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17. EQUITY
6 Months Ended
Jun. 30, 2026
Notes  
17. EQUITY

17.EQUITY 

 

During the six months ended June 30, 2026 and 2025, the Company issued 342,624 and 366,828 shares of common stock for non-cash payments of accounts payable of $905,423 and $1,330,599, respectively. During the six months ended June 30, 2026 and 2025, the Company issued 224,787 and 18,542 shares of common stock, for conversion of debt, amounting to $811,359 and $192,573 net of offering costs of $0, respectively.

 

During the six months ended June 30, 2026 and 2025, the Company issued 4,781,795 and 0 shares of common stock, respectively, for acceptance of share subscriptions, amounting to $13,907,446 and $0 net of offering costs of $1,367,497 and $0, respectively. These costs consisted of legal, marketing, accounting, printing, administration, broker-dealer, escrow and filing fees directly related to their respective offerings.

 

On June 14, 2024, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2024 Reg A Offering”). Under the 2024 Reg A Offering, the Company proposed to sell up to 416,667 shares (“Shares”) at a price of $48.00 per Share, and up to 606,528 shares of common stock underlying warrants issued in the Company’s 2021 Reg A Offering, exercisable at a price of $36.00 per warrant.

 

On March 5, 2026, the Company filed its Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to (i) effect on the corporate level a one-for-eight (1-for-8) reverse stock split (the “Reverse Stock Split”) of the Company’s shares of Common Stock, par value $0.0001 (the “Common Stock”). The reverse stock split was effective on March 15, 2026, at 11:59pm Eastern Time and the split has been retroactively applied to all share and per share amounts presented in the financial statements.

 

The Common Stock began trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on March 16, 2026. The trading symbols for the Common Stock will remain “SKYQ”. The next CUSIP number for the Common Stock following the Reverse Stock Split is 83087C303.

 

As a result of the Reverse Stock Split, every eight (8) shares of the pre-split issued and outstanding shares of Common Stock automatically converted into one (1) post-split share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, registered stockholders who would be entitled to receive fractional shares of Common Stock because they held a number of shares not evenly divisible by the Reverse Stock Split ratio had their fractional share rounded up to the nearest whole number of shares of Common Stock. No cash was paid in lieu of fractional shares.

 

The Reverse Stock Split had no effect on the number of authorized shares of Common Stock nor the par value of the Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock Split resulted in some of the stockholders’ fractional shares being rounded up).

 

On April 8, 2026, Company convertible note holder Varie Asset Management, LLC elected to convert $125,000 of the principal and $11,099.80 of its interest due on the Note issued by Borrower on July 21, 2025, into 34,025 shares of our common stock.

 

On April 8, 2026, Company convertible note holder Varie Asset Management, LLC elected to convert $150,000 of the principal and $16,556.93 of its interest due on the Note issued by Borrower on May 22, 2025, into 41,640 shares of our common stock.

 

On April 13, 2026, Company convertible note holder Varie Asset Management, LLC elected to convert $175,000 of the principal and $13,308.03 of its interest due on the Note issued by Borrower on August 29, 2025, into 49,039 shares of our common stock.

 

On April 22, 2026, in connection with its At-the Market Program (the “ATM Program”), the Company entered into that certain Amended and Restated Sales Agreement (the “A&R Sales Agreement”) with Muriel Siebert & Co., LLC (“Siebert” or the “Agent”), pursuant to which Siebert replaced Cantor Fitzgerald & Co. (“Cantor”) as the principal and/or the sole designated sales agent. The material terms and conditions of the Sales Agreement, dated January 12, 2026, by and between the Company and Cantor otherwise remain unchanged.

 

On April 22, 2026, in connection with its ATM Program, the Company filed a prospectus supplement with the SEC, updating the aggregate sales price to up to $12,600,000, pursuant to the A&R Sales Agreement. As of June 28, 2026 the Company issued 822,764 shares of common stock through Siebert under the ATM Program, generating net proceeds to the Company of $4,803,278.

 

On May 27, 2026 the Compensation Committee of the Board of Directors granted and the Company issued a total of 199,500 shares of its common stock to its Directors and eight other employees of the Company pursuant to the Company’s 2020 Stock Plan.

 

On June 18, 2026, the Company issued 300,000 shares of its restricted common stock in connection with executing an advisory and consulting agreement with Quantum PR OU for a six month engagement.

 

From April 23, 2026 until June 24, 2026, under the previously announced ATM equity sales program, the Company issued 4,355,652 shares of common stock and received net proceeds after offering expenses of $12,221,999 during the second quarter. The proceeds were allocated for working capital purposes.

 

The table below sets forth the shares reserved as of June 30, 2026, by the Company for future potential issuance.

 

 

Maximum Issuable

Company Stock Option Plan

500,000

 

 

Common Share Purchase Warrants issued

790,833

Shares issuable on exercise of outstanding Offering Warrants
issued under the Reg A Offering

0

Shares issuable on exercise of outstanding Brokers Warrants issued
under the Reg A Offering

6,065

Reservation for conversion of maximum issuable common shares

416,667

Shares issuable on exercise of outstanding Brokers Warrants issued
under the Reg A Offering

3,214

Reservation for convertible note

328,539

TOTAL SHARES RESERVED FOR ISSUANCE

2,045,318

 

On June 14, 2024, the Company entered into an engagement agreement with Digital Offering, LLC to provide broker-dealer services in connection with the 2024 Reg A Offering. Under the terms of the engagement letter, the Company will issue a warrant to purchase one share of the Company’s common stock (an “Agent Warrant”) equal to 2.30% of the total Shares sold to investors under the offering at an exercise price of $7.50 per share and subject to transfer, lock-up and exercise restrictions as set forth in Rule 5110 of the Financial Industry Regulatory Authority, Inc (“FINRA”), as applicable. The 2024 Reg A Offering closed on October 9, 2024, and 25,714 Agent Warrants were issued to Digital Offering, LLC in connection with its services under the 2024 Reg A Offering.

 

As of June 30, 2026, the Company had a total of 796,987 warrants issued and outstanding each to purchase one share of common stock, exercisable at a range from $60 to $3.84 per share for cash and a range length of time to exercise from 0.8 to 5 years. There were 800,113 warrants to purchase common stock outstanding as of December 31, 2025.