which consists of multiple code-making panels and a technical correlating committee
and develops the NEC) or any other trade or regulatory organization and does not guarantee that any of the Company’s products will
become NEC mandatory in any jurisdiction, or that any of the Company’s current or future products or technologies will be adopted
by any state, country, or municipality, within any specific timeframe or at all.
We
filed an application with the NEC seeking mandatory safety standardization for our ceiling outlet receptacle platform in September 2023.
The filing of the Company’s application for a mandatory safety standardization with the NEC does not guarantee approval within
any specific timeframe or at all.
Intellectual
Property
Developing
and maintaining a strong intellectual property position is one of the most principal elements of our business. We rely on a combination
of patents, copyright, trademarks, and trade secret laws, as well as confidential procedures and contractual provisions, to protect our
proprietary technology and our brands. We enter into confidentiality and proprietary rights agreements with our employees, consultants
and other third parties. We have sought, and will continue to seek, patent protection for our technology and for improvements to our
technology, as well as for any of our other technologies where we believe such protection will be advantageous. In addition, certain
intellectual property and proprietary information held by a third party is central to our products and technologies. If we lose our rights
to use such intellectual property and proprietary information in the future, our business or operating results and our ability to compete
could be adversely impacted.
We
protect our intellectual property through various aspects and strategies including broad and particular intellectual property claims.
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 advantage.
Employees
Our
management members include leading executives from various industries and have joined us as they believe in our vision, technology, and
strategy. Many of our key personnel are employed pursuant to an employment agreement or a consulting agreement.
As
of December 31, 2025, we had 73 employees, including 71 full-time employees. 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.
Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our current
and future employees. We encourage and support the growth and development of our employees. Continual learning and career development
is advanced through ongoing performance and development conversations with employees, and reimbursement is available to employees for
seminars, conferences, formal education, and other training events employees attend in connection with their job duties.
Our
core values of accountability, openness, and integrity underscore everything we do and drive our day-to-day interactions. The safety,
health and wellness of our employees is a top priority.
Business
Strategy
We
believe that our advanced-safe-smart platform technologies will disrupt and positively influence various industries, both in the U.S.
and globally, and that, due to ease of installation, time savings, cost savings on installations and the safety aspect of our product,
our product provides a competitive advantage within the light fixture, ceiling fan, and smart home industries:
Our
Advanced All-In-One Smart Sky Platform significantly enhances smart home products’ performance, including the speed and range of
both WIFI and Bluetooth, as well as the performance of sensors and alarms. We believe that widespread adoption of the All-In-One Smart
Sky Platform should contribute to the elimination of most related hazardous incidents in homes and buildings including ladder falls,
electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths. Therefore, we believe our product is a necessity
in rooms, homes, and buildings.
Our
Advanced All-In-One Safe Smart Sky Platform can be used in existing homes and buildings, by builders, rental properties, hotels, cruise
ships, elder living facilities, schools, hospitals, offices, commercial, retail, and other.
We
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 within the next few months. Bringing our products
to market will require us to take certain steps, including, but not limited to, the following:
Expected
Revenue Stream
We
believe our products will enable us to access a global market with multiple revenue streams, including the following:
Our
History
We
began in 2004 and started developing the Sky Plug & Receptacle technology in 2007 for installation of light fixtures and ceiling
fans during manufacturing and as a Retrofit Kit for installing the Sky Technology in existing light fixtures and ceiling fans. Historically,
we have sold hundreds of thousands of units of the Sky Plug & Receptacle technology through original equipment manufacturing and
through other channels to lighting manufacturers and retailers who installed the Sky Plug & Receptacle technology into their lighting
fixtures for sale at retail stores. We also sold, directly to retailers, approximately hundreds of thousands of Sky Plugs & Receptacles
embedded with ceiling fans. We wound down our standard product sales by discontinuing production of light fixtures and ceiling fans that
include the older version of our standard Sky Plug & Receptacle, in favor of licensing our product and developing our Smart Power-Plug
and Smart Sky Platform technologies. In addition, in April 2023, we acquired Belami, an online retailer and e-commerce provider specializing
in home lighting, ceiling fans, and other home furnishings.
Third-Party
Manufacturing and Suppliers
Our
business model entails the use of third-party manufacturers to produce the Sky Technology product. The manufacturers currently used by
us are in China. To further ensure that quality specifications are maintained, we maintain an office in the Guangdong province in China
that is staffed with GE trained auditors who regularly inspect the products that are being produced by third-party manufacturers.
Raw
materials used in our products include copper, aluminum, zinc, steel, acrylonitrile butadiene styrene (ABS) plastic, and wood. We also
purchase integrated circuit chip sets or other electronic components from third-party suppliers or rely on third-party independent contractors,
some of which are customized or custom made for us. While we have experienced shortages in obtaining necessary materials, including zinc,
copper, and steel, as well as integrated circuit chips to be used in our products, we have been able to make other arrangements and find
additional suppliers as necessary. 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 assorted products or modify our design if necessary. Geopolitical matters, including
the impact of tariffs and other trade sanctions or barriers, may also impact our manufacturing.
We
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.
We
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
year.
Competition
We
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.
Our
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 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.
Government
and Environmental Regulation
Although
not legally required to do so, we strive to obtain certifications for substantially all our products, both in the United States, and,
where appropriate, in jurisdictions outside the United States. Products certified by a Nationally Recognized Testing Laboratory (“NRTL”),
such as UL, Intertek Testing Lab (ETL) or Canadian Standards (CSA), bear a certification mark signifying that the product complies with
the requirements of the product safety standard. UL Standards are used for evaluation of U.S. products, CSA Standards for Canada and
IEC (International Electrotechnical Commission) Standards for European countries. 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), 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. In addition, certain electronic products
require Federal Communications Commission (“FCC”) certification, and we have obtained FCC certification on applicable products
to ensure electromagnetic interference compliance. Although we believe that our broad knowledge and experience with electrical codes
and safety standards have facilitated certification approvals, we cannot provide any assurance that we will be able to obtain any such
certifications for our new products or that, if certification standards are amended, we will be able to maintain such certifications
for our existing products.
Our
facilities and operations are subject to federal, state, and local laws and regulations relating to environmental protection and human
health and safety. Some of these laws and regulations may impose strict, joint and several liabilities on certain persons for the cost
of investigation or remediation of contaminated properties. These persons may include former, current or future owners or operators of
properties and persons who arranged for the disposal of hazardous substances. Our leased real property may give rise to such investigation,
remediation and monitoring liabilities under environmental laws. In addition, anyone disposing of certain products we distribute, such
as fluorescent lighting, must comply with environmental laws that regulate certain materials in these products. We believe that we are
complying, in all material respects, with applicable environmental laws. As a result, we do not anticipate making significant capital
expenditures for environmental control matters either in the current year or in the near future.
Corporate
History and Information
We
were originally organized in May 2004 as a Florida limited liability company under the name of Safety Quick Light, LLC. We converted
to a Florida corporation on November 6, 2012. Effective August 12, 2016, we changed our name from “Safety Quick Lighting &
Fans Corp.” to “SQL Technologies Corp.,” and, effective June 14, 2022, we changed our name to “SKYX Platforms
Corp.” We currently do business as “Sky Technologies.” Our principal executive offices are located at 2855 W. McNab
Road, Pompano Beach, Florida 33069, and our telephone number is (855) 759-7584. Our website can be found at www.skyplug.com. The information
contained in or accessible from our website is not incorporated into this Form 10-K, and you should not consider it part of this Form
10-K. We have included our website address in this Form 10-K solely as an inactive textual reference.
Available
Information
We
are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Exchange
Act requires us to file periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).
The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the SEC. These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov.
We
maintain a website at www.skyplug.com, and we make our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K and amendments to those reports available on our website, free of charge, as soon as reasonably practicable after such reports
have been filed with or furnished to the SEC. Information contained on or accessible through our website is not a part of, and is not
incorporated by reference into, this Annual Report on Form 10-K or any other report or document we file with the SEC. Our Code of Business
Conduct and Ethics, as well as any waivers from and amendments to the Code of Business Conduct and Ethics, is also posted on our website.
ITEM
1A. RISK FACTORS
You
should carefully consider the risks described below, together with all of the other information included in this Form 10-K, including
our consolidated financial statements and related notes included elsewhere in this Form 10-K, before making an investment decision. Our
business, financial condition and results of operations, as well as the trading price of our common stock, could be materially and adversely
affected by any of these risks or uncertainties. There may be additional risks that are not presently material or known. You should not
interpret the disclosure of any risk factor to imply that the risk has not already materialized.
These
disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and
its securities in the future. References to past events are provided by way of examples only and are not intended to be a complete
listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Risks
Related to Our Business
We
have incurred net losses since inception, and we cannot assure you that we will ever generate sustainable revenue; in addition, our business
has evolved, which makes it difficult to predict our future operating results.
We
have incurred net losses since inception. In addition, in recent years, we have shifted our business strategy to transition to developing
and manufacturing smart products and technologies and further evolved our strategy by acquiring an online retailer and e-commerce provider
specializing in home lighting, ceiling fans, and other home furnishings during 2023. As a result of these recent changes to our business
strategy, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability
to plan for and model our future growth. It is difficult to predict our future revenues and appropriate budget for our expenses, and
we may have limited insight into trends that may emerge and affect our business. Rather than relying on historical information, financial
or otherwise, to evaluate us, you should evaluate us in light of your assessment of the growth potential of our business and the expenses,
delays, uncertainties and complications typically encountered by businesses in the early stage of their product development and launch,
many of which will be beyond our control. We are subject to the substantial risk of failure facing businesses seeking to develop and
commercialize new products and technologies, as well as integrating additional operations, as well as the following risks, among others:
● lack of sufficient capital;
● uncertain revenue generation.
If
our assumptions regarding these risks and uncertainties are incorrect or change due to changes in our industry, or if we do not address
these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.
We
have a history of operating losses and will likely incur losses in the future as we continue our efforts to transition our product lines,
achieve our strategic initiatives, grow our business and streamline our operations at a profitable level.