SKYX.NASDAQSkyx Platforms CORP
10-K/A: SKYX Platforms Amends 10-K, Addresses Going Concern
Sentiment:
Annual Report Amendment
SKYX Platforms Corp. filed an amended annual report for fiscal year 2025, primarily to correct an auditor report date, while highlighting ongoing liquidity challenges and recent capital raises.
Capital raiseGenerated net proceeds of $29.3 million from the issuance of shares of common stock during January 2026.Received $5,584,390 from common stock offerings in 2025.Received $5,350,000 from preferred stock issuances in 2025.Received $5,250,000 from convertible note issuances in 2025.
Worse than expectedThe company continues to report significant net losses and an increasing accumulated deficit.Total stockholders' equity shifted from positive to a deficit, indicating a deterioration of the balance sheet.Cash and cash equivalents, including restricted cash, decreased significantly year-over-year.The explicit mention of "going concern" by the auditor, despite management's mitigation plans, signals underlying financial instability.
Summary
- This amendment was filed solely to correct a typographical error in the date of the Report of Independent Registered Public Accounting Firm included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- No revisions or modifications were made to the financial statements or any other information contained within Item 8 of the original filing.
- The company reported revenue of $92,009,949 for the year ended December 31, 2025, an increase from $86,276,876 in 2024.
- Net loss improved to $(33,415,604) in 2025 from $(35,768,144) in 2024, resulting in a net loss per share of $(0.32) compared to $(0.36) in 2024.
- Cash and cash equivalents, including restricted cash, decreased to $10,102,621 at December 31, 2025, from $15,500,495 at December 31, 2024.
- Total stockholders' equity shifted to a deficit of $(4,588,386) at December 31, 2025, from an equity of $4,053,428 at December 31, 2024.
- The accumulated deficit increased to $(216,258,604) at December 31, 2025, from $(181,783,825) at December 31, 2024.
- Management evaluated the need for a going concern due to the net loss, accumulated deficit, and negative cash flows from operations, but believes recent capital raises alleviate substantial doubt.
- The company generated net proceeds of $29.3 million from the issuance of common stock in January 2026.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this filing with caution due to the explicit going concern warning, persistent operating losses, and negative equity, despite some revenue growth and recent capital raises. The need for continuous financing indicates ongoing financial challenges.
Positives
- Revenue increased to $92,009,949 in 2025 from $86,276,876 in 2024, demonstrating top-line growth.
- Net loss decreased to $(33,415,604) in 2025 from $(35,768,144) in 2024, indicating an improvement in overall profitability.
- Net loss per share improved to $(0.32) in 2025 from $(0.36) in 2024.
- Net cash used in operating activities improved to $(13,291,059) in 2025 from $(18,260,370) in 2024, reducing the operational cash burn.
- No impairment of intangible assets was recorded in 2025, compared to an impairment expense of $1,118,750 in 2024.
- The company secured significant liquidity with net proceeds of $29.3 million from common stock issuance in January 2026.
Negatives
- The company has a history of operating losses, an accumulated deficit of $(216,258,604) as of December 31, 2025, and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern.
- Total stockholders' equity shifted from a positive $4,053,428 in 2024 to a deficit of $(4,588,386) in 2025.
- Cash and cash equivalents, including restricted cash, decreased by $5,397,874 to $10,102,621 at December 31, 2025.
- Total assets decreased to $57,715,234 in 2025 from $65,887,047 in 2024.
- Total liabilities increased to $57,303,620 in 2025 from $56,833,619 in 2024.
- Net cash provided by financing activities decreased to $9,826,058 in 2025 from $13,062,040 in 2024.
Risks
- **Going Concern**: The company has a history of operating losses, an accumulated deficit of $(216,258,604) as of December 31, 2025, and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern.
- **Liquidity**: Despite recent capital raises, the company's cash and cash equivalents decreased significantly in 2025, and it continues to rely on financing activities to fund its operations.
- **Dependence on Estimates**: The preparation of financial statements requires management to make significant estimates and assumptions, such as the net realizable value of accounts receivable and inventory, valuation of intangible assets, and fair value of share-based payments, which could differ significantly from actual results.
- **Concentration of Cash**: The company's cash and cash equivalents are held primarily with two financial institutions, with deposits exceeding FDIC insured limits, exposing it to counterparty risk.
- **Patent Litigation**: The company incurs legal and related costs in connection with patent applications and defense. An unfavorable outcome of patent litigation could result in a material impairment charge up to the carrying value of these assets.
Future Outlook
Management believes that the company has sufficient liquidity, including $10.10 million in cash and cash equivalents as of December 31, 2025, and an additional $29.3 million generated from common stock issuance in January 2026, to alleviate substantial doubt about its ability to continue as a going concern. The company also plans to discontinue using its legacy e-commerce platforms by October 1, 2025, to potentially increase revenues without increasing operating expenses.
Management Comments
- "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report." (Leonard J. Sokolow, CEO)
- "Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report." (Leonard J. Sokolow, CEO and Marc-Andre Boisseau, CFO)
- The auditor's report noted that management's conclusion that its plans alleviate the substantial doubt regarding going concern was found to be reasonable.
Industry Context
StockSavvy.ai notes that SKYX Platforms operates in the rapidly evolving smart home technology and e-commerce sectors. The company's focus on safe and smart installation methods for lighting and ceiling fans positions it within a niche but growing segment of the smart home market. The continued operating losses and reliance on capital raises are common challenges for growth-stage technology companies, particularly those investing heavily in R&D and market penetration. The shift in e-commerce platform strategy suggests an adaptation to competitive pressures and a focus on optimizing operational efficiency, a trend seen across the broader e-commerce industry.
Comparison to Industry Standards
- The company's accumulated deficit of over $216 million and negative stockholders' equity are significantly below industry averages for established companies, reflecting its growth-stage nature and substantial investment in technology development and market entry. For instance, mature smart home companies like Google (Nest) or Amazon (Ring) leverage vast ecosystems and established revenue streams, while smaller innovators often face prolonged periods of unprofitability.
- The revenue growth from $86.2 million to $92 million, while positive, is modest for a technology company in a high-growth sector, especially when compared to the rapid scaling observed in successful smart home startups or e-commerce platforms like Wayfair or Overstock in their early growth phases. This suggests challenges in achieving widespread market adoption or monetization of its patented technologies.
- The ongoing need for significant capital raises, including $29.3 million in January 2026, indicates a higher burn rate and greater reliance on external financing compared to more financially stable peers or those with clearer paths to profitability. This is typical for companies in the pre-profitability phase, but the magnitude and frequency warrant close monitoring.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Executive Chairman | NA | Rani R. Kohen | 2022-01-01 | Employment Agreement effective. |
| Chief Financial Officer | NA | Marc-Andre Boisseau | 2022-01-01 | Employment Agreement effective. |
| Executive Employment | NA | Leonard J. Sokolow | 2023-09-12 | Employment Agreement effective. |
| Commissioned Employee | John Campi | NA | 2024-03-29 | Commission Termination Agreement. |
| Commissioned Employee | Patricia Barron | NA | 2024-03-29 | Commission Termination Agreement. |
| Employee | NA | Steven Schmidt | 2024-12-20 | Employment Agreement effective. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Bylaws Amendment | Third Amended and Restated Bylaws of the Company became effective. | 2025-03-21 | Updates the company's internal governance framework, potentially affecting operational procedures and shareholder rights. |
| Preferred Stock Designation | Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock effective. | 2024-09-30 | Establishes terms for Series A Preferred Stock, including cumulative dividend, conversion options, and voting rights, impacting capital structure and shareholder rights. |
| Preferred Stock Designation | Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock effective. | 2024-09-30 | Establishes terms for Series A-1 Preferred Stock, including cumulative dividend, conversion options, and voting rights, impacting capital structure and shareholder rights. |
| Preferred Stock Designation Amendment | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock effective. | 2025-05-02 | Modifies terms for Series A-1 Preferred Stock, potentially affecting capital structure and shareholder rights. |
| Preferred Stock Designation | Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock effective. | 2025-12-02 | Establishes terms for Series A-2 Preferred Stock, including cumulative dividend, conversion options, and voting rights, impacting capital structure and shareholder rights. |
| Preferred Stock Designation Amendment | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock effective. | 2025-12-23 | Modifies terms for Series A-2 Preferred Stock, potentially affecting capital structure and shareholder rights. |
| Policy Update | SKYX Platforms Corp. Insider Trading Policy last revised. | 2023-03-01 | Ensures compliance with insider trading regulations and promotes ethical conduct among company personnel. |
| Policy Adoption | SKYX Platforms Corp. Compensation Recovery Policy adopted. | 2023-08-01 | Establishes guidelines for the recovery of incentive-based compensation received by executive officers in case of financial restatements, enhancing accountability. |
Related Party Transactions
- Convertible notes due to related parties (a director and the CEO) had an outstanding principal of $350,000 as of December 31, 2025, down from $950,000 in 2024.
- Accrued interest on related party convertible notes was $35,486 as of December 31, 2025.
- Interest expense associated with these related party notes was $119,486 in 2025.
- Preferred dividends amounting to $80,000 were paid and declared to related parties (a director and officer and two officers) during 2025.
Stakeholder Impact
- **Shareholders**: Face significant dilution risk from ongoing common and preferred stock issuances to fund operations. The accumulated deficit and going concern warning indicate a high risk of capital loss.
- **Creditors**: Convertible noteholders and other lenders face risks associated with the company's financial instability, although some notes are secured by company assets.
- **Employees**: The company's ability to continue as a going concern directly impacts job security and the potential for future compensation, including equity-based awards.
- **Customers**: Continued product availability, innovation, and customer support depend on the company's financial viability and successful execution of its business strategy.
- **Suppliers**: May face risks of delayed payments or renegotiated terms due to the company's liquidity challenges and reliance on external financing.
Next Steps
- Continue to execute management's plans to mitigate going concern risks.
- Discontinue using legacy e-commerce platforms by October 1, 2025, to potentially increase revenues and optimize expenses.
- Monitor the effectiveness of the $29.3 million capital raise in January 2026 to support ongoing operations and strategic initiatives.
- Make quarterly tranche payments aggregating $1.3 million for royalty obligations to GE during 2026.
Key Dates
| Date | Description |
|---|---|
| 2004-05-01 | SKYX Platforms Corp. incorporated in Florida. |
| 2016-08-12 | Articles of Amendment to Articles of Incorporation effective. |
| 2019-09-01 | Executive Employment Agreements with John P. Campi and Patricia Barron effective. |
| 2020-04-13 | Paycheck Protection Program Term Note entered with PNC Bank. |
| 2020-06-05 | Amendment to Paycheck Protection Term Note effective. |
| 2020-06-24 | Loan Authorization and Agreement (Economic Injury Disaster Loan) with U.S. Small Business Administration. |
| 2021-02-03 | Second Draw Paycheck Protection Program Term Note entered with PNC Bank. |
| 2022-01-01 | Executive Chairman Agreement with Rani R. Kohen and Chief Financial Officer Agreement with Marc-Andre Boisseau effective. |
| 2022-02-07 | Articles of Amendment to Articles of Incorporation effective. |
| 2022-02-09 | Representatives Warrant dated. |
| 2022-04-28 | Sublease Agreement with Sicart Associates LLC executed. |
| 2022-06-14 | Articles of Amendment to Articles of Incorporation effective. |
| 2022-09-18 | Commercial Guaranty signed by Belami, Inc., SKYX Platforms Corp., and Farmers & Merchants Bank of Central California. |
| 2022-09-29 | Lease Agreement with 400 Biscayne Commercial Owner, L.P. entered. |
| 2023-02-06 | Stock Purchase Agreement with Mihran Berejikian, Nancy Berejikian, and Michael Lack dated. |
| 2023-03-29 | Securities Purchase Agreement and Subordinated Secured Convertible Promissory Note dated. |
| 2023-04-27 | Letter Agreement with Nielsen & Bainbridge, LLC effective. |
| 2023-05-02 | Articles of Amendment to Articles of Incorporation effective. |
| 2023-05-26 | Sales Agreement by and between SKYX Platforms Corp. and The Benchmark Company, LLC dated. |
| 2023-08-01 | Compensation Recovery Policy adopted. |
| 2023-09-12 | Executive Employment Agreement with Leonard J. Sokolow dated. |
| 2023-09-18 | Line of Credit Promissory Note, Business Loan Agreement (Asset Based), and Commercial Security Agreement signed by Belami, Inc. and Farmers & Merchants Bank of Central California. |
| 2023-12-04 | Licensing Master Services Agreement with GE Technology Development, Inc. signed. |
| 2024-01-01 | Company entered into a 35-month lease related to its Sacramento office. |
| 2024-03-29 | Commission Termination Agreements with John Campi and Patricia Barron dated. |
| 2024-04-11 | Amendment of Letter Agreement relating to Trademark License Agreement among SKYX Platforms Corp., SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. dated. |
| 2024-04-11 | Convertible Promissory Note issued to GE Trademark Licensing, Inc. dated. |
| 2024-07-10 | Amended and Restated 2021 Stock Incentive Plan incorporated by reference. |
| 2024-09-23 | Business Loan Agreement (Asset Based) and Commercial Guaranty signed by Belami, Inc., SKYX Platforms Corp., and Farmers & Merchants Bank of Central California. |
| 2024-09-30 | Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock and Series A-1 Preferred Stock effective. |
| 2024-10-04 | Securities Purchase Agreement for Series A Preferred Stock and Series A-1 Preferred Stock dated. |
| 2024-12-20 | Employment Agreement with Steven Schmidt dated. |
| 2025-03-11 | Securities Purchase Agreement for Series A-1 Preferred Stock dated. |
| 2025-03-21 | Third Amended and Restated Bylaws of the Company effective. |
| 2025-04-07 | Securities Purchase Agreement for Series A-1 Preferred Stock dated. |
| 2025-05-01 | The company began using its historical stock prices to determine its expected volatility. |
| 2025-05-02 | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock effective. |
| 2025-05-31 | Remaining convertible promissory notes matured. |
| 2025-06-30 | Amendment No.1 to SKYX Platforms Corp. Convertible Promissory Note effective. |
| 2025-07-01 | Monthly principal and interest payments of $300,000 began for Seller Notes. |
| 2025-09-02 | Subordinated Secured Promissory Note and Securities Purchase Agreement dated. |
| 2025-09-30 | Management recorded an impairment expense of $1.1 million for legacy e-commerce platforms. |
| 2025-10-01 | Management believes it will discontinue using its legacy e-commerce platforms by this date. |
| 2025-10-17 | Form of Subordinated Secured Promissory Note and Amendment No. 1 to Subordinated Secured Promissory Note dated. |
| 2025-12-02 | Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock effective. |
| 2025-12-05 | Securities Purchase Agreement for Series A-2 Preferred Stock dated. |
| 2025-12-23 | Articles of Amendment to the Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock effective. |
| 2025-12-30 | Amendment No. 1 to Subordinated Convertible Balloon Promissory Note dated. |
| 2025-12-30 | Securities Purchase Agreement for Series A-2 Preferred Stock dated. |
| 2025-12-31 | Fiscal year ended. |
| 2026-01-01 | Seller Notes fully paid by this date. |
| 2026-01-07 | Form of Securities Purchase Agreement for Common Stock dated. |
| 2026-01-23 | Placement Agency Agreement with Roth Capital Partners, LLC and Form of Securities Purchase Agreement dated. |
| 2026-01-31 | Company generated net proceeds of $29.3 million from common stock issuance pursuant to two offerings and exercise of warrants. |
| 2026-03-18 | 133,281,119 shares of common stock, no par value per share, issued and outstanding. |
| 2026-03-26 | Original Annual Report on Form 10-K filed with the SEC. |
| 2026-03-26 | Report of Independent Registered Public Accounting Firm dated. |
| 2026-03-27 | Amendment No. 1 on Form 10-K/A filed with the SEC. |
| 2027-02-28 | Sublease agreement for certain office and showroom space expires. |
| 2027-04-11 | Convertible note issued to GE Trademark Licensing, Inc. due. |
Recommendation
sellThe company's explicit 'going concern' warning, coupled with a persistent accumulated deficit, negative stockholders' equity, and continued reliance on dilutive capital raises, signals significant financial distress. While revenue increased and net loss narrowed, the overall financial health remains precarious. The recent $29.3 million capital raise provides temporary relief but does not fundamentally alter the long-term risk profile without a clear path to sustainable profitability. Investors face substantial risk of further capital erosion and should consider selling to avoid potential future losses.
Keywords
SKYX Platforms, 10-K/A, Annual Report, SEC Filing, Financial Results, Going Concern, Smart Home Technology, Lighting, Ceiling Fans, Home Furnishings, Capital Raise, Preferred Stock, Convertible Notes, Corporate Governance, Financial Statements
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