SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SKYX Platforms Corp. [ SKYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, no par value | 797,685 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
6.0% Subordinated Convertible Promissory Note | $15 | 03/29/2024 | D(1) | $100,000(3) | (2) | 11/10/2023 | Common Stock, no par value | $100,000(3) | $0 | $0 | D | ||||
Subordinated Convertible Promissory Note | $3 | 03/29/2024 | A(1) | $100,000(3) | (2) | 05/16/2025 | Common Stock, no par value | $100,000(3) | $0 | $100,000(3) | D | ||||
Stock Option (right to buy) | $6 | 12/31/2020 | 09/01/2024 | Common Stock, no par value | 120,000 | 120,000 | D |
Explanation of Responses: |
1. On March 29, 2024, the issuer and the reporting person entered into an amendment to the 6.0% subordinated convertible promissory note (the "Amendment") in order to, among other things, extend the maturity date of the note to May 16, 2025, increase the interest rate from 6.0% per annum to 10.0% per annum, effective as of January 1, 2024, and change the common stock conversion price from $15.00 per share to $3.00 per share. The Amendment is effective as of the original maturity date of the note and resulted in the cancellation of the "old" convertible note and the acquisition of a "new" convertible note. The issuer's Board of Directors approved the Amendment. |
2. Prior to the Amendment, the principal amount, plus any accrued and unpaid interest, was convertible into shares of common stock at any time on or prior to the maturity date at the holder's discretion at the conversion price of $15.00 per share. Following the Amendment, the principal amount, plus any accrued and unpaid interest, is convertible into shares of common stock at any time on or prior to the maturity date at the holder's discretion at the conversion price of $3.00 per share. |
3. Represents the principal amount of the convertible note and excludes interest that may accrue. Beginning January 1, 2024, the note accrues interest at a rate of 10.0% per annum, which is payable annually, in cash or common stock, at the holder's discretion. Prior to such date, the note accrued interest at a rate of 6.0% per annum. |
/s/ John P. Campi | 04/01/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |