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What changed in SKYX Platforms Corp.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of SKYX Platforms Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+287 added325 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-24)

Top changes in SKYX Platforms Corp.'s 2025 10-K

287 paragraphs added · 325 removed · 119 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

6 edited+139 added158 removed1 unchanged
Biggest changeThe final payment is scheduled for December 2026. The Company also issued a three-year convertible promissory note of $1.0 million to GE-TL in April 2024, in addition to the then agreed royalty payments.
Biggest changeDuring April 2024, GE and the Company agreed to reduce such additional amount by $ 400,000 in exchange for the issuance of a convertible promissory note of $ 1 million.
The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy (“BLE”) and voice control connections. The SkyHome App allows scheduling, energy saving-eco mode, dimming, back-up emergency light, night light, light color changing and much more.
The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more.
The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years, we have expanded the capabilities of our power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities.
The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hardwired electrical products. In recent years, the Company has expanded the capabilities of its power-plug product, to include its second generation advanced-safe and quick universal installation methods, as well as advanced-smart capabilities.
Our first- and second-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged in to a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires.
The Company has a series of advanced-safe-smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in to a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires.
Our third-generation technology is an all-in-one safe and smart advanced platform (the “Smart Sky Platform”) that is designed to enhance all-around safety and lifestyle of homes and other buildings.
The Company’s third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. Since April 2023, the Company also markets home lighting, ceiling fans and other home furnishings from third parties.
In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the Sellers on the first anniversary of the Closing. Each Seller received a Seller Note in an amount of $1,039,303 on the same date.
In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $ 3,117,909 in cash due to the sellers in monthly principal and interest payments of $ 300,000 beginning in July 2025 until fully paid in January 2026 .
Removed
ITEM 1. BUSINESS Our Mission 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. Overview Sky Technologies has a series of highly disruptive advanced-safe-smart platform technologies, with almost 100 U.S. and global patents and patent pending applications.
Added
CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 8,052,621 $ 12,639,441 Accounts receivable 1,891,488 2,415,314 Inventory 4,250,168 3,785,346 Deferred cost of revenues - 223,214 Prepaid expenses and other assets 1,206,639 1,311,135 Total current assets 15,400,916 20,374,450 Long-term assets: Property and equipment, net 1,347,640 545,333 Restricted cash 2,050,000 2,861,054 Right of use assets 17,502,685 19,750,030 Intangibles, definite life 5,051,949 5,994,373 Goodwill 16,157,000 16,157,000 Other assets 205,044 204,807 Total long term assets 42,314,318 45,512,597 Total assets $ 57,715,234 $ 65,887,047 Liabilities and Stockholders’ Equity (Deficit) Current liabilities Accounts payable and accrued expenses $ 16,014,585 $ 13,235,221 Notes payable 356,474 4,011,168 Operating lease liabilities 2,589,994 2,350,868 Royalty obligations 1,300,000 800,000 Deferred revenues 2,082,622 1,495,846 Convertible notes related parties 350,000 950,000 Convertible notes 1,884,347 3,292,408 Total current liabilities 24,578,022 26,135,511 Long term liabilities Long term accounts payable 552,354 1,044,708 Notes payable 145,022 504,129 Operating lease liabilities 17,791,453 20,376,498 Royalty obligations - 900,000 Convertible notes 14,236,769 7,872,773 Total long-term liabilities 32,725,598 30,698,108 Total liabilities 57,303,620 56,833,619 Mezzanine equity Series A Preferred Stock-shares authorized 400,000 , outstanding 200,000 and 200,000 5,000,000 5,000,000 Stockholders’ Equity (deficit) Series A-1 Preferred Stock-shares authorized 480,000 , outstanding 292,000 and 240,000 7,124,167 6,000,000 Series A-2 Preferred Stock-shares authorized 160,000 , outstanding 60,000 and - 1,500,000 - Preferred stock 1,500,000 - Common stock and additional paid-in-capital: shares authorized 500,000,000 outstanding 117,666,800 and 103,358,975 203,046,051 179,837,253 Accumulated deficit (216,258,604 ) (181,783,825 ) Total stockholders’ equity (deficit) (4,588,386 ) 4,053,428 Total Liabilities and Stockholders’ Equity (deficit) $ 57,715,234 $ 65,887,047 The accompanying notes are an integral part of the consolidated financial statements.
Removed
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.
Added
CONSOLIDATED STATEMENTS OF OPERATIONS (AUDITED) 2025 2024 For the year ended December 31, 2025 2024 Revenue $ 92,009,949 $ 86,276,876 Operating expenses Cost of revenues 64,173,870 61,682,934 Selling and marketing expenses 25,701,665 25,353,172 General and administrative expenses 31,246,804 31,353,009 Total expenses, net 121,122,339 118,389,115 Loss from operations (29,112,390 ) (32,112,239 ) Other expenses Interest expense - related party 119,486 151,900 Interest expense, net 4,183,728 3,904,005 Gain on extinguishment of debt - (400,000 ) Total other expenses, net 4,303,214 3,655,905 Net loss (33,415,604 ) (35,768,144 ) Preferred dividends - related party 80,000 20,000 Preferred dividends 979,175 192,667 Net loss attributed to common stockholders $ (34,474,779 ) $ (35,980,811 ) Net loss per share - basic and diluted $ (0.32 ) $ (0.36 ) Weighted average number of common shares outstanding – basic and diluted 108,757,074 99,766,866 The accompanying notes are an integral part of the consolidated financial statements.
Removed
In addition, during 2023, we expanded our operations by acquiring an online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings.
Added
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (AUDITED) 2025 2024 For the year ended December 31, 2025 2024 Shares of preferred stock ( Series A-1) Balance, beginning of year 240,000 - Preferred stock Conversion to common (102,000 ) - Preferred stock issued pursuant to offerings 154,000 240,000 Balance, end of year 292,000 240,000 Preferred stock ( Series A-1) Balance, beginning of year $ 6,000,000 $ - Preferred stock Conversion to common (2,550,000 ) - Preferred stock issued pursuant to offerings 3,674,167 6,000,000 Balance, end of year $ 7,124,167 $ 6,000,000 Shares of preferred stock ( Series A-2) Balance, beginning of year - - Preferred stock Conversion to common - - Preferred stock issued pursuant to offerings 60,000 - Balance, end of year 60,000 - Preferred stock ( Series A-2) Balance, beginning of year $ - $ - Preferred stock Conversion to common - - Preferred stock issued pursuant to offerings 1,500,000 - Balance, end of year $ 1,500,000 $ - Shares of common stock Balance, beginning of year 103,358,975 93,473,433 Common stock issued pursuant to offerings 4,243,123 3,535,067 Common stock issued pursuant to acquisition - 1,853,421 Common stock issued pursuant to conversion of preferred stock 1,958,336 - Common stock issued pursuant to preferred dividends 30,842 - Common stock issued pursuant to conversion of notes 272,728 - Common stock issued pursuant to conversion of accrued interest 433,073 - Common stock issued pursuant to exercise of options 1,001,492 128,023 Common stock issued pursuant to services 6,368,231 4,369,031 Balance, end of year 117,666,800 103,358,975 Common stock and paid-in capital Balance, beginning of year $ 179,837,253 $ 162,025,024 Common stock issued pursuant to offerings 5,424,368 4,330,295 Common stock issued pursuant to conversion of preferred stock 2,550,000 - Common stock issued pursuant to preferred dividends 38,559 - Common stock issued pursuant to conversion of notes 600,000 - Common stock issued pursuant to conversion of accrued interest 615,291 - Common stock issued pursuant to exercise of options 420,000 7,501 Common stock issued pursuant to services 13,560,580 13,474,433 Balance, end of year $ 203,046,051 $ 179,837,253 Accumulated Deficit Balance, beginning of year $ (181,783,825 ) $ (145,803,014 ) Preferred dividends (1,059,175 ) (212,667 ) Net loss (33,415,604 ) (35,768,144 ) Balance, end of year $ (216,258,604 ) $ (181,783,825 ) Total Stockholders’ Equity (deficit) $ (4,588,386 ) $ 4,053,428 The accompanying notes are an integral part of the consolidated financial statements.
Removed
We believe that due to safety, convenience, cost, and time that all hard-wired electrical products, such as light fixtures, ceiling fans and other products, should become plug and play and smart, as the standard, enabling consumers to plug their fixtures and control them through their smart phones at any time.
Added
CONSOLIDATED STATEMENTS OF CASH FLOWS (AUDITED) 2025 2024 For the year ended December 31, 2025 2024 Operations: Net loss $ (33,415,604 ) $ (35,768,144 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 4,320,338 4,066,957 Amortization of debt discount 1,113,996 1,211,974 Impairment of intangible assets - 1,118,750 Non-cash equity-based compensation expense 13,560,580 13,474,433 Gain on forgiveness of debt - (400,000 ) Equity-based payment of interest 615,291 - Change in operating assets and liabilities Inventory (464,823 ) (359,612 ) Accounts receivable 523,826 969,662 Prepaid expenses and other assets 104,256 (628,461 ) Deferred charges 223,214 1,231 Deferred revenues 586,776 20,327 Operating lease liabilities (2,345,919 ) (2,101,316 ) Royalty obligation (400,000 ) (800,000 ) Accounts payable and accrued expenses 2,287,010 933,829 Net cash used in operating activities (13,291,059 ) (18,260,370 ) Investing: Purchase of property and equipment (1,932,873 ) (981,428 ) Acquisition, net of cash acquired - (750,000 ) Net cash used in investing activities (1,932,873 ) (1,731,428 ) Financing: Proceeds from issuance of common stock - offerings 5,584,390 4,426,222 Placement cost (335,855 ) (88,426 ) Dividends paid (1,020,616 ) - Proceeds from line of credit - 500,000 Proceeds from issuance of preferred stock-related parties - 1,000,000 Proceeds from issuance of preferred stocks 5,350,000 10,000,000 Proceeds from issuance of preferred stocks 5,350,000 10,000,000 Proceeds from exercise of options 420,000 - Proceeds from issuance of convertible notes 5,250,000 - Principal repayments of notes payable (5,421,861 ) (2,775,756 ) Net cash provided by financing activities 9,826,058 13,062,040 Change in cash and cash equivalents, and restricted cash (5,397,874 ) (6,929,758 ) Cash, cash equivalents and restricted cash at beginning of the year 15,500,495 22,430,253 Cash, cash equivalents and restricted cash at end of year $ 10,102,621 $ 15,500,495 Cash paid during the year for: Interest $ 3,872,214 $ 3,281,597 Taxes - - Supplementary disclosure of non-cash financing activities: Preferred stock conversion to common $ 2,550,000 $ - Substitution of royalty payable to convertible note - 1,000,000 Substitution of consideration payable to convertible note 600,000 3,117,408 Right-of-use assets and operating lease liabilities - 662,698 Accrued dividends payable $ 36,444 $ 212,667 The accompanying notes are an integral part of the consolidated financial statements.
Removed
We believe that our patented advanced, safe and smart home platform technologies will enhance and promote safety in homes and buildings and make them smart, as a standard, in a fraction of the time and cost, as compared to other market products.
Added
F-6 SKYX Platforms Corp. Notes to Consolidated Financial Statements NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS SKYX Platforms Corp., a corporation (the “Company”), was incorporated in Florida in May 2004. The Company maintains offices in Sacramento, California, Johns Creek, Georgia, Miami and Pompano Beach, Florida, New York City, and Guangdong Province, China.
Removed
We believe that our smart home products will enable builders to deliver smart homes as a standard, in the same way they deliver electricity and appliances as a standard.
Added
Going Concern The Company’s liquidity sources include $ 10.10 million in cash and cash equivalents, including restricted cash of $ 2.05 million held for long-term purposes. The Company also generated net proceeds of $ 29.3 million from the issuance of shares of its common stock during January 2026.
Removed
As our products, including our advanced, safe and smart products, can be easily implemented and installed in both existing and new homes and buildings in just minutes, installing our products is expected to save a major part of the cost and time associated with installation of smart home products.
Added
While the Company has a history of operating losses, it has enough liquidity sources as of December 31, 2025, together with net proceeds generated in January 2026, to alleviate substantial doubt about its ability to continue as a going concern.
Removed
As many people spend the majority of time at their homes, we believe that they should have an affordable, easily installed, standard solution to make their homes safe, secured and smart.
Added
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the Company’s significant accounting policies: Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) under the accrual basis of accounting.
Removed
Similar to how smartphones serve people as an all-in-one personal smart platform, we believe that our all-in-one Smart Sky Platform will enable every room in homes and other buildings to include a smart platform as a standard. The Smart Sky Platform technology is an open system that can integrate with both existing and new smart home features, devices, and systems.
Added
Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Removed
The Smart Sky Platform is designed and built in a way that it can accommodate additional smart home features, enabling the platform to serve as a gateway for safe and smart technologies into rooms/homes, buildings, and that it can act like a “Panama-Canal” that can accommodate other type of software systems, wireless systems, electronic chips and more.
Added
F-7 Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.
Removed
Substantially most of our revenues come from the resale of third-party products, which include ceiling fans, heaters, light fixtures, paired, to the extent possible, with our standard “plug and play” feature either built in or with an adaptive kit.
Added
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events.
Removed
The products with the plug and play built in feature are described further below under “Products-Our First Product Gen-1: The Weight Bearing Power-Plug”.
Added
Accordingly, actual results could differ significantly from estimates. Reclassifications For comparability, reclassifications of certain prior-year balances were made in order to conform with current-year presentations, such as costs of internal-use software reclassified as intangible assets which were previously included in property and equipment.
Removed
Our newer line of products, include a universal “plug and play” adapter kit, Our smart products, which will include smart light fixtures and ceiling fans with our smart “plug and play” features, and our Sky Smart Gen-3 All-in-One Smart Home Platform.
Added
Basis of Consolidation The consolidated financial statements include the results of the Company and all its subsidiaries, including SQL Lighting and Fans LLC, Belami, Inc., BEC, CA 1, Inc. (through December 31, 2024), BEC CA 2, LLC, Luna BEC (through December 31, 2024), Inc., and Confero Group LLC. All intercompany balances and transactions have been eliminated in consolidation.
Removed
Additional information regarding our newer line of products is described below under “Products-Advanced Products” and “-Smart Products- Gen-2.” We shifted to smart products because we believe that the market has great demand for smart advanced products, and that we will be able to generate significant sales from our new line of advanced and smart products from direct sales as well as from licensing.
Added
Cash, Cash Equivalents, and restricted cash. The Company considers all highly liquid securities with original maturities of three months or less when acquired, to be cash equivalents.
Removed
All advanced and smart products, other than our Smart Sky Platform, were available during 2023 and we expect our Smart SKY Platform will be available within the next 12 months.
Added
The Company’s cash composition was as follows: SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH December 31, 2025 December 31, 2024 Cash and cash equivalents $ 8,052,621 $ 12,639,441 Restricted cash 2,050,000 2,861,054 Total cash, cash equivalents and restricted cash $ 10,102,621 $ 15,500,495 Restricted Cash The Company issued a letter of credit of $ 2.8 million in September 2022 to use as collateral for certain obligations to one of its lessors which was further reduced to $ 2.0 million during 2025.
Removed
We also expect to continually expand the collection of third-party products that can be paired with our “plug and play” technology. 3 E-Commerce On April 28, 2023, we completed our acquisition (the “Closing”) of all of the issued and outstanding shares of Belami, an online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings.
Added
The letter of credit was issued by a financial institution and was secured by cash of $ 2.05 million and $ 2.8 million as of December 31, 2025, and December 2024, respectively. Customer Contracts Balances Accounts receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional.
Removed
Many of the 60 websites acquired serve as a marketing and growth platform for our smart products and provide several distribution channels, including to retail customers, builders, and professionals.
Added
Accounts receivables are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from third-party payers and are paid within a few days from the order date.
Removed
The acquisition was completed in accordance with the terms and conditions of the Stock Purchase Agreement, dated February 6, 2023, between the Company and the stockholders of Belami (the “Sellers”) (as amended, the “Stock Purchase Agreement).
Added
The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently available evidence. The Company’s allowance for doubtful accounts was $ 22,668 and $ 12,147 as of December 31, 2025, and 2024, respectively.
Removed
The purchase price paid at the Closing consisted of $7,000,000 in cash (which excluded, among other things, $1.0 million released to the Sellers from escrow) and an aggregate of 1,923,285 shares of the Company’s common stock.
Added
The Company determines an allowance for sales returns based upon historical experience. F-8 The Company’s allowance for sales returns was $ 284,469 and $ 242,515 as of December 31, 2025, and 2024, respectively, and is recorded as an accrued expenses in the accompanying consolidated financial statements.
Removed
At the Closing, $750,000 of the purchase price was deposited into an escrow account, and was held for 12 months following the Closing as a source of recourse for claims the Company may have against the Sellers under the Stock Purchase Agreement.
Added
The Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement date. Such amounts are recognized as deferred revenues in the accompanying balance sheet. The deferred revenues amounted to $ 2,082,622 , and $ 1,495,846 as of December 31, 2025, and 2024, respectively.
Removed
Prior to the Closing, Belami issued the following promissory notes to the Sellers, which remain in place following the Closing and are guaranteed by the Company: (i) promissory notes in an aggregate amount of $1.0 million, which were paid in July 2023, which have a 90-day term and an interest rate of 4.86% per annum (the “Closing Notes”); and (ii) promissory notes in the aggregate amount of $239,266 (the “Retained Earnings Notes”), which was equal to the difference between retained earnings, on the one hand, and the cash and Closing Notes distributed to the Sellers prior to the Closing, on the other hand, and which amount is subject to adjustment, which have a one-year term and an interest rate of 4.86% per annum.
Added
The costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include the carrying value of freight, and sales charges. Deferred charges are included in prepaid costs and other assets in the accompanying balance sheet. Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out method.
Removed
The Company agreed to pay to the Sellers on the first anniversary of the Closing, or April 28, 2024, (i) $3,117,408 in cash and (ii) a number of shares of common stock equal to $5,560,262 divided by $3.00 per share.
Added
Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand.
Removed
The deferred payment was subject to a working capital adjustment, as provided for in the Stock Purchase Agreement, and o offset for indemnification claims. On March 29, 2024, the Company and the Sellers entered into a letter agreement modifying certain obligations under the Stock Purchase Agreement.
Added
SCHEDULE OF INVENTORY December 31, 2025 December 31, 2024 Inventory, component parts $ 2,413,821 $ 1,901,922 Inventory, finished goods 3,136,347 3,183,424 Allowance (1,300,000 ) (1,300,000 ) Inventory-total $ 4,250,168 $ 3,785,346 The Company maintains an allowance based on specific inventory items that have shown no activity over a reasonable period.
Removed
In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal becoming due on May 16, 2025, and can be converted by the Sellers at any time at $3.00 per share of our common stock.
Added
The Company tracks inventory as it is repurposed, disposed, scrapped, or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method.
Removed
The Seller Notes include customary events of default accelerating maturity, including a breach of the Company’s covenants, representations and warranties under the Stock Purchase Agreement and a change of control of Belami.
Added
Furniture and Equipment Furniture and equipment are stated at cost, less accumulated depreciation, and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Removed
The Company performed all other obligations pursuant to the letter agreement arising on the first anniversary of the Closing, including issuance of shares of common stock due to the Sellers, and the release of $750,000 held in escrow. Safety We believe that safety is a necessity and the top priority in all aspects of life.
Added
Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 3 to 7 years of the respective assets. Expenditures for maintenance and repairs are charged to expense as incurred.
Removed
Therefore, our technologies and products emphasize human safety, home, building and property safety and security, while combining safety features with high demand smart home features.
Added
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations. Intangible Asset Intangible assets were recorded in connection with the acquisition of Belami.
Removed
We believe our products should contribute to the elimination of many cases of hazardous incidents, including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries and deaths, as management believes that our products will result in easier installation processes and enhance the use of life saving products such as smoke detectors, carbon monoxide detectors, and emergency lights, among other products.
Added
Intangible assets with finite lives, which consist of customer relationships and e-commerce technology platforms, are being amortized over their estimated useful lives on a straight-line basis. Such intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Removed
Our products, including the Smart Sky Platform, incorporate our “plug and play” technology, which eliminates the need to touch wires during the later plug-in installation, replacement and maintenance, and cleaning and, accordingly, could result in reduced incidents of electrical shocks and fires resulting from faulty wiring.
Added
The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining estimated useful life through undiscounted estimated future cash flows.
Removed
While the installation of our products and retrofitting of electrical services does not require the services of a licensed electrician, it does not preclude the services of a licensed electrician. As more individuals engage in do-it-yourself (DIY) lighting projects, using our products rather than traditional lighting products could reduce incidents of incorrect wiring, shocks, injury and even death.
Added
If undiscounted estimated future cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value based on estimated future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows.
Removed
In addition, we believe installing our products will allow installers to spend less time on a ladder during initial installation.
Added
Estimated future cash flows are based on trends of historical performance and the Company’s estimate of future performance, considering existing and anticipated competitive and economic conditions. F-9 The Company developed various patents for an installation device used in light fixtures and ceiling fans.
Removed
Installers often wire light fixtures and fans while also holding such fixture or fan; with our products, including the Smart Sky Platform, the initial receptacle installation will be completed on the ladder and, afterwards, the fixture can simply be plugged into place, resulting in a faster and, we believe, much safer process, as installers can focus on wiring without also holding potentially heavy or breakable fixtures.
Added
Costs incurred for submitting the applications to the United States Patent and Trademark Office for these patents have been capitalized. Patent costs are amortized using the straight-line method over the related 15 -year lives. The Company begins amortizing patent costs once a filing receipt is received stating the patent serial number and filing date from the Patent Office.
Removed
Further, the Smart Sky Platform will incorporate a hard-wired smoke detector with battery back-up and a carbon monoxide monitor, which we believe could reduce injuries and deaths from fire and carbon monoxide poisoning. 4 Products Our products are designed to improve all around home and building safety and lifestyle.
Added
The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company.
Removed
We are continuing to refine our products and began manufacturing certain advanced and smart products during 2023 and expect to manufacture and make commercially available our Smart Sky Platform during 2025.
Added
The Company also capitalizes legal costs incurred in the defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased, and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent.
Removed
Our First Product Gen-1: The Weight Bearing Power-Plug Our first patented technology was the Gen-1 Power-Plug, a weight bearing power plug that acts as a safe and quick installation device, designed for “plug and play” installation of weight bearing electronics, such as light fixtures, ceiling fans and other electrical products, into ceiling electrical outlet boxes.
Added
The Company’s assessment of future economic benefit or a successful defense of its patents involves considerable management judgment, and an unfavorable outcome of litigation could result in a material impairment charge up to the carrying value of these assets. Management determined that there was no impairment of the Company’s intangible assets as of December 31, 2025.
Removed
Our patented technology consists of a fixable socket and a revolving plug (the Power-Plug) for conducting electric power and supporting an electrical appliance attached to a wall or ceiling. The socket is comprised of a non-conductive body that houses conductive rings connectable to an electric power supply through terminals in its side exterior.
Added
Goodwill Goodwill, which was recorded in connection with the acquisition of Belami, is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill represents the excess of the purchase price of Belami over the fair value of its identifiable net assets acquired.
Removed
The Power-Plug, which is comprised of a non-conductive body that houses corresponding conductive rings, attaches to the socket via a male post and can feed electric power to an appliance.
Added
Goodwill is tested for impairment at the reporting unit level. Fair value is typically based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

71 edited+17 added11 removed339 unchanged
Biggest changeAs of March 13, 2025, we had $15.6 million aggregate principal amount of convertible notes outstanding, convertible into shares of our common stock at a conversion price ranging from $2.70 to $15.00 per share; 200,000 shares of Series A Preferred Stock, no par value (“Series A Preferred Stock”) outstanding, which has an original issue price of $25.00 per share and is convertible into shares of common stock at a conversion price of $2.00 per share; 260,000 shares of Series A-1 Preferred Stock, no par value (“Series A-1 Preferred Stock”) outstanding, which has an original issue price of $25.00 per share and is convertible into shares of common stock at a conversion price of $2.00 per share; and warrants to purchase 1,523,667 shares of our common stock outstanding at a n exercise price ranging from $2.70 to $18.00 per share.
Biggest changeAs of March 18, 2026, we had $18.2 million aggregate principal amount of convertible notes outstanding, convertible into shares of our common stock at a weighted average conversion rate of $1.28 and $13.8 million invested in our shares of Preferred Series A, A-1 and A-2, convertible at a weighted average rate of $1.25 per share.
We may not have available sufficient financial or other resources to continue to make the investments necessary to maintain our competitive position. We depend on third parties to provide integrated circuit chip sets and other critical components for use in our products. We do not manufacture the integrated circuit chip sets or other electronic components used in our products.
We may not have sufficient financial or other resources available to continue to make the investments necessary to maintain our competitive position. We depend on third parties to provide integrated circuit chip sets and other critical components for use in our products. We do not manufacture the integrated circuit chip sets or other electronic components used in our products.
Compliance with inconsistent environmental, social and governance-related rules and regulations, including those related to climate change, could increase compliance burdens and associated regulatory costs, as well as enhance the risk of claims and regulatory actions, which could adversely impact our reputation and our efforts to raise capital, including as a result of public regulatory sanctions. 28 Our future success depends on our ability to retain key employees and to attract, retain and motivate qualified personnel.
Compliance with inconsistent environmental, social and governance-related rules and regulations, including those related to climate change, could increase compliance burdens and associated regulatory costs, as well as enhance the risk of claims and regulatory actions, which could adversely impact on our reputation and our efforts to raise capital, including as a result of public regulatory sanctions. 28 Our future success depends on our ability to retain key employees and to attract, retain and motivate qualified personnel.
Our consultants, vendors and others to whom we entrust confidential data, and on whom we rely to provide products and services, face similar threats and growing requirements.
Our consultants, vendors and others to whom we entrust confidential data, and on whom we rely on to provide products and services, face similar threats and growing requirements.
In addition, due to one or more of the foregoing factors in one or more future quarters, our results of operations may fall below the expectations of securities analysts and investors. In the event any of the foregoing occur, the market price of our common stock could be highly volatile and may materially decline.
In addition, due to one or more of the foregoing factors in one or more future quarters, our results of operations may fall below the expectations of securities analysts and investors. In the event any of the foregoing factors occur, the market price of our common stock could be highly volatile and may materially decline.
Many other factors can affect our profitability and financial condition, including: changes in, or interpretations of, laws and regulations, including changes in accounting standards and taxation requirements; changes in the rate of inflation, interest rates and the performance of investments held by us; changes in the creditworthiness of counterparties that transact business with us; changes in business, economic and political conditions, including: war, political instability, terrorist attacks in the U.S. and other parts of the world, the threat of future terrorist activity in the U.S. and other parts of the world and related military action; natural disasters; public health crises; the cost and availability of insurance due to any of the foregoing events or other unforeseen events; labor disputes, strikes, slow-downs or other forms of labor or union activity; increased tariffs or other trade barriers or restrictions; and pressure from third-party interest groups; changes in our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting from evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future; difficulties related to our information technology systems, or outages of third-party information technologies or software upon which we rely, any of which could adversely affect business operations, including any significant breakdown, invasion, destruction, or interruption of these systems; changes in credit markets impacting our ability to obtain financing for our business operations; or legal difficulties, any of which could preclude or delay commercialization of products or technologies or adversely affect profitability, including claims asserting statutory or regulatory violations, adverse litigation decisions and issues regarding compliance with any governmental consent decree. 27 Risks Related to Our Operations Our actual operating results may differ significantly from guidance provided by our management.
Many other factors can affect our profitability and financial condition, including: changes in, or interpretations of, laws and regulations, including changes in accounting standards and taxation requirements; changes in the rate of inflation, interest rates and the performance of investments held by us; changes in the creditworthiness of counterparties that transact business with us; changes in business, economic and political conditions, including: war, political instability, terrorist attacks in the U.S. and other parts of the world, the threat of future terrorist activity in the U.S. and other parts of the world and related military action; natural disasters; public health crises; the cost and availability of insurance due to any of the foregoing events or other unforeseen events; labor disputes, strikes, slow-downs or other forms of labor or union activity; increased tariffs or other trade barriers or restrictions; and pressure from third-party interest groups; changes in our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting from evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future; difficulties related to our information technology systems, or outages of third-party information technologies or software upon which we rely, any of which could adversely affect business operations, including any significant breakdown, invasion, destruction, or interruption of these systems; changes in credit markets impacting our ability to obtain financing for our business operations; or legal difficulties, any of which could preclude or delay commercialization of products or technologies or adversely affect profitability, including claims asserting statutory or regulatory violations, adverse litigation decisions and issues regarding compliance with any governmental consent decree. 27 Risks Related to Our Operations Our actual operating results will differ significantly from guidance provided by our management.
Obtaining additional financing contains risks, including: additional equity financing may not be available to us on satisfactory terms, and any equity we are able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to our common stock; loans or other debt instruments may have terms and/or conditions, such as interest rates, restrictive covenants and control or revocation provisions, that are not acceptable to management or our board of directors (the “board” or “board of directors”); debt financing increases expenses, and we must repay the debt regardless of our operating results; and our ability to obtain additional capital may be adversely impacted by factors beyond our control, such as the market demand for our securities, the state of financial markets generally and other relevant factors, including high inflation and interest rates, ongoing supply chain disruptions and shortages, labor shortages, geopolitical conditions, including the impact of tariffs and other trade barriers or restrictions, any disruptions to, or volatility in, the credit and financial markets in the United States and worldwide, and a potential economic downturn or recession.
Obtaining additional financing contains risks, including: additional equity financing may not be available to us on satisfactory terms, and any equity we are able to issue could lead to dilution for current stockholders and have rights, preferences and privileges senior to our common stock; loans or other debt instruments may have terms and/or conditions, such as interest rates, restrictive covenants and control or revocation provisions, which are not acceptable to management or our board of directors (the “board” or “board of directors”); debt financing increases expenses, and we must repay the debt regardless of our operating results; and our ability to obtain additional capital may be adversely impacted by factors beyond our control, such as the market demand for our securities, the state of financial markets generally and other relevant factors, including high inflation and interest rates, ongoing supply chain disruptions and shortages, labor shortages, geopolitical conditions, including the impact of tariffs and other trade barriers or restrictions, any disruptions to, or volatility in, the credit and financial markets in the United States and worldwide, and a potential economic downturn or recession.
Competition for, and negotiation and award of, contracts present varied risks, including, but not limited to: investment of substantial time and resources by management for the preparation of bids and proposals with no assurance that a contract will be awarded to us; the requirement to certify as to compliance with numerous laws (for example, socio-economic, small business and domestic preference) for which a false or incorrect certification can lead to civil and criminal penalties; the need to estimate accurately the resources and cost structure required to service a contract; and the expenses and delays that we might suffer if our competitors protest a contract awarded to us, including the potential that the contract may be terminated and a new bid competition may be conducted. 22 If we are unable to win contracts awarded through the competitive bidding process, we may not be able to operate in the market for products and services that are provided under those contracts for several years.
Competition for, and negotiation and award of, contracts present varied risks, including, but not limited to: investment of substantial time and resources by management for the preparation of bids and proposals with no assurance that a contract will be awarded to us; the requirement to certify as to compliance with numerous laws (for example, socio-economic, small business and domestic preference) for which a false or incorrect certification can lead to civil and criminal penalties; the need to estimate accurately the resources and cost structure required to service a contract; and the expenses and delays that we might suffer if our competitors protest a contract awarded to us, including the possibility that the contract may be terminated and a new bid competition may be conducted. 22 If we are unable to win contracts awarded through the competitive bidding process, we may not be able to operate in the market for products and services that are provided under those contracts for several years.
We expect to derive a substantial portion of our future revenue from a portfolio of related products and technologies; if we cannot successfully launch our products or further develop them to include additional features, our products and technologies fail to satisfy customer demands or achieve widespread market acceptance, our business, operating results, financial condition, and growth prospects would be adversely affected.
We expect to derive a substantial portion of our future revenue from a portfolio of related products and technologies; if we cannot successfully launch our products or further develop them to include additional features, our products and technologies fail to satisfy customer demands or achieve market acceptance, our business, operating results, financial condition, and growth prospects would be adversely affected.
If our existing preorder and prospective customers do not perceive our products to be of sufficiently high value and quality, cost competitive and appealing in aesthetics or performance, we may not be able to retain our current preorder customers or attract new customers, and our business, prospects, financial condition, results of operations, and cash flows would suffer as a result.
If our existing and prospective customers do not perceive our products to be of sufficiently high value and quality, cost competitive and appealing in aesthetics or performance, we may not be able to retain our current customers or attract new customers, and our business, prospects, financial condition, results of operations, and cash flows would suffer as a result.
In addition, the introduction of new products and services by competitors or the development of entirely new technologies to replace existing offerings could make our products and technologies obsolete or adversely affect our ability to compete. Any delay or failure in the introduction of enhancements, functionality or infrastructure developments could harm our business, results of operations and financial condition.
In addition, the introduction of new products and services by competitors or the development of entirely innovative technologies to replace existing offerings could make our products and technologies obsolete or adversely affect our ability to compete. Any delay or failure in the introduction of enhancements, functionality or infrastructure developments could harm our business, results of operations and financial condition.
State taxing authorities may assert that the Company had an economic nexus with their state and were required to collect sales and use or similar taxes with respect to past or future products and technologies that the Company has sold or will sell, which could result in tax assessments, penalties, and interest.
State taxing authorities may assert that the Company had an economic nexus with their state and were required to collect sales and use taxes with respect to past or future products and technologies that the Company has sold or will sell, which could result in tax assessments, penalties, and interest.
Even if we can bring our smart products and technologies to market as planned and on budget, there can be no assurance that consumers will embrace our smart products and technologies in significant numbers. Our success depends on attracting many potential customers to purchase our products and, in the future, the associated services we intend to provide to our customers.
Even if we can bring our smart products and technologies to market as planned and on budget, there can be no assurance that consumers will embrace our smart products and technologies in significant numbers. Our success depends on attracting potential customers to purchase our products and, in the future, the associated services we intend to provide to our customers.
Such tax assessments, penalties and interest may adversely affect the Company’s cash tax liabilities, results of operations and financial condition. Taxing authorities may successfully assert that the Company should have collected or in the future should collect sales and use or similar taxes for its services, which could adversely affect the Company’s results of operations.
Such tax assessments, penalties and interest may adversely affect the Company’s cash tax liabilities, results of operations and financial condition. Taxing authorities may successfully assert that the Company should have collected or in the future should collect sales and use taxes for its services, which could adversely affect the Company’s results of operations.
A prolonged service disruption affecting our cloud-based solution for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business.
A prolonged service disruption affecting our cloud-based solution for any of the foregoing reasons would negatively impact on our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or otherwise harm our business.
Further, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit.
Further, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs by defending the lawsuit.
Our platform, mobile application and internal tools use computing, storage capabilities, bandwidth and other services provided by AWS. Any significant disruption of, limitation of our access to or other interference with our use of AWS would negatively impact our operations and could seriously harm our business.
Our platform, mobile application and internal tools use computing, storage capabilities, bandwidth and other services provided by AWS. Any significant disruption of, limitation of our access to or other interference with our use of AWS would negatively impact on our operations and could seriously harm our business.
The market price for our common stock may be influenced by many factors, including, in addition to the factors discussed in this “Risk Factors” section and elsewhere in this Form 10-K, the following: our ability to successfully launch, and gain market acceptance of, our smart products and technologies; our reliance on product distribution arrangements with third parties; developments or disputes concerning patent applications, issued patents or other proprietary rights; the recruitment or departure of key personnel; the level of expenses related to our research and development, marketing efforts, strategic initiatives, or other areas; actual or anticipated changes in governmental regulation, including taxation and tariff policies; actual or anticipated changes in estimates as to financial results or recommendations by securities analysts; variations in our financial results or those of companies that are perceived to be similar to us; market conditions in the lighting, home décor and smart home sectors; conditions in the financial markets in general or changes in general economic conditions; and novel and unforeseen market forces and trading strategies.
The market price for our common stock may be influenced by many factors, including, in addition to the factors discussed in this “Risk Factors” section and elsewhere in this Form 10-K, the following: our ability to successfully launch, and gain market acceptance of, our smart products and technologies; our reliance on product distribution arrangements with third parties; developments or disputes concerning patent applications, issued patents or other proprietary rights; the recruitment or departure of key personnel; the level of expenses related to our research and development, marketing efforts, strategic initiatives, or other areas; actual or anticipated changes in governmental regulation, including taxation and tariff policies; actual or anticipated changes in estimates as to financial results or recommendations by securities analysts; variations in our financial results or those of companies that are perceived to be similar to us; market conditions in the lighting, home decor and smart home sectors; conditions in the financial markets in general or changes in general economic conditions; and novel and unforeseen market forces and trading strategies.
We may also be unable to launch or manufacture our products and technologies or develop recurring revenue streams, such as anticipated subscription services, in a timely manner, which would further negatively impact our ability to become profitable.
We may also be unable to launch or manufacture our products and technologies or develop recurring revenue streams, such as anticipated subscription services, in a timely manner, which would further negatively impact on our ability to become profitable.
In addition, holders of our Series A Preferred Stock and Series A-1 Preferred Stock, which includes certain of our officers, are entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock.
In addition, holders of our Series A Preferred Stock, Series A-1 Preferred Stock and Series A-2 Preferred Stock, which includes certain of our officers, are entitled to vote on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock.
Declines in consumer spending have resulted in, and could in the future result in, decreased demand for our products and services, which has adversely affected the results of our operations in the past and may do so in the future.
Declines in consumer spending has resulted in, and could in the future result in, decreased demand for our products and services, which has adversely affected the results of our operations in the past and may do so in the future.
The level of service provided by AWS could affect the availability or speed of our platform, which may also impact the usage of, and our customers’ satisfaction with, our platform and could seriously harm our business and reputation.
The level of service provided by AWS could affect the availability or speed of our platform, which may also impact on the usage of, and our customers’ satisfaction with, our platform and could seriously harm our business and reputation.
Our third-party manufacturers and many of our suppliers are located in China, which exposes us to additional risks. Our third-party manufacturers are in China, which exposes us to additional risks that could negatively impact our business and operations.
Our third-party manufacturers and many of our suppliers are located in China, which exposes us to additional risks. Some of our third-party manufacturers are in China, which exposes us to additional risks that could negatively impact our business and operations.
While we experienced shortages in obtaining necessary integrated circuit chips to be used in our products, we were able to find additional suppliers for such components. Going forward, we believe we can obtain more chips as needed within a reasonable time and may be able to replace difficult to acquire components with different products or modify our design if necessary.
While we experienced shortages in obtaining necessary integrated circuit chips to be used in our products, we were able to find additional suppliers for such components. Going forward, we believe we can obtain more chips as needed within a reasonable time and may be able to replace difficult to acquire components with assorted products or modify our design if necessary.
In addition, we may not have adequate insurance coverage for security incidents or breaches. The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business.
In addition, we may not have adequate insurance coverage for security incidents or breaches. The successful assertion of one or more large claims against us that exceed our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have an adverse effect on our business.
Our executive officers, directors, principal stockholders, and their affiliates exercise significant influence over us, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control. In addition, our outstanding convertible preferred stock has voting rights, which reduce the relative voting power of holders of our common stock.
Our executive officers, directors, principal stockholders, and their affiliates exercise considerable influence over us, which will limit your ability to influence corporate matters and could delay or prevent a change in corporate control. In addition, our outstanding convertible preferred stock has voting rights, which reduce the relative voting power of holders of our common stock.
Any of the foregoing may materially harm our business, financial condition, results of operations, stock price and prospects. Our products business may become substantially dependent on contracts that are awarded through competitive bidding processes. We may obtain a significant portion of our products revenues pursuant to contracts that are subject to competitive bidding, including contracts with municipal authorities.
Any of the foregoing may materially harm our business, financial condition, results of operations, stock price and prospects. Our products business may become substantially dependent on contracts that are awarded through competitive bidding processes. We may obtain a sizable portion of our products revenues pursuant to contracts that are subject to competitive bidding, including contracts with municipal authorities.
The ERP system will be critical to our ability to provide important information to our management, obtain and deliver products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, and otherwise operate our business.
The ERP system will be critical to our ability to provide valuable information to our management, obtain and deliver products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, and otherwise operate our business.
We believe that any internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. We may discover weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements.
We believe that all internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. We may discover weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements.
In addition, there is a risk that one or more of our current service providers and other partners could go out of business, including as a result of difficult economic conditions, which could directly affect our ability to attain our operating goals on schedule and on budget.
In addition, there is a risk that one or more of our current service providers and other partners could go out of business, including as a result of unfavorable economic conditions, which could directly affect our ability to attain our operating goals on schedule and on budget.
If we expend a significant number of resources on research and development efforts that do not lead to the successful introduction of new products, functionality or improvements that are competitive in our current or future markets, our business and results of operations will suffer.
If we expend a sizable number of resources on research and development efforts that do not lead to the successful introduction of new products, functionality or improvements that are competitive in our current or future markets, our business and results of operations will suffer.
We have invested, and plan to continue to invest, significant time, resources, and capital into expanding our products and technologies with no expectation that they will provide material revenue in the near term and without any assurance they will succeed or be profitable.
We have invested, and plan to continue to invest considerable time, resources, and capital into expanding our products and technologies with no expectation that they will provide material revenue in the near term and without any assurance they will succeed or be profitable.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “five percent stockholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws.
In general, an “ownership change” will occur if there is a cumulative change in our ownership by “five percent stockholders” that exceeds fifty percentage points over a rolling three-year period. Similar rules may apply under state tax laws.
We will also bear the expenses of such litigation for any of our directors, officers, employees or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification.
We will also bear the expenses of such litigation for any of our directors, officers, employees or agents, upon such person’s promise to repay us therefore if it is ultimately determined that no such person shall have been entitled to indemnification.
Any new features that we develop may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related expenses. It is difficult to predict customer adoption of new features.
Any new features that we develop may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related expenses. It is difficult to predict customers’ adoption of new features.
A lack of interoperability could also result in significant redesign costs and harm relations with our customers. Further, the mere announcement of an incompatibility problem relating to our products and technologies could materially adversely affect our business, results of operations and financial condition.
A lack of interoperability could also result in significant redesigning costs and harm relations with our customers. Further, the mere announcement of an incompatibility problem relating to our products and technologies could materially adversely affect our business, results of operations and financial condition.
Our stock price has been, and is likely to continue to be, volatile and subject to wide fluctuations in response to various factors, some of which we cannot control. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of companies.
Our stock price has been, and is likely to continue to be, volatile and subject to wide fluctuations in response to numerous factors, some of which we cannot control. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of companies.
The implementation and maintenance of the new ERP system has required, and will continue to require, the investment of significant financial and human resources and the implementation may be subject to delays and cost overruns. In addition, we may not be able to successfully complete the implementation of the new ERP system without experiencing difficulties.
The implementation and maintenance of the new ERP system have required, and will continue to require, the investment of significant financial and human resources and the implementation may be subject to delays and cost overruns. In addition, we may not be able to successfully complete the implementation of the new ERP system without experiencing difficulties.
If we are unable to access third-party platforms or technologies, or if our access is withdrawn, denied or is not available on terms acceptable to us, or if the platforms or technologies are delayed or change without notice to us, our business and operating results could be adversely affected.
If we are unable to access third-party platforms or technologies, or if our access is withdrawn, denied or is not available on terms acceptable to us, or if the platforms or technologies are delayed or changed without notice to us, our business and operating results could be adversely affected.
Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation. The conversion of outstanding convertible notes or preferred stock or exercise of outstanding warrants into shares of common stock could materially dilute our stockholders.
Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation. The conversion of outstanding convertible notes or preferred stock into shares of common stock could materially dilute our stockholders.
In addition, we may be unable to adjust spending in a timely manner to compensate for any unexpected developments. There is a risk that our strategy to operate profitably may not be as successful as we envision or occur as quickly as we expect.
In addition, we may be unable to adjust spending in a timely manner to compensate for any unexpected developments. There is a risk that our strategy to operate profitably may not be as successful as we contemplate or occur as quickly as we expect.
The Company will generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges.
The Company will generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to mean that actual results could not fall outside of the suggested ranges.
We may collect, store, process and use our customers’ personally identifiable information and other data in our transactions with them, and we may rely on third parties that are not directly under our control to do so as well.
We may collect, store, process and use our customers’ personal identifiable information and other data in our transactions with them, and we may rely on third parties that are not directly under our control to do so as well.
While we are not aware of any downgrades, material losses, or other significant deterioration in the fair value of our cash and cash equivalents since December 31, 2024 , no assurance can be given that further deterioration of the global credit and financial markets would not negatively impact our current portfolio of cash equivalents or our ability to meet our financing objectives.
While we are not aware of any downgrades, material losses, or other significant deterioration in the fair value of our cash and cash equivalents since December 31, 2025 , no assurance can be given that further deterioration of the global credit and financial markets would not negatively impact on our current portfolio of cash equivalents or our ability to meet our financing objectives.
If we are not permitted or able to integrate with these and other third-party products, technologies and applications in the future, our business, results of operations and financial condition would be harmed.
If we are not permitted or able to integrate with these and other third-party products, technologies and applications in the future, our business, results of operations and financial condition will be harmed.
We may also rely on a limited number of suppliers; during 2024, we had less than 10 major vendors that accounted for a majority of our cost of sales. For additional information regarding our suppliers, see “Item 1.
We may also rely on a limited number of suppliers; during 2025, we had less than 10 major vendors that accounted for a majority of our cost of sales. For additional information regarding our suppliers, see “Item 1.
If we fail to develop our brand, our business may suffer. We believe that developing and maintaining awareness of our brand is critical to achieving widespread acceptance of our products and technologies and is an important element in attracting and retaining customers.
If we fail to develop our brand, our business may suffer. We believe that developing and maintaining awareness of our brand is critical to achieving widespread acceptance of our products and technologies and is an essential element in attracting and retaining customers.
Furthermore, replacing executive officers and key personnel may be difficult and may take an extended period of time, as competition for experienced personnel in our industry is substantial and we could be impacted by labor shortages.
Furthermore, replacing executive officers and key personnel may be difficult and may take an extended period of time, as competition for experienced personnel in our industry is substantial and we could be affected by labor shortages.
Additionally, a significant portion of our product strategy will rely upon our ability to successfully rationalize and improve the efficiency of our operations. In particular, our product strategy relies on our ability to reduce our production costs in order to remain competitive.
Additionally, a sizable portion of our product strategy will rely upon our ability to successfully rationalize and improve the efficiency of our operations. In particular, our product strategy relies on our ability to reduce our production costs in order to remain competitive.
We are in the early stages of incorporating artificial intelligence (sometimes referred to as “AI”) capabilities into certain product offerings. These features may become important in our operations over time.
We are in the preliminary stages of incorporating artificial intelligence (sometimes referred to as “AI”) capabilities into certain product offerings. These features may become important in our operations over time.
Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze the results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze the results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive because we may rely on these reduced reporting requirements.
In addition, any transition of the cloud services currently provided by AWS to another cloud services provider would require significant time and expense and could disrupt or degrade delivery of our platform.
In addition, any transition of the cloud services currently provided by AWS to another cloud services provider would require considerable time and expense and could disrupt or degrade delivery of our platform.
We may collect, store, process and use our customers’ personally identifiable information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, information security and data protection.
We may collect, store, process and use our customers’ personal identifiable information and other data, which subjects us to governmental regulation and other legal obligations related to data privacy, information security and data protection.
While we have received a variety of safety certifications on our products, including UL, Underwriters Laboratories of Canada (cUL), Conformité Européenne (CE) and International Electrotechnical Commission for Electrical Equipment Certification Body (the IECEE CB scheme), we may need or desire to obtain additional certifications for new product configurations, which will increase the time and costs to complete our product launches and which we may be unable to obtain within a reasonable time, or at all.
While we have received a variety of safety certifications on our products, including UL, Underwriters Laboratories of Canada (cUL), Conformite Europeenne (CE) and International Electrotechnical Commission for Electrical Equipment Certification Body (the IECEE CB scheme), we may need or desire to obtain additional certifications for new product configurations, which will increase the time and costs to complete our product launches and which we may be unable to obtain within a reasonable time, or at all.
We also may identify and pursue strategic acquisition candidates that would help support these initiatives, such as the 2023 acquisition of Belami, an e-commerce platform that carries a variety of home décor items, including lighting.
We also may identify and pursue strategic acquisition candidates that would help support these initiatives, such as the 2023 acquisition of Belami, an e-commerce platform that carries a variety of home decor items, including lighting.
We may also need to hire and train a significant number of employees to engage in full-scale commercial manufacturing operations.
We may also need to hire and train a sizable number of employees to engage in full-scale commercial manufacturing operations.
Although not legally required to do so, we strive to obtain certifications for substantially all our Sky Technologies products, both in the United States, and, where appropriate, in jurisdictions outside the United States. For instance, we may seek certification of our products from UL, United Laboratories for Canada (cUL) and Conformité Européenne (CE).
Although not legally required to do so, we strive to obtain certifications for substantially all our Sky Technologies products, both in the United States, and, where appropriate, in jurisdictions outside the United States. For instance, we may seek certification of our products from UL, United Laboratories for Canada (cUL) and Conformite Europeenne (CE).
We have incurred net losses since inception. In addition, in recent years, we have shifted our business strategy to transition to developing and manufacturing smart products and technologies and further evolved our strategy by acquiring an online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings during 2023.
In addition, in recent years, we have shifted our business strategy to transition to developing and manufacturing smart products and technologies and further evolved our strategy by acquiring an online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings during 2023.
We have incurred substantial losses in the past and reported net losses from operations of $35.8 million and $39.7 million during 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of $181.8 million. We cannot assure you that we can achieve or sustain profitability in the future.
We have incurred substantial losses in the past and reported net losses from operations of $33.4 million and $35.8 million during 2025 and 2024, respectively. As of December 31, 2025, we had an accumulated deficit of $216.2 million. We cannot assure you that we can achieve or sustain profitability in the future.
You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Risks Related to Our Business We have incurred net losses since inception, and we cannot assure you that we will ever generate sustainable revenue; in addition, our business has evolved, which makes it difficult to predict our future operating results.
Risks Related to Our Business We have incurred net losses since inception, and we cannot assure you that we will ever generate sustainable revenue; in addition, our business has evolved, which makes it difficult to predict our future operating results. We have incurred net losses since inception.
Our executive officers, directors, 5% holders of our common stock and their affiliates beneficially own, in the aggregate, approximately 30.1% of our outstanding common stock, or 30.3% of our total voting power, as of March 13, 2025.
Our executive officers, directors, 5% holders of our common stock and their affiliates beneficially own, in the aggregate, approximately 23.6% of our outstanding common stock, or 23.6% of our total voting power, as of March 18, 2026.
As of December 31, 2024, our cash and cash equivalents were approximately $15.5 million, including restricted cash.
As of December 31, 2025, our cash and cash equivalents were approximately $10.1 million, including restricted cash.
As a result, the issuance of such preferred stock effectively reduced the relative voting power of the holders of our common stock. The holders of such preferred stock have approximately 5.2% of the Company’s total voting power, including both common stock and such preferred stock, as of March 13, 2025.
As a result, the issuance of such preferred stock effectively reduced the relative voting power of the holders of our common stock. The holders of such preferred stock have approximately 7.1% of the Company’s total voting power as of March 18, 2026.
Global economic conditions and the effect of economic pressures and other business factors on discretionary consumer spending and consumer preferences may have a material adverse effect on our business, results of operations and financial condition. Uncertainties in global economic conditions that are beyond our control could materially adversely affect our business, results of operations, financial condition, and stock price.
Accordingly, these monetary and trade policies, and the uncertainty around them, could materially adversely affect our business, financial condition, and results of operations. Global economic conditions and the effect of economic pressures and other business factors on discretionary consumer spending and consumer preferences may have a material adverse effect on our business, results of operations and financial condition.
With a number of our individuals working on the development of our product offerings located in Israel, our business and operations are directly affected by economic, political, geopolitical, and military conditions affecting Israel. In October 2023, Israel declared war against Hamas.
With a number of our individuals working on the development of our product offerings located in Israel, our business and operations are directly affected by economic, political, geopolitical, and military conditions affecting Israel. In March 2026, the U.S. and Israel engaged militarily with the Islamic Republic of Iran.
For additional information regarding our financing arrangements, see the “Liquidity and Capital Resources” heading in the “Management’s Discussion and Analysis” section of this Form 10-K.
During January 2026, we generated proceeds of $29.3 million from the issuance of shares of our common stock. For additional information regarding our financing arrangements, see the “Liquidity and Capital Resources” heading in the “Management’s Discussion and Analysis” section of this Form 10-K.
These conflicts, as well as actions that could be taken in the future by NATO, the United States, the United Kingdom, the European Union or Israel’s neighboring states and other countries, have created global security concerns that may result in a greater or lasting regional conflict. To date, our operations have not been adversely affected by this situation.
This engagement’s economic implications on the Company’s business and operations and on Israel’s economy in general is difficult to predict. This conflict, as well as actions that could be taken in the future, have created security concerns that may result in a greater or lasting regional conflict. To date, our operations have not been adversely affected by this situation.
If the entire principal amount of all the outstanding convertible notes is converted into shares of common stock, we would be required to issue an aggregate of no less than approximately 6,063,890 shares of common stock.
The effective conversion price of the notes or preferred stock or exercise price of the warrants may be less than the market price of our common stock at the time of conversion or exercise If the entire principal amount of all the outstanding convertible notes and preferred shares is converted into shares of common stock, we would be required to issue an aggregate 25,679,364 shares of common stock.
However, the individuals working on developing and improving our product offerings are not only within the range of rockets from the Gaza Strip, but also within the range of rockets that can be fired from Lebanon, Syria, Iran or elsewhere in the Middle East.
However, the individuals working on developing and improving our product offerings are not only within the range of rockets from the Gaza Strip, but also within the range of rockets that can be fired from neighboring countries If hostilities otherwise disrupt our Israeli operations, our ability to improve timely our product offerings could be materially and adversely affected...
As we develop our revenue base, we have raised additional funds through the sale of our common stock, preferred stock and warrants and issuance of debt, including receiving aggregate net proceeds from at the market offerings (sometimes referred as “ATM”) of our common stock of $4.3 million, and total gross proceeds of $11.0 million from the sale of two series of newly authorized preferred stock during 2024.
As of December 31, 2025, we had approximately $10.1 million in cash and cash equivalents, including restricted cash. As we develop our revenue base, we have raised additional funds through the sale of our common stock through either private placements or at the market offerings (sometimes referred as “ATM”), preferred stock and warrants and issuance of debt.
If all of the Series A Preferred Stock and Series A-1 Preferred Stock outstanding are converted into shares of common stock, we would be required to issue an aggregate of 2,500,000 and 3,250,000 shares of common stock, respectively. If we issue any or all of these shares, the ownership of our stockholders will be diluted.
If we issue any or all of these shares, the ownership of our stockholders will be diluted.
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We cannot ascertain that there is no substantial doubt about our ability to continue as a going concern. We will not be able to achieve our objectives and will not be able to continue our operations if we cannot adequately fund our operations.
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You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
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There is substantial doubt that the Company can continue as an ongoing business for the next 12 months. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.
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References to past events are provided by way of examples only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
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In addition, the inclusion of an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern and our lack of sufficient liquidity resources may materially adversely affect our share price and our ability to raise new capital or to enter into critical contractual relations with third parties.
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We may be adversely impacted by monetary and trade policies. Monetary and trade policies impact in varying degrees our industry market participants (from manufacturer to user). The reaction(s) by market participants to such policies or changes in policies may impact our operations.
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There is no assurance that we will be able to adequately fund our operations in the future.
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While all market participants react to such policies, very few economists have been able to accurately forecast the short-term impact of the trade policies in particular. Relatively high interest rates and rapidly changing trade policies and postures create different reactions from the market participants.
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While we have accepted preorders for certain products, preorders are not commitments to purchase our products and are subject to cancellation by customers. All preorders have been fulfilled.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company has established and maintains other incident response and recovery plans that address the Company’s response to a cybersecurity incident. As part of its cybersecurity program, the Company deploys measures to deter, prevent, detect, respond to and mitigate cybersecurity threats, including firewalls, anti-malware, intrusion prevention and detection systems, identity and access controls, software patching protocols, and physical security measures.
Biggest changeAs part of its cybersecurity program, the Company deploys measures to deter, prevent, detect, and respond to and mitigate cybersecurity threats, including firewalls, anti-malware, intrusion prevention and detection systems, identity and access controls, software patching protocols, and physical security measures.
The Company has established controls and procedures, including an Incident Response Plan, that provide for the identification, analysis, notification, escalation, communication, and remediation of data security incidents at appropriate levels so that so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
The Company has established controls and procedures, including an Incident Response Plan, which provide for the identification, analysis, notification, escalation, communication, and remediation of data security incidents at appropriate levels so that so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.
The CTO provides periodic reports to our audit committee as well as our Co-Chief Executive Officers and Chief Financial Officer and other members of our senior management as appropriate. We have also established cross-functional teams to collaborate and communicate on cybersecurity-related issues.
The CTO provides periodic reports to our audit committee as well as our Chief Executive Officer and Chief Financial Officer and other members of our senior management as well as as appropriate. We have also established cross-functional teams to collaborate and communicate on cybersecurity-related issues.
Considering the pervasive and increasing threat from cyberattacks, the board and the audit committee, with input from management, assess the Company’s cybersecurity threats and the measures implemented by the Company to mitigate and prevent cyberattacks.
Considering the pervasive and increasing threat from cyber attacks, the board and the audit committee, with input from management, assess the Company’s cybersecurity threats and the measures implemented by the Company to mitigate and prevent cyberattacks.
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The Company has established and maintains other incident response and recovery plans that address the Company’s response to a cybersecurity incident.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We lease office space in Sacramento, California, Johns Creek, Georgia, Miami, Florida, Pompano Beach, Florida, New York, New York, and Guangdong Province, China. We anticipate moving our principal executive offices from Pompano Beach, Florida to Miami, Florida during 2025.
Biggest changeITEM 2. PROPERTIES We lease office space in Sacramento, California, Johns Creek, Georgia, Miami, Florida, Pompano Beach, Florida, New York, New York, and Guangdong Province, China. We anticipate moving our principal executive offices from Pompano Beach, Florida to Miami, Florida during 2026.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Item 6. [Reserved] 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Item 6. [Reserved] 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities The following is a summary of issuances of unregistered securities during the fourth quarter of 2024, to the extent not previously disclosed in a Current Report on Form 8-K filed by the Company: 100,000 shares of restricted shares of common stock and 100,000 options exercisable into common stock at $1.40 per share vesting quarterly over a year were granted pursuant to agreements regarding services provided to the Company.
Biggest changeRecent Sales of Unregistered Securities The Company did not make any issuances of unregistered securities during the fourth quarter of 2025 which have not been previously disclosed in a Current Report on Form 8-K filed by the Company Issuer Purchases of Equity Securities There were no repurchases of the Company’s common stock during the quarter ended December 31, 2025.
We anticipate that we will retain all available funds and future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends, other than those due to holders of our Series A Preferred Stock and Series A-1 Preferred Stock, in the foreseeable future.
We anticipate that we will retain all available funds and future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends, other than those due to holders of our Series A Preferred Stock, Series A-1 and A-2 Preferred Stock, in the foreseeable future.
Holders of Series A Preferred Stock and Series A-1 Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis.
Holders of Series A Preferred Stock and Series A-1 and A-2 Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Company’s common stock on an as-converted basis.
Payment of future cash dividends, if any, on our common stock will be at the discretion of the board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing senior equity and debt instruments and other factors the board of directors deems relevant.
Payment of future cash dividends, if any, on our common stock will be at the discretion of the board of directors after considering numerous factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of then-existing senior equity and debt instruments and other factors the board of directors deems relevant.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on Nasdaq under the symbol “SKYX”. Holders As of March 13, 2025, there were approximately 247 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock trades on Nasdaq under the symbol “SKYX”. Holders As of March 18, 2026, there were approximately 254 holders of record of our common stock.
The terms of the Series A Preferred Stock and Series A-1 Preferred Stock provide for cumulative cash dividends at an annual rate of 8% of the original issue price of $25.00 per share of preferred stock, payable quarterly in arrears.
The terms of the Series A Preferred Stock, Series A-1 and Series A-2 Preferred Stock provide for cumulative dividends at an annual rate of 8% of the original investment of preferred stock, payable quarterly in arrears.
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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 (the “Securities Act”), including Regulation D and Rule 506 promulgated thereunder, as transactions by the Company not involving a public offering.
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The dividends of Series A and A-1 is payable in cash while the dividends of Series A-2 are payable in cash and shares of our common stock.
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Issuer Purchases of Equity Securities During the quarter ended December 31, 2024, the Company withheld 17,486 shares of common stock, at a price per share of $1.15, to satisfy tax withholding obligations due upon the vesting of a restricted stock grant.
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We did not pay cash to repurchase these shares, nor was this repurchase part of a publicly announced plan or program.
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Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 656 $ 1.26 - - November 1, 2024 - November 30, 2024 390 1.09 - - December 1, 2024 - December 31, 2024 16,440 1.15 - - Total 17,486 $ 1.15 - - (1) Includes shares repurchased to satisfy tax withholding obligations due upon the vesting of restricted stock held by certain employees.
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We did not pay cash to repurchase these shares, nor were these repurchases part of a publicly announced plan or program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeSeries A-1 Preferred Stock: Cumulative dividend of 8% annually, 12% if paid after dividend date; Original issue price of $25 per share; Conversion option at the holder’s option at $2 per share, with a subsequent reset provision of $1.20 per share; Redemption at the price of $25 per share at the Company’s option after three years or upon change of control (substantially outside the control of the holder) Voting rights on as converted basis. 45 Please see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during 2024 and 2023 2024 2023 Cash flows from operating activities: Net loss $ (35,768,144 ) $ (39,732,656 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization, and impairment 5,185,706 2,885,856 Amortization of debt discount 1,211,974 1,365,789 Gain on forgiveness of debt (400,000 ) (1,201,857 ) Share-based payments 13,474,433 17,977,252 Change in operating assets and liabilities: Working capital changes (1,964,340 ) 4,235,229 Net cash used in operating activities (18,260,370 ) (12,998,073 ) Cash flows from investing activities: Proceeds from disposition of debt securities, net 7,436,103 Acquisition, net of cash acquired (750,000 ) (4,206,200 ) Purchase of property and equipment (981,428 ) 10,194 Net cash provided by (used in) investing activities (1,731,428 ) 3,240,097 Cash flows from financing activities: Proceeds from issuance of stock- offerings, net 15,337,796 9,289,957 Proceeds from issuance of debt instruments, net (2,775,756 ) 13,436,775 Net cash provided by financing activities 13,062,040 22,726,632 Change in cash and cash equivalents, and restricted cash (6,929,758 ) 12,968,656 Cash, cash equivalents and restricted cash at beginning of year 22,430,253 9,461,597 Cash, cash equivalents and restricted cash at end of year $ 15,500,495 $ 22,430,253 The changes in working capital, net are primarily attributable to timing differences in accounts receivable, trade accounts payable and deferred revenues.
Biggest changePlease see below a summary of the primary components of our cash used in or provided by operating investing and financing activities during 2025 and 2024. 2025 2024 Operations: Net loss $ (33,415,604 ) $ (35,768,144 ) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 4,320,338 5,185,706 Amortization of debt discount 1,113,996 1,211,974 Non-cash equity-based compensation expense 13,560,580 13,474,433 Non-cash equity-based interest payments 615,291 - Gain on forgiveness of debt - (400,000 ) Change in operating assets and liabilities Working capital changes 514,352 (1,964,339 ) Net cash used in operating activities (13,291,059 ) (18,260,370 ) Investing: Purchase of property and equipment (1,932,873 ) (981,428 ) Acquisition, net of cash acquired - (750,000 ) Net cash used in investing activities (1,932,873 ) (1,731,428 ) Financing: Proceeds from issuance of stock 11,018,535 15,337,796 Dividends paid (1,020,616 ) - Proceeds from line of credit - 500,000 Proceeds from issuance of convertible notes 5,250,000 - Principal repayments of notes payable (5,421,861 ) (2,775,756 ) Net cash provided by financing activities 9,826,058 13,062,040 Change in cash and cash equivalents, and restricted cash (5,397,874 ) (6,929,758 ) Cash, cash equivalents and restricted cash at beginning of the year 15,500,495 22,430,253 Cash, cash equivalents and restricted cash at end of year $ 10,102,621 $ 15,500,495 The changes in working capital, net are primarily attributable to timing differences in accounts receivable, trade accounts payable and deferred revenues. 44 Non-GAAP Financial Measures Management considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods.
These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 47 Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 - “Compensation-Stock Compensation ”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 45 Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 - “Compensation-Stock Compensation ”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).
Critical Accounting Policies Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2024, contained in this Annual Report on Form 10-K for the year ended December 31, 2024. The following is a summary of those accounting policies that involve significant estimates and judgment of management.
Critical Accounting Policies Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements for the year ended December 31, 2025, contained in this Annual Report on Form 10-K for the year ended December 31, 2025. The following is a summary of those accounting policies that involve significant estimates and judgment of management.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the input used in measuring fair value.
In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the Sellers on the first anniversary of the Closing. Each Seller received a Seller Note in the amount of $1,039,303 on the same date.
In connection with the letter agreement, the Company issued convertible promissory notes to each of the Sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,909 in cash due to the Sellers on the first anniversary of the Closing. Each Seller received a Seller Note in the amount of $1,039,303 on the same date.
Our first and second-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged in to a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires.
Our first and second-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires.
As of December 31, 2024 and 2023, we believe the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities.
As of December 31, 2025 and 2024, we believe the amounts reported for cash, prepaid expenses, accounts payable and accrued expenses and other current liabilities, accrued interest, notes payable and convertible note payable approximate fair value because of their short maturities.
We are continuing to refine our products and began manufacturing certain advanced and smart products in 2023 and expect additional products, including the third-generation smart-advanced platform to be available in 2025. We expect to manufacture the additional product offerings within the next six months.
We are continuing to refine our products and began manufacturing certain advanced and smart products in 2023 and expect additional products, including the third-generation smart-advanced platform to be available in 2026. We expect to manufacture the additional product offerings within the next six months.
The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years, we have expanded the capabilities of our power-plug product to include advanced-safe and quick universal installation methods, as well as advanced-smart capabilities.
The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hardwired electrical products. In recent years, we have expanded the capabilities of our power-plug product to include advanced-safe and quick universal installation methods, as well as advanced-smart capabilities.
Recent Accounting Pronouncements Although there are new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our financial position or results of operations.
Recent Accounting Pronouncements Although there is new accounting pronouncements issued or proposed by the Financial Accounting Standards Board, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements have had or will have a material impact on our financial position or results of operations.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. We owe approximately $15.6 million under fixed rate obligations as of December 31, 2024.
If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. We owe approximately $18.8 million under fixed rate obligations as of December 31, 2025.
Inflationary factors, such as increases in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products.
Those policies, such as tariffs, increases in interest rates, supply and overhead costs and transportation costs, may adversely affect our operating results, and we may not be able to offset increased costs with increased sales price per unit, particularly as we work toward commercial manufacturing of our products.
This negative working capital is partly inherent to the relatively quick turnaround of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable. Our accounts receivable, inventory, net of trades payable, amounted to $(6.1) million and $(6.8) million as of December 31, 2024, and 2023, respectively.
This negative working capital is partly inherent to the relatively quick turnaround of finished goods inventory, quicker collection of accounts receivables, and longer payment cycle of trades payable. Our net working capital deficit, which consists of accounts receivable, inventory, net of trades payable, amounted to $8.4 million and $6.8 million as of December 31, 2025, and 2024, respectively.
We believe that revenues will be higher in 2025 than in 2024, primarily resulting from revenues the sale of our advanced products.
We believe that our revenues will be higher in 2026 than in 2025 primarily resulting from revenues from the sale of our advanced and smart products.
We hold over 96 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories of Canada (cUL) and Conformité Européenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.
We hold over 100 U.S. and global patents and patent applications and have received a variety of final electrical code approvals, including UL, United Laboratories of Canada (cUL) and Conformite Europeenne (CE), and 2017 and 2020 inclusion in the NEC Code Book.
The designations of each class of Series A and A-1 Preferred stock are as follows: Series A Preferred Stock: Cumulative dividend of 8% annually, 12% if paid after dividend date; Original issue price of $25 per share; Conversion option at the holder’s option at $2 per share, with a subsequent reset provision of $1.20 per share; Redemption at the price of $25 per share at the Company’s option after 5 years or upon change of control (substantially within the control of the holder) Voting rights on as converted basis.
The designations of each class of Series A, A-1 and A-2 Preferred stock are relatively similar and are as follows: Cumulative dividend of 8% annually, 12% if paid after dividend date; Original issue price of $25 per share; Conversion option at the holder’s option at $1.20 per share for Series A and A-1, $2 per share for Series A-2; Redemption at the price of $25 per share at the Company’s option after 5 years within the holder’s control for Series A and 3 years outside the holder’s control for Series A-1 and A-2, or upon change of control; Voting rights on as converted basis.
In addition, we owe GE certain minimum royalty payments under a license agreement and other accrued expenses which amounted to $1.7 million as of December 31, 2024. On March 29, 2024, we entered into a letter agreement with Belami sellers, modifying certain obligations under the Stock Purchase Agreement.
In addition, we owe GE royalty payments which amounted to $1.3 million as of December 31, 2025. On March 29, 2024, and as amended in June 2025, we entered into a letter agreement with Belami sellers, modifying certain obligations under the Stock Purchase Agreement.
Between October, 2024 and March 2025, we sold an aggregate of 480,000 shares of two series of preferred stock, resulting in total gross proceeds of $12.0 million, pursuant to (i) a Securities Purchase Agreement entered into with an accredited investor, pursuant to which such investor purchased an aggregate of 200,000 shares of Series A Preferred Stock, at a purchase price of $25.00 per share, and (ii) a Securities Purchase Agreement entered into with certain accredited investors, pursuant to which such investors purchased an aggregate of 280,000 shares of Series A-1 Preferred Stock, at a purchase price of $25.00 per share.
During the year 2025, we sold an aggregate of 214,000 shares of two series of preferred stock, resulting in total gross proceeds of $5.1 million, pursuant to (i) a Securities Purchase Agreement entered into with an accredited investor, pursuant to which such investor purchased an aggregate of 154,000 shares of Series A-1 Preferred Stock, at a purchase price of $25.00 per share, and (ii) a Securities Purchase Agreement entered into with certain accredited investors, pursuant to which such investors purchased an aggregate of 60,000 shares of Series A-2 Preferred Stock, at a purchase price of $25.00 per share.
We may continue to enter arrangements to acquire or invest in complementary businesses, products, and technologies. We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.
We may continue to enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may, because of those arrangements, or the general expansion of our business, be required to seek additional equity or debt financing.
In addition, we may be negatively impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical conflicts, instability in the global banking system, employee availability and wage increases. The conflicts in the Middle East may adversely impact our operations in the near future. We have a number of developers working in Israel.
In addition, we may be negatively impacted because of supply chain constraints, consequences associated with government regulations, ongoing and potential geopolitical conflicts, instability in the global banking system, employee availability and wage increases.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience some effect in the near future (especially if inflation rates continue to rise).
Although we do not believe that monetary and trade policies have had a material impact on our financial position or results of operations to date, we may experience some effect in the near future as we continue to navigate changes in such policies.
These offerings included shares sold pursuant to our ATM offering program which provides us with additional access to capital, as needed, subject to market conditions. During 2024, we t issued 3,535,067 shares of common stock under such program.
We also generated gross proceeds of $29.3 million pursuant to the issuance of shares of our common stock during January 2026. These offerings included shares sold pursuant to our ATM offering program which provides us with additional access to capital, as needed, subject to market conditions.
General and Administrative Expenses Year ended December 31, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % General and administrative expenses 31,353,008 37,055,986 (5,702,978 ) -15 % General and administrative expenses consist primarily of an allocation of product development, finance, legal, human resources, including salaries, wages, and benefits, and depreciation and amortization, including share-based payments.
General and Administrative Expenses For the year ended December 31, Increase/ Increase/ (Decrease) 2025 2024 (Decrease) % General and administrative expenses 31,677,804 31,353,009 324,795 1.0 % General and administrative expenses consist primarily of an allocation of product development, finance, legal, human resources, including salaries, wages, and benefits, and depreciation and amortization, including share-based payments.
Even if the total addressable market for our products is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the existing market to capture additional market share. 40 Inflation and related risk of recession increased during 2022 and continue to impact operations.
Even if the total addressable market for our products is as large as we have estimated and even if we are able to gain market awareness and acceptance, we may not be able to penetrate the existing market to capture additional market share. 40 Monetary and trade policies impact in varying degrees our industry market participants (from manufacturer to user).
For the year ended December 31, 2024 2023 Net loss $ (35,768,144 ) $ (39,732,656 ) Share-based payments 13,474,433 17,977,252 Interest expense 4,055,905 3,109,307 Impairment 1,118,750 - Depreciation, amortization 4,066,957 2,885,856 Transaction costs - 516,601 EBITDA, as adjusted $ (13,052,099 ) $ (15,243,640 ) Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements.
For the year ended December 31, 2025 2024 Net loss $ (33,415,604 ) $ (35,768,144 ) Share-based payments 13,560,580 13,474,433 Interest expense 4,303,214 4,055,905 Impairment - 1,118,750 Depreciation, amortization 4,320,338 4,066,957 EBITDA, as adjusted $ (11,375,344 ) $ (13,052,099 ) Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements.
As common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as the “Dell Working Capital Model,” we leverage our trades payable to finance our operations to lower our cost of capital, and accordingly, we may have negative working capital.
In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on January, 2026, and can be converted by the Sellers at any time at $3.00 per share of our share of our common stock. 43 As common with companies having a similar cash conversion cycle as ours, when sales are converted into cash rapidly, often referred to as the “Dell Working Capital Model,” we leverage our trades payable to finance our operations to lower our cost of capital, and accordingly, we have negative working capital.
Selling and Marketing Expenses Year ended December 31, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % Selling and marketing expenses 25,353,172 18,805,069 6,548,103 35 % Selling and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs.
Selling and Marketing Expenses For the year ended December 31, Increase/ Increase/ (Decrease) 2025 2024 (Decrease) % Selling and marketing expenses $ 25,701,665 $ 25,353,172 $ 348,493 1.4 % Selling and marketing expenses consist primarily of sales and marketing compensation as well as sales and marketing programs. The selling and marketing expenses are relatively unchanged.
We have raised funds through the sale of our common stock and preferred stocks for gross proceeds of $15.4 million pursuant to placements and offerings during 2024. We also generated gross proceeds of $1.0 pursuant to the issuance of 40,000 shares of our Series A-1 Preferred Stock in March 2025.
Historically, we have raised funds through the issuances of common stock, preferred stock, securities convertible into common stock and notes payable. We have raised funds through the sale of our common stock and preferred stocks for gross proceeds of $10.9 million pursuant to placements and offerings during 2025.
From inception through December 31, 2024, we issued 7,894,899 shares of common stock under such a program for net proceeds of $13,795,059, net of brokerage fees and legal fees of $619,415. As of March 13, 2025, the remaining amount to be used under the ATM offering program is $5.4 million.
During the fourth quarter of 2025, we issued 368,110 shares of common stock under such program. From inception through December 31, 2025, we issued 12,138,022 shares of common stock under such a program for net proceeds of $19,219,347, net of brokerage fees and legal fees of $779,508.
Results of Operations Years Ended December 31, 2024 and 2023 For the year ended December 31, Increase/ Increase/ 2024 2023 (Decrease) $ (Decrease) % Revenue $ 86,276,876 $ 58,785,762 27,491,114 47 % Operating expenses Cost of revenues 61,682,934 40,749,913 20,933,021 51 % Selling and marketing expenses 25,353,172 18,805,069 6,548,103 35 % General and administrative expenses 31,353,009 37,055,986 (5,702,978 ) (15 %) Total expenses 118,389,115 96,610,968 21,778,147 23 % Other income / (expense) Interest expense, net (4,055,905 ) (3,109,307 ) 946,598 ) 30 % Gain on extinguishment of debt 400,000 1,201,857 (801,857 ) (67 %) Total other income (expense), net (3,655,905 ) (1,907,450 ) 1,748,455 145 % Net loss (35,768,144 ) (39,732,656 ) (3,964,512 ) (10 %) Revenue Year ended December 31, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % Revenue 86,276,876 58,785,762 27,491,114 47 % The increase in revenues is primarily due to revenues from products marketed by Belami which was acquired on April 28, 2023.
Results of Operations Years Ended December 31, 2025 and 2024 For the year ended December 31, Increase/ Increase/ (Decrease) 2025 2024 (Decrease) % Revenue $ 92,009,949 $ 86,276,876 $ 5,733,073 6.6 % Cost of revenues 64,173,870 61,682,934 2,490,936 4.0 % Selling and marketing expenses 25,701,665 25,353,172 348,493 1.4 % General and administrative expenses 31,246,804 31,353,009 (106,205 ) (0.3 )% Total expenses $ 121,122,339 $ 118,389,115 $ 3,164,224 23 % Operating loss $ (29,112,390 ) $ (32,112,239 ) $ 2,999,849 (9.3 )% Other expense Interest expense, net 4,303,214 4,055,905 247,309 6.1 % Gain on extinguishment of debt - (400,000 ) 400,000 (100.0 )% Total other expense, net $ 4,303,214 $ 3,655,905 $ 647,309 17.7 % Net loss $ (33,415,604 ) $ (35,768,144 ) $ 2,352,540 (6.6 )% Revenue For the year ended December 31, Increase/ Increase/ (Decrease) 2025 2024 (Decrease) % Revenue $ 92,009,949 $ 86,276,876 $ 5,733,073 6.6 % The increase in revenues is primarily due to an increased number of units of lighting and heating products sold.
Removed
If such individuals are called for service or this war escalates regionally, it may create work interruptions leading to longer periods between releases of offering improvements and increased costs. During April 2023, we completed the previously announced acquisition of all the issued and outstanding shares of Belami, a strategic e-commerce lighting and home décor conglomerate.
Added
The reaction(s) by the market participants to such policies or changes in policies may have an impact on our operations.
Removed
The Company paid cash and issued an aggregate of 3,776,706 shares of our common stock as consideration for the acquisition. The Company expects that Belami will serve as a marketing and growth platform and should provide several distribution channels for our products, including to retail customers, builders, and professionals.
Added
Recent Developments During 2025 and January 2026, we generated proceeds of $5.6 million pursuant to our ATM, $29.3 million pursuant to issuance of shares of our common stock, $5.4 million pursuant to issuance of our preferred stock, and $5.3 million pursuant to the issuance of convertible notes.
Removed
In connection with the acquisition, the Company engaged in private placements of its securities during the first quarter of 2023, pursuant to which the Company issued and sold (i) subordinated secured convertible promissory notes in the aggregate principal amount of $10.35 million and (ii) warrants to purchase an aggregate of up to 1,391,667 shares of the Company’s common stock.
Added
We have expanded our product lines to include an all-in-one plug and play combined heater, fan, and lighting product which will eventually accommodate the integration of our smart and advanced products.
Removed
The proceeds were used to fund the cash component of the Belami acquisition and to pay certain transaction expenses in connection with the acquisition and the private placements. Recent Developments In March 2024, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the stock purchase agreement for the acquisition of Belami.
Added
Cost of Revenues For the year ended December 31, Increase/ Increase/ (Decrease) 2025 2024 (Decrease) % Cost of revenues 64,173,870 61,682,934 2,490,936 4.0 % 41 The increase in cost of revenue is proportionate to the increase in revenues. We believe that the cost of revenues will increase in 2026 compared to 2025, commensurate with an anticipated increase in revenues.
Removed
In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $3,117,408 in cash due to the sellers on the first anniversary of the closing of the Belami acquisition. Each seller received a Seller Note in an amount of $1,039,303 on the same date.
Added
We believe that our selling and marketing expenses in 2026 will remain relatively unchanged compared to 2025.
Removed
In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on May 16, 2025, and can be converted by the sellers into shares of our common stock at any time at $3.00 per share of our common stock.
Added
The increase in general and administrative expenses is primarily due to increased share-based payments of approximately $1.6 million during the second quarter of 2025. We believe that our general and administrative expenses in 2026 will remain relatively unchanged compared to 2025.
Removed
The Seller Notes include customary events of default accelerating maturity, including a breach of the Company’s covenants, representations, and warranties under the Belami stock purchase agreement and a change of control of Belami.
Added
Other Expense (Income) For the year ended December 31, Increase/ Increase/ (Decrease) 2025 2024 (Decrease) % Other expense Interest expense, net 4,303,214 4,055,905 247,309 6.1 )% Gain on extinguishment of debt - (400,000 ) 400,000 (100.0 )% The interest expense is relatively unchanged.
Removed
The letter agreement further provided that the Company would perform all other obligations arising on the first anniversary of the closing, including issuance of shares of common stock due to sellers, and that on such date the non-fundamental representations and warranties will expire, and the Company would release $750,000 held in escrow.
Added
We recognized a non-recurring gain on extinguishment of debt related to our royalty obligations during 2024, none of which occurred during 2025. 42 Liquidity and Capital Resources We had $10.1 million and $15.5 million in cash and cash equivalents, and restricted cash, as of December 31, 2025 and 2024, respectively.
Removed
In April 2024, the Company issued an aggregate of 1,853,421 shares of common stock to the sellers and released the escrow amount.
Added
As of March 2, 2026, there are no significant remaining amount to be used under the ATM offering program.
Removed
On April 11, 2024, the Company entered into an amendment to the letter agreement previously entered into with GE-TL in December 2023, which extended the deadline for the Company to issue the convertible note to GE-TL to May 1, 2024, and also issued a three-year, $1.0 million convertible note to GE-TL, thereby reducing obligations due in 2027 by $400,000.
Added
If we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all.
Removed
The note does not bear interest, and the principal amount of the note is convertible into shares of the Company’s common stock at any time at the option of the holder at $1.07 per share.
Removed
During the second quarter of 2023, we began our at the market offering (“ATM”) pursuant to which we may sell up to $20 million of shares of our common stock.
Removed
During October 2024, the Company completed its authorization of the issuance of 440,000 shares each of newly authorized Series A Preferred Stock and Series A-1 Preferred Stock which generated proceeds of $11.0 million. The Company sold an additional 40,000 shares of Series A-1 Preferred Stock for proceeds of $1.0 million during March 2025.
Removed
The designations of each class of preferred stock are as follows: ● Series A Preferred Stock: ○ Cumulative dividend of 8% annually, 12% if paid after dividend date; ○ Original issue price of $25 per share; ○ Conversion option at the holder’s option at $2 per share, with subsequent equity offering reset provision of no less than $1.20 per share; 41 ○ Redemption at the price of $25 per share at the Company’s option after 5 years or upon change of control (substantially within the control of the holder); and ○ Voting rights on as converted basis. ● Series A-1 Preferred Stock: ○ Cumulative dividend of 8% annually, 12% if paid after dividend date; ○ Original issue price of $25 per share; ○ Conversion option at the holder’s option at $2 per share, with subsequent equity offering reset provision of no less than $1.20 per share; ○ Redemption at the price of $25 per share at the Company’s option after three years or upon change of control (substantially outside the control of the holder); and ○ Voting rights on as converted basis.
Removed
Cost of Revenues Year ended December 31, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % Cost of revenues 61,682,934 40,749,913 20,933,021 51 % 42 The cost of revenues consists primarily of costs associated with selling the products marketed by Belami.
Removed
The increase is primarily due to costs associated with revenues from products marketed by Belami which was acquired on April 28, 2023, commensurate with the increase in revenues. We believe that the cost of revenues will increase in 2025 compared to 2024, in similar proportions to the anticipated increase in revenues.
Removed
The increase in selling and marketing expenses is primarily due to such expenses increasing following the acquisition of Belami on April 28, 2023 We believe that our selling and marketing expenses will be higher during 2025 when compared to 2024 as we continue to invest to support our anticipated growth.
Removed
The decrease in general, and administrative expenses during 2024 when compared to 2023, primarily due to the following: ○ Decreased share-based payments of $4.5 million resulting from smaller issuance of restricted stock units and options.
Removed
Our share-based payments were higher in 2023 primarily as a result of the acquisition of Belami, Inc.. ○ We incurred non-recurring expenditures of $2.7 million related our inventory and royalties payable during 2023. ○ This decrease was offset by increased amortization of intangibles which were amortized over nine months during 2024 and five months during 2023, following the acquisition of Belami in April 2023.
Removed
The increase in depreciation and amortization expenses of $1.0 million primarily related to increased intangibles acquired during the second quarter of 2023. Additionally, we recognized an impairment expense of $1.1 million during 2024.
Removed
We believe that our operating expenses will be higher during 2025 when compared to 2024 as we continue to invest to support our anticipated growth which now includes such expenses related to Belami’s operations following its acquisition.
Removed
Other Income (Expense) Year ended December 31, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % Interest expense, net 4,055,905 3,109,307 946,598 30 % 43 The increase in interest expense resulted primarily from interest charges related to increased interest-bearing weighted average debt in the current periods when compared to the prior year periods.
Removed
Year ended December 31, Increase/ Increase/ 2024($) 2023($) Decrease $ Decrease % Gain on extinguishment of debt 400,000 1,201,857 (801,857 ) -67 % The decrease in gain on extinguishment of debt is due to non-recurring gain on extinguishment of debt which occurred during the respective periods.
Removed
Liquidity and Capital Resources As of December 31, 2024 and 2023, we had $15.5 million and $22.4 million in cash and cash equivalents, restricted cash, respectively. Historically, we have raised funds through the issuances of common stock, securities convertible into common stock and notes payable.
Removed
In addition to other customary terms, the Seller Notes bear annual interest at 10%, with interest and principal coming due on May 16, 2025, and can be converted by the Sellers at any time at $3.00 per share of our common stock. 44 On September 23, 2024, the Company, through its wholly owned subsidiary, Belami, entered into a $3.5 million secured revolving line of credit (the “line of credit”) with a commercial bank, increasing, and renewing its previous revolving line of credit with such bank.
Removed
The line of credit bears interest at a variable rate per annum equal to The Wall Street Journal Prime Rate, subject to a floor of 7.5% and ceiling of the maximum rate allowed under applicable law, payable monthly, and matures September 5, 2025.
Removed
The line of credit is subject to customary default and acceleration provisions and to certain financial covenants, including working capital in excess of $1.75 million and a debt service coverage ratio in excess of 1.25 to 1.00 (calculated as described in the business loan agreement governing the line of credit).
Removed
In addition, the Company agreed to guarantee Belami’s obligations under the line of credit, pursuant to a commercial guaranty agreement.
Removed
Going Concern The Company’s liquidity sources include $ 15.5 million in cash and cash equivalents, including restricted cash of $2.9 million held for long-term purposes, and $ 5.7 million of working capital deficit as of December 31, 2024.
Removed
The Company has a history of recurring operating losses, and its net cash used in operating activities amounted to $18.3 million and $13.0 million during the year ended December 31, 2024, and 2023, respectively. The Company has also generated net cash provided by financing activities of $13.1 million and $22.7 million during 2024, and 2023, respectively.
Removed
Accordingly, the Company’s management cannot ascertain that there is no substantial doubt that it will be able to meet its obligations as they become due within one year after the date that its financial statements are issued.
Removed
Management intends to mitigate such conditions by continuing to support its continued growth by decreasing its cash used in operating activities through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary, generating cash provided by financing activities through it’s at the market offering or other equity or debt financing means. 46 Non-GAAP Financial Measures Management considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating our business on a consistent basis across various periods.

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