Material Agreement, Amendments to Bylaws (Form 8-K)

On November 24, 2025, SKYX Platforms Corp. (the "Company") received a Securities Purchase Agreement (the "Purchase Agreement") from an existing strategic investor, and the Company signed and closed on such agreement on December 5, 2025, for gross proceeds of $1.0 million. Pursuant to the Purchase Agreement, the investor purchased 40,000 shares of a series of newly-authorized Series A-2 Preferred Stock, no par value per share (the "Series A-2 Preferred Stock"), at a purchase price of $25.00 per share with no price protection.

The Purchase Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties, and provides the purchasers with certain registration rights. The Company intends to use the proceeds for working capital and other general corporate purposes.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission (the "SEC").

The disclosures set forth under Item 1.01 and Item 5.03 of this Current Report are incorporated by reference in this Item 3.02. The issuance of the Series A-2 Preferred Stock was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and Rule 506 promulgated thereunder, as transactions by the Company not involving a public offering.

On December 2, 2025, the Company filed the Certificate of Designation of Rights, Preferences and Privileges of Series A-2 Preferred Stock (the "Series A-2 Certificate of Designation"), designating 40,000 shares of newly-authorized convertible Series A-2 Preferred Stock, with the Division of Corporations of the Florida Department of State.

The Series A-2 Certificate of Designation provides for cumulative cash dividends at an annual rate of 8% of the original issue price of $25.00 per share of Series A-2 Preferred Stock, payable quarterly in arrears. In the event the full cumulative dividends are not paid on a dividend payment date, dividends will accrue on the sum of the original issue price, plus the amount of unpaid dividends, at an annual rate of 12%, until such date as the Company has paid all previously accrued but unpaid dividends. The dividends may be paid in cash, or up to 50% of the dividend may be paid in shares of the Company's common stock, valuing the Common Stock based on the average closing price per share for the 10 trading days immediately prior to the dividend record date, at the Company's election, or the full dividend may be paid in shares of Common Stock upon agreement by the Company and the holder. Up to 400,000 shares of common stock are reserved for the payment of dividends, in the aggregate, to all holders of Series A-2 Preferred Stock. In addition, holders of Series A-2 Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Company's common stock on an as-converted basis.