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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 4, 2023
SKYX
PLATFORMS CORP.
(Exact
name of Registrant as Specified in its Charter)
Florida |
|
001-41276 |
|
46-3645414 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (855) 759-7584
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, no par value per share |
|
SKYX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 | Entry
into a Material Definitive Agreement |
On
December 4, 2023, SKYX Platforms Corp. (the “Company”) renewed its five-year Licensing Master Services Agreement for U.S.
and global licensing services of its standard and smart products (the “GE MSA”) with GE Technology Development, Inc. (“GE”),
while sunsetting its original License Trademark Agreement with GE Trademark Licensing, Inc. (“GE-TL”).
The
term of the GE MSA runs through for an initial five-year term, includes automatic one-year renewal provisions, and replaces the Company’s
Master Services Agreement for global licensing services with GE dated June 14, 2019.
Pursuant
to the GE MSA, GE’s licensing team will license certain of the Company’s standard and smart products in the U.S. and worldwide.
For each licensing program the Company engages GE to conduct, GE’s licensing team will provide certain licensing services, including
seeking and arranging for licensee partners, negotiating agreement terms, administering contracts, auditing partners, assisting with
monetization and patent protection strategy, and providing mutually agreed support to defend the Company’s intellectual property.
The
Company will pay a percentage of earned revenue to GE collected pursuant to license agreements established in connection with a program
commercialized by GE’s licensing team, or with certain licensees introduced by GE to the Company.
In
connection with the sunsetting of the License Trademark Agreement, the Company and a subsidiary of the Company has entered into a letter
agreement (the “Letter Agreement”) with GE-TL restructuring the royalty payments to be payable over thirteen quarterly installments.
The Company also agreed to issue a convertible note payable to GE-TL, with note terms and conditions to be mutually agreed upon by both
parties.
The
above descriptions of the GE MSA and the Letter Agreement do not purport to be complete and are subject to, and qualified in their entirety
by, the full text of the GE MSA and the Letter Agreement, the forms of which are filed as Exhibit 10.1
to this Current Report on Form 8-K (this “Current Report”), and are incorporated herein by reference.
Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant |
The
disclosure set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item
9.01 | Financial
Statements and Exhibits |
*
Portions of this exhibit (indicated by bracketed asterisks) are omitted in accordance with the rules of the Securities and Exchange Commission
because they are both not material and the Company customarily and actually treats such information as private or confidential.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
SKYX
PLATFORMS CORP. |
|
|
|
Date:
December 8, 2023 |
By:
|
/s/
John P. Campi |
|
Name: |
John
P. Campi |
|
Title: |
Co-Chief
Executive Officer |
Exhibit
10.1
CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY “[***]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH
(I) NOT MATERIAL AND (II) IS THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.
MASTER
SERVICES AGREEMENT
between
GE
TECHNOLOGY DEVELOPMENT, INC.
and
SKYX
PLATFORMS CORP.
MASTER
SERVICES AGREEMENT
This
Master Services Agreement (“Agreement”) is entered into on December 1, 2023 (“Effective Date”)
by GE Technology Development, Inc., a subsidiary of the General Electric Company and a corporation organized under Delaware State law,
(“Company” or “GE”), and by SKYX Platforms Corp., a corporation organized under Florida State law
(“SKYX” and, together with the Company, “Parties”).
WHEREAS,
SKYX owns valuable technology and Intellectual Property (as defined below) in connection with standard and smart electrical products
including lighting and other products and connectors which are safe and easy to install and use;
WHEREAS,
the Company leverages industry leading technology commercialization approaches to unlock value and accelerate growth by monetizing technologies
and intellectual property through new business models into existing, adjacent and new markets; and
WHEREAS,
the Parties desire to enter into this Agreement to collaborate, to identify, develop, and monetize technologies and intellectual property
globally.
The
Parties hereby agree as follows:
1. | Definitions.
The following terms in this Agreement have the following meanings: |
| a) | “Account
Manager” means a Company representative for a respective Program. |
| b) | “Affiliate”
means with respect to a Party, and as of the Effective Date: (a) any company, firm or entity
which directly or indirectly owns, controls or directs such Party (“Parent”);
(b) any company, firm or entity which is under common ownership or control of the Parent
of such Party; and (c) any company, firm or entity, which is owned, controlled or directed
by such Party. For purposes of this definition “control” shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through ownership of voting securities, by contract or otherwise. |
| c) | “Business
Champion” means a SKYX representative for a respective Program. |
| d) | “Earned
Revenue” means all commercial benefits, including but not limited to, all license
fees, milestone payments, technology transfer fees (unless to the extent performed at cost),
royalty payments, payments for the purchase of Intellectual Property, other payments, or
other commercial value generated by any Licensing Agreement. |
| e) | “Company
Work Product” means all documentation
and presentations created by Company in order to fulfill the Services listed in Section 4,
including, but not limited to, slide decks, market reports, or other materials. |
| f) | “Intellectual
Property” means all intellectual property and proprietary rights, including without
limitation, all rights of inventorship and authorship, inventions, patents, patent applications
(whether published or unpublished), and know-how for any product, process, method, machine,
manufacture, design, composition of matter, or any new or useful improvement thereof, as
well as rights in copyright, trademark, trade dress, service mark, trade secret, computer
software, data, databases, design patents, design rights, and mask works. |
| g) | “Licensing
Agreement” means any arrangement between SKYX or an Affiliate of SKYX with any
Third Party in connection with SKYX Intellectual Property which results in SKYX or an Affiliate
or an owner of SKYX receiving revenue or commercial value, directly or indirectly, such arrangement
including but not limited to, technology transfers, technology licenses, patent transfers,
patent licenses, Intellectual Property licenses, and Intellectual Property sales. |
| h) | “Licensee(s)”
means one or more Third Parties which enter into a Licensing Agreement with SKYX to license
some or all of the SKYX Intellectual Property. |
| i) | “Licensor”
means SKYX or an Affiliate of SKYX. |
| j) | “Program”
means a monetization opportunity in connection with certain designated SKYX Intellectual
Property, SKYX Patents, and/or SKYX Products, that has been approved in writing by both Company
and SKYX, for which Company will perform the Services (defined below) as further detailed
in a SOW (defined below). |
| k) | “SKYX
Intellectual Property” means Intellectual Property owned or controlled by SKYX
or any Affiliates thereof. |
| l) | “SKYX
Patents” means patents and patent rights owned or controlled by SKYX or Affiliates
thereof, or which SKYX or an Affiliate thereof has the right to license without a requirement
to obtain consent or to pay any consideration to any Third Party, and such patents shall
be identified in a SOW for a specified Program. |
| m) | “SKYX
Products” means products owned by SKYX dealing with connection standard and smart
electrical products, including but not limited to lighting and other products and connectors
which are safe and easy to install and use. |
| n) | “Proprietary
Information” means: (A) information which is disclosed by one Party (“Disclosing
Party”) to the other (“Receiving Party”) and identified in writing at the
time of disclosure by an appropriate marking as Proprietary Information; (B) information
transmitted orally where such information is understood, or considering the nature of the
information should have been understood, by the Receiving Party to be confidential; and,
(C) Technical Information obtained from SKYX or produced by SKYX during performance of this
Agreement. Proprietary Information of GE includes information from GE and any Affliate of
GE provided to SKYX in connection with this Agreement. Proprietary Information of SKYX includes
information from SKYX and any Affiliate of SKYX provided to GE in connection with this Agreement. |
| o) | “Statement
of Work” or “SOW” means a written document executed by the Parties,
in substantially the form as identified in Exhibit A, that outlines the specific details
of a Program, including a list of potential Licensees reviewed and approved by SKYX, and
modification, if any, to the Agreement relative to that specific SOW. Each SOW is governed
by the terms of this Agreement. Any conflict between the terms of an SOW and this Agreement
shall be resolved in favor of this Agreement except where the SOW expressly states that this
Agreement is to be overridden. |
| p) | “Technical
Information” means technical information and data, whether documented or undocumented,
which would reasonably be considered proprietary to SKYX, including all SKYX design, manufacturing,
assembly, and user maintenance information, drawings, performance/material/procurement specifications,
methods, practices, electronic/computer files and software, as well as modifications, revisions,
and improvements to these items by SKYX. Technical Information excludes design standards,
methods, processes, frameworks, practices, analyses, benchmarking information, know-how,
databases, and computer software that are not specific to any Program that were developed
by the Company prior to the Effective Date. |
| q) | “Third
Party” means any person or entity except GE or its Affiliates or SKYX or its Affiliates. |
2. | License
Management Arrangement. The Parties agree that Company shall exclusively manage all licensing
and monetization of SKYX Intellectual Property, during the term of an applicable SOW solely
with respect to the scope of that SOW, subject to Paragraph 13(a). SKYX agrees to regularly
engage with the Company to collaborate in reviewing SKYX’s new and existing Intellectual
Property and technology commercialization opportunities to identify Programs that are potentially
suitable for commercialization. |
3. | Governance.
For each Program, SKYX shall designate at least one Business Champion that has the requisite
authority to negotiate and sign an applicable SOW on behalf of SKYX. The Business Champion
and an Account Manager designated by the Company will manage the flow of information between
SKYX and the Company and share information regarding the Program, financials, and related
documents with the other Party upon request. |
| a) | Services
to be performed by the Company for SKYX (“Services”) pursuant to this
Agreement and associated SOWs include, but are not limited to, as appropriate, Intellectual
Property assessment and evaluation, recommendations to amend and otherwise enhance current
SKYX patents and filings, commercially reasonable support in the defense and enforcement
of SKYX Intellectual Property as may be mutually agreed to in writing between the Parties,
financial valuation and benchmarking, marketing strategy, IP strategy and monetization consultation,
deal origination, negotiation, and execution, audit and contract administration, and other
related services. |
| b) | Upon
identification of a Program, the Parties shall execute a SOW to further detail the specific
Services the Company shall perform for such Program. Company shall use commercially reasonable
efforts to convert each such Program into a Licensed Program (defined below). |
| c) | The
Company shall at least quarterly provide SKYX with financial sheets as specified in Section
5(c)(i) (if applicable) and status reports with respect to each Program. |
| d) | The
Company will use commercially reasonable efforts to audit a Licensed Program, as defined
below, if and when the Parties both deem (in writing) that such audit is necessary, subject
to the terms and conditions setting forth the audit rights with respect to the applicable
Licensed Program. |
5. | Compensation
and Expenses. |
| a) | Costs.
All costs and expenses normally associated with any Program are to be undertaken by the Company
and any exceptions shall be explicitly stated in the applicable SOW, or as mutually agreed
by the Parties. In the event the Company encounters the need to incur significant costs and
expenses associated with an applicable Program that were not contemplated by the applicable
SOW, the Parties shall mutually agree how to address such costs and expenses, including by
amending the applicable SOW if necessary, in advance of the Company incurring such costs
and expenses. |
| i) | Unless
otherwise agreed by the Parties in the applicable SOW, when a Program is monetized by the
licensing of Program technology and/or SKYX Intellectual Property by SKYX or an Affiliate
of SKYX to one or more Licensees in connection with such Program (“Licensed Program”),
SKYX shall receive [***]% of any Earned Revenue realized from such monetization of
the Program and the Company shall receive the remaining [***]% of such Earned Revenue
(“Company Value Share”). The Company Value Share referenced in this Section
5(b) shall also be payable to Company for all Earned Revenue relating to a Licensed Program
involving a Licensee that Company communicated with and/or identified to SKYX or an Affiliate
thereof upon mutual written consent, as documented in the relevant Program Statement of Work-SOW,
at any time during or before the Term of this Agreement in connection with this Agreement
or a previous agreement with SKYX (including any predecessors of SKYX such as SKY Technology,
LLC). The duration of Company receiving the Company Value Share referenced in this Section
shall extend during the entire time for which a particular Licensee (which Company communicated
with and/or identified to SKYX pursuant to the terms of this Agreement) is a party to a Licensing
Agreement whether or not Company is managing such relationship with Licensee. If Company
introduces or identifies to SKYX (or an Affiliate thereof) upon mutual written consent, a
potential Licensee and SKYX (or an Affiliate thereof) and such potential Licensee (or an
Affiliate thereof) enter into a Licensing Agreement within twelve (12) months of such introduction
or identification by Company, then the Company shall receive [***]% of the Earned
Revenue associated with all Licensing Agreements between any of SKYX or any Affiliate thereof,
and such potential Licensee (or any Affiliate thereof) during the term of all Licensing Agreements
between SKYX (or any Affiliate thereof) and such potential Licensee (or any Affiliate thereof)
whether or not Company assisted in the negotiation of any Licensing Agreement with such potential
Licensee and whether or not Company is managing the relationship between such potential Licensee
and SKYX. |
| i) | Invoices.
As the Licensor, SKYX shall directly receive Earned Revenue from Licensees for each transaction
arising from a Licensed Program. SKYX shall provide to Company full administrative access
to view and account for and reconcile to the applicable Licensees such Earned Revenue. Within
15 days after the end of each calendar quarterly period, Company shall provide SKYX with
a financial sheet (A) itemizing the Earned Revenue generated by such Licensed Program during
such quarterly period, and (B) the amount of Company’s corresponding Company Value
Share payment due from SKYX with respect to such Licensed Program for such quarterly period.
Within 15 days after Company provides a financial sheet to SKYX, Company shall issue an invoice
to SKYX associated with such financial sheet for any Company Value Share sums due by SKYX
to Company. |
| ii) | Payments.
SKYX shall pay each invoice from Company within sixty (60) days after receipt thereof. |
| iii) | Recordkeeping
and Audit. Each Party shall keep true and accurate records, files and books of accounts
regarding all Earned Revenue received by it and containing all the necessary data reasonably
required for the full computation and verification of the amounts owed and the information
to be provided in the invoices and/or funds to be delivered pursuant to this Section 5(c),
and shall upon reasonable request and during regular business hours permit representatives
of the other Party to inspect the same for the sole purpose of determining the amounts payable
and due under this Agreement. SKYX agrees to reasonable audit rights by Company or an auditor
designated by Company to determine Licensees and Earned Revenue associated with such Licensees,
including Licensees whose relationship is not being managed by Company, and such audit rights
shall extend from the Effective Date until five (5) years after the earlier of the termination
or expiration of this Agreement. |
6. | Program
Termination and Implementation Rights. |
| a) | Program
Implementation. Upon the Parties’ execution of an SOW with respect to a Program,
the Company will have the sole right to implement such Program for the duration of the associated
SOW. If within the term of the associated SOW the Company has executed a Licensing Agreement
with a Licensee relating to the applicable Program, the Company shall continue to be the
sole implementer of such Program for the longer of the term of the SOW and the term of the
Licensing Agreement (including renewals thereof), or as otherwise agreed in writing by the
Parties. |
| b) | Termination
of a Licensed Program. If SKYX unilaterally terminates a Licensed Program (each, a “Terminated
Program”), the Company may, within 30 days after notice to Company of such termination,
submit to SKYX an itemized summary of its actual costs and expenses incurred in connection
with such Terminated Program prior to such termination and an associated invoice, and the
Company shall be entitled to an amount equal to the amount of such costs and expenses, (as
reflected in the invoice), in addition to the future Company Value Share due to Company from
any Licensed Program. |
7. | Confidentiality
and Intellectual Property Rights. |
| i) | Confidentiality.
The Receiving Party agrees: (i) to use the same degree of care to prevent disclosure of the
Disclosing Party’s Proprietary Information as it uses to prevent disclosure of its
own Proprietary Information (but not less than reasonable care); (ii) to use such Proprietary
Information only to conduct business related to this Agreement; and (iii) not to disclose
such Proprietary Information, except that the Receiving Party may disclose such Proprietary
Information to its Affiliates, agents, advisors, and representatives who are bound by terms
protecting such Proprietary Information at least as restrictive as those in this Agreement
(collectively “Representatives”) to the extent necessary to permit such
Representatives to assist the Receiving Party in matters related to performance under this
Agreement. Each Party acknowledges that money damages would not be a sufficient remedy for
any unauthorized disclosure of Proprietary Information. In the event of breach, a Party is
entitled to any remedies at law or in equity, excluding special, consequential, indirect,
punitive, or exemplary damages. Nothing herein is intended to limit or abridge the protection
of trade secrets under applicable trade secrets law. Trade secrets shall be maintained until
they enter the public domain. These duties of confidentiality, other than trade secrets,
shall remain for five years after the expiration or termination of this Agreement. |
| ii) | Information
Not Covered. Notwithstanding Section 7(a)(i), the Receiving Party’s obligations
with respect to the Disclosing Party’s Proprietary Information are not applicable to
Proprietary Information which: (1) is in the public domain; (2) is subsequently developed
by a Receiving Party’s employees who have no knowledge of or access to the Disclosing
Party’s Proprietary Information; or (3) is disclosed to the Receiving Party by a Third
Party having a bona fide right to do so without breach of this Agreement. Proprietary Information
is not deemed to be available to the public or known to a Party merely because it was embraced
by a general disclosure or derived from combinations of disclosures generally available to
the public or known to SKYX or the Company. |
| iii) | Mandatory
Disclosure. If a Receiving Party is requested or required by law to disclose any Proprietary
Information of a Disclosing Party, such Receiving Party will provide the Disclosing Party
prompt notice of each request so that the Disclosing Party may seek an appropriate protective
order. If the Receiving Party is legally compelled to disclose such Proprietary Information,
the Receiving Party may disclose such Proprietary Information to the extent required without
liability under this Agreement. |
| b) | Ownership
of Intellectual Property. |
| i) | SKYX
shall retain ownership of all Intellectual Property generated solely by SKYX or its Affiliates
relating to a Program including background, foreground, and future developed Intellectual
Property. Company shall retain ownership of all Company Work Product. |
| ii) | All
right, title and interest in and to inventions whether or not patentable, processes, data,
improvements, designs, patents relating to SKYX Intellectual Property, relating to a Program,
relating to a SOW, or otherwise resulting from this Agreement, conceived, generated and first
reduced to practice, during the Term of this Agreement in connection thereof (collectively,
“Inventions”), shall, without remuneration, be the sole property of SKYX. The
Parties shall take all such actions throughout the Term of this Agreement and thereafter
as shall be reasonable in order to transfer all right, title and interest in and to the Inventions
to SKYX free and clear of any and all liens, charges or other encumbrance in accordance with
this Section. Company shall further reasonably cooperate with SKYX, at SKYX’s reasonable
expense, by promptly executing any documents or carrying out any acts that SKYX may determine
to be necessary or desirable in order to transfer all rights, title and interest in and to
Inventions to SKYX and otherwise to enable SKYX to fully protect its intellectual property
and any right, title and interest in and to the Inventions. |
| a) | Mutual
Representations and Warranties. Each Party represents and warrants that: (i) it is a
company duly formed, validly existing, and in good standing under the laws of the jurisdiction
of its formation; (ii) it has the full right, power, and authority to enter into this Agreement
and to perform its respective obligations hereunder; and (iii) it will not be in violation
of any terms and conditions of any agreement with any other individual or entity by agreeing
to the terms and conditions of this Agreement and performing its respective obligations hereunder. |
| b) | SKYX
Representations and Warranties. SKYX warrants and represents that: (i) it is the sole
and exclusive owner of, or has a valid license right to use and license, all SKYX Patents,
all SKYX Intellectual Property, and all other Intellectual Property underlying or associated
with the Programs, free and clear of liens, security interests, and encumbrances of any kind;
and (ii) unless otherwise set out in the relevant SOW, no Third Party has any rights, licenses,
or options to or under such SKYX Patents and SKYX Intellectual Property (whether contingent
or currently exercisable). |
| c) | Company
Representations and Warranties. The Company warrants and represents that: (i) the Services
will be provided in accordance with the terms hereof and any applicable SOW in a competent
and professional manner; and, (ii) the Services will be performed in compliance with applicable
laws, ordinances and regulations and all rules, and regulations issued thereunder. |
| d) | DISCLAIMER.
EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES,
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. |
9. | Indemnification
and Limitation of Liability. |
| a) | Indemnification.
Each Party (the “Indemnifying Party”) will defend, indemnify, and hold
harmless the other Party, its Affiliates and its and their respective shareholders, directors,
officers, employees and agents (each, an “Indemnified Party”) from, against
and in respect of any and all losses, liabilities, damages, deficiencies, claims, actions,
judgments, settlements, interest, awards, penalties, fines, fees, costs or expenses of whatever
kind (including, without limitation, attorneys’ fees) (collectively “Loss”)
suffered or incurred, directly or indirectly by such Indemnified Party by reason of, resulting
from, arising out of, or in connection with: (i) the breach by the Indemnifying Party of
any representation or warranty contained in this Agreement or from the failure of the Indemnifying
Party to perform any covenant contained in this Agreement; or (ii) the gross negligence or
willful misconduct of the Indemnifying Party. The indemnification obligations of Company
are limited, in the aggregate, to the Company Value Share received by Company in the twenty-four
(24) months prior to any Loss suffered by SKYX for which indemnification is sought by SKYX.
SKYX shall defend, indemnify, and hold harmless Company and any Indemnified Party of Company
from, against, and in respect of any and all losses, liabilities, damages, deficiencies,
claims (including Intellectual Property claims), actions, judgments, settlements, interest,
awards, penalties, fines, fees, costs, or expenses of whatever kind (including, without limitation,
attorney’s fees) suffered or incurred directly or indirectly by reason of, resulting
from, arising out of, or in connection with any SKYX Products associated with any Program |
| b) | LIMITATION
OF LIABILITY. NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE
AND STRICT LIABILITY), OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
OR PUNITIVE DAMAGES WHATSOEVER, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR ARE A CONSEQUENCE
OF THIS AGREEMENT OR EITHER PARTY’S PERFORMANCE OR NONPERFORMANCE HEREUNDER. THE COMPANY’S
AGGREGATE LIABILITY TO SKYX UNDER THIS AGREEMENT SHALL BE LIMITED TO COMPANY VALUE SHARE
RECEIVED BY COMPANY IN CONNECTION WITH THIS AGREEMENT DURING THE PREVIOUS TWENTY-FOUR (24)
MONTHS FROM WHEN ANY LIABILITY FIRST AROSE. |
10. | Relationship
of the Parties. Nothing in this Agreement shall be construed as creating a partnership,
joint venture, or other formal business organization of any kind. The Company is an independent
contractor. No employees of the Company are or will be deemed employees of SKYX or are eligible
for participation in any SKYX employee benefit programs. Neither the Company nor any of its
employees are in any way legal representatives of SKYX and neither have any right to assume
or create any obligation of any kind, expressed or implied, in the name of or on behalf of
SKYX. Neither Company nor any of its employees will be deemed to give or have given SKYX
any legal advice. SKYX is entitled to its own legal counsel in connection with any activities
conducted in connection with this Agreeent and Company shall not be liable for any guidance
related to intellectual property or otherwise that Company may provide to SKYX. |
11. | Assignment.
Except as expressly provided herein, neither this Agreement nor any rights or obligations
hereunder may be assigned by either Party without prior written consent of the other Party.
However, either Party may assign this Agreement or any of its rights or obligations hereunder
to its successor in interest by operation of law or otherwise (including as a result of merger,
sale of stock and sale of all or substantially all of assets). Any attempted assignment,
assumption or other transfer of this Agreement or any portion hereof in violation of the
foregoing shall be void ab initio. Notwithstanding the forgoing, GE shall be entitled to
assign, delegate, or otherwise transfer any its rights, interests, and obligations under
this Agreement (in whole or in part) to any of its Affiliates or GE Divested Entities without
the prior written consent of SKYX, including for the avoidance of doubt, any such assignment,
delegation, or transfer in connection with General Electric Company’s announced Divestiture
Event. “GE Divested Entity(ies)” means a GE Affiliate, business unit,
division, or organization that has been transferred, divested, spun out, or assigned by way
of a business or asset divestiture, merger, spin off, or acquisition, including any such
entity that GE forms or will form as a result of GE’s plans to form three separate
companies as announced on November 9, 2021 (collectively, “Divestiture Event”). |
12. | Controlling
Laws and Dispute Resolution. |
| a) | Controlling
Laws. This Agreement shall be governed by all the applicable laws and regulations of
the United States. This Agreement is governed by New York State law, excluding conflict of
laws rules. The Parties exclude application of the United Nations Convention on Contracts
for the International Sale of Goods. |
| b) | Dispute
Resolution. Any dispute arising out of or relating to this Agreement or any SOW, including
the breach, termination, or validity thereof, shall be finally resolved by arbitration in
accordance with the then-current rules of arbitration of the International Chamber of Commerce
by three arbitrators, of whom each Party shall appoint one and the third shall be selected
by mutual agreement of the selected arbitrators. The arbitration shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-165, and judgment upon the award rendered
by the arbitrators may be entered by any court having jurisdiction thereof. The place of
arbitration shall be New York, New York U.S. The arbitrators are not empowered to award damages
in excess of compensatory damages, as provided for in this Agreement, and each Party expressly
waives and forgoes any right to punitive, exemplary, or any such similar damages, unless
a statute requires that compensatory damages be increased in a specified manner. EACH PARTY
KNOWINGLY, VOLUNTARILY, AND WITH ADVICE OF COUNSEL IRREVOCABLY WAIVES ITS RIGHT TO A JURY
TRIAL OR A BENCH TRIAL (EXCLUDING ARBITRATION) IN ANY PROCEEDING INVOLVING THIS AGREEMENT,
ITS SUBJECT MATTER, OR THE RELATIONSHIP BETWEEN THE PARTIES UNDER THIS AGREEMENT. |
Should
the International Chamber of Commerce or one or more arbitrators determine that a dispute is not arbitrable, the Parties shall and do
hereby consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, U.S.A.
13. | Expiration,
Termination and Suspension. |
| a) | Term.
This Agreement shall have an initial term of five (5) years (the “Initial Term”).
At the end of the Initial Term, this Agreement shall automatically renew for one-year extension
periods (each, a “Renewal Term” and, together with the Initial Term, the
“Term”) until either Party gives the other Party notice of its intent
not to renew at least six months prior to the expiration of the Initial Term or then-current
Renewal Term. The term in a SOW is governed by such SOW notwithstanding expiration or termination
of this Agreement. Termination of a SOW has no effect on the Term. |
| i) | Termination
by Mutual Agreement. This Agreement and any SOW hereunder may be terminated by mutual
written consent of the Parties. |
| ii) | Termination
for Default. Either Party (the “Terminating Party”) may, by written
notice to the other Party (the “Defaulting Party”), terminate this Agreement
or any SOW if: (I) the Defaulting Party breaches or violates Section 7(a) or Company (Terminating
Party in this respect) discovers any inaccuracies in Section 8(b); or (II) the Defaulting
Party fails to materially comply with any other material terms and conditions of this Agreement.
Termination becomes effective if the Defaulting Party does not cure such breach or failure
within 30 days of written notice by Terminating Party or such longer period as the Terminating
Party authorizes in writing. |
| c) | Obligations
Upon Expiration or Termination. Neither Party shall be liable for compensation for the
loss of anticipated opportunities as a result of termination, expiration or non-renewal of
this Agreement, provided that this limitation does not limit the liability for defaults
under Section 7. Each Party shall continue to pay the other Party all payments due or that
become due under any ongoing SOW. The terms in Sections 5(c), 6, 7, 8, 9, 12, 13(c) and 15
survive expiration or termination of this Agreement. |
14. | Waiver
and Failure to Enforce. No claim or right arising out of a breach of this Agreement can
be discharged by a waiver unless the waiver is supported by consideration and is in writing
signed by the aggrieved Party. Either Party’s failure to enforce any provision is not
to be construed as a waiver of such provision or of the right to enforce it. |
15. | Notice.
Communications shall be in English, in writing, and delivered by registered or certified
mail, overnight courier, facsimile, personal delivery, or electronic means (accompanied by
a notice sent by registered or certified mail, overnight courier, personal delivery, or facsimile
within ten business days). Notice shall be sent to the respective addresses set forth below,
unless otherwise provided. Notice that is not given in accordance with these terms is effective
if acknowledged, in writing, by an authorized officer of the Party to whom it was given. |
To
the Company: |
To
SKYX: |
|
|
GE
Technology Development, Inc. |
SKYX
Platforms |
1
Research Circle |
11030
Jones Bridge Road |
Niskayuna,
New York 12309 |
Johns
Creek, GA 30022 |
Attn:
Tom Buccellato |
Attn:
Patty Barron, COO |
Telephone:
[***] |
Telephone:
[***] |
E-Mail:
[***] |
E-Mail:
[***] |
|
|
With
a mandatory e-mail copy to: |
With
mandatory e-mail copies to: |
[***] |
[***] |
|
[***] |
16. | Execution
and Modification. |
| a) | This
Agreement, together with all SOWs executed pursuant hereto, constitutes the complete and
final agreement concerning the subject matter hereof. The invalidity of any sections of this
Agreement shall not affect the validity of the remainder of this Agreement. |
| b) | This
Agreement terminates and supersedes all previous writings relating to the subject matter
of this Agreement. |
| c) | No
modification of this Agreement is binding unless made in writing and signed by the Parties
hereto. |
17. | Incorporation
by Reference. Exhibit A referenced in this Agreement is incorporated into this Agreement
by reference. |
18. | Counterparts.
This Agreement may be executed in two or more counterparts, each of which counterparts when
so executed shall be deemed to be an original, but all of which counterparts, taken together,
shall constitute but one and the same instrument. Facsimile copies, scanned copies, and emailed
copies of this Agreement, as well as electronic signatures and digital signatures, shall
be valid. |
Remainder
of page left intentionally blank; signature page follows.
IN
WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.
GE TECHNOLOGY
DEVELOPMENT, INC.
|
SKYX
PLATFORMS CORP. |
|
|
|
|
|
By:
|
/s/
Thomas Buccellato |
|
By:
|
/s/
John Campi |
|
|
|
|
|
Name:
|
Thomas
Buccellato |
|
Name:
|
John
Campi |
|
|
|
|
|
Title:
|
Senior
Managing Director |
|
Title: |
Co-CEO |
|
|
|
|
|
Date: |
12/1/
2023 |
|
Date: |
12/4/2023 |
EXHIBIT
A
STATEMENT
OF WORK
This
Exhibit A is effective as of November __, 2023 (“Exhibit A Effective Date”) and is made a part of the Master Services
Agreement (“Agreement”) between GE Technology Develoment, Inc. (acting by and through its GE Licensing business unit)
and SKYX Platforms Corp., having an effective date of November __, 2023.
1. | Description
of the Program. […] |
3. | Intellectual
Property and Other Assets. […] |
4. | Other
Necessary Work and Resources. […] |
5. | Business
Champion. SKYX hereby appoints the following representative(s) as its Business Champion
with respect to the Program. Any and all communications in connection with this SOW, shall
be between the Company and such Business Champion. The Business Champion’s name and
contact information is provided below: |
Name:
Phone:
E-Mail:
6. | Account
Manager. The Company hereby appoints the following representative(s) as its Account Manager
with respect to the Program. Any and all communications in connection with this SOW, shall
be between SKYX and such Account Manager. The Account Manager’s name and contact information
is provided below: |
Name:
Phone:
E-Mail:
7. | [Costs.
[List any extraordinary costs the Parties have mutually agreed to treat contrary to Section
5(a) of the Agreement.] The Company must seek SKYX’s approval of all such expenses
prior to incurring such expense. The Company shall keep an accurate accounting of all accepted
expenses and submit expense reports for all such expenses to SKYX. Reimbursement shall be
in accordance with established SKYX policies.] |
9. | Term
and Termination. This SOW shall be effective as of the Exhibit A Effective Date and shall
continue to be effective until the earlier of (i) its termination in accordance with the
Agreement and (ii) any date occurring after the 24-month anniversary of the Exhibit A Effective
Date on which there are no active revenue-generating agreements with third parties or other
sources of revenue with respect to any associated Program. |
IN
WITNESS WHEREOF, the Parties have executed this SOW, effective as of the Exhibit A Effective Date.
GE
TECHNOLOGY DEVELOPMENT, INC.
|
|
SKYX
PLATFORMS CORP. |
|
|
|
|
|
By:
|
|
|
By:
|
|
|
|
|
|
|
Name:
|
|
|
Name:
|
|
|
|
|
|
|
Title:
|
|
|
Title:
|
|
|
|
|
|
|
Date:
|
|
|
Date:
|
|
|
Thomas
Buccellato |
|
Senior
Managing Director |
|
GE
Licensing |
|
|
|
General
Electric Company |
|
901
N. Main Ave |
|
Norwalk,
CT 06851 |
|
USA |
|
|
|
[***] |
|
T:
[***] |
SKYX
Platforms Corp.
SQL Lighting & Fans, LLC
John
Campi, Co-CEO
11030
Jones Bridge Road
Johns
Creek, GA 30022
Suite
206
VIA
EMAIL
November
28, 2023
RE: | Repayment
Plan Under Trademark License Agreement between SQL Lighting & Fans, LLC and GE Trademark
Licensing, Inc. |
Dear
John,
This
letter serves to memorialize the discussions and mutual agreement between GE Trademark Licensing, Inc. (“GE”) and SQL Lighting
& Fans, LLC (“SQL”) related to the repayment plan for SQL’s overdue and outstanding royalties owed under Section
3.3 of the Trademark License Agreement and the subsequent amendments between GE and SQL (together, “TMLA”). SQL is a wholly-owned
subsidiary of SKYX Platforms Corp. (“SKYX”). SQL and SKYX acknowledge and agree that, as a result of the survival provisions
set forth in Section 20.14 of the TMLA, such royalties remain due and owing following the mutual agreement between GE and SQL not to
renew the TMLA.
In
advance of the non-renewal of the TMLA by the parties on November 30, 2023, both parties have agreed to a revised royalty payment obligation
for SQL. The revised royalty payment obligation set forth below amends and supersedes the letter agreement between the parties, dated
December 1, 2020. Under this new payment arrangement, SQL’s revised royalty payment obligation is $2.7M in the aggregate (the “Royalty
Payment”). GE is willing to offer the following terms to restructure and repay the amounts owed under the TMLA, subject to SQL’s
quarterly payments (“Restructure Payments”) as follows:
Due Date | |
Amount Owed |
December 15, 2023 | |
$ | 200,000 | |
March 15, 2024 | |
$ | 200,000 | |
June 15, 2024 | |
$ | 200,000 | |
September 15, 2024 | |
$ | 200,000 | |
December 15, 2024 | |
$ | 200,000 | |
March 15, 2025 | |
$ | 200,000 | |
June 15, 2025 | |
$ | 200,000 | |
September 15, 2025 | |
$ | 200,000 | |
December 15, 2025 | |
$ | 200,000 | |
March 15, 2026 | |
$ | 200,000 | |
June 15, 2026 | |
$ | 200,000 | |
September 15, 2026 | |
$ | 200,000 | |
December 15, 2026 | |
$ | 300,000 | |
The
Restructure Payments listed above shall be received by GE not later than the applicable due date. SQL shall make the Restructure Payments
listed above by wire transfer of immediately available funds to the bank account designated by GE from time to time.
SKYX/SQL
represents that it has no inventory other than discontinued accessories under its possession or control that contains the GE word or
Monogram, or any trademark owned or associated with General Electric Company. By December 15, 2023, SKYX/SQL must provide a complete
list of all GE branded inventory to GE. As a condition of its initial payment term, SKYX/SQL must confirm in writing to GE by March 15,
2024, that it has either destroyed any inventory containing the GE mark or removed the GE mark from such inventory. Failure to offer
GE such confirmation shall be deemed an untimely payment and trigger the remedies and obligations set forth below. For clarity, GE retains
its inspection rights per section 9.3 of the TMLA agreement.
In
addition to these payments, SKYX shall issue to GE a $1,000,000 convertible note (the “Note”) payable to GE on December 15,
2026, with terms and conditions mutually agreed upon by both parties.
If
SKYX fails to issue the Note for any reason or no reason at all (including if the parties fail to agree on terms and conditions) by December
28, 2023, then in place of such Note, SKYX shall make the following additional quarterly payments (“Additional Payments”):
Due Date | |
Amount Owed |
March 15, 2027 | |
$ | 350,000 | |
June 15, 2027 | |
$ | 350,000 | |
September 15, 2027 | |
$ | 350,000 | |
December 15, 2027 | |
$ | 350,000 | |
SKYX
shall make the Additional Payments listed above by wire transfer of immediately available funds to the bank account designated by GE
from time to time.
If
SQL fails to make timely Restructure Payments or there is an event of default on the Note (or if SKYX fails to make timely Additional
Payments if such Additional Payments were due in place of a Note as set forth above), GE shall have the right to send notice to SQL and
SKYX to demand payment of the past due amount under this agreement plus the sum of all remaining payment amounts due under this agreement.
SKYX and/or SQL shall make payment of the applicable amount subject to such demand notice by not later than 30 calendar days following
SQL’s receipt of such demand notice. This right of GE to accelerate the amounts due under this agreement including the Note or
the Additional Payments, as the case may be, does not exclude or limit any other remedies and obligations set forth in Section 20.14
of the TMLA, all of which survive the termination of the TMLA.
Each
of SKYX and SQL represent and warrant that this agreement is duly authorized, this agreement is a binding agreement enforceable in accordance
with its terms, and the performance of this agreement does not conflict with any agreement to which SKYX or SQL are a party or by which
SKYX or SQL is bound.
Please
reach out to me should you have any questions regarding the above items. If this repayment plan is acceptable to SKYX and SQL, please
provide your written approval by signing below and sending via return email.
Best
regards,
/s/
Thomas Buccellato |
|
11/30/2023 |
Thomas
Buccellato |
|
|
General
Electric Company |
|
|
Agreed
to:
SKYX
Platforms Corp.
SQL
Lighting & Fans, LLC
By: |
/s/ John Campi |
|
11/30/2023 |
Name:
|
John Campi |
|
|
Title:
|
Co-CEO |
|
|
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