RCS - Sky Technologies - SKYX to Sign a Strategic Agreement

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07/02/2023 15:00

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RNS Number : 2053P  SKYX Platforms Corp (dba Sky Tech)  07 February 2023

 

SKYX to Sign a Strategic Agreement

 

SKYX Signs to Acquire Strategic Lighting E-Commerce Conglomerate with $86
Million in Revenues and 64 Websites

 

Acquisition payments to include up to 5,223,991 shares of SKYX's common stock and $8 million in cash at close that has been fully funded by two major existing SKYX investors, with an additional $4 million deferred cash payment one year after close

MIAMI, FL / ACCESSWIRE / February 7, 2023 / SKYX Platforms Corp.
(https://pr.report/D1NyedwZ) (NASDAQ:SKYX) (d/b/a "Sky Technologies") SKYX, a
highly disruptive platform technology company with over 60 issued and pending
patents globally with a mission to make homes and buildings become safe and
smart as the new standard, announced today that it signed a definitive
acquisition agreement to acquire Belami, an established, profitable, strategic
lighting and home décor e-commerce conglomerate with $86 million in revenues
and 64 websites.

The acquisition of the strategic e-commerce lighting and home décor
conglomerate will serve SKYX as a marketing and growth platform that is
expected to advance SKYX's business plan by years, provide several
distribution channels including to retail customers, builders and
professionals, as well as significantly enhance gross margins of SKYX's
products.

The acquisition payments will include a total of up to 5,223,991 shares of
SKYX's common stock and $8 million in cash at close that has been fully funded
by two major existing SKYX investors, with an additional $4 million deferred
cash payment one year after close.

The shares portion will include 2,018,692 restricted shares that will be
delivered to Belami selling shareholders at close and an additional payment of
up to 2,233,331 restricted shares that will be delivered to selling
shareholders 1 year after close. Delivered shares are subject to lockouts and
leak out provisions. In addition, SKYX has agreed to issue post-closing,
498,445 restricted stock units, 473,523 restricted shares, and options to
purchase 300,000 shares of common stock to Belami's employees, consultants and
management. The equity portion of the acquisition reflects a total of $16
million. SKYX has made a $1 million deposit to an escrow account at signing.

SKYX has also agreed to assume Belami's loan agreement with PNC Bank, National
Association, consisting of a $2.0 million available revolving line of credit
and a term loan of approximately $2.5 million.

In relation to this acquisition, on February 6, 2023, SKYX has closed a
private placement offering of convertible notes, subject to acquisition
closing, in the aggregate principal amount of $8.1 million, with 50% warrant
coverage to a major SKYX investor that has invested over $6.0 million in this
private placement. The private placement offering was led by two existing
investors. The acquisition has been approved by SKYX's board of directors and
is expected to close in the coming months, subject to closing conditions.

Rani Kohen, Founder and Executive Chairman of SKYX Platforms, said: "We
believe that the signing of this strategic e-commerce acquisition agreement
will take our business years ahead of plan as well as serve as a tremendous
marketing platform that will enhance the education and awareness of the safety
aspects and smart features of our award-winning plug and play ceiling
products. Additionally, we expect it will significantly accelerate
distribution of our products to both retail and professional channels."

About SKYX Platforms Corp.

As electricity is a standard in every home and building, our mission is to
make homes and buildings become safe-advanced and smart as the standard.

SKYX Platforms Corp. (NASDAQ:SKYX) has a series of highly disruptive
advanced-safe-smart platform technologies, with over 60 U.S. and global
patents and patent pending applications. Our technologies place an emphasis on
high quality and ease of use, while significantly enhancing both safety and
lifestyle in homes and buildings. We believe that our products are a necessity
in every room in both homes and other buildings in the U.S. and globally. For
more information, please visit our website at https://SKYXPlatforms.com
(https://pr.report/h60ScqWp) or follow us on LinkedIn
(https://pr.report/M9z5PVub) .

Forward-Looking Statements

Certain statements made in this press release are not based on historical
facts, but are forward-looking statements. These statements can be identified
by the use of forward-looking terminology such as "aim," "anticipate,"
"believe," "can," "could," "continue," "estimate," "expect," "evaluate,"
"forecast," "guidance," "intend," "likely," "may," "might," "objective,"
"ongoing," "outlook," "plan," "potential," "predict," "probable," "project,"
"seek," "should," "target" "view," "will," or "would," or the negative thereof
or other variations thereon or comparable terminology, although not all
forward-looking statements contain these words. These statements reflect the
Company's reasonable judgment with respect to future events and are subject to
risks, uncertainties and other factors, many of which have outcomes difficult
to predict and may be outside our control, that could cause actual results or
outcomes to differ materially from those in the forward-looking statements.
Such risks and uncertainties include risks arising from the diversion of
management's attention from the Company's ongoing business operations, an
increase in the amount of costs, fees and expenses and other charges related
to the Stock Purchase Agreement or the Acquisition, outcome of any litigation
that the Company or Belami may become subject to relating to the Acquisition,
the extent of, and the time necessary to obtain, any regulatory approvals
required for the Acquisition, risks of disruption to the Company's business as
a result of the public announcement of the Acquisition, the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Stock Purchase Agreement, an inability to complete the Acquisition in a
timely manner or at all, including due to a failure of any condition to the
closing of the Acquisition to be satisfied or waived by the applicable party,
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Stock Purchase Agreement, a decline in the market
price for the Company's common stock if the Acquisition is not completed,
risks that the Acquisition disrupts current plans and operations of the
Company or Belami and potential difficulties in Company or Belami employee
retention as a result of the Acquisition, and the ability to implement
business plans, forecasts and other expectations after the completion of the
Acquisition, realize the intended benefits of the Acquisition, and identify
and realize additional opportunities following the Acquisition, as well as the
other risks and uncertainties identified in filings by the Company with the
SEC, including its periodic reports on Form 10-K and Form 10-Q. The financial
information included in this press release is based upon available information
that is preliminary in nature, as well as certain assumptions and estimates
that the Company believes are reasonable. The financial information regarding
Belami is unaudited and the audited financials may differ from these
preliminary numbers in material respects. Any forward-looking statement speaks
only as of the date of this press release, and the Company undertakes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
U.S. federal securities laws.

Media Relations Contacts:

Britney Ouzts/Barbara Goldberg

O'Connell & Goldberg, Inc.

(754) 204-7074 / (954) 294-4677

bouzts@oandgpr.com / bgoldberg@oandgpr.com

Investor Relations Contact:

Lucas A. Zimmerman

MZ North America

(949) 259-4987

SKYX@mzgroup.us

SOURCE: SKYX Platforms Corp. dba Sky Technologies

 

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