SKYX Platforms Corp. — Major Shareholding Notification 2023

Jan 5, 2023

SC 13D/A 1 formsc13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13 d -1( a ) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13 d -2( a )

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SKYX PLATFORMS CORP.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

78471E105

(CUSIP Number)

Dov Shiff

c/o SKYX Platforms Corp. 2855 W. McNab Road

Pompano Beach, Florida 33069

(855) 759-7584

With a copy to :

Jurgita Ashley

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. 78471E105 13D Page 2 of 6 Pages

| 1 | NAME
OF REPORTING PERSON Dov
Shiff | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS PF;
AF; OO | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Israel | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 3,936,348 (1) |
| --- | --- |
| 8 | SHARED
VOTING POWER 11,052,784 (2) |
| 9 | SOLE
DISPOSITIVE POWER 4,041,348 (1)(3) |
| 10 | SHARED
DISPOSITIVE POWER 11,092,784 (2)(4) |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 15,134,132 (1)(2)(3)(4) | |
| --- | --- | --- |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.2% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

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| (1) | Includes
40,000 shares of Common Stock held by Mr. Shiff’s spouse. |
| --- | --- |
| (2) | Includes
(i) 10,817,072 shares of Common Stock held by Shiff Group Investments Ltd. and (ii) 235,712 shares of Common Stock held by Shiff Group
Assets Ltd. |
| (3) | Includes
105,000 shares of Common Stock that may be acquired pursuant to the exercise of stock options that are exercisable within 60 days
of the filing of this Statement. |
| (4) | Includes
40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is
convertible into shares of Common Stock at any time at the option of the holder. Does not include interest. |

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CUSIP No. 78471E105 13D Page 3 of 6 Pages

| 1 | NAME
OF REPORTING PERSON Shiff
Group Investments Ltd. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Israel | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 8 | SHARED
VOTING POWER 10,817,072 |
| 9 | SOLE
DISPOSITIVE POWER 0 |
| 10 | SHARED
DISPOSITIVE POWER 10,857,072 (1) |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 10,857,072 (1) | |
| --- | --- | --- |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.1% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

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(1) Includes 40,000 shares of Common Stock that may be acquired upon the conversion of the Subordinated Convertible Promissory Note, which is convertible into shares of Common Stock at any time at the option of the holder. Does not include interest.

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CUSIP No. 78471E105 13D Page 4 of 6 Pages

| 1 | NAME
OF REPORTING PERSON Shiff
Group Assets Ltd. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | ☐ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION Israel | |

| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 8 | SHARED
VOTING POWER 235,712 |
| 9 | SOLE
DISPOSITIVE POWER 0 |
| 10 | SHARED
DISPOSITIVE POWER 235,712 |

| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 235,712 | |
| --- | --- | --- |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% | |
| 14 | TYPE
OF REPORTING PERSON CO | |

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CUSIP No. 78471E105 13D Page 5 of 6 Pages

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by Dov Shiff on February 16, 2022 (as amended by the Reporting Persons, the “Schedule 13D” or this “Statement”). Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.

Item 1. Security and Issuer.

This Statement relates to the common stock, no par value per share (the “Common Stock”), of SKYX Platforms Corp., a Florida corporation (the “Company”). The Company reports that its principal executive offices are located at 2855 W. McNab Road, Pompano Beach, Florida 33069.

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Common Stock and securities convertible or exercisable into shares of Common Stock beneficially owned by the Reporting Persons were acquired from the Company in private placement transactions or in the Company’s initial public offering in February 2022 and/or received as director compensation. In addition, since the initial public offering, Mr. Shiff has purchased approximately $110,132, and SGI has purchased approximately $117,368, in Common Stock in open market purchases. The source of funds for the shares of Common Stock and other securities purchased by SGI and SGA was their working capital. The source of funds for the shares of Common Stock purchased by Mr. Shiff was his personal funds.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 14,989,132 shares of Common Stock, which represents approximately 18.1% of the Company’s outstanding shares of Common Stock. Mr. Shiff also holds options to purchase an aggregate of 105,000 shares of Common Stock, all of which are or will be fully exercisable within 60 days of the filing of this Statement and were granted to him as part of his director compensation. Such options include (i) options to purchase 25,000 shares of Common Stock at an exercise price of $3.00 per share, which were granted on January 1, 2019 and expire on January 1, 2024; (ii) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on January 1, 2020 and expire on January 1, 2025; (iii) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2020 and expire on December 31, 2025; (iv) options to purchase 25,000 shares of Common Stock at an exercise price of $12.00 per share, which were granted on December 31, 2021 and expire on December 31, 2026; and (v) options to purchase 5,000 shares of Common Stock at an exercise price of $12.34 per share, which were granted on March 11, 2022 and expire on March 11, 2027. SGI also holds a Subordinated Convertible Promissory Note, which may be converted into 40,000 shares of Common Stock (excluding interest), based on a conversion price of $15.00 per share, at any time at the option of the holder and matures on November 3, 2023.

Each of SGI and SGA directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Shiff directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement.

Mr. Shiff, as President and Chief Executive Officer of SGI, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGI. Mr. Shiff, as a controlling person of SGA, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by SGA.

(c) On December 31, 2022, Mr. Shiff received 2,976 shares of Common Stock as a result of his election to receive shares of Common Stock in lieu of the cash retainer payable for service on the Company’s Board of Directors, pursuant to the non-employee director compensation program.

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CUSIP No. 78471E105 13D Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: January 4, 2023

| /s/
Dov Shiff |
| --- |
| DOV
SHIFF |
| SHIFF
GROUP INVESTMENTS LTD. |
| /s/
Dov Shiff |
| Dov
Shiff |
| President
and Chief Executive Officer |
| SHIFF
GROUP ASSETS LTD. |
| /s/
Dov Shiff |
| Dov
Shiff |
| Controlling
Person |

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