SKYX raises $3.25M via new $6M convertible note

SKYX Platforms Corp. restructured its debt and raised new capital by entering into a new subordinated secured convertible promissory note with a total principal of $6 million on September 2, 2025.

Rhea-AI Filing Summary

SKYX Platforms Corp. restructured its debt and raised new capital by entering into a new subordinated secured convertible promissory note with a total principal of $6 million on September 2, 2025. This combines the extension of two existing notes and fresh investment from a lead existing investor.

The company extended the maturity of $2.75 million of existing convertible notes by five years to September 2, 2030 and obtained an additional $3.25 million for general working capital. The note bears total interest of 10% per year and is convertible at $1.20 per share, with conversion limited to keep the holder below 4.99% or 9.99% ownership, at the holder’s election.

Insights

Credit and capital structure analyst

SKYX extends debt maturities and adds $3.25M in flexible, convertible funding.

SKYX converted two existing convertible promissory notes into a new subordinated secured convertible note with total principal of $6 million. This pushed $2.75 million of debt maturities out to September 2, 2030 and brought in $3.25 million of additional capital.

The note carries total interest of 10% per annum, split between 8% cash interest and an additional 2% payable in cash or stock at the conversion price. The conversion price is set at $1.20 per share, giving the investor an option to exchange debt into equity over time.

Beneficial ownership limits at 4.99% or 9.99%, at the holder’s election, cap how much of the company’s common stock the investor may hold through conversions. The funding is earmarked for general working capital, and actual dilution will depend on if and when the investor elects to convert.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What financing transaction did SKYX (SKYX) complete on September 2, 2025?

SKYX completed a new subordinated secured convertible promissory note totaling $6 million on September 2, 2025. This combined an extension of existing convertible notes and fresh capital from a lead existing investor into a single, restructured financing instrument.

How much new cash did SKYX (SKYX) receive from this convertible note deal?

SKYX received $3.25 million in incremental proceeds from the transaction. The company plans to use this $3.25 million of additional capital for general working capital needs, supporting ongoing operations and corporate purposes as described in the disclosure.

How were SKYX’s existing convertible notes restructured in this 8-K filing?

Two outstanding convertible promissory notes with an aggregate principal of $2.75 million were restructured. Their maturity date was extended by five years to September 2, 2030, and they were rolled into a new $6 million subordinated secured convertible note.

What are the key interest terms of SKYX’s new $6 million convertible note?

The new note accrues total interest at 10% per year. It includes 8% interest payable quarterly in cash, plus an additional 2% interest payable quarterly in cash or common stock at the conversion price when the note is repaid or converted.

At what price can SKYX’s new convertible note be converted into common stock?

The principal of the new note is convertible into SKYX common stock at a price of $1.20 per share. The holder may convert, in whole or in part, any time after the closing date, subject to specified beneficial ownership limits in the note.

What ownership limits apply to conversions of SKYX’s new convertible note?

The note includes beneficial ownership limits of 4.99% or 9.99%, at the holder’s election. These limits restrict conversions that would cause the holder and its affiliates to own more than the chosen percentage of SKYX’s outstanding common stock.

Was SKYX’s issuance of the new note registered with the SEC?

The issuance of the note was described as exempt from registration under Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506. It was characterized as a transaction by the company not involving a public offering of securities.

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Accepted by SEC EDGAR 09/05/2025 - 05:15 PM Learn about SEC filing dates

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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): September 2, 2025

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.

On September 2, 2025 (the “Closing Date”), the Company restructured and extended the maturity date of two outstanding convertible promissory notes with an aggregate principal balance of $2.75 million by 5 years to September 2, 2030, and secured $3.25 million in additional capital from one of its lead existing investors. As a result, the Company entered into a new subordinated secured convertible promissory note (“Note”) in the total principal amount of $6 million pursuant to a securities purchase agreement (the “SPA”). The $3.25 million of incremental proceeds will be used for general working capital purposes.

The principal amount of the Note is convertible, at the option of the holder at any time after the Closing Date, in whole or in part, into shares of the Company’s common stock at a conversion price of $1.20 per share. The Note bears 8% interest payable quarterly in arrears in cash and 2% interest payable quarterly in arrears in cash or shares of Company’s common stock at the conversion price upon repayment or conversion of the Note, with total interest accruing at a rate of 10% per annum.

The SPA contains customary representations and warranties and provides the investor with certain registration rights.  

The Note also includes customary beneficial ownership limitations, restricting conversions that would result in the holder and its affiliates owning more than 4.99% or 9.99%, at the holder’s election, of the Company’s outstanding common stock.

The foregoing summary of the SPA and Note does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the SPA and Note, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.

The representations, warranties and covenants contained in the SPA were made solely for the benefit of the parties to the SPA and may be subject to limitations agreed upon by the contracting parties. Accordingly, the SPA is incorporated herein by reference only to provide investors with information regarding the terms of the SPA, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission (the “SEC”).

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 1.01 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 1.01 of this Current Report is incorporated by reference in this Item 3.02. The issuance of the Note 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 transactions by the Company not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
4.1		Subordinated Secured Promissory Note, dated September 2, 2025.
10.1*		Securities Purchase Agreement, dated September 2, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain of the details, 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.

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: September 5, 2025	By:	/s/ Leonard J. Sokolow
	Name:	Leonard J. Sokolow
	Title:	Co-Chief Executive Officer