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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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SKYX Platforms Corp. (Name of Issuer) |
Common Stock, no par value per share (Title of Class of Securities) |
78471E105 (CUSIP Number) |
Dov Shiff c/o SKYX Platforms Corp., 2855 W. McNab Road Pompano Beach, FL, 33069 (855) 759-7584 Jurgita Ashley Thompson Hine LLP, 3900 Key Center, 127 Public Square Cleveland, OH, 44114 (216) 566-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 78471E105 |
| 1 |
Name of reporting person
Dov Shiff | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,142,609.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Number of shares beneficially owned by Mr. Shiff with sole voting and dispositive power includes 40,000 shares of Common Stock held by Mr. Shiff's spouse. Number of shares beneficially owned by Mr. Shiff with sole dispositive power includes 88,750 shares of Common Stock that may be acquired pursuant to the exercise of stock options that are exercisable within 60 days of the filing of this Statement. Number of shares beneficially owned by Mr. Shiff with shared voting and dispositive power includes (i) 13,274,618 shares of Common Stock held by DZDLUX s.a.r.l. and (ii) 235,712 shares of Common Stock held by Shiff Group Assets Ltd. Number of shares beneficially owned by Mr. Shiff with shared dispositive power includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder, and which amount does not include interest.
SCHEDULE 13D
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| CUSIP No. | 78471E105 |
| 1 |
Name of reporting person
Shiff Group Investments Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
40,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Number of shares beneficially owned by Shiff Group Investments Ltd. with shared dispositive power includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder, and which amount does not include interest.
SCHEDULE 13D
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| CUSIP No. | 78471E105 |
| 1 |
Name of reporting person
Shiff Group Assets Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
235,712.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 78471E105 |
| 1 |
Name of reporting person
DZDLUX s.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,274,618.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, no par value per share | |
| (b) | Name of Issuer:
SKYX Platforms Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
2855 W. McNab Road, Pompano Beach,
FLORIDA
, 33069. | |
Item 1 Comment:
This Amendment No. 4 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 4") amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 16, 2022 (as amended by the Reporting Persons, the "Schedule 13D" or this "Statement"). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 4, the Schedule 13D remains unchanged.
This Amendment No. 4 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of a change in outstanding shares of Common Stock of the Company. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is filed by Dov Shiff, Shiff Group Investments Ltd., an Israeli private company ("SGI"), Shiff Group Assets Ltd., an Israeli private company ("SGA"), and DZDLUX s.a.r.l., a limited company under Luxembourg law ("DZDLUX"). The foregoing entities and persons are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons." The Reporting Persons are filing this Statement jointly. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by any of the Reporting Persons that they constitute a "group." | |
| (b) | The principal business address of each of Mr. Shiff, SGI and SGA is 2 Ben Shafrut St. Apt # 106, Tel Aviv 6296802 Israel. The principal business address of DZDLUX is 63-65, Rue de Merl, L-2146, Luxembourg. | |
| (c) | The principal business of each of SGI and SGA is serving as a private family investment vehicle. Mr. Shiff's principal occupation is serving as the President and Chief Executive Officer of SGI and as a controlling person of SGA. Mr. Shiff is also a director of the Company. The principal business of DZDLUX is serving as a private family investment vehicle. Mr. Shiff is a controlling person of DZDLUX. | |
| (d) | None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Shiff is an Israeli citizen. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own in the aggregate 15,013,859 shares of Common Stock, which represents approximately 14.6% of the Company's outstanding shares of Common Stock. Mr. Shiff also holds options to purchase an aggregate of 90,000 shares of Common Stock, 88,750 of which are or will be exercisable within 60 days of the filing of this Statement and all of which were granted to him as part of his director compensation. Such options include (i) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on January 1, 2020 and expire on January 1, 2025; (ii) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2020 and expire on December 31, 2025; (iii) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2021 and expire on December 31, 2026; (iv) options to purchase 5,000 shares of Common Stock at an exercise price of $12.34 per share, which were granted on March 11, 2022 and expire on March 11, 2027; (v) options to purchase 5,000 shares of Common Stock at an exercise price of $3.28 per share, which were granted on April 5, 2023 and expire on April 5, 2028; and (vi) options to purchase 5,000 shares of Common Stock at an exercise price of $1.09 per share, which were granted on April 4, 2024 and expire on April 4, 2029, 3,750 of which are or will be exercisable within 60 days of the filing of this Statement. SGI also holds a Subordinated Convertible Promissory Note, which may be converted into 40,000 shares of Common Stock (excluding interest), based on a conversion price of $15.00 per share, at any time at the option of the holder.
Each of SGI, SGA, and DZDLUX directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Shiff directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement.
Mr. Shiff, as President and Chief Executive Officer of SGI, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGI. Mr. Shiff, as a controlling person of SGA and DZDLUX, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGA and DZDLUX.
Each percentage ownership of Common Stock set forth in this Statement is based on the 102,501,694 shares of Common Stock reported by the Company as outstanding as of November 1, 2024 in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 12, 2024. | |
| (b) | Each of SGI, SGA, and DZDLUX beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Shiff, as President and Chief Executive Officer of SGI and as a controlling person of SGA and DZDLUX, may be deemed to have the shared power to direct the voting and disposition of the shares of Common Stock held by SGI, SGA and DZDLUX.
Mr. Shiff has the sole power to direct the voting and disposition of the shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. | |
| (c) | On April 4, 2024, Mr. Shiff was granted 5,000 shares of restricted Common Stock, which vested upon grant, and options to purchase 5,000 shares of Common Stock at an exercise price of $1.09 per share, which expire on April 4, 2029, pursuant to the Company's non-employee director compensation program. There were no other transactions in the Common Stock effected by the Reporting Persons since such date. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named on the signature page of this filing agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company. |