Sec Form 4 Filing - SOKOLOW LEONARD J @ SKYX Platforms Corp. - 2023-09-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person SOKOLOW LEONARD J 2. Issuer Name and Ticker or Trading Symbol SKYX Platforms Corp. [ SKYX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) C/O SKYX PLATFORMS CORP., 2855 W. MCNAB ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2023 (Street) POMPANO BEACH, FL33069 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, no par value 09/12/2023 A 450,000 ( 6 ) A $ 0 829,025 D Common Stock, no par value 09/12/2023 F 51,613 ( 7 ) D $ 1.64 777,412 ( 9 ) ( 10 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 1.58 09/12/2023 A 450,000 09/12/2023( 8 ) 09/12/2028 Common Stock, no par value 450,000 $ 0 450,000 D Stock Option (right to buy) $ 0.6 11/15/2015 11/15/2025 Common Stock, no par value 150,000 150,000 D Stock Option (right to buy) $ 3 06/30/2017 04/19/2027 Common Stock, no par value 150,000 150,000 D Stock Option (right to buy) $ 4 12/31/2017 04/19/2027 Common Stock, no par value 150,000 150,000 D Stock Option (right to buy) $ 3 01/01/2019 01/01/2024 Common Stock, no par value 100,000 100,000 D Stock Option (right to buy) $ 12 01/01/2020 01/01/2025 Common Stock, no par value 100,000 100,000 D Stock Option (right to buy) $ 12 12/31/2020 12/31/2025 Common Stock, no par value 100,000 100,000 D Stock Option (right to buy) $ 12 12/31/2021 12/31/2026 Common Stock, no par value 100,000 100,000 D Stock Option (right to buy) $ 12.34 03/31/2022 03/11/2027 Common Stock, no par value 17,500 17,500 D Stock Option (right to buy) $ 3.28 04/30/2023( 5 ) 04/05/2028 Common Stock, no par value 17,500 17,500 D Warrant (right to buy) $ 12 ( 1 ) 12/31/2023 Common Stock, no par value 4,469 4,469 D Warrant (right to buy) $ 9.8 ( 2 ) 10/26/2024 Common Stock, no par value 1,088 1,088 D Warrant (right to buy) $ 9.8 ( 2 ) 11/29/2024 Common Stock, no par value 3,375 3,375 D Warrant (right to buy) $ 9.8 ( 2 ) 12/22/2024 Common Stock, no par value 19,827 19,827 D 6.0% Subordinated Convertible Promissory Note $ 15 ( 3 ) 09/22/2023 Common Stock, no par value $ 250,000 ( 4 ) $ 250,000 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOKOLOW LEONARD J C/O SKYX PLATFORMS CORP. 2855 W. MCNAB ROAD POMPANO BEACH, FL33069 X Co-Chief Executive Officer Signatures /s/ Leonard J. Sokolow 09/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercisable at any time on or prior to the expiration date at the holder's discretion at the initial exercise price of $12.00 per share, subject to adjustment provisions (including certain anti-dilution provisions). ( 2 )Exercisable at any time on or prior to the expiration date at the holder's discretion at the adjusted exercise price of $9.80 per share, subject to adjustment provisions (including certain anti-dilution provisions). ( 3 )The principal amount, plus any accrued and unpaid interest, is convertible into shares of common stock at any time on or prior to the maturity date at the holder's discretion at the conversion price of $15.00 per share. ( 4 )Represents the principal amount of the convertible note and excludes interest that may accrue. Interest on the note is payable annually, in cash or common stock, at the holder's discretion. ( 5 )Options vest in twelve equal monthly installments, beginning on the last day of the month in which the options were granted. ( 6 )Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the issuer's common stock. The RSUs vest over 3.5 years as follows, subject to continued employment through the vesting date: 120,000 vested on September 12, 2023; 300,000 vest in six semi-annual installments of 50,000, beginning on March 12, 2024; and 30,000 vest on March 12, 2027. ( 7 )The reporting person has elected to satisfy his tax withholding obligation in connection with the vesting of RSUs by directing the issuer to withhold shares otherwise issuable upon vesting of the grant. ( 8 )Options vest over 3.5 years as follows, subject to continued employment through the vesting date: 120,000 vested on September 12, 2023; 300,000 vest in six semi-annual installments of 50,000, beginning on March 12, 2024; and 30,000 vest on March 12, 2027. ( 9 )Includes 20,167 restricted shares granted in consideration for services to be provided to the issuer pursuant to a corporate advisory agreement between the issuer and Newbridge Securities Corporation dated November 9, 2022. The restricted shares vest on the following schedule: one quarter of the shares on each of November 9, 2022 and the six-, 12- and 18-month anniversaries of such date. If the agreement is terminated prior to its expiration, any shares that have not vested as of such date will be forfeited. ( 10 )Includes 330,000 RSUs, which will vest as follows, subject to continued employment through the vesting date: 300,000 vest in six semi-annual installments of 50,000 beginning on March 12, 2024 and 30,000 vest on March 12, 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.