SKYX Platforms Q3 2026 net loss narrows to $6.4M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
SKYX Platforms Corp. reported third-quarter revenue of $25.7 million for the three months ended September 30, 2026, versus $23.9 million a year earlier. Net loss narrowed to $6.4 million from $7.6 million, and loss per share was $0.05 versus $0.07. For the nine months, revenue was $73.0 million versus $67.1 million and net loss was $23.9 million versus $25.5 million.
Net cash used in operating activities was $13.9 million for the nine months, compared with $11.3 million in 2025. At September 30, cash and cash equivalents were $19.4 million. Common-stock offerings provided $29.0 million in financing proceeds, and the company recorded a $2.0 million prepayment of acquisition consideration for Deako.
SKYX disclosed Nasdaq board-independence and audit-committee deficiencies after independent director Efrat L. Greenstein Brayer died September 26, 2026. The cure period ends at the earlier of the next annual meeting or September 26, 2027; if that meeting is before March 25, 2027, compliance must be evidenced by March 25. Failure to comply could lead to delisting. A $8.5 million senior secured promissory note issued in connection with the Deako merger bears 12% interest per year, and the company said its payment obligations require significant cash on hand in the near future. SKYX said approximately 25 million common shares issued in the merger substantially diluted existing holders.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointThird-quarter revenue was $25.7 million, versus $23.9 million a year earlier.
- Moderate pointThird-quarter net loss narrowed to $6.4 million from $7.6 million.
- Minor pointNine-month revenue was $73.0 million, versus $67.1 million.
- Minor pointNine-month net loss narrowed to $23.9 million from $25.5 million.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Nasdaq governance deficiencies carry delisting risk if SKYX does not regain compliance within the cure period.
- Moderate pointOperating cash use was $13.9 million, compared with $11.3 million in the prior-year period.
- Moderate point$8.5 million senior secured note bears 12% interest per year and requires significant cash on hand in the near future. 7.4% of market cap
Filing Explained
For the nine months ended
Key Figures
Key Terms
senior secured promissory note financial
cure period regulatory
anti-dilutive common stock equivalents financial
net realizable value financial
performance obligations financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did SKYX report in the third quarter of 2026?
How many shares did SKYX issue in the Deako merger?
What is SKYX's deadline to regain Nasdaq governance compliance?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address, including zip code, of principal executive offices)
(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 | ||
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.
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).
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 | ☐ |
| ☒ | 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As
of October 31, 2026, the registrant had
SKYX PLATFORMS CORP.
Form 10-Q
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | ||
| Cautionary Note Regarding Forward-Looking Statements | ||
| Item 1 | Financial Statements | 4 |
| Consolidated Balance Sheets (Unaudited) | 4 | |
| Consolidated Statements of Operations (Unaudited) | 5 | |
| Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) | 6 | |
| Consolidated Statements of Cash Flows (Unaudited) | 7 | |
| Notes to Consolidated Financial Statements (Unaudited) | 8 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 22 |
| Item 4 | Controls and Procedures | 22 |
| PART II. OTHER INFORMATION | ||
| Item 1 | Legal Proceedings | 23 |
| Item 1A | Risk Factors | 23 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3 | Defaults Upon Senior Securities | 25 |
| Item 4 | Mine Safety Disclosures | 25 |
| Item 5 | Other Information | 25 |
| Item 6 | Exhibits | 26 |
| Signatures | 27 | |
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) of SKYX Platforms Corp. (the “Company,” “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-Q, 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, that 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-Q include, but are not limited to, statements about:
| ● | our ability to successfully integrate Deako Inc.’s (“Deako”) and our operations, products, technology, and personnel; | |
| ● | our ability to realize the expected benefits and synergies of the Merger; | |
| ● | the expected costs and expenses associated with the Merger and the integration of the businesses, integration costs, and the elimination of duplicative costs; | |
| ● | our ability to successfully launch, develop additional features and achieve market acceptance of our smart products and technologies, access and integrate our products and technologies with third-party platforms or technologies, respond to rapidly changing technology and customer demands, and compete in our industry; | |
| ● | our ability to successfully manage and grow the operations of Belami, Inc. (“Belami”) with our business; | |
| ● | our ability to expand, operate and successfully manage our operations, including managing our business transformation in connection with evolving our business strategy to focus on smart products and technologies and integrating new lines of business; | |
| ● | our ability to raise additional financing to support and continue our operations as needed; | |
| ● | our ability to comply with the terms of, and timely repay, our current debt financing; | |
| ● | our reliance on a limited number of third-party manufacturers and suppliers and our ability to successfully reduce our production costs; | |
| ● | our potential dependence upon a limited number of customers and/or on contracts awarded through competitive bidding processes; | |
| ● | any downturn in the cyclical industries in which our customers operate; | |
| ● | our ability to acquire other businesses, license rights, form alliances or dispose of operations when desired; | |
| ● | our ability to comply with regulations relating to applicable quality standards; | |
| ● | our ability to maintain, protect and enhance our intellectual property and retain rights to use intellectual property owned by third parties; | |
| ● | the potential outcome of any legal proceedings; | |
| ● | compliance with various tax laws and regulations, including income and sales taxes; | |
| ● | our ability to successfully sell and distribute our products and technologies; | |
| ● | our ability to attract and retain key executives and qualified personnel; | |
| ● | guidance provided by management, which may differ from our actual operating results; | |
| ● | our ability to successfully manage our planned development and expansion, including the additional costs of being a public company; | |
| ● | our estimated total addressable market; | |
| ● | our ability to maintain effective internal control over financial reporting and disclosure controls and procedures; | |
| ● | the potential impact of unstable market and economic conditions on our business, financial condition, and stock price, including the effects of governmental regulations, geopolitical conflicts, including the conflict in the Middle East and potentially deteriorating relationships with China, tariffs and other trade barriers or restrictions, inflation, labor shortages, supply chain constraints and shortages, including availability of affordable electronic microchips, instability in the global banking system and the possibility of an economic recession; | |
| ● | the potential impact of cybersecurity breaches or disruptions to our or our third-party vendors’ information systems, including our cloud-based infrastructure, and of related disclosures; | |
| ● | risks related to our use of artificial intelligence (“AI”) capabilities in our product offerings, including operational, data privacy, AI hallucination, regulatory, and reputational risks; | |
| ● | the potential impact of widespread outages, interruptions, or other failures of operational, communication, and other systems; | |
| ● | the potential impact of natural disasters and other catastrophic events; | |
| ● | risks related to ownership of our common stock; | |
| ● | the potential impact of anti-takeover and director and officer liability provisions in our charter documents and under Florida law; and | |
| ● | other risks and uncertainties, including those listed under the section titled “Risk Factors.” |
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-Q. Investors should refer to the heading “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in this Form 10-Q 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-Q 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-Q represent our views as of the date of this Form 10-Q. 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-Q.
| 3 |
Part I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SKYX PLATFORMS CORP.
CONSOLIDATED BALANCE SHEETS
| (Unaudited) | (Audited) | |||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Long-term assets: | ||||||||
| Property and equipment, net | ||||||||
| Restricted cash | ||||||||
| Right of use assets | ||||||||
| Intangibles, definite life | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Notes payable | - | |||||||
| Operating lease liabilities | ||||||||
| Royalty obligations | ||||||||
| Deferred revenues | ||||||||
| Convertible notes related parties | ||||||||
| Convertible notes | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities | ||||||||
| Long term accounts payable | ||||||||
| Notes payable | ||||||||
| Operating lease liabilities | ||||||||
| Convertible notes | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Mezzanine equity | ||||||||
| Series A Preferred Stock-shares authorized
| ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Series A-1 Preferred Stock-shares
authorized | ||||||||
| Series A-2 Preferred Stock-shares
authorized | ||||||||
| Preferred Stock | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total Liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 4 |
SKYX PLATFORMS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total expenses, net | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ||||||||||||||||
| Interest expense - related party | ||||||||||||||||
| Interest expense, net | ||||||||||||||||
| Total other expenses, net | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Preferred dividends - related party | ||||||||||||||||
| Preferred dividends | ||||||||||||||||
| Net loss attributed to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 5 |
SKYX PLATFORMS CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Shares of preferred stock ( Series A-1) | ||||||||||||||||
| Balance, beginning of period | ||||||||||||||||
| Preferred stock Conversion to common | - | - | ( | ) | ( | ) | ||||||||||
| Preferred stock issued pursuant to offerings | - | - | - | |||||||||||||
| Balance, end of period | ||||||||||||||||
| Preferred stock ( Series A-1) | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Preferred stock Conversion to common | - | - | ( | ) | ( | ) | ||||||||||
| Preferred stock issued pursuant to offerings | - | - | - | |||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Shares of preferred stock ( Series A-2) | ||||||||||||||||
| Balance, beginning of period | - | - | ||||||||||||||
| Preferred stock Conversion to common | - | - | - | - | ||||||||||||
| Preferred stock issued pursuant to offerings | - | - | - | - | ||||||||||||
| Balance, end of period | - | - | ||||||||||||||
| Preferred stock ( Series A-2) | ||||||||||||||||
| Balance, beginning of period | $ | $ | - | $ | $ | - | ||||||||||
| Preferred stock Conversion to common | - | - | - | - | ||||||||||||
| Preferred stock issued pursuant to offerings | - | - | - | - | ||||||||||||
| Balance, end of period | $ | $ | - | $ | $ | - | ||||||||||
| Shares of common stock | ||||||||||||||||
| Balance, beginning of period | ||||||||||||||||
| Common stock issued pursuant to offerings | - | - | ||||||||||||||
| Common stock issued pursuant to conversion of preferred stock | - | - | ||||||||||||||
| Common stock issued pursuant to preferred dividends | - | - | ||||||||||||||
| Common stock issued pursuant to conversion of notes and accrued interest | - | - | - | |||||||||||||
| Common stock issued pursuant to exercise of options and warrants | - | - | - | |||||||||||||
| Common stock issued pursuant to services | ||||||||||||||||
| Balance, end of period | ||||||||||||||||
| Common stock and paid-in capital | ||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||
| Common stock issued pursuant to offerings | - | - | ||||||||||||||
| Common stock issued pursuant to conversion of preferred stock | - | - | ||||||||||||||
| Common stock issued pursuant to preferred dividends | - | |||||||||||||||
| Common stock issued pursuant to conversion of notes and accrued interest | - | - | - | |||||||||||||
| Common stock issued pursuant to exercise of options and warrants | - | - | - | |||||||||||||
| Common stock issued pursuant to services | ||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||
| Accumulated Deficit | ||||||||||||||||
| Balance, beginning of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Preferred dividends | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance, end of period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Total Stockholders’ Equity (deficit) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Balance | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 6 |
SKYX PLATFORMS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| (Unaudited) | (Unaudited) | |||||||
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operations: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| Non-cash equity-based compensation expense | ||||||||
| Equity-based payment of interest | - | |||||||
| Gain on lease modification | ( | ) | - | |||||
| Change in operating assets and liabilities | ||||||||
| Inventory | ( | ) | ||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Deferred charges | - | |||||||
| Deferred revenues | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Royalty obligation | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Prepayment of acquisition consideration | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing: | ||||||||
| Proceeds from issuance of common stock - offerings | ||||||||
| Placement cost | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Proceeds from issuance of preferred stocks | - | |||||||
| Proceeds from exercise of warrants and options | - | |||||||
| Proceeds from issuance of convertible notes | - | |||||||
| Principal repayments of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Change in cash and cash equivalents, and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | ||||||||
| Taxes | $ | - | $ | - | ||||
| Supplementary disclosure of non-cash investing and financing activities: | ||||||||
| Fair value of shares to satisfy obligations under convertible notes | $ | - | ||||||
| Preferred stock conversion to common stock | ||||||||
| Dividends paid in shares of common stock | - | |||||||
| Reduction of right-of-use assets due to lease modification | - | |||||||
| Reduction of operating lease liabilities due to lease modification | - | |||||||
The accompanying notes are an integral part of the unaudited consolidated financial statements.
| 7 |
SKYX Platforms Corp.
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS
SKYX Platforms Corp., a corporation (the “Company”), was incorporated in Florida in May 2004.
The Company maintains offices in Sacramento, California, Johns Creek, Georgia, Miami and Pompano Beach, Florida, New York City, and Guangdong Province, China.
The Company has a series of advanced-safe-smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in to 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 hard wired electrical products. In recent years, the Company has expanded the capabilities of its power-plug product, to include its second generation 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 and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. The Company’s third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings.
Since April 2023, the Company also markets home lighting, ceiling fans and other home furnishings from third parties.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of September 30, 2026, and for the three and nine months ended September 30, 2026 and 2025 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2025 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for additional disclosures and accounting policies.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results will differ from estimates.
| 8 |
Basis of Consolidation
The consolidated financial statements include the results of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. The Company’s cash composition was as follows:
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
| September 30, 2026 | December 31, 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
Restricted Cash
SCHEDULE OF RESTRICTED CASH
| September 30, 2026 | December 31, 2025 | |||||||
| Cash used as collateral for letter of credit issued to the benefit of one of the Company’s lessors | $ | $ | ||||||
| Total restricted cash | $ | $ | ||||||
Prepaid expenses and other assets
Prepaid
expenses and other assets as of September 30, 2026, includes a prepayment of acquisition consideration in connection with the merger of
Deako amounting to $
Customer Contracts Balances
The characteristics of the Company’s customer contracts balances are as follows:
Characteristics of accounts receivables
Accounts receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional. The majority of accounts receivable are due from third-party payers and are generally collected within a few days of the order date.
The Company maintains an allowance for doubtful accounts based on its estimate of expected credit losses inherent in existing accounts receivable. The allowance is determined through a review of individual accounts when information indicates that a customer may be unable to meet its financial obligations, as well as consideration of historical collection experience and currently available evidence.
The Company also records an allowance for sales returns based on historical experience and expected future returns.
Characteristics of deferred revenues
Revenue is deferred for undelivered customer orders for which it was paid or has a right to be paid at each measurement date.
Costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include the carrying value of freight and sales charges. Deferred charges are included in prepaid costs and other assets in the accompanying balance sheet.
Characteristics of allowance for sales returns
The allowances associated with customer contract balances for the period presented are as follows:
SCHEDULE OF ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
| September 30, 2026 | December 31, 2025 | |||||||
| Allowance for doubtful accounts | $ | $ | ||||||
| Allowance for sales returns | ||||||||
| 9 |
Inventory
Characteristics of Inventory
| ● | Stated at the lower of cost and net realizable value, determined on the first-in, first-out (FIFO) method; | |
| ● | Cost principally consists of the purchase price (adjusted for lower of cost and net realizable value), customs duties, and freight; | |
| ● | Historical sales activity is reviewed periodically to determine potentially obsolete items and evaluate the impact of any anticipated changes in future demand; | |
| ● | Allowance based on specific inventory items that have shown no activity over a reasonable period; | |
| ● | Inventory is tracked as it is repurposed, disposed of, scrapped, or sold below cost to determine whether additional items on hand should be reduced in value through an allowance method. |
SCHEDULE OF INVENTORY
| September 30, 2026 | December 31, 2025 | |||||||
| Inventory, component parts | $ | $ | ||||||
| Inventory, finished goods | ||||||||
| Allowance | ( | ) | ( | ) | ||||
| Inventory-total | $ | $ | ||||||
Loss Per Share
Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding option, and warrant contracts and the if-converted method to determine whether there is a dilutive effect of outstanding debt. For the nine-months ended September 30, 2026, and 2025, the Company recognized a net loss and the effect of including any shares of common stock equivalents would have been antidilutive for the period. Accordingly, the presumed issuance of potential shares of common stock was excluded from the computation of diluted loss per share. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented.
The Company had the following anti-dilutive common stock equivalents on September 30, 2026, and December 31, 2025:
SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS
| September 30, 2026 | December 31, 2025 | |||||||
| Stock warrants | ||||||||
| Stock options | ||||||||
| Unvested restricted stock | ||||||||
| Convertible notes | ||||||||
| Preferred stock | ||||||||
| Anti-dilutive securities | ||||||||
Comprehensive Income- Improvements to Expense Disaggregation Disclosures
In November 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve expense disaggregation disclosures. The guidance expands the disclosures required for certain costs and expenses in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant expenses. The standard is effective as of December 31, 2027 and interim and annual periods thereafter. The impact of this standard is only on the Company’s expenses disclosures.
| 10 |
NOTE 3 PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September 30, 2026 | December 31, 2025 | |||||||
| Equipment and furniture | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Total | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total, net | $ | $ | ||||||
Depreciation expense for the presented periods is as follows:
SCHEDULE OF DEPRECIATION EXPENSES
| 2026 | 2025 | |||||||
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Depreciation expense | $ | $ | ||||||
| Total | ||||||||
NOTE 4 INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Useful life | Carrying Value | Accumulated Amortization | Net carrying value | Carrying Value | Accumulated Amortization | Net carrying value | ||||||||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| E-commerce technology platforms | ( | ) | ( | ) | ||||||||||||||||||||||
| Patents and other | ( | ) | ( | ) | ||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||
Amortization expense for the presented periods is as follows:
SCHEDULE OF AMORTIZATION EXPENSES
| 2026 | 2025 | |||||||
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Amortization expense | $ | $ | ||||||
| Total | ||||||||
The following table sets forth the estimated amortization expenses for the next five years:
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE
| Twelve months ended September 30: | |||
| 2027 | |||
| 2028 | |||
| 2029 | |||
| 2030 | |||
| 2031 | |||
NOTE 5 DEBTS
The following table presents the details of the principal amounts outstanding:
SCHEDULE OF DEBT
| September 30, 2026 | December 31, 2025 | Interest rates as of September 30, 2026 | Maturity | Other Characteristics | ||||||||||
| Convertible notes | $ | $ | % | Collateral is substantially all company assets in common stock convertible at weighted average rate of $ | ||||||||||
| Notes payable to financial institutions and others | % | Substantially all company assets | ||||||||||||
| Total | $ | $ | ||||||||||||
| Unamortized debt discount | ( | ) | ( | ) | ||||||||||
| Debt, net of Unamortized debt Discount | $ | $ | ||||||||||||
SCHEDULE OF INTEREST EXPENSE DEBT
For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Interest expense | $ | $ | ||||||
| 11 |
As of September 30, 2026, the expected future principal payments for the Company’s debt are due as follows:
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS
| Twelve months ended September 30, 2027 | $ | |||
| Twelve months ended September 30, 2028 | ||||
| Twelve months ended September 30, 2029 | ||||
| Twelve months ended September 30, 2030 | ||||
| Twelve months ended September 30, 2031 and thereafter | ||||
| Total | $ |
NOTE 6 OPERATING LEASE LIABILITIES
The following table outlines the total lease cost for the Company’s operating leases as well as weighted-average information for these leases as of September 30, 2026, and 2025 respectively:
SCHEDULE OF LEASE COST OPERATING LEASE
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid for operating lease liabilities | $ | $ | ||||||
| Fixed rent payments | ||||||||
| Lease - Depreciation expense | $ | $ | ||||||
| Weighted-average discount rate | % | % | ||||||
| Weighted-average remaining lease term (in months) | ||||||||
SCHEDULE OF MINIMUM LEASE OBLIGATION
Minimum Lease Obligation
| Twelve months ended September 30, 2027 | $ | |||
| Twelve months ended September 30, 2028 | ||||
| Twelve months ended September 30, 2029 | ||||
| Twelve months ended September 30, 2030 | ||||
| Twelve months ended September 30, 2031, and thereafter | ||||
| Total lease payments | ||||
| Imputed interest | ( | ) | ||
| Total | $ |
The
Company modified one of its operating leases in July 2026. Pursuant to the modification, the Company reduced the assets subject to the
lease and the minimum lease obligations to $
| 12 |
NOTE 7 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| September 30, 2026 | December 31, 2025 | |||||||
| Accrued interest | $ | $ | ||||||
| Accrued dividends | ||||||||
| Trade payables | ||||||||
| Accrued compensation | ||||||||
| Total | $ | $ | ||||||
NOTE 8 RELATED PARTY TRANSACTIONS
The following schedule summarizes the Company’s related party transactions for the nine-month periods ended September 30, 2026 and 2025.
SCHEDULE OF RELATED PARTY TRANSACTIONS
Amounts expended during the | Convertible Notes Payable as of |
|||||||||||||||||
nine-month period ended September 30, | September 30, | December 31, | ||||||||||||||||
| Related Party Affiliation | Purpose(s) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Chief Executive Officer and Director | ||||||||||||||||||
| Dividends on Series A-1 Preferred Stock | $ | $ | $ | - | $ | - | ||||||||||||
| Interest on Convertible Note | ||||||||||||||||||
| Former Chief Executive Officer | ||||||||||||||||||
| Dividends on Series A-1 Preferred Stock | - | - | ||||||||||||||||
| Interest on Convertible Note | ||||||||||||||||||
| Officer | ||||||||||||||||||
| Dividends on Series A-1 Preferred Stock | - | - | ||||||||||||||||
| 13 |
NOTE 9 STOCKHOLDERS’ EQUITY
(A) Common Stock
The Company issued the following common stock during the nine months ended September 30, 2026, and 2025:
SCHEDULE OF COMMON STOCK
| Transaction Type | Shares Issued | Valuation | Average Value Per Share | |||||||||
| 2026 Equity Transactions | ||||||||||||
| Common stock issued, pursuant to services provided | $ | $ | ||||||||||
| Common stock issued pursuant to private placements | ||||||||||||
| Common stock issued pursuant to preferred dividends | ||||||||||||
| Common stock issued pursuant to conversion of notes and accrued interest | ||||||||||||
| Common stock issued pursuant to exercise of options and warrants | ||||||||||||
| Common stock issued pursuant to conversion of preferred stock | ||||||||||||
| 2025 Equity Transactions | ||||||||||||
| Common stock issued, pursuant to services provided | $ | $ | ||||||||||
| Common stock issued pursuant to the at-the-market offering, net | ||||||||||||
| Common stock issued pursuant to conversion of preferred stock |
(B) Preferred Stock
The following is a summary of the Company’s Preferred Stock activity during the nine months ended September 30, 2026 and 2025:
SCHEDULE OF PREFERRED STOCK ACTIVITY
| Transaction Type | Quantity | Carrying Value | Value per Share, gross | |||||||||
| Preferred Stock Series A-1 Balance at January 1, 2026 | $ | $ | ||||||||||
| Conversion to common stock | ( | ) | ( | ) | ||||||||
| Preferred Stock Series A-1 Balance at September 30, 2026 | $ | $ | ||||||||||
| Preferred Stock Series A-2 Balance at January 1, 2026 | $ | $ | ||||||||||
| Preferred Stock Series A-2 Balance at September 30, 2026 | $ | $ | ||||||||||
| Preferred Stock Series A-1 Balance at January 1, 2025 | $ | $ | ||||||||||
| Issuance | ||||||||||||
| Conversion to common stock | ( | ) | ( | ) | ||||||||
| Preferred Stock Series A-1 Balance at September 30, 2025 | $ | $ | ||||||||||
During
the nine months ended September 30, 2026, holders converted an aggregate of
SCHEDULE OF PREFERRED STOCK CONVERSION
| Characteristic | Series A Preferred Stock | Series A-1 Preferred Stock | Series A-2 Preferred Stock | |||
| Equity Classification | Temporary Equity | Permanent Equity | Permanent Equity | |||
| Cumulative Dividend | ||||||
| Original Issue Price | $ | |||||
| Conversion Option | $ | $ | $ | |||
| Redemption Terms | Redeemable at $ | Redeemable at $ | ||||
| Change of Control | Within holder’s control | Substantially within company’s control | ||||
| Voting Rights | As-converted basis | |||||
| 14 |
(C) Stock Options and Restricted Stock
The following is a summary of the Company’s stock option activity during the nine-month periods ended September 30, 2026, and 2025
SCHEDULE OF STOCK OPTION ACTIVITY
| Weighted Average | ||||||||||||||||
| Weighted | Remaining | |||||||||||||||
| Average | Contractual | Aggregate | ||||||||||||||
| Exercise | Life | Intrinsic | ||||||||||||||
| Options | Shares | Price | (In Years) | Value | ||||||||||||
| Outstanding, January 1, 2026 | $ | $ | ||||||||||||||
| Exercised | ( | ) | - | - | - | |||||||||||
| Granted | - | - | - | |||||||||||||
| Forfeited | ( | ) | - | - | - | |||||||||||
| Outstanding, September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2026 | $ | $ | ||||||||||||||
| Outstanding, January 1, 2025 | $ | - | $ | |||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Granted | - | - | ||||||||||||||
| Forfeited | ( | ) | - | - | ||||||||||||
| Outstanding, September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2025 | $ | $ |
The following table summarizes the range of the Black Scholes pricing model assumptions used by the Company during the nine months ended September 30, 2026, and 2025:
SCHEDULE OF BLACK SCHOLES PRICING MODEL
| 30-Sep-26 | 30-Sep-25 | |||||||
| Range | ||||||||
| Exercise price and stock price | $ | $ | ||||||
| Expected life (in years) | ||||||||
| Volatility | ||||||||
| Risk-free interest rate | ||||||||
| Dividend yield | - | - | ||||||
Prior
to the second quarter of 2025, the Company did not have historical stock prices that could be reliably determined for a period that is
at least equal to the expected terms of its options. The expected options terms, which were calculated using the plain vanilla method,
are
| 15 |
A summary of the Company’s non-vested restricted stock during the nine months ended September 30, 2026, and 2025 are as follows:
SCHEDULE OF NON-VESTED RESTRICTED STOCK
| Weighted | ||||||||
| Average Grant | ||||||||
| Shares | Date Fair Value | |||||||
| Non-vested restricted stock units, January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-vested restricted stock units, September 30, 2026 | $ | |||||||
| Non-vested restricted stock units, January 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Non-vested restricted stock units on September 30, 2025 | $ | |||||||
Compensation expense associated with restricted units and awards and stock options for the periods presented is as follows:
SCHEDULE OF SHARE BASED COMPENSATION EXPENSES
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Restricted stock compensation expense | $ | $ | ||||||
| Stock option expense | ||||||||
| $ | $ | |||||||
SCHEDULE OF REMAINING CONTRACTUAL LIFE OF OPTIONS AND RESTRICTED STOCK UNITS
| As of September 30, 2026 | ||||
| Weighted-average remaining amortization period - restricted units | ||||
| Weighted-average remaining amortization period * options | ||||
| Number of shares available for grant of options, and restricted stock units or awards amounts | ||||
Characteristics of the restricted units and awards and stock options are as follows:
SCHEDULE OF CHARACTERISTICS OF THE RESTRICTED UNITS AND AWARDS AND STOCK OPTIONS
| Characteristic | Restricted Stock Units / Awards (RSUA) | Stock Options | ||
| Right to receive shares of the Company’s common stock | One | |||
| Measurement Basis | Fair value of the underlying stock at grant date | |||
| Valuation / Pricing Model | Intrinsic Value Method | Black-Scholes Model using the simplified method | ||
| Market Condition Awards | Lattice Model | N/A | ||
| Eligible Grantees | Company employees Board members Certain consultants | |||
| Vesting Terms | Based on requisite service period;
non-employee vesting generally up to | |||
| Maximum Contractual Term | Up to | |||
(D) Warrants
The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2026, and 2025:
SCHEDULE OF WARRANT ACTIVITY
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, January 1, 2026 | $ | |||||||
| Issued | - | - | ||||||
| Exercised | ( | ) | ||||||
| Forfeited | - | - | ||||||
| Balance, September 30, 2026 | ||||||||
| Balance, January 1, 2025 | $ | |||||||
| Issued | ||||||||
| Exercised | - | - | ||||||
| Forfeited | - | - | ||||||
| Balance, September 30, 2025 | ||||||||
| 16 |
NOTE 10 CONCENTRATIONS OF RISKS AND SEGMENT
Major Customers and Accounts Receivable
SCHEDULE OF MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE
| Individual Customers concentration | September 30, 2026 | December 31, 2025 | ||||||
| Customers representing more than 10% of revenues and receivable | ||||||||
| Third-party payers representing more than 10% of receivables | ||||||||
| Percentage of receivables from third-party payers | % | % | ||||||
Liquidity
The Company’s cash and cash equivalents are held primarily with two financial institutions. The Company has deposits which exceed the amount insured by the FDIC. To reduce the risk associated with the failure of such counterparties, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits.
Product and Geographic Markets
The Company generates its income primarily from lighting and heating products, and increasingly, smart-based products sold primarily in the United States.
Segment and Expense Disaggregation
The
Company operates in
The Company has concluded that consolidated net income or loss is the measure of segment profitability and is used by the chief decision maker to assess performance and allocate resources. The following is a reconciliation of the Company’s revenues from external customers and consolidated revenues and the consolidated and segment loss, including significant disaggregated segment expenses.
SCHEDULE OF CONSOLIDATED REVENUES AND SEGMENT LOSS
| 2026 | 2025 | |||||||
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues from external customers and consolidated revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Compensation costs, excluding share-based payments | ||||||||
| Share-based payments | ||||||||
| Marketing programs | ||||||||
| Professional fees, excluding share-based payments | ||||||||
| Depreciation, amortization, and impairment of intangibles | ||||||||
| Other operating expenses | ||||||||
| Total operating expenses, net | $ | $ | ||||||
| Other expenses | ||||||||
| Amortization of debt discount | ||||||||
| Interest expense, net | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
NOTE 11 SUBSEQUENT EVENTS
Management has evaluated subsequent events since September 30, 2026, through the date the consolidated financial statements were available to be issued. There were no significant subsequent events that required adjustment to or disclosure in the consolidated financial statements with the exception of the following transaction :
In
October 2026, the Company acquired Deako, Inc., a smart-home technology company, for $
| 17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this Form 10-Q and our audited financial statements and related notes thereto for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025. This discussion and analysis and other parts of this Form 10-Q contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions, such as statements regarding our plans, objectives, strategy, expectations, outlook, intentions, and projections. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth in “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, in this Form 10-Q, and in other filings with the Securities and Exchange Commission (the “SEC”). Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements” contained in this Form 10-Q.
Overview
We have a series of advanced-safe-smart platform technologies. 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 and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. Our third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. 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 in 2023 and expect additional products, including the third-generation smart-advanced platform to be available in early 2027. We expect to manufacture the additional product offerings within the next few months. We hold over 100 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, Underwriters Laboratories of Canada (cUL) and Conformité Europeenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.
We believe our total addressable market in the United States exceeds $500 billion, based on the Company’s internal calculations derived from the estimation of the total target user pool, projected average selling price, and projected units per household. We believe there are billions of installations of light and other electrical fixtures globally. Our estimates of the addressable market for our products may prove to be incorrect. The projected demand for our products could differ materially from actual demand. Even if the total addressable market for our products is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the existing market to capture additional market share.
Recent Developments
The Company amended the lease associated with its Miami facilities during July 2026. The amendment provides for a decrease in minimum lease obligations to $15.6 million for the remainder of the initial lease term.
In October 2026, we acquired Deako, Inc., a smart-home technology company, for $4 million and up to 25 million shares of our common stock. Additionally, we issued a promissory note aggregating $8.5 million to certain lenders, bearing interest at an annual rate of 12% which matures in October 2027.
We have expanded our product lines to include an all-in-one plug and play combined heater, fan, and lighting product which will eventually accommodate the integration of our smart and advanced products.
| 18 |
Results of Operations
Comparison of the applicable periods ended September 30, 2026, and 2025
| For the three months ended September 30, | Increase/ | Increase/ (Decrease) | For the nine months ended September 30, | Increase/ | Increase/ | |||||||||||||||||||||||||||
| 2026 | 2025 | (Decrease) | % | 2026 | 2025 | (Decrease) | (Decrease)% | |||||||||||||||||||||||||
| Revenue | $ | 25,664,622 | $ | 23,891,537 | $ | 1,773,085 | 7.4 | $ | 73,029,511 | $ | 67,067,130 | $ | 5,962,381 | 8.9 | ||||||||||||||||||
| Cost of revenues | 17,605,790 | 16,323,277 | 1,282,513 | 7.9 | 51,052,401 | 46,790,251 | 4,262,150 | 9.1 | ||||||||||||||||||||||||
| Selling and marketing expenses | 7,705,578 | 6,099,700 | 1,605,878 | 26.3 | 21,559,370 | 19,112,137 | 2,447,233 | 12.8 | ||||||||||||||||||||||||
| General and administrative expenses | 6,054,275 | 8,232,178 | (2,177,903 | ) | (26.5 | ) | 21,352,811 | 23,162,498 | (1,809,687 | ) | (7.8 | ) | ||||||||||||||||||||
| Total expenses | $ | 31,365,643 | $ | 30,655,155 | $ | 710,488 | 2.3 | $ | 93,964,582 | $ | 89,064,886 | $ | 4,899,696 | 5.5 | ||||||||||||||||||
| Operating loss | $ | (5,701,021 | ) | $ | (6,763,618 | ) | $ | 1,062,597 | (15.7 | ) | $ | (20,935,071 | ) | $ | (21,997,756 | ) | $ | 1,062,685 | (4.8 | ) | ||||||||||||
| Other expense | ||||||||||||||||||||||||||||||||
| Interest expense, net | 734,409 | 852,308 | (117,899 | ) | (13.8 | ) | 3,000,020 | 3,497,227 | (497,207 | ) | (14.2 | ) | ||||||||||||||||||||
| Total other expense, net | $ | 734,409 | $ | 852,308 | $ | (117,899 | ) | (13.8 | ) | $ | 3,000,020 | $ | 3,497,227 | $ | (497,207 | ) | (14.2 | ) | ||||||||||||||
| Net loss | $ | (6,435,430 | ) | $ | (7,615,926 | ) | $ | 1,180,496 | (15.5 | ) | $ | (23,935,091 | ) | $ | (25,494,983 | ) | $ | 1,559,892 | (6.1 | ) | ||||||||||||
Revenue
The increase in revenues is primarily due to an increased number of units of lighting and heating products sold.
We believe that our revenues will be higher in 2026 than in 2025, primarily resulting from revenues from Deako’s acquired operations.
Cost of Revenues
The increase in cost of revenue is proportionate to the increase in revenues.
We believe that the cost of revenues will increase in 2026 compared to 2025, commensurate with an anticipated increase in revenues.
Selling and Marketing Expenses
Selling and marketing expenses consist primarily of sales and marketing programs and sales and marketing compensation.
The increase in selling and marketing expenses is primarily due to increased marketing programs costs of $2.2 million.
We believe that our selling and marketing expenses in 2026 will increase slightly but at a lower rate than the revenue growth when compared to 2025.
General and Administrative Expenses
General and administrative expenses consist primarily of an allocation of product development, finance, legal, human resources, including salaries, wages, and benefits, and depreciation and amortization, including share-based payments.
The decrease in general and administrative expenses was primarily attributable to lower share-based compensation of $2.3 million.
Interest Expenses, Net
Interest expenses consist of interest on interest-bearing obligations and amortization of debt discount offset by interest income.
The decrease in interest expenses, net is primarily due to higher interest income earned on greater interest-bearing cash accounts as well as a lower weighted-average interest-bearing debt.
Liquidity and Capital Resources
As of September 30, 2026, and December 31, 2025, we had $20.9 million and $10.1 million in cash, cash equivalents, and restricted cash, respectively.
During the nine months ended September 30, 2026, the Company issued approximately 12 million shares of common stock pursuant to offerings, for aggregate net proceeds of approximately $27.4 million.
The Company received proceeds of approximately $1.9 million from the exercise of warrants.
Our future capital requirements will depend on many factors, including our revenue growth rate, expenditures related to our headcount growth, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, including funding of Deako’s operations and funding of the note payable issued as consideration, the timing and extent of spending to support development efforts, the introduction of platform enhancements, and the market adoption of our platforms. We may continue to enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.
We owe approximately $17.3 million under fixed rate obligations as of September 30, 2026.
As common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as the “Dell Working Capital Model,” we leverage our trades payable to finance our operations to lower our cost of capital, and accordingly, we may have negative working capital. This negative working capital is partly inherent to the relatively quick turnaround of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable. Our negative working capital, which consists of accounts receivable, inventory, net of trades and compensation payable, amounted to $9.9 million as of September 30, 2026.
| 19 |
Please see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during the nine-month periods ended September 30, 2026, and 2025:
| For the nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Operations: | ||||||||
| Net loss | $ | (23,935,091 | ) | $ | (25,494,983 | ) | ||
| Depreciation and amortization | 3,767,151 | 4,421,314 | ||||||
| Stock-based payments | 8,411,465 | 10,027,416 | ||||||
| Gain on lease modification | (275,103 | ) | - | |||||
| Working capital changes | (1,870,274 | ) | (250,021 | ) | ||||
| Net cash used in operating activities | (13,901,852 | ) | (11,296,274 | ) | ||||
| Investing: | ||||||||
| Purchase of property and equipment | (348,387 | ) | (860,045 | ) | ||||
| Prepayment of acquisition consideration | (2,000,000 | ) | - | |||||
| Net cash used in investing activities | (2,348,387 | ) | (860,045 | ) | ||||
| Financing: | ||||||||
| Proceeds from issuance of stock | 27,392,004 | 8,346,550 | ||||||
| Dividends paid | (732,112 | ) | (697,171 | ) | ||||
| Proceeds from exercise of warrants and options | 1,911,101 | - | ||||||
| Principal repayments of notes payable | (1,494,232 | ) | (1,113,816 | ) | ||||
| Net cash provided by financing activities | 27,076,761 | 6,535,563 | ||||||
| Change in cash, cash equivalents, and restricted cash | 10,826,522 | (5,620,756 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of the period | 10,102,621 | 15,500,495 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 20,929,143 | $ | 9,879,739 | ||||
The changes in working capital, net are primarily attributable to timing differences in accounts receivable, accounts payable related to operations and deferred revenues.
Non-GAAP Financial Measures
Management considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods. Due to the significance of non-recurring items, EBITDA, as adjusted, enables our management to monitor and evaluate our business on a consistent basis. We use EBITDA, as adjusted, as a supplemental measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization and impairment expense associated with intangible assets, or items that do not involve a cash outlay, such as share-based payments, and non-recurring items, such as transaction costs. EBITDA, as adjusted, should be considered in addition to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in operating activities. This non-GAAP financial measure excludes significant expenses that are required by GAAP to be recorded in our financial statements and is subject to inherent limitations. Investors should review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure included below. Investors should not rely on any single financial measure to evaluate our business.
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (6,435,430 | ) | $ | (7,615,926 | ) | $ | (23,935,091 | ) | $ | (25,494,983 | ) | ||||
| Share-based payments | 2,076,973 | 3,373,894 | 7,711,467 | 10,027,416 | ||||||||||||
| Interest expense | 734,409 | 852,308 | 3,000,020 | 3,497,227 | ||||||||||||
| Depreciation, amortization | 750,470 | 1,137,394 | 2,931,654 | 3,417,548 | ||||||||||||
| EBITDA, as adjusted | $ | (2,873,578 | ) | $ | (2,252,330 | ) | $ | (10,291,950 | ) | $ | (8,552,792 | ) | ||||
| 20 |
Critical Accounting Policies
Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2025 contained in our Annual Report on Form 10-K. The following is a summary of those accounting policies that involve significant estimates and judgment of management.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes.
Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, actual results could differ significantly from estimates.
Fair Value of Financial Instruments
Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2026, and December 31, 2025, we believe the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 - “Compensation-Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Stock-based compensation is measured at the grant date based on the value of the award granted using the Black-Scholes option pricing model based on projections of various potential future outcomes and recognized over the period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.
| 21 |
Revenue Recognition
We account for revenues in accordance with Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606).
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
| ● | identification of the contract, or contracts, with a customer; | |
| ● | identification of the performance obligations in the contract; | |
| ● | determination of the transaction price; | |
| ● | allocation of the transaction price to the performance obligations in the contract; and | |
| ● | recognition of revenue when, or as, we satisfy a performance obligation. |
Recent Accounting Pronouncements
Although there are several new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements have had or will have a material impact on our financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures and any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving their control objectives.
As of the end of the period covered by this report, management, including our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based upon the evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Controls Over Financial Reporting:
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. As of the date of this Form 10-Q, we are not a party to any material legal matters or claims. Legal proceedings are inherently uncertain and the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.
We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, we do not record an accrual, consistent with applicable accounting guidance.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors set forth in “Part I. Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, other than those listed below. Our business, operations and financial results are subject to various risks and uncertainties that could materially adversely affect our business, results of operations, financial condition, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the report referenced above, together with all of the other information in such report and this Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face, and the disclosure of any risk factor should not be interpreted to imply that the risk has not already materialized. The factors discussed in these reports, among others, could cause our actual results to differ materially from historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors, and oral statements.
Risks Relating to the Merger with Deako
We cannot provide any assurance that we will be able to realize the expected benefits of the merger with Deako (the “Merger”).
We may not realize the expected benefits of the Merger. The Company and Deako operated independently prior to closing and there can be no assurances that our businesses can be combined in a manner that allows for the achievement of substantial benefits. In addition, Deako has a history of net losses and may continue to experience net losses for the foreseeable future, which could negatively impact the combined company’s results of operations and financial condition.
| 23 |
Any integration process will require significant time and resources, and we may not be able to manage the process successfully as our ability to acquire and integrate larger or more complex companies, products or technologies in a successful manner is unproven. If we cannot successfully integrate Deako’s businesses with ours or pursue our customer and product strategy successfully, the anticipated benefits of the Merger may not be realized fully or may take longer than expected to be realized. Further, it is possible that there could be a loss of our and/or Deako’s key employees and customers, disruption of either company’s or both companies’ ongoing businesses or unexpected issues, higher than expected costs and an overall post-completion process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in combining Deako’s operations with ours to realize the anticipated benefits of the Merger so the combined company performs as the parties hope:
| ● | combining the companies’ corporate functions; | |
| ● | combining Deako’s business with our business in a manner that permits us to achieve the synergies anticipated to result from the Merger, the failure of which would result in the anticipated benefits of the Merger not being realized in the timeframe currently anticipated or at all; | |
| ● | maintaining existing agreements with customers, distributors, providers, talent, and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors; | |
| ● | determining whether and how to address possible differences in corporate cultures and management philosophies; | |
| ● | integrating the companies’ administrative and information technology infrastructure; and | |
| ● | evaluating and forecasting the financial impact of the Merger, including accounting charges. |
In addition, at times, the attention of certain members of our management and resources may be focused on integrating the businesses of the two companies and diverted from day-to-day business operations, which may disrupt our ongoing business and the business of the combined company.
We may incur significant, non-recurring costs in connection with the Merger and integrating our and Deako’s operations, including costs to maintain employee morale and to retain key employees. We cannot ensure that the elimination of duplicative costs or the realization of other efficiencies will offset the transaction and integration costs in the long term or at all.
Further, Deako may have liabilities that were not discovered during our due diligence investigations. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition, and results of operations.
We have incurred, and expect to continue to incur, significant costs in connection with the Merger.
We have incurred transaction-related costs in connection with the Merger and expect to incur additional operating expenses that we cannot currently reasonably estimate, in integrating our businesses. There can be no assurance that we will not incur additional charges relating to the transaction in subsequent periods, which could have a material adverse effect on our cash flows, results of operations and financial position.
We issued a large number of shares of common stock in connection with the Merger, which resulted in substantial dilution to our existing stockholders, and our stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they experienced.
Our issuance of the shares pursuant to the merger with Deako resulted in substantial dilution of our existing stockholders’ ownership interests. The share issuance may also have an adverse impact on our net income per share in fiscal periods that include and follow the closing of the Merger. If we are unable to realize the strategic and financial benefits currently anticipated from the Merger, our stockholders will have experienced substantial dilution of their ownership interest without receiving commensurate benefit.
Sales of a substantial number of shares of our common stock in the public market, including shares issued in connection with the Merger, could cause our stock price to fall.
Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could significantly reduce the market price of our common stock. In connection with the Merger, we issued approximately 25 million shares of common stock. We are unable to predict the effect, if any, that sales of shares, or the availability of shares for sale, will have on the market price of our common stock. Certain of the shares issued in connection with the Merger are subject to lock-up restrictions, but upon the expiration of such restrictions, the holders of those shares will be able to sell them in the public market, subject to applicable securities laws. The sale of these shares, or the possibility that these sales may occur, also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate.
In connection with the Merger, we incurred significant indebtedness and there can be no assurance that we will have adequate cash on hand to be able to satisfy our obligations.
In connection with the Merger, we delivered a senior secured promissory note in the aggregate principal amount of $8.5 million, bearing interest at 12% per year, and secured by the Company’s property. Our payment obligations require us to have significant cash on hand in the near future. There can be no assurance that the Company’s cash flows will be sufficient to satisfy these obligations or that the Company will be in a position to refinance or extend such obligations on acceptable terms. Failure to satisfy these obligations could result in the lenders enforcing their security interest in our property, which could materially disrupt our business operations.
The combined business may face increased competition, which could impact our ability to increase market share and grow our revenues and could have a material adverse effect on our operating results.
Following the acquisition of Deako and the integration of its smart lighting and electrical product capabilities with our Sky Smart Platform, the combined company expects to compete more directly with established companies in the smart home and lighting technology market. This market is highly competitive and includes a number of established companies with longer operating histories, greater name recognition and substantially greater financial, marketing and technological resources than us. No assurance can be given that the combined business will have the resources required to compete successfully in the future. In addition, many of these competitors have strong relationships with current and potential customers and extensive knowledge of the industry. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. If we are unable to compete successfully against current and future competitors, the business, results of operations and financial condition of the combined business could be adversely affected.
| 24 |
Unsuccessful integration efforts could have a material adverse effect on the combined business.
Growth in the combined business will depend in part on the successful integration of products and technologies of the two companies, in particular the integration of Deako’s smart lighting technology with our Sky Smart Platform. If we encounter any significant delays in developing or introducing integrated products or additional functionality in the integrated products, there could be a material adverse effect on our business. In addition, our competitors may introduce products with more features and lower prices than our integrated products, which could adversely affect the life cycles of our products and in turn could have a material adverse effect on the combined business.
Our integrated products may contain undetected errors or failures when first introduced or as new versions are released. There can be no assurance that, despite testing by us and by current and potential end-users, errors will not be found in integrated products after commencement of commercial shipments, resulting in loss of or delay in market acceptance. Any significant delays in development or introduction of integrated products could have a material adverse effect on the combined business.
The Merger may result in a loss of customers, distributors, service providers, suppliers, vendors and other business counterparties and may result in the termination of existing contracts.
Some of our and Deako’s customers, distributors, service providers, suppliers, vendors and other business counterparties may terminate or scale back their current or prospective business relationships with the combined company. If relationships with customers, distributors, service providers, suppliers, vendors or other business counterparties are adversely affected by the Merger, or if the combined company loses the benefits of our and Deako’s contracts, the business, financial condition, cash flows or results of operations of the combined company could be materially and adversely affected.
The financial position of the combined company could adversely affect its business flexibility.
Deako has a history of net losses and may continue to experience net losses for the foreseeable future. In addition, we have incurred additional debt pursuant to the promissory note issued in connection with the Merger. Such matters could reduce the combined company’s flexibility to respond to changing business and economic conditions, and could have adverse effects on its financial condition, cash flows or results of operations, including by:
| ● | imposing additional cash management requirements on the combined company in order to support debt service, which would reduce the amount available to fund its operations and other business activities; | |
| ● | increasing the combined company’s borrowing costs and the risk of default on debt obligations of the combined company; | |
| ● | increasing the vulnerability of the combined company to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its business; | |
| ● | limiting the ability of the combined company to engage in strategic transactions or obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes; | |
| ● | limiting the flexibility of the combined company in planning for or reacting to changes in its business and the industry in which it operates; and | |
| ● | increasing the exposure of the combined company to a rise in interest rates, which would generate greater interest expense to the extent the combined company does not have applicable interest rate fluctuation hedges. |
In addition, the combined company’s ability to arrange additional financing or refinancing of existing debt will depend on, among other factors, its financial condition and performance, as well as prevailing market conditions and other factors beyond its control. There can be no assurance that the combined company will be able to obtain additional financing or refinance existing debt on favorable terms or at all.
Risks Related to our Common Stock
We are currently not in compliance with Nasdaq’s board independence and audit committee composition requirements, and if we fail to regain compliance within the applicable cure period, our common stock could be delisted from Nasdaq.
Our common stock is listed on Nasdaq, and to maintain this listing we must satisfy Nasdaq’s continued listing requirements, including its corporate governance requirements. On September 26, 2026, Efrat L. Greenstein Brayer, an independent member of our board of directors who served on our audit committee and compensation committee and chaired our nominating and corporate governance committee, passed away. As a result, we are no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of our board of directors consist of independent directors, or with Nasdaq Listing Rule 5605(c)(2)(A), which requires that our audit committee consist of at least three members. We notified Nasdaq of these deficiencies on September 28, 2026. On September 30, 2026, we received a letter from Nasdaq confirming that, under Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4)(B), we are entitled to a cure period to regain compliance. The cure period expires on the earlier of our next annual meeting of stockholders or September 26, 2027; provided, however, if our next annual meeting of stockholders is held before March 25, 2027, then we must evidence compliance no later than March 25, 2027.
We intend to take sufficient actions to regain compliance with the foregoing Nasdaq governance requirements within the applicable cure period. However, we cannot assure you that we will be able to identify and appoint a suitable independent director candidate, or otherwise regain compliance with these requirements, within the cure period or at all. If we do not regain compliance in time, Nasdaq will notify us that our common stock is subject to delisting. We could then appeal that determination to a Nasdaq Hearings Panel, but we cannot assure you that any appeal would succeed. The delisting of our common stock could significantly reduce its liquidity and market price, adversely affect our ability to raise capital on acceptable terms or at all, and harm our reputation with customers, suppliers, employees and investors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
There were no unregistered sales of equity securities during the quarter ended September 30, 2026 that were not previously reported in a Current Report on Form 8-K.
Issuer Purchases of Equity Securities
There were no share repurchases during the quarter ended September 30, 2026, other than shares repurchased to settle tax withholdings related to the vesting of restricted stock units.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
Rule 10b5-1 Trading Plans
During
the quarter ended September 30, 2026, none of the Company’s directors or executive officers
| 25 |
ITEM 6. EXHIBITS
| Incorporated by Reference | ||||||||||
| Exhibit Number | Description | Form | Exhibit No. | Filing Date | *Filed or **Furnished Herewith | |||||
| 2.1+ | Stock Purchase Agreement, dated February 6, 2023, by and among the Company and Mihran Berejikian, Nancy Berejikian, and Michael Lack. | 8-K | 2.1 | February 7, 2023 | ||||||
| 2.2 | First Amendment to Stock Purchase Agreement, dated April 28, 2023, by and among SKYX Platforms Corp. and Mihran Berejikian, Nancy Berejikian, and Michael Lack. | 8-K | 2.2 | May 1, 2023 | ||||||
| 2.3+ | Agreement and Plan of Merger, dated September 9, 2026, by and among SKYX Platforms Corp., Lumineer Merger Sub, Inc., Deako, Inc., and WT Representative LLC, as the Securityholders’ Representative. | 8-K | 2.1 | September 10, 2026 | ||||||
| 3.1 | Articles of Incorporation of the Company. | S-1 (File No. 333-261829) |
3.1 | December 22, 2021 | ||||||
| 3.2 | Articles of Amendment to Articles of Incorporation (effective August 12, 2016). | S-1 (File No. 333-261829) |
3.2 | December 22, 2021 | ||||||
| 3.3 | Articles of Amendment to Articles of Incorporation (effective February 7, 2022). | 8-K | 3.3 | February 14, 2022 | ||||||
| 3.4 | Articles of Amendment to Articles of Incorporation (effective June 14, 2022). | 8-K | 3.1 | June 14, 2022 | ||||||
| 3.5 | Articles of Amendment to Articles of Incorporation (effective May 2, 2023). | 8-K | 3.1 | May 5, 2023 | ||||||
| 3.6 | Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock (effective September 30, 2024). | 8-K | 3.1 | October 4, 2024 | ||||||
| 3.7 | Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (effective September 30, 2024). | 8-K | 3.2 | October 4, 2024 | ||||||
| 3.8 | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (effective May 2, 2025). | 8-K | 3.1 | May 8, 2025 | ||||||
| 3.9 | Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock (effective December 2, 2025). | 8-K | 3.1 | December 5, 2025 | ||||||
| 3.10 | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock (effective December 23, 2025). | 8-K | 3.1 | January 2, 2026 | ||||||
| 3.11 | Third Amended and Restated Bylaws of the Company (effective March 21, 2025). | 8-K | 3.1 | March 21, 2025 | ||||||
| 10.1 | Sublease Agreement, effective as of July 22, 2026, by and between SKYX Platforms Corp., as Sublandlord, and 400 Worldwide, LLC, as Subtenant. | 10-Q | 10.1 | August 12, 2026 | ||||||
| 10.2 | Second Amendment to Lease Agreement, effective as of July 22, 2026, by and between 400 Worldwide, LLC, as Landlord, and SKYX Platforms Corp. as Tenant. | 10-Q | 10.3 | August 12, 2026 | ||||||
| 10.3+ | Senior Secured Promissory Note, dated October 13, 2026, issued by SKYX Platforms Corp. | 8-K | 10.1 | October 14, 2026 | ||||||
| 31.1 | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||||
| 31.2 | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * | ||||||||
| 32.1 | Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||||||
| 32.2 | Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ** | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. | * | ||||||||
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). | * | ||||||||
| + | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| 26 |
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 thereunto duly authorized.
| SKYX PLATFORMS CORP. | ||||
| Date: | November 12, 2026 | By: | /s/ Leonard J. Sokolow | |
| Leonard J. Sokolow, Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| Date: | November 12, 2026 | By: | /s/ Marc-Andre Boisseau | |
| Marc-Andre Boisseau, Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) | ||||
| 27 |