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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 13, 2026
SKYX
PLATFORMS CORP.
(Exact
name of Registrant as Specified in its Charter)
| Florida |
|
001-41276 |
|
46-3645414 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (855) 759-7584
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, no par value per share |
|
SKYX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
The
disclosure set forth under Item 2.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference
into this Item 1.01.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
October 13, 2026, SKYX Platforms Corp. (the “Company”) completed its previously announced merger (the “Closing”)
with Deako, Inc., a Delaware corporation (“Deako”), which became a wholly-owned subsidiary of the Company (the “Merger”)
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated September 9, 2026, by and among the Company,
Lumineer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Deako, and
WT Representative LLC, a Delaware limited liability company, as the Securityholders’ Representative.
At
the Closing, the Company issued 25,000,000 shares of the Company’s common stock, no par value per share (the “Merger Shares”),
which are subject to a 12-month lock-up, with 25% of the Merger Shares being released from such transfer restrictions on each of the
dates that are 12 months, 15 months, 18 months, and 21 months after the Closing. Post-Merger, current shareholders of the Company
will own approximately 84.4% of the Company and Deako’s former shareholders will own approximately 15.6% of the Company. The shares
are being held in escrow on behalf of Deako’s shareholders and certain senior lenders of Deako (the “Senior Lenders”).
The Senior Lenders have agreed to sell the Merger Shares pursuant to a Rule 10b5-1 trading plan. Following the receipt of sale proceeds
by the Senior Lenders and payment of certain expenses, fees, and indemnification claims, any remaining Merger Shares, if any, will be
distributed to the pre-Merger securityholders of Deako. In addition, the Company paid to the Senior Lenders, on behalf of Deako, an aggregate
of $4,000,000 in cash, of which $2,000,000 was previously paid on September 9, 2026 and another $2,000,000 was paid at
the Closing. At the Closing, the Company also delivered to the Senior Lenders a senior secured promissory note in the aggregate
principal amount of $8,500,000 (the “Promissory Note”), of which an aggregate of $2,250,000 is due 120 days from the
Closing and the remaining amount is due on the 12-month anniversary of the Closing. The Promissory Note is secured by the Company’s
personal property and bears interest at a rate of 12.0% per annum.
The
above descriptions of the Merger Agreement, the Promissory Note and other Merger-related documents do not purport to be complete
and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Promissory Note,
copies of which are filed as Exhibit
2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
September 10, 2026, and as Exhibit 10.1 to this Current Report, respectively, and are incorporated herein by reference.
The
Merger Agreement has been included with this Current Report to provide investors and security holders with information regarding the
terms of the Merger. It is not intended to provide any other factual information about the Company, Deako, or any of the other parties
to the Merger or the consideration to be paid in the Merger or such Merger Agreement. The representations, warranties, covenants and
agreements contained in the Merger Agreement, which are made only for purposes of the Merger Agreement and as of specific dates, are
solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the parties (including being
qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the applicable agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors and security holders. Company investors and security holders should not rely on the representations,
warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the
Company, Deako, or any of the other parties to the Merger. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the
Company’s public disclosures.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 2.03.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.02. The issuance of the Merger
Shares was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation
D and Rule 506 promulgated thereunder, as a transaction by the Company not involving a public offering.
Forward-Looking
Statements
Certain
statements made in this Current Report are not based on historical facts, but are forward-looking statements. These statements can be
identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “can,”
“could,” “continue,” “estimate,” “expect,” “evaluate,” “forecast,”
“guidance,” “intend,” “likely,” “may,” “might,” “objective,”
“ongoing,” “outlook,” “plan,” “potential,” “predict,” “probable,”
“project,” “seek,” “should,” “target,” “view,” “will,” or “would,”
or the negative thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these
words. These statements reflect the Company’s reasonable judgment with respect to future events and are subject to risks, uncertainties
and other factors, many of which have outcomes difficult to predict and may be outside of the Company’s control, that could cause
actual results or outcomes to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but
are not limited to, risks arising from the diversion of management’s attention from the Company’s ongoing business operations,
an increase in the amount of costs, fees and expenses and other charges related to the Merger, the outcome of any litigation that the
Company or Deako may become subject to relating to the Merger, risks of disruption to the Company’s business as a result of the
Closing, risks that the Merger disrupts current plans and operations of the Company or Deako and potential difficulties in employee retention
as a result of the Merger, the Company’s ability to pay the interest and principal on the Promissory Note issued
in connection with the Merger, and the ability to implement business plans, forecasts and other expectations after the completion of
the Merger, realize the intended benefits of the Merger, and identify and realize additional opportunities following the Merger, as well
as the other risks and uncertainties identified in filings by the Company with the SEC, including its periodic reports on Form 10-K and
Form 10-Q. Any forward-looking statement speaks only as of the date of this Current Report, and the Company undertakes no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by any applicable securities laws.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
financial statements required by this item are not being filed herewith. To the extent such information is required by this item, it
will be filed with the SEC by amendment to this Current Report no later than 71 days after the date on which this Current Report is required
to be filed.
(b)
Pro Forma Financial Information.
The
pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this
item, it will be filed with the SEC by amendment to this Current Report no later than 71 days after the date on which this Current Report
is required to be filed.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 2.1* |
|
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 (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 10, 2026). |
| 10.1* |
|
Senior Secured Promissory Note, dated October 13, 2026, issued by SKYX Platforms Corp. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company
agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SKYX
PLATFORMS CORP. |
| |
|
|
| Date:
October 14, 2026 |
By: |
/s/
Leonard J. Sokolow |
| |
Name : |
Leonard
J. Sokolow |
| |
Title: |
Chief
Executive Officer |
