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SKYX Platforms Corp.
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SKYX Platforms Corp.
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SKYX Platforms Corp.
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SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
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SEC wrote to company
2024-11-06
SKYX Platforms Corp.
Summary
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Company responded
2024-11-06
SKYX Platforms Corp.
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SKYX Platforms Corp.
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1 company response(s)
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Company responded
2024-11-01
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2023-07-06
SKYX Platforms Corp.
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2023-07-06
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
2 company response(s)
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SEC wrote to company
2023-05-11
SKYX Platforms Corp.
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2023-05-11
SKYX Platforms Corp.
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2023-06-30
SKYX Platforms Corp.
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SKYX Platforms Corp.
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1 company response(s)
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Company responded
2023-05-05
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2022-01-06
SKYX Platforms Corp.
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2022-01-10
SKYX Platforms Corp.
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2022-02-07
SKYX Platforms Corp.
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2022-02-07
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2021-12-09
SKYX Platforms Corp.
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2021-12-22
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
1 company response(s)
High - file number match
SEC wrote to company
2016-07-06
SKYX Platforms Corp.
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2016-07-08
SKYX Platforms Corp.
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SKYX Platforms Corp.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2016-07-08
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
1 company response(s)
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SEC wrote to company
2016-01-12
SKYX Platforms Corp.
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2016-01-14
SKYX Platforms Corp.
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SKYX Platforms Corp.
Response Received
3 company response(s)
High - file number match
SEC wrote to company
2014-08-28
SKYX Platforms Corp.
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2014-10-17
SKYX Platforms Corp.
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2014-10-17
SKYX Platforms Corp.
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2014-10-22
SKYX Platforms Corp.
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SKYX Platforms Corp.
Awaiting Response
0 company response(s)
High
SEC wrote to company
2014-10-03
SKYX Platforms Corp.
References: August 28, 2014
Summary
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-01-27 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-292797 | Read Filing View |
| 2026-01-21 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2026-01-16 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-10-24 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-09-29 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-290553 | Read Filing View |
| 2025-09-26 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-08-05 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-06-10 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-287858 | Read Filing View |
| 2025-06-06 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2024-11-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-282955 | Read Filing View |
| 2024-11-06 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2024-11-01 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-07-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-07-06 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-06-30 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-05-11 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-05-11 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-05-05 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-02-07 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-02-07 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-01-10 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-01-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2021-12-22 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2021-12-09 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-07-08 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-07-08 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-07-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-01-14 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-01-12 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-22 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-17 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-17 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-03 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-08-28 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-01-27 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-292797 | Read Filing View |
| 2025-09-29 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-290553 | Read Filing View |
| 2025-06-10 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-287858 | Read Filing View |
| 2024-11-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | 333-282955 | Read Filing View |
| 2023-07-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-05-11 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-01-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2021-12-09 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-07-08 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-07-06 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-01-12 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-03 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-08-28 | SEC Comment Letter | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-01-21 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2026-01-16 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-10-24 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-09-26 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-08-05 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2025-06-06 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2024-11-06 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2024-11-01 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-07-06 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-06-30 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-05-11 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2023-05-05 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-02-07 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-02-07 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2022-01-10 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2021-12-22 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-07-08 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2016-01-14 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-22 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-17 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
| 2014-10-17 | Company Response | SKYX Platforms Corp. | FL | N/A | Read Filing View |
2026-01-27 - UPLOAD - SKYX Platforms Corp. File: 333-292797
January 21, 2026 Leonard J. Sokolow Chief Executive Officer SKYX Platforms Corp. 2855 W. McNab Road Pompano Beach, Florida 33069 Re:SKYX Platforms Corp. Registration Statement on Form S-3 Filed January 16, 2026 File No. 333-292797 Dear Leonard J. Sokolow: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jenny O'Shanick at 202-551-8005 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Jurgita Ashley
2026-01-21 - CORRESP - SKYX Platforms Corp.
CORRESP 1 filename1.htm January 21, 2026 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SKYX Platforms Corp. (the " Company ") Registration Statement on Form S-3 (File No. 333-292797) (the " Registration Statement ") Dear Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended (the " Securities Act "), the Company hereby requests that the Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration Statement to become effective on Friday, January 23, 2026, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time. If you have any questions regarding this request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221 or via Jurgita.Ashley@ThompsonHine.com . Please also call Jurgita Ashley as soon as the Company's Registration Statement has been declared effective. Thank you for your attention to this matter. Sincerely, SKYX PLATFORMS CORP. By: /s/ Leonard J. Sokolow Name: Leonard J. Sokolow Title: Chief Executive Officer cc: Jurgita Ashley, Thompson Hine LLP Robin Powell, SKYX Platforms Corp.
2026-01-16 - CORRESP - SKYX Platforms Corp.
CORRESP 1 filename1.htm January 16, 2026 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: SKYX Platforms Corp. – Registration Statement on Form S-3 Ladies and Gentlemen, Attached please find the Registration Statement on Form S-3 filed by SKYX Platforms Corp. (the "Company") in connection with the secondary offering of shares by certain stockholders of the Company. If you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com. We would appreciate if you could please advise us once your review is completed. Respectfully, /s/ Jurgita Ashley Jurgita Ashley cc: Rob Powell, General Counsel (SKYX Platforms Corp.) ( Rob.Powell@skyiot.com )
2025-10-24 - CORRESP - SKYX Platforms Corp.
CORRESP 1 filename1.htm October 24, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: SKYX Platforms Corp. – Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-290553) Ladies and Gentlemen, Attached please find the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-290553) filed by SKYX Platforms Corp. (the "Company") in connection with the secondary offering of shares by certain stockholders of the Company. If you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com . We would appreciate if you could please advise us once your review is completed. Respectfully, /s/ Jurgita Ashley Jurgita Ashley cc: Rob Powell, General Counsel (SKYX Platforms Corp.) ( Rob.Powell@skyiot.com )
2025-09-29 - UPLOAD - SKYX Platforms Corp. File: 333-290553
September 29, 2025 Leonard Sokolow Co-Chief Executive Officer SKYX Platforms Corp. 2855 W. McNab Road Pompano Beach, Florida 33069 Re:SKYX Platforms Corp. Registration Statement on Form S-3 Filed September 26, 2025 File No. 333-290553 Dear Leonard Sokolow: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kristin Baldwin at 202-551-7172 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
2025-09-26 - CORRESP - SKYX Platforms Corp.
CORRESP 1 filename1.htm September 26, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: SKYX Platforms Corp. – Registration Statement on Form S-3 Ladies and Gentlemen, Attached please find the Registration Statement on Form S-3 filed by SKYX Platforms Corp. (the "Company") in connection with the secondary offering of shares by certain stockholders of the Company. If you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com . We would appreciate if you could please advise us once your review is completed. Respectfully, /s/ Jurgita Ashley Jurgita Ashley cc: Rob Powell, General Counsel (SKYX Platforms Corp.) ( Rob.Powell@skyiot.com )
2025-08-05 - CORRESP - SKYX Platforms Corp.
CORRESP 1 filename1.htm August 5, 2025 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: SKYX Platforms Corp. (the " Company ") Registration Statement on Form S-3 (File No. 333-287858) (the " Registration Statement ") Dear Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended (the " Securities Act "), the Company hereby requests that the Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-referenced Registration Statement to become effective on Thursday, August 7, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time. If you have any questions regarding this request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221 or via Jurgita.Ashley@ThompsonHine.com . Please also call Jurgita Ashley as soon as the Company's Registration Statement has been declared effective. Thank you for your attention to this matter. Sincerely, SKYX PLATFORMS CORP. By: /s/ Leonard J. Sokolow Name: Leonard J. Sokolow Title: Co-Chief Executive Officer cc: Jurgita Ashley, Thompson Hine LLP Robin Powell, SKYX Platforms Corp.
2025-06-10 - UPLOAD - SKYX Platforms Corp. File: 333-287858
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 10, 2025 John Campi Co-Chief Executive Officer SKYX Platforms Corp. 2855 W. McNab Road Pompano Beach, Florida 33069 Re: SKYX Platforms Corp. Registration Statement on Form S-3 Filed June 6, 2025 File No. 333-287858 Dear John Campi: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Eranga Dias at 202-551-8107 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing </TEXT> </DOCUMENT>
2025-06-06 - CORRESP - SKYX Platforms Corp.
CORRESP 1 filename1.htm June 6, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: SKYX Platforms Corp. – Registration Statement on Form S-3 Ladies and Gentlemen, Attached please find the Registration Statement on Form S-3 filed by SKYX Platforms Corp. (the "Company") in connection with the secondary offering of shares by certain stockholders of the Company. If you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com . We would appreciate if you could please advise us once your review is completed. Respectfully, /s/ Jurgita Ashley Jurgita Ashley cc: Rob Powell, General Counsel (SKYX Platforms Corp.) ( Rob.Powell@skyiot.com )
2024-11-06 - UPLOAD - SKYX Platforms Corp. File: 333-282955
November 6, 2024
John Campi
Co-Chief Executive Officer
SKYX Platforms Corp.
2855 W. McNab Road
Pompano Beach, Florida 33069
Re:SKYX Platforms Corp.
Registration Statement on Form S-3
Filed on November 1, 2024
File No. 333-282955
Dear John Campi:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2024-11-06 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
November
6, 2024
VIA
EDGAR SUBMISSION
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re: SKYX
Platforms Corp. (the “Company”)
Registration
Statement on Form S-3 (File No. 333-282955) (the “Registration Statement”)
Dear
Ladies and Gentlemen:
Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement to become effective on Friday, November 8, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, unless
the Company notifies you otherwise prior to such time.
If
you have any questions regarding this request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221
or via Jurgita.Ashley@ThompsonHine.com. Please also call Jurgita Ashley as soon as the Company’s Registration Statement
has been declared effective. Thank you for your attention to this matter.
Sincerely,
SKYX
PLATFORMS CORP.
By:
/s/
Leonard J. Sokolow
Name:
Leonard
J. Sokolow
Title:
Co-Chief
Executive Officer
cc:
Jurgita
Ashley, Thompson Hine LLP
2024-11-01 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
November
1, 2024
Via
EDGAR
United
States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: SKYX Platforms
Corp. – Registration Statement on Form S-3
Ladies
and Gentlemen,
Attached
please find the Registration Statement on Form S-3 filed by SKYX Platforms Corp. (the “Company”) in connection with the secondary
offering of shares by certain stockholders of the Company.
If
you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com.
We would appreciate if you could please advise us once your review is completed.
Respectfully,
/s/
Jurgita Ashley
Jurgita
Ashley
cc:
Rob
Powell, General Counsel (SKYX Platforms Corp.) (Rob.Powell@skyiot.com)
2023-07-06 - UPLOAD - SKYX Platforms Corp.
United States securities and exchange commission logo
July 6, 2023
John Campi
Chief Executive Officer
SKYX Platforms Corp.
2855 W. McNab Raod
Pompano Beach, Florida 33069
Re:SKYX Platforms Corp.
Registration Statement on Form S-3
Filed on June 30, 2023
File No. 333-273075
Dear John Campi:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jurgita Ashley
2023-07-06 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
July 6, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
SKYX Platforms Corp. (the “Company”)
Registration Statement on Form S-3 (File No. 333-273075) (the “Registration Statement”)
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933,
as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement to become effective on Monday, July 10, 2023, at 4:30 p.m.,
Eastern Time, or as soon thereafter as is practicable, unless the Company notifies you otherwise prior to such time.
If you have any questions regarding this
request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221 or via Jurgita.Ashley@ThompsonHine.com.
Please also call Jurgita Ashley as soon as the Company’s Registration Statement has been declared effective. Thank you for your
attention to this matter.
Sincerely,
SKYX PLATFORMS CORP.
By:
/s/ John P. Campi
Name:
John P. Campi
Title:
Chief Executive Officer
cc:
Jurgita Ashley, Thompson Hine LLP
2023-06-30 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
June
30, 2023
Via
EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re:
SKYX Platforms Corp. – Registration Statement on Form
S-3
Ladies
and Gentlemen,
Attached
please find the Registration Statement on Form S-3 filed by SKYX Platforms Corp. (the “Company”) in connection with the secondary
offering of shares by certain stockholders of the Company.
If
you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com.
We would appreciate if you could please advise us once your review is completed.
Respectfully,
/s/
Jurgita Ashley
Jurgita
Ashley
cc:
John
Campi, Chief Executive Officer (SKYX Platforms Corp.) (John.Campi@skyplug.com)
Rani
Kohen, Executive Chairman (SKYX Platforms Corp.) (Rani.Kohen@skyiot.com)
Rob
Powell, General Counsel (SKYX Platforms Corp.) (Rob.Powell@skyiot.com)
2023-05-11 - UPLOAD - SKYX Platforms Corp.
United States securities and exchange commission logo
May 11, 2023
John Campi
Chief Executive Officer
SKYX Platforms Corp.
2855 W. McNab Road
Pompano Beach, Florida 33069
Re:SKYX Platforms Corp.
Registration Statement on Form S-3
Filed May 5, 2023
File No. 333-271698
Dear John Campi:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
2023-05-11 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
May
11, 2023
VIA
EDGAR SUBMISSION
U.S.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: SKYX Platforms Corp. (the “Company”)
Registration
Statement on Form S-3 (File No. 333-271698) (the “Registration Statement”)
Dear
Ladies and Gentlemen:
Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement to become effective on Friday, May 12, 2023, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable,
unless the Company notifies you otherwise prior to such time.
If
you have any questions regarding this request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221
or via Jurgita.Ashley@ThompsonHine.com. Please also call Jurgita Ashley as soon as the Company’s Registration Statement
has been declared effective. Thank you for your attention to this matter.
Sincerely,
SKYX
PLATFORMS CORP.
By: /s/
John P. Campi
Name: John
P. Campi
Title: Chief
Executive Officer
cc:
Jurgita Ashley, Thompson Hine LLP
2023-05-05 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
May
5, 2023
Via
EDGAR
United
States Securities and Exchange Commission
Division
of Corporation Finance
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
SKYX Platforms Corp. – Registration Statement on Form S-3
Ladies
and Gentlemen,
Attached
please find the Registration Statement on Form S-3 filed by SKYX Platforms Corp. (the “Company”) in connection with “shelf”
registration for the proposed offering from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended, of the securities described in the prospectus to the Registration Statement on Form S-3.
If
you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com.
We would appreciate if you could please advise us once your review is completed.
Respectfully,
/s/ Jurgita Ashley
Jurgita Ashley
cc:
John Campi, Chief Executive Officer (SKYX Platforms Corp.) (John.Campi@skyplug.com)
Rani Kohen, Executive Chairman (SKYX Platforms Corp.) (Rani.Kohen@skyiot.com)
Rob Powell, General Counsel (SKYX Platforms Corp.) (Rob.Powell@skyiot.com)
2022-02-07 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
February
7, 2022
VIA
EDGAR SUBMISSION
U.S.
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: SQL Technologies Corp. (the “Company”)
Registration Statement on Form S-1 (File No. 333-261829) (as amended, the “Registration Statement”)
Dear
Ladies and Gentlemen:
Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-1 to become effective on Wednesday, February 9, 2022, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable,
unless the Company notifies you otherwise prior to such time.
If
you have any questions regarding this request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221
or via Jurgita.Ashley@ThompsonHine.com. Please also call Jurgita Ashley as soon as the Company’s Registration Statement
on Form S-1 has been declared effective. Thank you for your attention to this matter.
Sincerely,
SQL TECHNOLOGIES CORP.
By:
/s/ John P. Campi
Name:
John P. Campi
Title:
Chief Executive Officer
cc:
Jurgita Ashley, Thompson Hine LLP
2022-02-07 - CORRESP - SKYX Platforms Corp.
CORRESP
1
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The
Benchmark Company, LLC
150 East 58th Street, 17th Floor
New
York, New York 10155
February
7, 2022
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
DC 20549
Re:
SQL
Technologies Corp.
Registration
Statement on Form S-1
File
No. 333-261829
Dear
Ladies and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed public offering of securities of SQL Technologies Corp. (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Wednesday, February 9, 2022, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.
Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.
Very
truly yours,
The
Benchmark Company, LLC
By:
/s/
Michael S. Jacobs
Name:
Michael
S. Jacobs
Title:
Head
of Equity Capital Markets
2022-01-10 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
January
10, 2022
Via
EDGAR Transmission
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Jennifer Angelini
Re:
SQL
Technologies Corp.
Registration
Statement on Form S-1
Filed
December 22, 2021
No.
333-261829
Dear
Ms. Angelini:
On
behalf of SQL Technologies Corp. (the “Company”), we are writing in response to the letter from the staff (the
“Staff”) of the Division of Corporation Finance, Office of Manufacturing, of the U.S. Securities and Exchange
Commission (the “Commission”), dated January 6, 2022 (the “Comment Letter”), relating
to the Company’s Registration Statement on Form S-1, filed with the Commission on December 22, 2021. The Company’s responses
to these comments are set forth in this letter and in Amendment No. 1 to the Registration Statement on Form S-1, filed by the Company
with the Commission on January 10, 2022 (“Amendment No. 1”).
Please
note that for the Staff’s convenience, we have recited the Staff’s comments and provided the Company’s response to
such comments immediately thereafter.
Registration
Statement on Form S-1
Prospectus
Summary
Overview,
page 1
1.
We note your response to our prior comment six. Please further revise this section to clearly distinguish between your current and new
products. For example, the following sentence seems to imply that your current product already incorporates “advanced” and
“smart” capabilities, which are described elsewhere as being launched in 2022: “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.” Clearly identify the “standard products” whose sales are being discontinued. Balance your disclosure
by clarifying, if true, that you have not yet begun to manufacture or market your new products.
Response:
We acknowledge the Staff’s comment and have added disclosures throughout the Prospectus Summary and Business sections of Amendment
No. 1 accordingly.
2.
We note the statement on page 2 that you are discontinuing production of light fixtures and ceiling fans that include the older version
of your standard Sky Plug & Receptacle. Please revise your disclosure to clarify whether you expect to continue producing ceiling
fans and lighting fixtures. If these products are being transitioned from first-generation to second-generation technology, please describe
this shift and when the newer products are expected to be available.
Response:
We acknowledge the Staff’s comment and have added disclosures on pages 2 and 62 of Amendment No. 1 accordingly.
Products,
page 2
3.
Please disclose the development status of each of your new products. Describe, for instance, whether these are ready to be manufactured
or prototypes still in development.
Response:
We acknowledge the Staff’s comment and have added disclosures throughout the Prospectus Summary and Business sections of
Amendment No. 1 accordingly.
Smart
Products, page 2
4.
Please revise to clearly disclose your expected launch of your Smart Plug and Play Ceiling Fans and Smart Plug and Play Lighting.
Response:
We acknowledge the Staff’s comment and have added disclosures on pages 2-3 and 63-64 of Amendment No. 1 accordingly.
GE
- General Electric Agreements, page 8
5.
Please revise to elaborate on the material terms of your agreement, including any exclusivity provisions.
Response:
The agreements are described in detail in the Business section. We acknowledge the Staff’s comment and have included
additional disclosure on pages 8 and 66 of Amendment No. 1 accordingly.
Business
Government
and Environmental Regulation, page 76
6.
Please revise to reconcile the apparent inconsistency between these two statements: “Although not legally required to do so, we
strive to obtain certifications” and “We are subject to regulation related to quality and safety standards, including
safety certification.”
Response:
We acknowledge the Staff’s comment and have revised disclosure on page 72 of Amendment No. 1 accordingly.
*
* * *
2
We
appreciate the Staff’s comments and request the Staff contact Jurgita Ashley of Thompson Hine LLP at (330) 819-1221 or by email
(Jurgita.Ashley@ThompsonHine.com) with any questions or comments regarding this letter.
Very
truly yours,
/s/
Thompson Hine LLP
THOMPSON
HINE LLP
cc:
Asia
Timmons-Pierce, U.S. Securities and Exchange Commission
Andrew
Blume, U.S. Securities and Exchange Commission
Beverly
Singleton, U.S. Securities and Exchange Commission
Rani
Kohen, SQL Technologies Corp.
John
Campi, SQL Technologies Corp.
3
2022-01-06 - UPLOAD - SKYX Platforms Corp.
United States securities and exchange commission logo
January 6, 2022
John Campi
Chief Executive Officer
SQL Technologies Corp.
11030 Jones Bridge Road, Suite 206
Johns Creek, GA 30022
Re:SQL Technologies Corp.
Registration Statement on Form S-1
Filed December 22, 2021
No. 333-261829
Dear Mr. Campi:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Overview, page 1
1.We note your response to our prior comment six. Please further revise this section to
clearly distinguish between your current and new products. For example, the following
sentence seems to imply that your current product already incorporates "advanced" and
"smart" capabilities, which are described elsewhere as being launched in 2022: "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."
Clearly identify the "standard products" whose sales are being discontinued. Balance your
disclosure by clarifying, if true, that you have not yet begun to manufacture or
market your new products.
FirstName LastNameJohn Campi
Comapany NameSQL Technologies Corp.
January 6, 2022 Page 2
FirstName LastName
John Campi
SQL Technologies Corp.
January 6, 2022
Page 2
2.We note the statement on page 2 that you are discontinuing production of light fixtures
and ceiling fans that include the older version of your standard Sky Plug & Receptacle.
Please revise your disclosure to clarify whether you expect to continue producing ceiling
fans and lighting fixtures. If these products are being transitioned from first-generation to
second-generation technology, please describe this shift and when the newer products are
expected to be available.
Products, page 2
3.Please disclose the development status of each of your new products. Describe, for
instance, whether these are ready to be manufactured or prototypes still in development.
Smart Products, page 2
4.Please revise to clearly disclose your expected launch of your Smart Plug and Play Ceiling
Fans and Smart Plug and Play Lighting.
GE - General Electric Agreements, page 8
5.Please revise to elaborate on the material terms of your agreement, including any
exclusivity provisions.
Business
Government and Environmental Regulation, page 76
6.Please revise to reconcile the apparent inconsistency between these two statements:
"Although not legally required to do so, we strive to obtain certifications" and "We are
subject to regulation related to quality and safety standards, including safety certification."
FirstName LastNameJohn Campi
Comapany NameSQL Technologies Corp.
January 6, 2022 Page 3
FirstName LastName
John Campi
SQL Technologies Corp.
January 6, 2022
Page 3
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Andrew Blume at 202-551-3254 or Beverly Singleton at 202-551-3328
if you have questions regarding comments on the financial statements and related
matters. Please contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jurgita Ashley
2021-12-22 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
December
22, 2021
Via
EDGAR Transmission
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Manufacturing
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Jennifer Angelini
Re:
SQL
Technologies Corp.
Draft
Registration Statement on Form S-1
Submitted
November 12, 2021
CIK
No. 0001598981
Dear
Ms. Angelini:
On
behalf of SQL Technologies Corp. (the “Company”), we are writing in response to the letter from the staff (the
“Staff”) of the Division of Corporation Finance, Office of Manufacturing, of the U.S. Securities and Exchange
Commission (the “Commission”), dated December 9, 2021 (the “Comment Letter”), relating
to the Draft Registration Statement on Form S-1, submitted to the Commission on November 12, 2021. The Company’s responses to these
comments are set forth in this letter and in the Registration Statement on Form S-1, filed by the Company with the Commission
on December 22, 2021 (the “Registration Statement”).
Please
note that for the Staff’s convenience, we have recited the Staff’s comments and provided the Company’s response to
such comments immediately thereafter.
Draft
Registration Statement on Form S-1
Risk
Factors, page 20
1.
Please expand your risk factor disclosure to describe the risks associated with manufacturing in China.
Response:
We
acknowledge the Staff’s comment and have added risk factor disclosure on pages 29-30 of the Registration Statement accordingly.
We
have a limited operating history . . . , page 20
2.
You state that you have a limited operating history and refer to yourself as an “early-stage company.” By contrast, your
history on page 12 and elsewhere indicates you were organized in 2004, have been developing your technology since 2007, and generated
over $29 million in sales since 2015. Please revise your risk factor disclosure to reconcile this apparent inconsistency, with more tailored
disclosure describing the risks associated with your shift in business strategy as appropriate.
Response:
We
acknowledge the Staff’s comment and have revised the risk factor disclosure on page 20 of the Registration Statement accordingly.
Our
smart products and technologies will depend in part on access . . . , page 23
3.
We note that your ability to market smart products and technologies will rely on access to third-party platforms. Please disclose the
current state of such access, including whether you have been denied or granted, on a full or limited basis, platform access.
Response: We
acknowledge the Staff’s comment and have revised the risk factor disclosure on page
23 of the Registration Statement accordingly.
We
depend on third parties to provide integrated circuit chip sets . . . , page 28
4.
Please tailor your risk factor to disclose whether you have experienced shortages of integrated chips and/or other critical components
as a result of COVID-19, and analyze the related risks to your business.
Response:
We
acknowledge the Staff’s comment and have revised the risk factor disclosure on page 28 of the Registration Statement accordingly.
We
rely on a limited number of third-party manufacturers to produce our products . . . , page 29
5.
Please disclose the sources and availability of raw materials and the names of your principal suppliers. See Item 101(h)(4)(v) of Regulation
S-K.
Response:
We
acknowledge the Staff’s comment and have revised the disclosures on pages 13, 29 and 71-72 of the Registration Statement
accordingly.
2
Business,
page 62
6.
Please revise to provide a clear and concise description of your products and services, including the status of development and marketing.
Refer to Items 101(h)(4)(i) and (iii) of Regulation S-K. Please address each of the following:
●
You
state that you are winding down sales of your standard products in favor of launching your new line of products; please clearly identify
which of your products are being discontinued.
●
Describe
more fully your planned subscription services, including your anticipated timetable and market for these services.
●
Describe
any warranty services that you provide following product sales.
●
Describe
the obstacles you expect to overcome in order to develop and market your new products and/or services.
Response:
We
acknowledge the Staff’s comment and have revised the disclosures on pages 2, 11-12, 62, and 70-71 of the
Registration Statement accordingly.
7.
Please disclose whether installation of your technology and/or retrofitting of electrical devices requires the services of a licensed
electrician. Please also provide support for the statement that widespread adoption of your Smart Platform should eliminate many hazardous
incidents including ladder falls, electric shock/electrocutions, fires, carbon monoxide poisonings, injuries, and deaths.
Response:
We
acknowledge the Staff’s comment. The installation of the Smart Platform and retrofitting of electrical services does not require
the services of a licensed electrician, but does not preclude the services of a licensed electrician. We have also revised the disclosures
on pages 2, 8, 63 and 65 of the Registration Statement accordingly.
3
8.
Please fully describe the effect of governmental regulations on your business and clarify the need for any government approval of your
principal products or services, current and planned. See Items 101(h)(4)(viii) and (ix) of Regulation S-K. For example, describe the
industry regulations of the Environmental Protection Agency and significant overseas regulation referenced on page 32. With respect to
the statement, “[W]e may seek certification of our products from UL, United Laboratories of Canada (cUL) and Conformité
Européenne (CE),” please clearly identify whether you have sought certification and the current status of approval.
Response:
We
acknowledge the Staff’s comment and have revised the disclosures on pages 32 and 72 of the Registration Statement accordingly.
9.
Please describe the distribution methods for your products and services. See Item 101(h)(4)(ii) of Regulation S-K. Describe your primary
customers.
Response:
We
acknowledge the Staff’s comment and have revised the disclosures on pages 11 and 69 of the Registration
Statement accordingly.
10.
Please provide the duration of your intellectual property. See Item 101(h)(4)(vii) of Regulation S-K.
Response:
We
acknowledge the Staff’s comment and have revised the disclosures on pages 8 and 66 of the Registration
Statement accordingly.
11.
We note your disclosure that management will strive to achieve strong market penetration worldwide for your products. Please identify
your key markets outside the United States, current and planned.
Response:
We
acknowledge the Staff’s comment and have revised the disclosures on pages 12 and 71 of the Registration
Statement accordingly.
December
31, 2020 Audited Financial Statements
Note
2. Summary of Significant Accounting Policies
Stock-based
Compensation, page F-14
12.
We note that your nonemployee stock based compensation accounting policy disclosures on pages F-15 and F-48 reference ASC 505-50. Please
tell us if you have adopted ASU 2018-07, which more closely aligns the accounting for nonemployee awards with the existing accounting
model for employee awards. If you have not adopted the standard, revise your accounting policy, financial statements, and disclosures
as necessary and tell us in detail how adoption impacted your financial statements. If you have adopted the standard, clarify why your
accounting policy does not appear consistent with the standard and revise your disclosures accordingly.
Response: We
acknowledge the Staff’s comment and have revised the notes disclosures in the Registration
Statement accordingly. The Company has adopted ASU 2018-07. Revisions to the notes disclosures
had no impact on the financial statements.
*
* * *
4
We
appreciate the Staff’s comments and request the Staff contact Jurgita Ashley of Thompson Hine LLP at (330) 819-1221 or by email
(Jurgita.Ashley@ThompsonHine.com) with any questions or comments regarding this letter.
Very
truly yours,
/s/
Thompson Hine LLP
THOMPSON
HINE LLP
cc:
Asia
Timmons-Pierce, U.S. Securities and Exchange Commission
Andrew
Blume, U.S. Securities and Exchange Commission
Beverly
Singleton, U.S. Securities and Exchange Commission
Rani
Kohen, SQL Technologies Corp.
John
Campi, SQL Technologies Corp.
5
2021-12-09 - UPLOAD - SKYX Platforms Corp.
United States securities and exchange commission logo
December 9, 2021
John Campi
Chief Executive Officer
SQL Technologies Corp.
11030 Jones Bridge Road, Suite 206
Johns Creek, GA 30022
Re:SQL Technologies Corp.
Draft Registration Statement on Form S-1
Submitted November 12, 2021
CIK No. 0001598981
Dear Mr. Campi:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Risk Factors, page 20
1.Please expand your risk factor disclosure to describe the risks associated with
manufacturing in China.
We have a limited operating history . . . , page 20
2.You state that you have a limited operating history and refer to yourself as an "early-stage
company." By contrast, your history on page 12 and elsewhere indicates you were
organized in 2004, have been developing your technology since 2007, and generated over
$29 million in sales since 2015. Please revise your risk factor disclosure to reconcile this
FirstName LastNameJohn Campi
Comapany NameSQL Technologies Corp.
December 9, 2021 Page 2
FirstName LastNameJohn Campi
SQL Technologies Corp.
December 9, 2021
Page 2
apparent inconsistency, with more tailored disclosure describing the risks associated with
your shift in business strategy as appropriate.
Our smart products and technologies will depend in part on access . . . , page 23
3.We note that your ability to market smart products and technologies will rely on access to
third-party platforms. Please disclose the current state of such access, including whether
you have been denied or granted, on a full or limited basis, platform access.
We depend on third parties to provide integrated circuit chip sets . . . , page 28
4.Please tailor your risk factor to disclose whether you have experienced shortages of
integrated chips and/or other critical components as a result of COVID-19, and analyze
the related risks to your business.
We rely on a limited number of third-party manufacturers to produce our products . . . , page 29
5.Please disclose the sources and availability of raw materials and the names of your
principal suppliers. See Item 101(h)(4)(v) of Regulation S-K.
Business, page 62
6.Please revise to provide a clear and concise description of your products and services,
including the status of development and marketing. Refer to Items 101(h)(4)(i) and (iii) of
Regulation S-K. Please address each of the following:
•You state that you are winding down sales of your standard products in favor of
launching your new line of products; please clearly identify which of your products
are being discontinued.
•Describe more fully your planned subscription services, including your anticipated
timetable and market for these services.
•Describe any warranty services that you provide following product sales.
•Describe the obstacles you expect to overcome in order to develop and market your
new products and/or services.
7.Please disclose whether installation of your technology and/or retrofitting of electrical
devices requires the services of a licensed electrician. Please also provide support for the
statement that widespread adoption of your Smart Platform should eliminate many
hazardous incidents including ladder falls, electric shock/electrocutions, fires, carbon
monoxide poisonings, injuries, and deaths.
8.Please fully describe the effect of governmental regulations on your business and clarify
the need for any government approval of your principal products or services, current and
planned. See Items 101(h)(4)(viii) and (ix) of Regulation S-K. For example, describe the
FirstName LastNameJohn Campi
Comapany NameSQL Technologies Corp.
December 9, 2021 Page 3
FirstName LastName
John Campi
SQL Technologies Corp.
December 9, 2021
Page 3
industry regulations of the Environmental Protection Agency and significant overseas
regulation referenced on page 32. With respect to the statement, "[W]e may seek
certification of our products from UL, United Laboratories of Canada (cUL) and
Conformité Européenne (CE)," please clearly identify whether you have sought
certification and the current status of approval.
9.Please describe the distribution methods for your products and services. See Item
101(h)(4)(ii) of Regulation S-K. Describe your primary customers.
10.Please provide the duration of your intellectual property. See Item 101(h)(4)(vii) of
Regulation S-K.
11.We note your disclosure that management will strive to achieve strong market penetration
worldwide for your products. Please identify your key markets outside the United States,
current and planned.
December 31, 2020 Audited Financial Statements
Note 2. Summary of Significant Accounting Policies
Stock-based Compensation, page F-14
12.We note that your nonemployee stock based compensation accounting policy disclosures
on pages F-15 and F-48 reference ASC 505-50. Please tell us if you have adopted ASU
2018-07, which more closely aligns the accounting for nonemployee awards with the
existing accounting model for employee awards. If you have not adopted the standard,
revise your accounting policy, financial statements, and disclosures as necessary and tell
us in detail how adoption impacted your financial statements. If you have adopted the
standard, clarify why your accounting policy does not appear consistent with the standard
and revise your disclosures accordingly.
You may contact Andrew Blume at 202-551-3254 or Beverly Singleton at 202-551-3328
if you have questions regarding comments on the financial statements and related matters.
Please contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Jurgita Ashley
2016-07-08 - CORRESP - SKYX Platforms Corp.
CORRESP
1
filename1.htm
SAFETY QUICK LIGHTING & FANS CORP.
4400 North Point Parkway, Suite 154
Alpharetta, GA 30022
Tel: (770) 754-4711
Via Edgar
July 8, 2016
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Emily
Drazen, Esq.
Larry
Spirgel, Assistant Director
Re: Safety
Quick Lighting & Fans Corp.
Preliminary
Information Statement Filed on Schedule 14C
Filed
July 1, 2016
File
No. 000-55416
Ladies and Gentlemen:
On behalf of Safety Quick Lighting & Fans
Corp. (the “Company”), we are writing to respond to the comments raised in the letter, dated July 6, 2016, from the
staff of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Preliminary Information
Statement on Form 14C filed with the Commission on July 1, 2016 (the “Schedule 14C”). The Company’s responses
below correspond to the captions and numbers of those comments, which are reproduced below in italics. In response to your comments,
the Company has amended the Schedule 14C, as appropriate, filed an amended copy of the Schedule 14C with the Commission, and sent
you a marked copy of the Schedule 14C to highlight the changes. Capitalized terms used in this letter but not otherwise defined
herein have the meanings assigned to them in the Information Statement.
General
Comment
1: We
note your disclosure that the majority shareholders provided approval by written consent
for these actions. However, according to your beneficial ownership table no party owns
more than 50 percent of the outstanding shares. Please specify who provided written consent
for these actions and describe the events that led to your receipt of the written consents.
Additionally, provide a detailed legal analysis of the basis on which you concluded that
the process of obtaining the consents did not involve a solicitation within the meaning
of Exchange Act Rule 14a-1(l).
Response:
In
response to the Commission’s comment, the Company obtained the written consent
of three shareholders of the Company whose ownership represents approximately 56.82%
of the issued and outstanding shares of common stock as of June 29, 2016. The three consenting
shareholders were Dov Shiff (22.93%), KRNB Holdings LLC (17.19%) and Motek 7 SQL LLC
(16.69%) (collectively, the “Consenting Shareholders”). The percentage beneficial
ownership reported in the Company’s beneficial ownership table for all but Mr.
Shiff match the percentages above; the difference is explained by the 4,290,000 shares
of common stock beneficially owned by Mr. Shiff and issuable to Mr. Shiff upon conversion
or exercise of a note and warrant, as the case may be, as further described in footnote
5 to the beneficial ownership table.
1
The
Company does not believe that the communications between the Consenting Shareholders
involved a solicitation within the meaning of Rule 14a-1(l)(1) of the Exchange Act. Rather,
the Company believes that these communications fall within the purview of communications
that do not constitute solicitation under Rule 14a-l (l)(2)(i), which excludes from the
definition of a “solicitation” the “furnishing of a form of proxy to
a security holder upon the unsolicited request of such security holder”, and/or
Rule 14a-l (l)(2)(iv), which excludes “a communication by a security holder who
does not otherwise engage in a proxy solicitation (other than a solicitation exempt under
section 240.14a–2) stating how the security holder intends to vote and the reasons
therefor, provided that the communication… (C) is made in response to unsolicited
requests for additional information with respect to a prior communication by the security
holder made pursuant to 14a-1(l)(2)(iv)”.
The
Consenting Shareholders are founding members of the Company, and two are currently members
of the Company’s Board of Directors (Mr. Shiff and Mr. Kohen, Manager of KRNB Holdings
LLC). The Consenting Shareholders informally discussed their desire to effectuate the
actions outlined in the Schedule 14C. Following informal discussions among founding shareholders
and officers of the Company, the Company’s Board of Directors proceeded with resolutions
concerning the actions outlined in the Schedule 14C, which was followed by the Consenting
Shareholders written consent. The communications between the Consenting Shareholders
entailed collaborative discussions between a small group of active shareholders who are
all long-term founding members of and significant investors in the Company, for the purpose
of exploring steps that would be in the best interests of the Company and all of its
shareholders. Furthermore, no commission or remuneration was paid in obtaining the consents
from the Consenting Shareholders.
As
such, it is the Company’s position that the process of obtaining consents did not
involve a solicitation within the meaning of Exchange Act Rule 14a-1(l). The Company
therefore believes that the use of an Information Statement on Schedule 14C is the appropriate
form for communication of the corporate actions to the Company’s shareholders.
Action Four
Comment 2: Please
expand your disclosure to discuss the purpose for the proposed name change. Please advise
if the name change is in connection to a change in business or control.
Response: In
response to the Commission’s comment, the Company has revised the Schedule 14C
to discuss the purpose of the proposed name change and to clarify that the name change
is not in connection with a change in business or control of the Company. Please see
page 20 of the Schedule 14C.
Action Five
Comment
3: Please
expand your disclosure to discuss the purpose for the designation of a class of convertible
preferred stock. Additionally, discuss any current plans for these shares once designated,
any potential dilution upon conversion and the terms of the designation in the body of
the disclosure.
Response: In
response to the Commission’s comment, the Company has revised the Schedule 14C
to expand the Company’s disclosure concerning the purpose of the designation of
a class of convertible preferred stock, the intended plans, the potential impact on dilution
upon conversion, and the general terms of the designation. Please see page 21 of the
Schedule 14C.
2
Also,
the Company has revised the Certificate of Designation attached as Appendix B to the
Schedule 14C, removing the automatic conversion provision in Section 5(b) and adding a put option provision in Section 10(c),
in order to
reflect a
change to the
rights of the Preferred Stock. The written consents by the
Board of Directors and the Consenting Shareholders both approve the Certificate of
Designation in substantially the form reviewed, and authorize the officers and
directors to take such actions and deliver such documents as reasonably deemed
necessary to effectuate the resolutions, which includes revising the terms of
the Preferred Stock.
In connection with the above responses, the
Company hereby acknowledges the following:
· The
Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff
comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
· The
Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
Thank you in advance for your attention to
this matter. If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso,
Company Counsel, at (212) 908-3958.
Respectfully,
SAFETY
QUICK LIGHTING & FANS CORP.
/s/
John P. Campi
Name: John
P. Campi
Title: Chief
Executive Officer
cc: Rani
Kohen, Chairman, Safety Quick Lighting & Fans Corp.
Peter
J. Gennuso, Esq.
3
2016-07-08 - UPLOAD - SKYX Platforms Corp.
Mail Stop 3720 July 8, 2016 Mr. John P. Campi Chief Executive Office Safety Quick Lighting & Fans Corp. 4400 North Point Parkway, Suite 154 Alpharetta, GA 30022 Re: Safety Quick Lighting & Fans Corp. Preliminary Information Statement Filed on Schedule 14C Filed July 1, 2016 File No. 000-55416 Dear Mr. Campi : We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable rules require. Sincerely, Larry Spirgel Assistant Director AD Office 11 – Telecommunications cc: Peter J. Gennuso, Esq. Thompson Hine LLP
2016-07-06 - UPLOAD - SKYX Platforms Corp.
Mail Stop 3720 July 6, 2016 Mr. John P. Campi Chief Executive Office Safety Quick Lighting & Fans Corp. 4400 North Point Parkway, Suite 154 Alpharetta, GA 30022 Re: Safety Quick Lighting & Fans Corp. Preliminary Information Statement Filed on Schedule 14C Filed July 1, 2016 File No. 000-55416 Dear Mr. Campi : We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by amending your filing or by advising us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to these comments, we may have additional comments. We urge all persons who are responsible for the acc uracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all fact s relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. General 1. We note your disclosure that the majority shareholders provided approval by written consent for the se actions. However, according to your beneficial ownership table no party owns more than 50 percent of the outstanding shares. Please specify who provided written consent for the se action s and describe the events that led to your rec eipt of the written consents. Additionally, provide a detailed legal analysis of the basis on which you John P. Campi Safety Quick Lighting & Fans Corp. July 6, 2016 Page 2 concluded that the process of obtaining the consents did not involve a solicitation within the meaning of Exchange Act Rule 14a -1(l). Action Four Approval and Authorization to Change the Compan y’s Name, page 20 2. Please expand your disclosure to discuss the purpose for the proposed name change. Please advise if the name change is in connection to a change in business or control. Action Five Approval and Authorization to Designate a Class of Convertible Preferred Stock, page 20 3. Please expand your disclosure to discuss the purpose for the designation of a class of convertible preferred stock. Additionally, discuss any current plans for these shares once designated, any potential dilution upon conversion and the terms of the design ation in the body of the disclosure. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or cha nges to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person unde r the federal securities laws of the United States. Please contact Emily C. Drazan, Staff Attorney at (202) 551 -3208 , Celeste M. Murphy, Legal Branch Chief at (202) 551 -3257 or me at (202) 551 -3810 with any questions. Sincerely, /s/ Celest e M. Murphy for Larry Spirgel Assistant Director AD Office 11 – Telecommunications cc: Peter J. Gennuso, Esq. Thompson Hine LLP
2016-01-14 - CORRESP - SKYX Platforms Corp.
CORRESP
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SAFETY QUICK LIGHTING & FANS CORP.
4400 North Point Parkway, Suite 154
Alpharetta, GA 30022
Tel: (770) 754-4711
Via Edgar
January 15, 2016
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Emily Drazen, Esq.
Larry Spirgel, Assistant
Director
RE: Safety
Quick Lighting & Fans Corp
Registration Statement on Form S-1
Filed January 11, 2016
File No. 333-208959
Ladies and Gentlemen:
Safety Quick Lighting & Fans Corp. (the
“Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the
“Commission”) on January 11, 2016 (the “Registration Statement”), so that such Registration Statement
will become effective as of 12:00 p.m. Eastern Standard Time, on January 20, 2016, or as soon thereafter as practicable.
On January 14, 2016, the Company’s filing
agent mistakenly filed a draft prospectus (based on the Registration Statement) under an incorrect registration number, instead
of the Company’s acceleration request, which should be disregarded.
In connection with our request, the Company
hereby acknowledges the following:
• Should the Commission or the staff, acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and
• The Company may not assert staff comments and the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.
Thank you in advance for your attention to
this matter. If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso,
Company Counsel, at (212) 908-3958.
Respectfully,
SAFETY QUICK LIGHTING & FANS CORP.
/s/ John P. Campi
Name: John P. Campi
Title: Chief Executive Officer
cc: Rani Kohen, Chairman, Safety Quick Lighting & Fans Corp.
Peter J. Gennuso, Esq.
2016-01-12 - UPLOAD - SKYX Platforms Corp.
Mail Stop 3720 January 12, 2016 Mr. John P. Campi Chief Executive Office Safety Quick Lighting & Fans Corp. 4400 North Point Parkway, Suite 154 Alpharetta, GA 30022 Re: Safety Quick Lighting & Fans Corp. Registration Statement on Form S-1 Filed January 11, 2016 File No. 333-208959 Dear Mr. Campi : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. John P. Campi Safety Quick Lighting & Fans Corp. January 12, 2016 Page 2 Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Emily C. Drazan, Staff Attorney at (202) 551 -3208 with any questions. Sincerely, /s/ Celeste M. Murphy for Larry Spirgel Assistant Director AD Office 11 – Telecommunications cc: Peter J. Gennuso, Esq. Thompson Hine LLP
2014-10-22 - CORRESP - SKYX Platforms Corp.
CORRESP
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SAFETY QUICK LIGHTING & FANS CORP.
One Buckhead Plaza
3060 Peachtree Road, Suite 390
Atlanta, GA 30305
Tel: (770) 754-4711
Via Edgar
October 22, 2014
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Kathleen Krebs, Special Counsel
Kate Beukenkamp, Attorney Adviser
Emily Drazen, Esq.
Larry Spirgel, Assistant Director
Claire DeLabar, Senior Staff Accountant
Terry French, Accountant Branch Chief
Re:
Safety Quick Lighting & Fans Corp.
Post-Effective Registration Statement Amendment No. 3 to Form S-1
Filed August 1, 2014, as amended August 5, 2014, September 22, 2014 and October 6, 2014
File No. 333-197821
Ladies and Gentlemen:
Safety Quick Lighting & Fans Corp. (the
“Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the
“Commission”) on August 1, 2014, as amended August 5, 2014, September 22, 2014 and October 6, 2014 (the “Registration
Statement”), so that such Registration Statement will become effective as of 3:00 p.m., Wednesday, October 22, 2014, or as
soon thereafter as practicable.
In connection with our request, the Company
hereby acknowledges the following:
• Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and
• The Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.
Thank you in advance for your attention to
this matter. If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso, Company
Counsel, at (212) 908-3958.
Respectfully,
SAFETY QUICK LIGHTING & FANS CORP.
/s/ James R. Hills
Name: James R. Hills
Title: Chief Executive Officer
cc:
Rani Kohen, Chairman, Safety Quick Lighting & Fans Corp.
Peter J. Gennuso, Esq.
2014-10-17 - CORRESP - SKYX Platforms Corp.
CORRESP
1
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SAFETY QUICK LIGHTING & FANS CORP.
One Buckhead Plaza
3060 Peachtree Road, Suite 390
Atlanta, GA 30305
Tel: (770) 754-4711
Via Edgar
October 17, 2014
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Kathleen Krebs, Special Counsel
Kate Beukenkamp, Attorney Adviser
Emily Drazen, Esq.
Larry Spirgel, Assistant Director
Claire DeLabar, Senior Staff Accountant
Terry French, Accountant Branch Chief
Re:
Safety Quick Lighting & Fans Corp.
Registration Statement Amendment No. 3 to Form S-1
Filed August 1, 2014, as amended August 5, 2014, September 22, 2014 and October 6, 2014
File No. 333-197821
Ladies and Gentlemen:
Safety Quick Lighting & Fans Corp. (the
“Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the
“Commission”) on August 1, 2014, as amended August 5, 2014, September 22, 2014 and October 6, 2014 (the “Registration
Statement”), so that such Registration Statement will become effective as of 5:00 p.m., Tuesday, October 21, 2014, or as
soon thereafter as practicable.
In connection with our request, the Company
hereby acknowledges the following:
• Should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;
• The action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and
• The Company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal laws of the United States.
Thank you in advance for your attention to
this matter. If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso, Company
Counsel, at (212) 908-3958.
Respectfully,
SAFETY QUICK LIGHTING & FANS CORP.
/s/ James R. Hills
Name: James R. Hills
Title: Chief Executive Officer
cc:
Rani Kohen, Chairman, Safety Quick Lighting & Fans Corp.
Peter J. Gennuso, Esq.
2014-10-17 - CORRESP - SKYX Platforms Corp.
CORRESP
1
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SAFETY QUICK LIGHTING & FANS CORP.
One Buckhead Plaza
3060 Peachtree Road, Suite 390
Atlanta, GA 30305
Tel: (770) 754-4711
Via Edgar
October 17, 2014
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Kathleen Krebs, Special Counsel
Kate Beukenkamp, Attorney Adviser
Emily Drazen, Esq.
Larry Spirgel, Assistant Director
Claire DeLabar, Senior Staff Accountant
Terry French, Accountant Branch Chief
Re:
Safety Quick Lighting & Fans Corp.
Registration Statement Amendment No. 3 to Form S-1
Filed August 1, 2014, as amended August 5, 2014, September 22, 2014 and October 6, 2014
File No. 333-197821
Ladies and Gentlemen:
On behalf of Safety Quick Lighting & Fans
Corp. (the “Company”), we are writing to respond to the comment communicated to our counsel, Peter J. Gennuso, by Kate
Beukenkamp of the Securities and Exchange Commission (the “Commission”) on October 16, 2014 regarding the Company’s
Registration Statement on Form S-1 filed with the Commission on August 1, 2014, as amended August 5, 2014, September 22, 2014 and
October 6, 2014 (the “Registration Statement”).
The Company hereby confirms that, as of the
date hereof, there have been no material adverse effects on or results to the Company’s financial statements since the June
30, 2014 financial statements filed by the Company in the Registration Statement.
Thank you in advance for your attention to
this matter. If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso, Company
Counsel, at (212) 908-3958.
Respectfully,
SAFETY QUICK LIGHTING & FANS CORP.
/s/ James R. Hills
Name: James R. Hills
Title: Chief Executive Officer
cc:
Rani Kohen, Chairman, Safety Quick Lighting & Fans Corp.
Peter J. Gennuso, Esq.
2014-10-03 - UPLOAD - SKYX Platforms Corp.
October 2, 2014 Via E -mail Mr. James R. Hills Chief Executive Officer Safety Quick Lighting & Fan Corp. One Buckhead Plaza 3060 Peachtree Road, Suite 390 Atlanta, GA 30305 Re: Safety Quick Lighting & Fan Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed September 22, 2014 File No. 333-197821 Dear Mr. Hills : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. General 1. We have considered your response to comment 1 from our letter dated August 28, 2014. Please tell us why you are registering all of the company’s outstanding common shares and all shares underlying convertible and exchangeable securities. For the shares being registered that were not part of the notes and warrants offerings, tell us when and how the shareholders received their shares. James R. Hills Safety Quick Lighting & Fan Corp. October 2, 2014 Page 2 Selling Shareholders, page 22 2. Please revis e the fourth paragraph to state that you have 35,500,000 shares outstanding as of August 31, 2014, rather than 63,485,919 shares outstanding. 3. Please identify here and under “Principal Shareholders” on page 50 the shareholders who have agreed to lock up th eir shares pursuant to the terms of a Lock -Up and Leak -Out Agreement. Disclose the aggregate number of shares locked -up and the date when the lock-up ends. Disclose the material terms of the Lock -Up and Leak -Out Agreement, including that shareholders may begin selling their shares prior to the end of the 24 - month lock -up period upon the earlier of November 1, 2014, or the date of effectiveness of this registration statement. Explain that the ability to sell and amount of shares that shareholders may sell depends upon the then current trading price and trading volume of the company’s shares. Disclose these terms under “Lock -Up Agreements” on page 53. You may contact Claire DeLabar, Senior Staff Accountant , at 202-551-3349 or Terry French, Accountant Branch Chief, at 202 -551-3828 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp, Attorney - Advisor, at 202-551-6971 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other questions. Sincerely, /s/ Kathleen Krebs, for Larry Spirgel Assistant Director cc: Via E -mail Peter J. Gennuso, Esq. Thompson Hine LLP
2014-08-28 - UPLOAD - SKYX Platforms Corp.
August 28, 2014 Via E -mail Mr. James R. Hills Chief Executive Officer Safety Quick Lighting & Fan Corp. One Buckhead Plaza 3060 Peachtree Road, Suite 390 Atlanta, GA 30305 Re: Safety Quick Lighting & Fan Corp. Registration Statement on Form S-1 Filed August 1, 2014 , as amended August 5, 2014 File No. 333-197821 Dear Mr. Hills : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. General 1. We note that you are registering for resale all of your 35,500,000 outstanding shares of common stock as well as an additional 27,985,919 shares of common stock underlying convertible and exchangeable securities. Please provide your analysis of w hy the offering is a true secondary offering and not an indirect offering by the company through the selling shareholders to create a market in your shares. Please note that, if the offering is deemed to be an indirect primary offering, the selling shareh olders must be identified as underwriters and the offering price of the shares must be fixed for the duration of the offering. Please refer to our Compliance and Disclosure Interpretations, Securities Act Rules, Section 612.09, available on our website at http://www.sec.gov/divisions/corpfin/cfguidance.shtml . James R. Hills Safety Quick Lighting & Fan Corp. August 28, 2014 Page 2 2. Please revise your disclosure throughout the registration statement to make clear whether you intend to seek quotation on the OTCBB. On page 3 you state that you “intend to have an application fi led on our behalf.” However, on the prospectus cover page and page 51 you state that you “have not made a decision to seek quotation on the O ver-the- Counter Bulletin Board .” Prospectus Cover Page 3. Please disclose the exercise and conversi on prices of the options, warrants and convertible debt whose underlying shares you are registering. Remove from the prospectus cover page the potential proceeds you may receive upon exercise of the options and warrants since the holders of these securiti es may never exercise them. Prospectus Summary, page 1 4. Please disclose in the Prospectus Summary and Risk Factors that your auditors have issued a going concern opinion, explaining what that means. Our History, page 2 5. Please disclose the extent to whic h you have manufactured or sold any light fixtures or ceiling fans incorporating your SQL technology. The Offering, page 3 6. Please disclose on page 4 and under “Convertible Notes Offering” on page 20 the material terms of the convertible notes and warrants issued in your notes offerings. Also disclose the principal amount of 12% and 15% Secured Convertible Promissory Notes outstanding and the amount of net proceeds received by the company from the notes offerings. Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations, page 26 7. In this section you discuss the License Agreement with General Electric Company entered into in June 2011 as part of your new business model. However, on page 27 you discuss how revenues, for example, decreased to $0 in 2013 from $78,000 in 2012 as attributed to the company’s reengineering of its business model to reflect a new business direction. Please reconcile these disclosures. 8. Please discuss the steps, timing and capital resources needed to imp lement your new business model. James R. Hills Safety Quick Lighting & Fan Corp. August 28, 2014 Page 3 Business, page 39 9. Please discuss the current status of your operations. Discuss where you are in implementing your new business model. Overview, page 39 10. You state in this section that your socket and plug products can support appliances up to 50 pounds. However, on page F -40, for example, you state that your device can hold up to 200 pounds. Please reconcile and revise. Intellectual Property, page 42 11. Please revise your disclosure to make clear whether the patents p ending in China and India cover the same technology for patents issued in the U.S. Additionally, it does not appear that you have any operations in India. Please explain why you have one issued and one pending patent application in this country. Financ ial statements Note 5 – Debt, page F -21 12. Please expand the disclosure to clarify that the $120,000 of notes payable in default as of December 31, 2013 is classified as a current liability. Age of Financial Statements 13. Update the financial statements and other financial information in the filing to include the interim period ended June 30, 2014. Please refer to the guidance in Rule 8 -08 of Regulation S -X. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the fili ng to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsi ble for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company ackn owledging that: James R. Hills Safety Quick Lighting & Fan Corp. August 28, 2014 Page 4 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, a cting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the decla ration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written re quest for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 193 4 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Claire DeLabar, Senior Staff Accountant , at 202-551-3349 or Terry French, Accountant Branch Chief, at 202 -551-3828 if you have questions regarding comments on the financial statements and related matters. Please contact Kate Beukenkamp, Attorney - Advisor, at 202-551-6971 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any other questions. Sincerely, /s/ Kathleen Krebs, for Larry Spirgel Assistant Director cc: Via E -mail Peter J. Gennuso, Esq. Thompson Hine LLP