Sec Form 13D Filing - Shiff Dov filing for SKYX Platforms Corp. (SKYX) - 2023-01-04

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

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

 

* 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).

 

 

 

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	7	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

 

	(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.

 

 

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	7	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

 

(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.

 

 

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	7	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

 

 

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.

 

 

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