| (1) |
Represents
the common shares, no par value per share (“common stock”), of SKYX Platforms Corp. (the “Company”) to be
offered for resale by the selling securityholders named in this Registration Statement. Consists of (i) up to 5,500,000 shares of
common stock that may be issued upon conversion of $6,000,000 aggregate principal amount, plus the amount of accrued and unpaid interest,
if any, that may be payable in shares of common stock, of an outstanding subordinated secured convertible promissory note issued
on September 2, 2025, which is convertible into shares of common stock at a conversion price of $1.20 per share; and (ii) up to 19,840
shares of common stock issued and issuable pursuant to a private placement. |
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers
(i) such additional number of shares of common stock issuable upon stock splits, stock dividends, reclassifications, recapitalizations,
combinations or similar events or (ii) such reduced number of shares of common stock in respect of any reverse stock splits, stock
dividends, reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of common
stock being registered pursuant to this Registration Statement. |
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| (2) |
Estimated
solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(c) and calculated based upon the average
of the high and low prices of the Company’s common stock on The Nasdaq Stock Market LLC on September 22, 2025, which date is
within five business days prior to the filing of this Registration Statement. |