SKYX Platforms Corp

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

The following is a summary of issuances of unregistered securities during the first quarter of 2024, to the extent not previously disclosed in a Current Report on Form 8-K filed by the Company: (i) the Company granted 393,703 shares of restricted shares of common stock pursuant to agreements regarding services provided to the Company: (ii) three of the Company’s previously issued subordinated convertible balloon promissory notes aggregating $575,000 were amended to, among other things, adjust the conversion price to $3.00 per share; and (iii) the Company issued convertible promissory notes to each of the sellers in the Belami acquisition in substitution of an aggregate of $3,117,408 in cash due to the sellers on April 28, 2024, which can be converted by the sellers into shares of the Company’s common stock at any time at $3.00 per share of the Company’s common stock.

The sales or issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and Rule 506 promulgated thereunder, as transactions by the Company not involving a public offering.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2023, the Company withheld 3,785 shares of common stock, at a price per share of $1.72, to satisfy tax withholding obligations due upon the vesting of a restricted stock grant. We did not pay cash to repurchase these shares, nor was this repurchase part of a publicly announced plan or program.

(1) Includes shares repurchased to satisfy tax withholding obligations due upon the vesting of restricted stock held by certain employees. We did not pay cash to repurchase these shares, nor were these repurchases part of a publicly announced plan or program.