Form 4: SKYX Platforms Director Shiff Amends Note, Converts to Equity

SKYX Platforms Corp. Director Dov Shiff amended a convertible note, increasing interest and lowering conversion price, then converted it into common stock, while also receiving shares for board service.

Summary

• Dov Shiff, a Director and 10% owner of SKYX Platforms Corp., reported changes in his beneficial ownership.
• On December 30, 2025, an amendment was made to a 6.0% subordinated convertible promissory note held by Shiff Group Investments Ltd. (SGI), an entity controlled by Mr. Shiff.
• The amendment extended the note's maturity date to May 1, 2027, increased the interest rate from 6.0% to 10.0% per annum (effective January 1, 2024), and significantly lowered the common stock conversion price from $15.00 to $2.20 per share.
• On December 31, 2025, SGI converted the principal amount of $600,000 plus $235,900 in accrued interest, totaling $835,900, into 379,955 shares of SKYX common stock at the new conversion price of $2.20 per share.
• Mr. Shiff also acquired 14,423 shares of common stock on December 31, 2025, at a price of $2.08 per share, in lieu of a cash retainer for his service on the board of directors.
• Following these transactions, Mr. Shiff's direct beneficial ownership of common stock is 1,507,952 shares, with additional indirect ownership through SGI (379,955 shares), DZDLUX s.a.r.l. (13,274,618 shares), Shiff Group Assets Ltd. (235,712 shares), and his spouse (40,000 shares).

Sentiment

Score: 4

Explanation: While the conversion of debt to equity is generally positive, the terms of the amendment (significantly lower conversion price and higher interest rate) are unfavorable for existing shareholders and suggest a weaker negotiating position for the company. The insider benefits significantly from these terms.

Positives

• The conversion of the promissory note into common stock reduces the company's debt obligations by $600,000 principal plus accrued interest.
• The conversion at a lower price ($2.20 vs $15.00) makes it more attractive for the noteholder to convert, aligning their interests with equity holders.
• Dov Shiff's election to receive shares instead of cash for board service demonstrates confidence in the company's equity and conserves cash.

Negatives

• The interest rate on the subordinated convertible promissory note increased from 6.0% to 10.0% per annum, effective January 1, 2024, increasing the cost of financing for the issuer prior to conversion.
• The significant reduction in the conversion price from $15.00 to $2.20 per share could be dilutive to existing shareholders if the note had not been converted, or if future similar notes are issued at such low conversion prices.

Risks

• Dilution risk for existing shareholders due to the conversion of the promissory note into common stock at a significantly lower price.
• Increased interest expense for the company on the convertible note prior to its conversion due to the rate increase from 6.0% to 10.0%.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the extended maturity date of the convertible note to May 1, 2027.

Management Comments

• The issuer's Board of Directors approved the Amendment to the 6.0% subordinated convertible promissory note.

Industry Context

This Form 4 filing primarily details insider transactions and changes in beneficial ownership, which are specific to SKYX Platforms Corp. and its director, Dov Shiff. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• The amendment and subsequent conversion of the subordinated convertible promissory note involved Shiff Group Investments Ltd. (SGI), an entity of which Dov Shiff is an owner, President, and CEO.
• Dov Shiff's indirect beneficial ownership through DZDLUX s.a.r.l. and Shiff Group Assets Ltd., both controlled by him, also constitutes related party holdings.
• Dov Shiff's election to receive shares for board service is a transaction between the company and a director.

Stakeholder Impact

• Shareholders: Potential dilution from the conversion of the note at a significantly reduced price. However, the conversion reduces debt.
• Creditors: The conversion of the note reduces the company's outstanding debt.
• Company (Issuer): Increased interest expense on the note prior to conversion, but debt reduction post-conversion.
• Dov Shiff (Reporting Person): Significantly increased equity stake at a favorable conversion price, and continued compensation in equity.

Next Steps

• The stock options held by Dov Shiff will continue to vest and expire according to their schedules, with the latest expiration date being March 27, 2030.

Key Dates

Recommendation

The significant reduction in the convertible note's conversion price from $15.00 to $2.20, coupled with an increased interest rate from 6.0% to 10.0% for the company, suggests a distressed financing situation or a highly favorable deal for the insider at the expense of existing shareholders. While debt reduction is positive, the terms of this related-party transaction are highly unfavorable for the company's equity value and indicate potential governance concerns or financial weakness. This transaction heavily favors the insider, suggesting a 'sell' recommendation for existing shareholders due to potential dilution and unfavorable financing terms.

Keywords

SKYX Platforms, Dov Shiff, Form 4, insider trading, beneficial ownership, convertible note, equity conversion, director compensation, stock options, related party transaction, debt reduction, share dilution