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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 9, 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. |
On
September 9, 2026,
SKYX Platforms Corp. (the “Company”), Lumineer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of
the Company (“Merger Sub”), Deako, Inc., a Delaware corporation (“Deako”), and WT Representative LLC, a Delaware
limited liability company, as the Securityholders’ Representative, entered into an Agreement and Plan of Merger (the “Merger
Agreement”). Under the terms of the Merger Agreement, subject to satisfaction of customary conditions, Merger Sub will merge with
and into Deako, with Deako surviving as a wholly-owned subsidiary of the Company (the “Merger”). Deako is an
AI smart
home and lighting
systems company based in Seattle, Washington. Deako’s core product is a modular plug and play smart
home and light switch system, including smart
switches, and AI intelligence that
enables homeowners to personalize their lighting without an electrician.
As
consideration for the Merger, the Company will issue 18.46% of the Company’s outstanding shares totaling 25,000,000 shares
of the Company’s common stock, no par value per share (the “Merger Shares”), which will be 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 date of the Merger, and will be held in escrow on behalf of 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 has paid
or will pay to the Senior Lenders, on behalf of Deako, an aggregate of $4,000,000 in cash, of which $2,000,000 was paid upon signing
of the Merger Agreement and $2,000,000 is payable upon closing of the Merger, and will deliver to the Senior Lenders senior secured promissory
notes in an aggregate principal amount of $8,500,000, of which $2,250,000 will be due on the 120th day following the closing date of
the Merger and the remaining amount will be due on the 12 month anniversary of the closing date of the Merger. The note is secured by
the Company’s personal property and will bear interest at a rate of 12.0% per annum.
The
Merger Agreement includes customary representations, warranties, indemnification provisions, covenants, conditions and other agreements,
including conduct-of-business restrictions during the period between signing and closing, certain registration rights relating to the
Merger Shares, and non-solicitation provisions limiting Deako from seeking or engaging in alternative acquisition proposals. The Merger
Agreement also contains certain customary termination rights, including termination by either party if the conditions to closing the
Merger Agreement have not been met or waived by October 31, 2026. In addition, the Company will be repaid for the $2,000,000 cash payment
made to the Senior Lenders at signing if the Merger does not close in certain circumstances, including
due to Deako’s material breach of the Merger Agreement.
The obligations of the parties to complete the Merger are subject to the satisfaction or waiver of customary closing conditions, including
approval of the Merger Agreement by Deako’s securityholders. In connection with closing of the Merger, the Company has also agreed
to enter into an employment agreement with the Chief Executive Officer of Deako.
The
foregoing summary of the Merger Agreement, the promissory note and other Merger-related documents does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the form of promissory
note, a copy of each of which is filed as Exhibit 2.1 and Exhibit 10.1
to this Current Report on Form 8-K (this “Current Report”) and is 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 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 Company also agreed to issue 250,000 shares to a broker
of Deako in connection with the Merger. The issuance of the Merger Shares and the shares to the broker were 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 7.01 | Regulation
FD Disclosure. |
On September 10, 2026, the Company
will hold an investor call at 8:30 a.m. Eastern Time, as further described in the Company’s press release described in Item 8.01
of this Current Report.
On
September 10, 2026,
the Company issued a press release announcing its entry into the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current
Report and incorporated herein by reference.
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 Agreement or the Merger, the outcome of
any litigation that the Company or Deako may become subject to relating to the Merger, the extent of, and the time necessary to obtain,
any regulatory approvals that may be required for completion of the Merger, risks of disruption to the Company’s business as a
result of the public announcement of the Merger, the occurrence of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement or other agreements relating to the Merger, an inability to complete the Merger in a timely manner
or at all, including due to a failure of any condition to the closing of the Merger to be satisfied or waived by the applicable party,
a decline in the market price for the Company’s common stock if the Merger is not completed, risks that the Merger disrupts current
plans and operations of the Company or Deako and potential difficulties in Company or Deako employee retention as a result of the Merger,
the Company’s ability to pay the interest and principal on the promissory notes to be 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 Securities and Exchange Commission, 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.
| 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. |
| 10.1* |
|
Form of Senior Secured Promissory Note. |
| 99.1 |
|
Press Release, dated September 10, 2026. |
| 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:
September 10, 2026 |
By: |
/s/
Leonard J. Sokolow |
| |
Name: |
Leonard
J. Sokolow |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

SKYX
Signs Merger with Leading U.S. AI Smart Home Silicon Valley Backed Company Deako, Aiming to Lead the Smart Home, Builder &
Hotel Markets with Their Combined Platform Technologies
In
the Past 5 Years Deako Has Shipped Over 32 million Units of Its Technologies Including Its Smart Home Plug-In Wall Switches, with Over
$26M in Revenues in 2025
Deako
is a Leading Technology Supplier to Over 50 U.S. Builders Including D.R. Horton, Toll Brothers, Risewell Homes, Adams Homes, Maronda
Homes, Shea Homes, Schumacher Homes, Among Others, and is Expected to Fast Track SKYX’s Technologies to the Vast Builder Market
Deako’s
Lead Investor and Board Member, Include Paul Jacobs, former Chairman and CEO of Qualcomm, and Board Member Marwan Fawaz, former CEO of
Nest
SKYX
and Deako Management will Hold a Conference Call Today, September 10, 2026, at 8:30 a.m. Eastern Time, to Discuss Merger Aspects. See
below for dial-in information.
MIAMI,
September 10, 2026 (GLOBE NEWSWIRE) — SKYX Platforms Corp. (NASDAQ: SKYX) (d/b/a SKYX Technologies) (the “Company”
or “SKYX”), an award winning highly disruptive advanced safe-smart home and AI platform technology company with over 100
U.S. and global pending and issued patents and a portfolio of 60 lighting and home décor websites, with a mission to make homes
and buildings become advanced, safe and smart instantly as the new standard, today announced it has signed a merger agreement with U.S.
AI smart home Silicon Valley backed company Deako Inc., aiming to lead the AI smart home, builder and hotel markets with their combined
plug and play smart home and AI platform technologies.
Merger
Agreement Highlights and Economics
| ● | Deako
Inc. is a smart home AI platform and intelligent lighting company with 20 U.S. and global
patents and patent pending applications for plug & play advanced, smart home and AI activated
lighting wall switches. |
| ● | The
merger agreement between SKYX and Deako will enable SKYX to address from A-to-Z the smart
electronic real estate of electrical outlet boxes in homes and buildings including wall outlets,
wall switches and ceiling outlet boxes for smart home and safety products, lighting, ceiling
fans, smoke detectors, among others, all with advanced and smart home plug & play solutions. |
| ● | Most
smart home solutions today require time-consuming and costly wired installation and address
only part of the A-to-Z opportunity, while the SKYX Deako merger is aiming to facilitate
an entire A-to-Z solution, all plug & play for advanced, smart home AI platforms and
products. |
| ● | Based
on SKYX technology’s safety aspects, during the past years its safe instant plug &
play ceiling outlet receptacle system has received vote approvals from U.S. leading building
safety standardization organizations including 10 segments in the NFPA-NEC code book (National
Fire Protection Association / National Electrical Code) and its technology’s specifications
received an approval vote by ANSI/NEMA as a standard. |
| ● | In
the past 5 years Deako has shipped over 32 million units of its technologies including its
smart home plug-in wall switches, with over $26 million in revenue in 2025. |
| ● | Deako
is a leading technology supplier to the builder market with over 50 U.S. builders, including
D.R. Horton, Toll Brothers, Risewell Homes, Adams Homes, Maronda Homes, Shea Homes, Schumacher
Homes, among others. |
| ● | The
merger is expected to fast track SKYX’s technologies and products into Deako’s
vast builder market footprint of over 50 U.S. builders, including those named above. Additionally,
the merger will open the door for Deako’s products into SKYX projects including Marriott
and European hotels, Miami’s $4 billion Smart City, among others. |
| ● | The
SKYX Deako merger is expected to increase Deako’s SKU count to the builder, hotel and
pro markets five-fold. |
| | ● | Why
are all cars smart while 90% of homes are not? The main reason and barrier are the complexity,
time consuming, costly and rigorous wiring installation. The SKYX Deako merger provides an
instant smart home safe plug & play solution for homes, buildings, hotels among others. |
| ● | The
merger is expected to provide deployment opportunities of millions of combined products into
the builder, hotel and pro market and future recurring revenue opportunities from plug &
play product interchangeability, AI services, monitoring, subscriptions, licensing,
among others. |
| ● | The
merger will enable significant cost saving synergies including overhead consolidation in
software, accounting, general administration, sourcing, efficiency optimization and other
benefits. |
| ● | Deako’s
Founder and CEO is Derek Richardson, former sales leader in prominent tech companies Blackberry
and Cypress. Derek will remain CEO of Deako and will lead SKYX’s growth including to
the builder, hotel, and pro markets. |
| ● | Deako’s
Board members include Paul Jacobs (former Qualcomm Chairman and CEO), Marwan Fawaz (former
CEO of Nest), and Executive Chairman, Scott Vertrees. |
| ● | As
consideration for the merger SKYX will issue common stock, equal to 18.46% of the Company,
totaling 25,000,000 shares subject to up to a 2-year lockup/leak out agreement (1-year full
lock up, in addition to 9-12 months leak out) with Rule 10b5-1 trading plan. |
| ● | Post
merger, current SKYX’s shareholders will own 84.4% of the Company and Deako’s
shareholders and lender collectively will own 15.6%. |
| ● | In
addition, SKYX will pay Deako’s lender a payment of $4M by closing and issue a note
of $8.5M, with $2.25M paid in Q-1 2027, and the remaining $6.25M in Q-4 2027. |
| ● | The
merger will expand the collective patent portfolio where SKYX has over 100 patents and pending
applications and Deako with 20 patents and patent pending applications to over 120 patents
and patent pending applications, related to platforms, smart home, AI and plug & play
products. |
Paul
Jacobs, Deako Board Member, former Chairman and CEO of Qualcomm, said: “Throughout my career, I have been deeply involved in building
ecosystems and platforms to integrate diverse capabilities into smartphones and other devices. The merger of SKYX Platforms and Deako
brings together two synergistic platforms for the home. To date, the smart home has advanced slowly device by device. SKYX combines its
position at the ceiling, its all-in-one smart home hub and AI platform and its safe plug & play ceiling outlet receptacle, with Deako’s
wall receptacle, intelligent switches and more than 32 million products already shipped into homes. Together they provide the electronic
real estate of homes, buildings and hotels, where power, control, sensing and AI intelligence will naturally live. This merger can drive
the new standard for safe, smart and AI intelligent homes.”
Marwan
Fawaz, Deako Board Member and former CEO of Nest, said: “Smart home solutions have historically been overly complicated to bring
to market; they need an easier and more intuitive consumer experience. The combination of SKYX and Deako provides a broad array of products
to solve these complex and challenging problems in the home with innovation, simplicity, and safety in mind. Going forward, the combined
companies will work in tandem with the large technology/AI providers to capitalize on the tsunami of innovation coming to the intelligent
home experience.”
Steve
Schmidt, President of SKYX and former CEO of A.C. Nielsen, said: “We are excited about the SKYX Deako merger. I strongly
believe that our combined plug & play platform technologies with vast electronic real estate and endless offerings including home
safety sensors, smart home sensors, AI intelligence and much more will be game-changing for the smart home, building and hotel industries.
Working with Rani for many years, I would emphasize that this merger and its growth potential really demonstrate how Rani’s vision,
and business acumen are as unique as his inventing capabilities.”
Derek
Richardson, CEO and Founder of Deako Inc., said: “We are very excited for our merger with SKYX and its game-changing platform technologies,
including its all-in-one smart home and AI platform technology, as well as its plug & play ceiling outlet receptacle platform that
was voted by ANSI / NEMA and NFPA – NEC based on its significant safety aspects. The smart home is won or lost at the moment a
house is being built — that’s why we built Deako for the builder channel first. As the intelligent home emerges, the electronic
real estate inside a house becomes critical infrastructure, and the ceiling and the wall are everything. Joining SKYX pairs what we’ve
built at the wall with what they’ve built at the ceiling that maximizes performance of smart home products and gives builders one
complete, plug-and-play solution instead of a collection of parts.”
Rani
Kohen, Founder and Executive Chairman of SKYX Platforms, said: We
are very excited for our merger with Deako and its team members. We strongly believe that the SKYX Deako combined platform technologies,
patent portfolio, and collective teams, will significantly grow our market penetration in the builder, hotel and pro market and will
offer future additional recuring revenue opportunities from plug & play product upgrades, AI services, monitoring, subscriptions,
licensing, among others. The SKYX-Deako merger and its terms provide tremendous value validation of our technologies, including our vast
global patent portfolio and our safety-related building code approvals by NFPA-NEC and ANSI/NEMA, while also delivering significant value
to our shareholders.
For
more information about Deako: Click Here
For
a video demo of SKYX’s technologies: Click Here

Dial
In Information
Participating
Management
SKYX
Representatives
Deako
Representatives
Conference
Call and Webcast Details
Date:
Thursday, September 10, 2026
Time:
8:30 a.m. Eastern Time
U.S.
dial-in: 1-877-407-0792
International
dial-in: 1-201-689-8263
Webcast:
https://viavid.webcasts.com/starthere.jsp?ei=1775971&tp_key=18e7862478
Participants
should connect approximately 10 minutes before the scheduled start Participant Listening: 1-877-407-0792 or 1-201-689-8263
Call
me™:
https://callme.viavid.com/viavid/?callme=true&passcode=13760591&h=true&info=company&r=true&B=6
-
Participants can use Guest dial-in #s above and be answered by an operator OR click the Call me™ link for instant telephone access
to the event.
-
Call me™ link will be made active 15 minutes prior to scheduled start time.
Telephone
replay
A
telephone replay will be available approximately three hours after the call through October 10, 2026, at 11:59 p.m. Eastern Time.
U.S.
replay dial-in: 1-844-512-2921
International
replay dial-in: 1-412-317-6671
Replay
access ID: 13762632
About
SKYX Platforms Corp.
As
electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the
new standard. SKYX has a series of highly disruptive advanced, safe, smart and AI platform technologies, with over 100 U.S. and global
patents and patent pending applications. Additionally, the Company owns 60 lighting and home décor websites for both retail and
commercial segments. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and
lifestyle in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in the
U.S. and globally. For more information, please visit our website at https://www.skyx.com/ or follow us on LinkedIn.
Forward-Looking
Statements
Certain
statements made in this press release 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 our control, that could cause actual results or
outcomes to differ materially from those in the forward-looking statements. Such risks and statements include, but are not limited
to, risks relating to the merger, including 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 agreement
or the merger, the outcome of any litigation that the Company or Deako may become subject to relating to the merger, the extent of, and
the time necessary to obtain, any regulatory approvals that may be required for completion of the merger, risks of disruption to the
Company’s business as a result of the public announcement of the merger, the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement or other agreements relating to the merger, an inability to complete
the merger in a timely manner or at all, including due to a failure of any condition to the closing of the merger to be satisfied or
waived by the applicable party, a decline in the market price for the Company’s common stock if the merger is not completed, risks
that the merger disrupts current plans and operations of the Company or Deako and potential difficulties in Company or Deako employee
retention as a result of the merger, the Company’s ability to pay the interest and principal on the promissory notes to be 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. Such
risks and uncertainties also include statements relating to the Company’s ability to successfully launch, commercialize,
develop additional features and achieve market acceptance of its products and technologies and integrate its products and technologies
with third-party platforms or technologies; the Company’s ability to expand its market presence and control the market following
the merger with Deako; the Company’s ability to achieve positive cash flows; the Company’s efforts and ability to drive
the adoption of its products and technologies as a standard feature, including their use in homes, hotels, offices and cruise ships;
the Company’s ability to capture market share; the Company’s estimates of its potential addressable market and demand for
its products and technologies; the Company’s ability to raise additional capital to support its operations as needed, which may
not be available on acceptable terms or at all; the Company’s ability to continue as a going concern; the Company’s ability
to execute on any sales and licensing or other strategic opportunities; the possibility that any of the Company’s products will
become National Electrical Code (NEC)-code or otherwise code mandatory in any jurisdiction, or that any of the Company’s current
or future products or technologies will be adopted by any state, country, or municipality, within any specific timeframe or at all; risks
arising from mergers, acquisitions, joint ventures and other collaborations; the Company’s ability to attract and retain key executives
and qualified personnel; guidance provided by management, which may differ from the Company’s actual operating results; the potential
impact of unstable market and economic conditions on the Company’s business, financial condition, and stock price; and other risks
and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its periodic reports
on Form 10-K and Form 10-Q. There can be no assurance as to any of the foregoing matters. Any forward-looking statement speaks only as
of the date of this press release, 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 U.S. federal securities laws.
Investor
Relations Contacts:
Jeff
Ramson
PCG
Advisory
jramson@pcgadvisory.com
Ronald
A. Both
Encore
Investor Relations
rb@encore-ir.com