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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 24, 2025
SKYX PLATFORMS CORP.
(Exact
name of Registrant as Specified in its Charter)
Florida |
|
001-41276 |
|
46-3645414 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2855
W. McNab Road
Pompano
Beach, Florida 33069
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (855) 759-7584
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, no par value per share |
|
SKYX |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition
On
March 24, 2025, SKYX Platforms Corp. (d/b/a Sky Technologies) (the “Company”) issued a press release announcing its financial
results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Pursuant
to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this
Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing regardless of any general incorporation language.
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
SKYX
PLATFORMS CORP. |
|
|
|
Date: |
March 24, 2025 |
By: |
/s/
Leonard J. Sokolow |
|
Name: |
Leonard
J. Sokolow |
|
Title: |
Co-Chief
Executive Officer |
Exhibit
99.1
Exhibit
99.1 Earnings Press Release, dated March 24, 2025

SKYX
Reports 48% Revenue Growth in 2024 — From $58.8 Million in 2023 to $86.3 Million in 2024
Sales
of SKYX’s Advanced and Smart Home Related Products Surge Over 1,000%; SKYX Expects its products to be in 20,000 Units/Homes by
Q1 2025 and an Additional Tens of Thousands of Units/Homes in 2025
Company
Expects Significant Projects and Orders and to Become Cash Flow Positive in Second Half of 2025
SKYX
Achieves Revenue Growth in Four Consecutive Quarters for 2024
Q1:
$19M | Q2: $21M | Q3: $22.2M | Q4: $23.7M Record Sales
SKYX’s
Safety Code Standardization Team Anticipates Support from Additional Safety Organizations and Leading Members for a Safety Mandatory
Standardization of its Ceiling Technology
MIAMI,
March 24, 2025 (GLOBE NEWSWIRE) — SKYX Platforms Corp. (NASDAQ: SKYX) (d/b/a SKYX Technologies) (the “Company” or “SKYX”),
an award winning highly disruptive advanced and smart home platform technology company with over 97 U.S. and Global pending and issued
patents and a portfolio of over 60 lighting and home décor websites, with a mission to make homes and buildings become advanced-safe-smart
instantly as the new standard, today reported its financial and operational results for the Fourth Quarter and Fiscal Year ended December
31, 2024.
| ● | SKYX
will hold a conference call today, March 24, 2025, at 4:30 pm, Eastern Time, to discuss the
results. See below for dial-in information. |
Fourth
Quarter 2024 and Subsequent Highlights
| ● | SKYX
Reports 48% Growth in 2024 Revenues From $58.8 million in 2023 to $86.3 million in 2024 |
| ● | Generated
a record $23.7 million in revenue in Q-4 2024 compared to $22.2M in Q-4 2023. |
| ● | Reported
$15.5 million in cash, cash equivalents, and restricted cash, as of December 31, 2024, compared
to $13.0 million as of September 30, 2024. |
| ● | In
March 2025, the Company secured additional $1.45 million funding including from a strategic investor
through its $2.00 Series A-1 Preferred Offering. |
| ● | As
common with companies such as ours when sales are converted into cash rapidly, often referred
to as the “Dell Working Capital Model”, the Company continues to leverage its
trades payable to finance its operations, to enhance its cash position and to lower its cost
of capital. |
| ● | Management
anticipates significant orders and to become cash flow positive during the second half of
2025. |
| ● | Reported
a reduction in General and Administrative expenses by $5.7 million to $31.4 million as of
December 31, 2024 from $37.0 million as of December 31, 2023. |
| ● | SKYX
reported a $3.3 million decrease in total liabilities and a reduction of $3.9 million in
net loss. |
| ● | Net
loss per share decreased by $0.09 to ($0.36) per share in 2024 compared to ($0.45) in 2023.
Adjusted EBITDA loss per share, a non-GAAP measure, amounted to $(0.13) per share in 2024,
as compared to $(0.17) per share, in 2023. |
| ● | In
2024, Company Secured $11 million equity preferred stock investment led by the Shaner Group,
a leading Marriott hotel owner with over 70 hotels, including significant insider investing
by SKYX’s President Steve Schmidt, who invested $500,000, Co-CEO Lenny Sokolow and
Co-CEO John Campi, who each invested $250,000. Preferred investment representing $2.00 per
share of common stock with NO warrants. |
Market
Acceptance and Recent Events:
| ● | Company
expects to continue increasing units and grow its revenue to pro, builders, and retail segment.
Company continues to grow its market penetration of its advanced and smart plug & play
products, expecting its products to be in 20,000 U.S. and Canadian units/homes by the end
of Q-1 2025. |
| ● | Company
expects its products to be in tens of thousands additional homes, incrementally in 2025. |
| ● | SKYX’s
technologies provide opportunities for recurring revenues through interchangeability, upgrades,
monitoring, and subscriptions. |
| ● | Company
is focused on the “Razor & Blades” model and its product range includes its
advanced ceiling electrical outlet (Razor) and its advance and smart home plug & play
products (Blades) including lighting, Chandeliers/Pendants, ceiling fans, recessed lights,
down lights, exit signs, emergency lights, holiday/kids/themes lights, indoor/outdoor wall
lights among others smart products. |
| ● | Company
continues to utilize its e-commerce platform of over 60 websites for lighting and home décor
to educate and enhance its market penetration to both retail and professional segments. |
| ● | SKYX
collaborates with Home Depot for its Advanced and Smart Plug & Play Products for both
retail and professional segments. SKYX’s product offering will include a variety of
its Advanced and Smart Plug & Play Products including Retrofit Kits, Smart Light Fixtures,
Smart Ceiling Fans, Ceiling Outlet Receptacles, Recessed Lights and more. |
| ● | Company
collaborates with Wayfair for Its Advanced and Smart Plug & Play Products for both retail
and professional segments. SKYX’s product offering will include a variety of its advanced
and Smart Plug & Play products including Retrofit Kits, Smart Light Fixtures, Smart Ceiling
Fans, Ceiling Outlet Receptacles, Recessed Lights and more. |
| ● | SKYX
collaborates with U.S. and world leading lighting companies including Kichler Quoizel, European
leading company, EGLO, and worlding lighting manufacturer Ruee. |
| ● | Collaborated
with Cavco Homes, a leading U.S. prefabricated home manufacturer, for integrating our advanced
and smart plug & play technologies into Cavco’s high-end premium homes shown at
the builder show. Cavco is a public company that has sold nearly one million homes and continues
to deliver close to 20,000 annually. |
| ● | Three
luxury developments by Forte Developments, including an 80-story high-rise in Miami’s
Brickell District and projects in Clearwater Beach and Jupiter, Florida, will feature SKYX’s
technology. More than 12,000 smart plug & play products, including ceiling outlets, lighting,
fans, and emergency fixtures, will be supplied across 400+ units. |
| ● | A
1,000-unit mixed-use development by Jeremiah Baron Companies will incorporate smart plug
& play technologies, with 140 units receiving initial product supply. This product rollout
will include ceiling outlets, lighting, fans, and emergency fixtures, with deliveries continuing
throughout construction. |
| ● | A
strategic partnership with JIT Electrical Supply, a leading builder supplier, will expand
SKYX’s footprint in electrical, lighting, and ceiling fan markets. JIT, which has supplied
over 100,000 U.S. homes, will distribute SKYX’s lighting solutions, ceiling fans, recessed
lights, emergency lights, exit signs, and indoor/outdoor wall lights beginning early 2025. |
| ● | Huey
Long, former Amazon E-Commerce Director and executive at Walmart and Ashley Furniture, has
joined as head of SKYX’s e-commerce platform. He will collaborate with the existing
team to expand market penetration across 60 lighting and home décor websites and other
key e-commerce channels in the U.S. and Canada. |
| ● | Greg
St. John, former Home Depot lighting head and CEO of Eglo and Cordelia Lighting, has been
appointed President of Lighting, Fans, and Smart Home Products. With 30+ years of industry
experience, he will lead expansion efforts in retail, homebuilder, and commercial markets,
overseeing partnerships with Home Depot, Wayfair, and other major retailers. |
Safety
Standardization Mandatory Code / Insurance Specification and Recommendation
| ● | SKYX’s
code team, led by industry veterans Mark Earley, former head of the National Electrical Code
(NEC), and Eric Jacobson, former President and CEO of the American Lighting Association (ALA).
Company’s safety Code Standardization team believes it will achieve assistance from
additional safety organizations with its code mandatory safety standardization efforts based
on the product’s significant safety aspects. Mr. Earley and Mr. Jacobson were instrumental
in numerous code and safety changes in both the electrical and lighting industries. Both
strongly believe that, in light of the Company’s standardization progress including
its product specification approval voting for by ANSI / NEMA (American National Standardization
Institute / National Electrical Manufacturers Association) and being voted into 10 segments
in the NEC Code Book, it has met the necessary safety conditions for becoming a ceiling safety
standardization requirement for homes and buildings. |
| ● | Insurance
Companies. Company strongly believes its products can save insurance companies many billions
of dollars annually by reducing fires, ladder falls, and electrocutions among other things.
Management expects that once it completes an entire range and variations of its safe advanced
plug & play products it will start being recommended by insurance companies. |
2024
Financial Results:
Revenue
in 2024 increased to a record $86.3 million including record sales of $23.7 million which were realized in the fourth quarter including
e-commerce sales, smart home products and advanced plug & play products. Gross profit in 2024 increased to $24.6 million, or 28%
of revenue. Gross profit was positively impacted by the gross profit from the acquisition of the Belami e-commerce platform, which contained
over 60 websites for lighting and home décor. Cash, cash equivalents and restricted cash, amounted to $15.5 million as of December
31, 2024, as compared to 13.0 million as of September 30, 2024. Cash used in operating activities for 2024 amounted to $18.3 million,
as compared to $13.0 million in 2023.
Adjusted EBITDA loss per share, a non-GAAP measure, amounted to $(0.13) per share in 2024, as compared to $(0.17) per share, in 2023.
The
Company’s annual report on Form 10-K will be filed with the SEC and will be made available on the Company’s investor relations
website: https://ir.skyplug.com/sec-filings/.
Management
Commentary
Our
year ended December 31, 2024 was highlighted by our four quarters of consecutive growth including sales and rollout of our advanced ceiling
smart and standard plug & play platform products on many leading U.S. and Canadian websites. We believe we have accelerated our cadence
of sales with a robust gross margin profile, notably managing the cash burn of SKYX. Our e-commerce platform with over 60 websites is
expected to continue providing additional cash flow to the Company. Management anticipates that the Company will become cash flow positive
during the second half of 2025.
About
SKYX Platforms Corp.
As
electricity is a standard in every home and building, our mission is to make homes and buildings become safe-advanced and smart as the
new standard. SKYX has a series of highly disruptive advanced-safe-smart platform technologies, with over 97 U.S. and global patents
and patent pending applications. Additionally, the Company owns over 60 lighting and home decor websites for both retail and commercial
segments. Our technologies place an emphasis on high quality and ease of use, while significantly enhancing both safety and lifestyle
in homes and buildings. We believe that our products are a necessity in every room in both homes and other buildings in the U.S. and
globally. For more information, please visit our website at https://skyplug.com/ or follow us on LinkedIn.
Forward-Looking
Statements
Certain
statements made in this press release are not based on historical facts, but are forward-looking statements. These statements can be
identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “can,”
“could,” “continue,” “estimate,” “expect,” “evaluate,” “forecast,”
“guidance,” “intend,” “likely,” “may,” “might,” “objective,”
“ongoing,” “outlook,” “plan,” “potential,” “predict,” “probable,”
“project,” “seek,” “should,” “target” “view,” “will,” or “would,”
or the negative thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these
words. These statements reflect the Company’s reasonable judgment with respect to future events and are subject to risks, uncertainties
and other factors, many of which have outcomes difficult to predict and may be outside our control, that could cause actual results or
outcomes to differ materially from those in the forward-looking statements. Such risks and uncertainties include statements relating
to the Company’s ability to successfully launch, commercialize, develop additional features and achieve market acceptance of its
products and technologies and integrate its products and technologies with third-party platforms or technologies; the Company’s
ability to achieve positive cash flows; the Company’s efforts and ability to drive the adoption of its products and technologies
as a standard feature, including their use in homes, hotels, offices and cruise ships; the Company’s ability to capture market
share; the Company’s estimates of its potential addressable market and demand for its products and technologies; the Company’s
ability to raise additional capital to support its operations as needed, which may not be available on acceptable terms or at all; the
Company’s ability to continue as a going concern; the Company’s ability to execute on any sales and licensing or other strategic
opportunities; the possibility that any of the Company’s products will become National Electrical Code (NEC)-code or otherwise
code mandatory in any jurisdiction, or that any of the Company’s current or future products or technologies will be adopted by
any state, country, or municipality, within any specific timeframe or at all; risks arising from mergers, acquisitions, joint ventures
and other collaborations; the Company’s ability to attract and retain key executives and qualified personnel; guidance provided
by management, which may differ from the Company’s actual operating results; the potential impact of unstable market and economic
conditions on the Company’s business, financial condition, and stock price; and other risks and uncertainties described in the
Company’s filings with the Securities and Exchange Commission, including its periodic reports on Form 10-K and Form 10-Q. There
can be no assurance as to any of the foregoing matters. Any forward-looking statement speaks only as of the date of this press release,
and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by U.S. federal securities laws.
Non-GAAP
Financial Measures
Management
considers earnings (loss) before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, an important indicator in evaluating
the Company’s business on a consistent basis across various periods. Due to the significance of non-recurring items, EBITDA, as
adjusted, enables management to monitor and evaluate the business on a consistent basis. The Company uses EBITDA, as adjusted, as a primary
measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and
potential acquisitions. The Company believes that EBITDA, as adjusted, eliminates items that are not part of the Company’s core
operations, such as interest expense, amortization expense, and impairment charges associated with intangible assets, or items that do
not involve a cash outlay, such as share-based payments and non-recurring items, such as transaction costs. EBITDA, as adjusted, should
be considered in addition to, rather than as a substitute for, pre-tax income (loss), net income (loss) and cash flows used in operating
activities. This non-GAAP financial measure excludes significant expenses that are required by GAAP to be recorded in the Company’s
financial statements and is subject to inherent limitations. Investors should review the reconciliation of this non-GAAP financial measure
to the comparable GAAP financial measure. Investors should not rely on any single financial measure to evaluate the Company’s business.
Investor
Relations Contact:
Jeff
Ramson
PCG
Advisory
jramson@pcgadvisory.com
Dial-In
Information:
SKYX
Participating Members will Include:
| ● | Rani
Kohen, Founder and Executive Chairman |
| ● | Steve
Schmidt, SKYX President, (Former CEO of Nielsen Data Corporation and former President of
Office Depot International) |
| ● | Lenny
Sokolow, Co-CEO |
| ● | Marc
Boisseau, CFO |
SKYX
Platforms – Q4 2024 and 2024 Full Year Corporate Update Call
Date:
Monday, March 24, 2025
Time:
4:30 p.m. Eastern Time
U.S./Canada
Dial-in: 1-412-317-5180
International
Dial-in: 1-844-825-9789
Call
me™ link for instant telephone access to the event: https://callme.viavid.com/?$Y2FsbG1lPXRydWUmcGFzc2NvZGU9JmluZm89Y29tcGFueSZyPXRydWUmYj0xNg==
Call
me™ Passcode: 6590713
Webcast
link: https://viavid.webcasts.com/starthere.jsp?ei=1713008&tp_key=5deb952af5
Please
dial in at least 10 minutes before the start of the call to ensure timely participation.
SKYX
Platforms Corp.
Consolidated
Balance Sheets
| |
December 31, 2024 | | |
December 31, 2023 | |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 12,639,441 | | |
$ | 16,810,983 | |
Restricted cash | |
| — | | |
| 2,750,000 | |
Account receivable, net | |
| 2,415,314 | | |
| 3,384,976 | |
Inventory | |
| 3,785,346 | | |
| 3,425,734 | |
Deferred cost of revenues | |
| 223,214 | | |
| 224,445 | |
Prepaid expenses and other assets | |
| 1,311,135 | | |
| 721,717 | |
Total current assets | |
| 20,374,450 | | |
| 27,317,855 | |
| |
| | | |
| | |
Long-term assets: | |
| | | |
| | |
Furniture and equipment, net | |
| 1,349,993 | | |
| 436,587 | |
Restricted cash | |
| 2,861,054 | | |
| 2,869,270 | |
Right of use assets | |
| 19,750,030 | | |
| 21,214,652 | |
Intangibles, definite life | |
| 5,189,713 | | |
| 8,141,032 | |
Goodwill | |
| 16,157,000 | | |
| 16,157,000 | |
Other assets | |
| 204,807 | | |
| 204,807 | |
Total long-term assets | |
| 45,512,597 | | |
| 49,023,348 | |
| |
| | | |
| | |
Total Assets | |
$ | 65,887,047 | | |
$ | 76,341,203 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity (Deficit) | |
| | | |
| | |
| |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 13,235,221 | | |
$ | 12,388,475 | |
Notes payable, current | |
| 4,011,168 | | |
| 5,724,129 | |
Operating lease liabilities, current | |
| 2,350,868 | | |
| 1,898,428 | |
Royalty obligations, current | |
| 800,000 | | |
| 800,000 | |
Consideration payable | |
| — | | |
| 730,999 | |
Deferred revenues | |
| 1,495,846 | | |
| 1,475,519 | |
Convertible notes, current related parties | |
| 950,000 | | |
| 825,000 | |
Convertible notes, current | |
| 3,292,408 | | |
| 350,000 | |
| |
| | | |
| | |
Total current liabilities | |
| 26,135,511 | | |
| 24,192,550 | |
| |
| | | |
| | |
Long term liabilities: | |
| | | |
| | |
Long term accrued expenses | |
| 1,044,708 | | |
| 744,953 | |
Notes payable | |
| 504,129 | | |
| 1,016,924 | |
Consideration payable | |
| — | | |
| 3,038,430 | |
Operating lease liabilities | |
| 20,376,498 | | |
| 22,267,558 | |
Convertible notes | |
| 7,872,773 | | |
| 5,758,778 | |
Royalty obligations | |
| 900,000 | | |
| 3,100,000 | |
Total long-term liabilities | |
| 30,698,108 | | |
| 35,926,643 | |
| |
| | | |
| | |
Total liabilities | |
| 56,833,619 | | |
| 60,119,193 | |
| |
| | | |
| | |
Temporary equity: | |
| | | |
| | |
Series A Preferred Stock 400,000 shares authorized and 200,000 shares outstanding, no par value at December 31, 2024 | |
| 5,000,000 | | |
| — | |
Stockholders’ Equity: | |
| | | |
| | |
Series A-1 Preferred Stock 400,000 shares authorized and 240,000 shares outstanding, no par value at December 31, 2024 | |
| 6,000,000 | | |
| — | |
Common stock and additional paid-in capital: $0 par value, 500,000,000 shares authorized; 103,358,975 and 93,473,433 shares issued and outstanding at December 31, 2024, and December 31, 2023, respectively | |
| 179,837,253 | | |
| 162,025,024 | |
Accumulated deficit | |
| (181,783,825 | ) | |
| (145,803,014 | ) |
Accumulated other comprehensive loss | |
| — | | |
| — | |
Total stockholders’ equity | |
| 4,053,428 | | |
| 16,222,010 | |
Non-controlling interest | |
| — | | |
| — | |
Total equity | |
| 4,053,428 | | |
| 16,222,010 | |
| |
| | | |
| | |
Total Liabilities, Temporary Equity, and Stockholders’ Equity | |
$ | 65,887,047 | | |
$ | 76,341,203 | |
SKYX
Platforms Corp.
Consolidated
Statements of Operations and Comprehensive Loss
| |
Year ended December 31, | |
| |
2024 | | |
2023 | |
Revenue | |
$ | 86,276,876 | | |
$ | 58,785,762 | |
| |
| | | |
| | |
Operating Costs | |
| | | |
| | |
Cost of revenues | |
| 61,682,934 | | |
| 40,749,913 | |
Selling and marketing expenses | |
| 25,353,172 | | |
| 18,805,069 | |
General and administrative expenses | |
| 31,353,009 | | |
| 37,055,986 | |
Total operating expenses, net | |
| 118,389,115 | | |
| 96,610,968 | |
| |
| | | |
| | |
Loss from operations | |
| (32,112,239 | ) | |
| (37,825,206 | ) |
Other income / (expense) | |
| | | |
| | |
Interest expense - related party | |
| (151,900 | ) | |
| (76,042 | ) |
Interest expense, net | |
| (3,904,005 | ) | |
| (3,033,265 | ) |
| |
| | | |
| | |
Gain on extinguishment of debt | |
| 400,000 | | |
| 1,201,857 | |
Total other expense, net | |
| (3,655,905 | ) | |
| (1,907,450 | ) |
| |
| | | |
| | |
Net loss | |
| (35,768,144 | ) | |
| (39,732,656 | ) |
| |
| | | |
| | |
Other comprehensive income (loss): | |
| | | |
| | |
Preferred dividends - related party | |
| (20,000 | ) | |
| — | |
Preferred dividends | |
| (192,667 | ) | |
| — | |
| |
| | | |
| | |
Net loss attributed to common stockholders | |
$ | (35,980,811 | ) | |
$ | (39,732,656 | ) |
| |
| | | |
| | |
Other comprehensive loss: | |
| | | |
| | |
Unrealized loss on debt securities | |
| — | | |
| 62,147 | |
Net comprehensive loss attributed to common stockholders | |
$ | (35,980,811 | ) | |
$ | (39,670,509 | ) |
| |
| | | |
| | |
Net loss per share - basic and diluted | |
$ | (0.36 | ) | |
$ | (0.45 | ) |
| |
| | | |
| | |
Weighted average number of common shares outstanding – basic and diluted | |
| 99,766,866 | | |
| 88,370,852 | |
The
accompanying notes are an integral part of the consolidated financial statements.
Consolidated
Statements of Stockholders’ Equity
| |
For the year ended December 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Series A-1 Preferred stocks | |
| | | |
| | |
| |
| | | |
| | |
Balance, beginning of period | |
| — | | |
| — | |
Preferred stock issued pursuant to offerings | |
| 240,000 | | |
| — | |
| |
| | | |
| | |
Balance, December 31, | |
| 240,000 | | |
| — | |
| |
| | | |
| | |
Series A-1 Preferred stocks | |
| | | |
| | |
Balance, beginning of period | |
$ | — | | |
$ | — | |
‘Preferred stock issued pursuant to offerings | |
$ | 6,000,000 | | |
$ | — | |
| |
| | | |
| | |
Balance, December 31, | |
$ | 6,000,000 | | |
$ | — | |
| |
| | | |
| | |
Shares of common stock | |
| | | |
| | |
| |
| | | |
| | |
Balance, beginning of year | |
| 93,473,433 | | |
| 82,907,541 | |
Common stock issued pursuant to offerings | |
| 3,535,067 | | |
| 4,359,832 | |
Common stock issued pursuant to services | |
| 4,369,031 | | |
| 2,827,662 | |
Common stock issued pursuant to conversion of preferred stock | |
| — | | |
| 880,400 | |
Common stock issued pursuant to exercise of options and warrants | |
| 128,023 | | |
| — | |
Common stock issued pursuant to acquisition | |
| 1,853,421 | | |
| 1,923,285 | |
Common stock issued pursuant to extinguishment of debt | |
| — | | |
| 574,713 | |
Common stock issued pursuant to antidilutive provisions | |
| — | | |
| — | |
| |
| | | |
| | |
Balance, end of year | |
| 103,358,975 | | |
| 93,473,433 | |
| |
| | | |
| | |
Common stock and paid-in capital | |
| | | |
| | |
Balance, beginning of year | |
$ | 162,025,024 | | |
$ | 114,039,638 | |
Common stock issued pursuant to offerings, net of costs | |
| 4,330,295 | | |
| 9,289,857 | |
Common stock issued pursuant to services | |
| 13,474,433 | | |
| 17,977,252 | |
Common stock issued pursuant to conversion of preferred stock | |
| — | | |
| 220,100 | |
Debt discount | |
| — | | |
| 5,569,978 | |
Common stock issued pursuant to acquisition | |
| — | | |
| 12,887,968 | |
Common stock issued pursuant to extinguishment of debt | |
| | | |
| 2,040,231 | |
Common stock issued pursuant to exercise of options and warrants | |
| 7,501 | | |
| — | |
Common stock issued pursuant to antidilutive provisions | |
| — | | |
| — | |
Balance, end of year | |
$ | 179,837,253 | | |
$ | 162,025,024 | |
| |
| | | |
| | |
Accumulated deficit | |
| | | |
| | |
Balance, beginning of year | |
$ | (145,803,014 | ) | |
$ | (106,070,358 | ) |
Net loss | |
| (35,768,144 | ) | |
| (39,732,656 | ) |
Preferred dividends | |
| (212,667 | ) | |
| — | |
Balance, end of year | |
$ | (181,783,825 | ) | |
$ | (145,803,014 | ) |
| |
| | | |
| | |
Accumulated other comprehensive loss | |
| | | |
| | |
| |
| | | |
| | |
Balance, beginning of year | |
$ | — | | |
$ | (62,147 | ) |
| |
| | | |
| | |
Other comprehensive loss | |
| — | | |
| 62,147 | |
Balance, end of period | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
| |
| | | |
| | |
Total Stockholders’ equity | |
$ | 4,053,428 | | |
$ | 16,222,010 | |
The
accompanying notes are an integral part of the consolidated financial statements.
Consolidated
Statements of Cash Flows
| |
For the year ended December 31, | |
| |
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 | |
| 4,066,957 | | |
| 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 | |
Impairment | |
| 1,118,750 | | |
| | |
| |
| | | |
| | |
Change in operating assets and liabilities: | |
| | | |
| | |
Inventory | |
| (359,612 | ) | |
| 283,911 | |
Accounts receivable | |
| 969,662 | | |
| (863,217 | ) |
Prepaid expenses and other assets | |
| (628,461 | ) | |
| (218,127 | ) |
Deferred charges | |
| 1,231 | | |
| 1,258,636 | |
Deferred revenues | |
| 20,327 | | |
| (453,514 | ) |
Operating lease liabilities | |
| (2,101,316 | ) | |
| (687,849 | ) |
Accretion operating lease liabilities | |
| — | | |
| 890,474 | |
Other assets | |
| — | | |
| — | |
Royalty obligation | |
| (800,000 | ) | |
| 1,262,000 | ) |
Accounts payable and accrued expenses | |
| 933,829 | | |
| 4,235,229 | |
| |
| | | |
| | |
Net cash used in operating activities | |
| (18,260,370 | ) | |
| (12,998,073 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchase of debt securities | |
| — | | |
| (136,033 | ) |
Proceeds from disposition of debt securities | |
| — | | |
| 7,572,136 | |
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 common stock- offerings and exercise of options | |
| 4,426,222 | | |
| 9,820,846 | |
Placement costs | |
| (88,426 | ) | |
| (530,989 | ) |
Proceeds from line of credit | |
| 500,000 | | |
| 6,500,000 | |
Proceeds from issuance of convertible notes | |
| — | | |
| 10,350,000 | |
Proceeds from issuance of preferred stocks - related party | |
| 1,000,000 | | |
| — | |
Proceeds from issuance of preferred stocks | |
| 10,000,000 | | |
| — | |
| |
| | | |
| | |
Principal repayments of notes payable | |
| (2,775,756 | ) | |
| (3,413,225 | ) |
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 | |
| |
| | | |
| | |
Cash paid during period for: | |
| | | |
| | |
Interest | |
$ | 3,281,597 | | |
$ | 1,094,458 | |
Taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Supplementary disclosure of non-cash financing activities: | |
| | | |
| | |
Substitution of consideration payable to convertible notes | |
$ | 3,117,408 | | |
$ | — | |
Substitution of royalty payable to convertible notes | |
| 1,000,000 | | |
| — | |
Accrued dividends payable | |
| 212,667 | | |
| — | |
Business acquisition: | |
| | | |
| | |
Assets acquiring excluding identifiable intangible assets and goodwill and cash | |
| — | | |
| 7,090,094 | |
Identifiable intangible assets and goodwill> | |
| — | | |
| 19,755,903 | |
Liabilities assumed and consideration payable | |
| — | | |
| 19,993,525 | |
Debt discount | |
| — | | |
| 5,569,978 | |
Common stock issued pursuant to antidilutive provisions | |
| — | | |
| — | |
Fair value of shares issued pursuant to acquisition | |
| — | | |
| 7,327,716 | |
Common stock pursuant to extinguishment of debt | |
| — | | |
| 2,040,231 | |
Right-of-use assets and operating lease liabilities | |
| 662,698 | | |
| — | |
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. Due to the significance of non-recurring items, EBITDA, as adjusted, enables
our management to monitor and evaluate our business on a consistent basis. We use EBITDA, as adjusted, as a primary measure, among others,
to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions.
We believe that EBITDA, as adjusted, eliminates items that are not part of our core operations, such as interest expense and amortization
and impairment expense associated with intangible assets, or items that do not involve a cash outlay, such as share-based payments, and
non-recurring items, such as transaction costs. EBITDA, as adjusted, should be considered in addition to, rather than as a substitute
for, pre-tax income (loss), net income (loss) and cash flows used in operating activities. This non-GAAP financial measure excludes significant
expenses that are required by GAAP to be recorded in our financial statements and is subject to inherent limitations. Investors should
review the reconciliation of this non-GAAP financial measure to the comparable GAAP financial measure included below. Investors should
not rely on any single financial measure to evaluate our business.
| |
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 | ) |
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