SkyAI Announces Intention to Commence Cash Tender Offer to Purchase Common Stock and Pre-funded Warrants at $3.00 Per Share/Pre-funded Warrant

Holders could sell directly to SkyAI or retain their investment; neither the company nor its board recommends whether to tender.

Rhea-AI Summary

SkyAI (SKYA) intends to launch a cash tender offer at $3.00 per security for its common stock and three warrant classes. Expected terms cover up to 95% of each class: 46.37M shares and 20.72M cash pre-funded, cryptocurrency pre-funded and strategic advisor warrants, for approximately $201M maximum. The price represents a 65% premium to the October 9, 2026 close and over 100% to the 60-day volume-weighted average price.

SkyAI expects commencement on or about October 15, 2026, lasting 10 business days unless extended or terminated earlier. The offer has not commenced and may not commence. Conditions include at least 50% participation in each class and SOL closing above $100 throughout the offer period. Purchases would use cash and SOL-sale proceeds, with no financing condition. SkyAI recently sold approximately 1M SOL tokens, approximately 50% of its holdings. The board also rejected Forward Industries’ non-binding acquisition proposal.

5 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 7 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed cash repurchase covers up to 95% of each class, with an approximately $201M maximum purchase price. 2.6× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.$3.00 per security represents a 65% premium to the October 9, 2026 closing share price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Offer price exceeds the 60-day volume-weighted average price by over 100%.
• Minor pointNo financing condition: current cash plus digital assets’ market value exceeds the offer’s maximum aggregate purchase price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Agentic AI financial platform remains SkyAI’s planned focus following the offer.

Negative

• Moderate pointProposed offer has not commenced, may not commence, and remains subject to final terms approval and applicable requirements.
• Minor point. Forward-looking: it has not happened yet and may not happen.Minimum participation condition requires 50% of each class validly tendered and not validly withdrawn.
• Minor point. Forward-looking: it has not happened yet and may not happen.SOL price condition requires closing prices above $100 per SOL throughout the offer period.
• Minor point. Forward-looking: it has not happened yet and may not happen.Market conditions include no general trading suspension or material adverse change in equity or digital asset markets.
• Minor point. Forward-looking: it has not happened yet and may not happen.Listing condition requires completion not to cause Nasdaq delisting or Securities Exchange Act deregistration.

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Legal condition requires no action or order restraining or prohibiting the offer.
• Minor pointOrdinary share repurchases suspended until at least ten business days after the offer expires.

News Explained

The rights-plan exception applies to offer-related ownership increases, not to that holder’s later share purchases.

The offer has not commenced, and SkyAI has suspended its existing common-stock repurchase program; it says it will make no other share purchases until at least ten business days after the offer expires.

A holder whose beneficial ownership rises above 15% solely because of purchases in the offer will not trigger the shareholder rights plan, but any further share acquisition by that holder after the offer expires will trigger it.

Key Figures

Purchase price: $3.00 per share Purchase scope: Up to 95% of each class Premium to closing price: 65% +5 more

Purchase price

$3.00 per share

Proposed cash tender offer

Purchase scope

Up to 95% of each class

Common stock and three warrant classes

Premium to closing price

65%

Above the Oct. 9, 2026 closing share price

Common shares

Up to 46.37M shares

95% of outstanding common shares

Warrants

Up to 20.72M warrants

95% of the outstanding cash pre-funded, cryptocurrency pre-funded and strategic advisor warrants

Maximum aggregate purchase price

Approximately $201M

Proposed tender offer

Minimum tender condition

50% of each class

Must be validly tendered and not withdrawn

SOL price condition

Above $100 per SOL

Expected condition throughout the offer period

Historical Context

2 past events · Latest: Jun 15

2 events

1. Jun 15

   Acquisition proposal

   24h Move

   +3.2%

   Forward proposed an all-stock combination at 0.367 Forward shares per SkyAI share.

2. Sep 14

   Proposal rejection

   24h Move

   +0.7%

   SkyAI rejected Forward's proposal after a committee review of the offer.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, pre-funded warrants, volume-weighted average price, pro rata, +1 more

5 terms

tender offer financial

"intends to commence a tender offer"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

pre-funded warrants financial

"cash pre-funded warrants, cryptocurrency pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

volume-weighted average price financial

"premium of over 100% to the 60-day volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

pro rata financial

"purchase the securities of that class on a pro rata basis"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

schedule to regulatory

"a tender offer statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SkyAI intends to purchase up to 95% of each class of its outstanding common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants

Purchase price represents a 65% premium above SkyAI’s closing share price on October 9, 2026, and an over 100% premium to the 60-day volume-weighted average price

The Board rejects Forward Industries’ latest unsolicited proposal after determining it undervalues SkyAI and is not in the best interests of shareholders

NEW YORK, Oct. 11, 2026 (GLOBE NEWSWIRE) -- SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today announced that it intends to commence a tender offer (the “Offer”) to purchase up to 95% of each class of its outstanding common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants at a purchase price of $3.00 per share in cash (the “Purchase Price”). This price represents a 65% premium above SkyAI’s closing share price on October 9, 2026, and a premium of over 100% to the 60-day volume-weighted average price of SKYA.

The Company expects to commence the Offer on or about October 15, 2026, and anticipates that it will continue for 10 business days, unless extended or earlier terminated in accordance with the terms of the Offer.

To tender shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants, holders must follow the instructions that will be provided in the tender offer materials (the “Offer Materials”) that the Company expects to file with the U.S. Securities and Exchange Commission (the "SEC") by October 15, 2026. These Offer Materials will contain important information about the terms and conditions of the Offer.

The Offer will be contingent upon subscription of a minimum of 50% of each class being validly tendered and not validly withdrawn, and on the price of SOL remaining above $100 per SOL during the offer period, as described below. The Offer is not subject to any financing conditions as the Company’s total current cash combined with the market value of its digital assets exceeds the maximum aggregate purchase price of the Offer.

The SkyAI Board of Directors (the “Board”) believes the Offer represents a disciplined use of capital that will provide shareholders and warrant holders who desire liquidity an opportunity to sell shares or warrants directly to the Company. Following the Offer, the Company intends to remain focused on executing the strategic transformation announced in May 2026 and building an agentic AI financial platform.

The Company believes the proposed Offer will enhance this strategy by optimizing its capital structure while allowing shareholders and warrant holders to make their own individual decision regarding whether to obtain liquidity today or retain their investment and participate in SkyAI’s potential future value creation.

Expected Terms of the Offer

Subject to final approval of the terms of the Offer and the satisfaction of applicable legal and regulatory requirements, SkyAI currently expects the Offer to provide for the purchase of up to 46.37M shares of common stock (95% of the outstanding shares), and up to 20.72M cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants (95% of each class outstanding) for $3.00 per share in cash, for a maximum aggregate purchase price of approximately $201M.

The Offer is expected to be conditioned on a minimum of 50% of each class of the outstanding common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants being validly tendered and not validly withdrawn by the end of the offer period. It will, however, be subject to customary terms and conditions that will be described in the Offer Materials to be filed with the SEC. These are expected to include conditions including, but not limited to: the closing price of SOL remaining above $100 per SOL throughout the offer period, that no legal action or order restrains or prohibits the Offer, that no general suspension of trading or material adverse change in the equity or digital asset markets has occurred, and that completing the Offer would not cause SkyAI’s common stock to be delisted from Nasdaq or to become subject to deregistration under the Securities Exchange Act of 1934. SkyAI may waive any of these conditions.

If more than 95% of any class of common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants or strategic advisor warrants is validly tendered and not validly withdrawn before expiration of the Offer, SkyAI expects to purchase the securities of that class on a pro rata basis within that class, subject to the terms and conditions described in the definitive Offer Materials.

Shareholders who validly tender their shares and warrant holders who validly tender their cash pre-funded warrants, cryptocurrency pre-funded warrants or strategic advisor warrants will have withdrawal rights through the expiration of the Offer, in each case in accordance with the procedures to be described in the Offer Materials.

The Company expects to fund purchases pursuant to the Offer using cash on hand and proceeds from sales of SOL held in its treasury. The Company has recently sold approximately 1M Solana tokens, representing approximately 50% of its Solana holdings, and holds approximately 1M Solana tokens as of the date of this announcement. The Company continues to monitor the market for SOL and may continue to sell depending on market conditions.

SkyAI has suspended repurchases of its common stock under its share repurchase program and will not purchase shares other than in the Offer until at least ten business days after the Offer expires.

A shareholder, cash pre-funded warrant holder, cryptocurrency pre-funded warrant holder or strategic advisor warrant holder whose beneficial ownership rises above 15% of the outstanding shares solely as a result of SkyAI’s purchases in the Offer will not trigger SkyAI’s shareholder rights plan. Any further acquisition of shares by that holder after the Offer expires will trigger the rights plan.

The precise terms and conditions of the Offer will be set forth in the Offer Materials, Letter of Transmittal and related materials that SkyAI expects to file with the SEC and distribute to shareholders and warrant holders when the Offer is commenced.

The Company has retained MacKenzie Partners, Inc. to serve as information agent and depositary agent. Shareholders and warrant holders with questions regarding the Offer may contact the information agent at (800) 322-2885 or (212) 929-5500 and tenderoffer@mackenziepartners.com.

No Recommendation Regarding Participation in the Offer

The Board has authorized the Company to proceed toward commencement of the Offer. However, neither SkyAI, its Board, the Company’s directors or officers, nor the information agent or depositary agent makes any recommendation to any shareholder or warrant holder as to whether the shareholder or warrant holder should tender or refrain from tendering shares or warrants in the Offer or as to the number of shares or warrants a shareholder or warrant holder should tender.

Each shareholder and warrant holder must make his, her or its own decision regarding whether to participate in the Offer and, if so, how many shares or warrants to tender. Shareholders and warrant holders are urged to carefully review the definitive Offer Materials when they become available and to consult their own financial, tax and legal advisors in making that decision.

SkyAI Board Rejects Forward Industries’ Latest Proposal

The Company also announced today that the Special Committee of independent directors of the Board (the “Special Committee”) has completed its review of Forward Industries, Inc.’s (“Forward”) latest unsolicited, non-binding acquisition proposal.

The Special Committee, with the assistance of its independent advisors, carefully evaluated the terms and structure of Forward’s latest proposal, the risks and uncertainties associated with the proposed consideration, SkyAI’s assets and financial position, the Company’s standalone prospects and its opportunities for long-term value creation.

Following this review, the Special Committee unanimously recommended to the Board and the Board unanimously determined that Forward’s latest proposal at an exchange ratio of 0.306 shares of common stock in FWDI per SkyAI share with no certainty of timing or value undervalues SkyAI and is not in the best interests of SkyAI and its shareholders. Accordingly, the Board has decided not to move forward with the proposal.

The determination is consistent with the Board’s longstanding commitment to carefully evaluate opportunities that may enhance shareholder value while considering the full value of SkyAI’s assets, strategy and future prospects.

The proposed Offer reflects the Board’s determination that returning capital directly to shareholders through a Company-funded repurchase can provide an attractive liquidity alternative while preserving for continuing shareholders the opportunity to participate in SkyAI’s future.

Additional Information Regarding the Proposed Offer

The Offer described above has not yet commenced and may not commence. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. Any solicitation and offer to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Company intends to file with the Securities and Exchange Commission. If applicable, once filed, investors will be able to obtain a free copy of these materials and all other documents filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.skyai.co. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER MATERIALS OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES, CASH PRE-FUNDED WARRANTS, CRYPTOCURRENCY PRE-FUNDED WARRANTS AND STRATEGIC ADVISOR WARRANTS INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.

About SkyAI
SkyAI, Inc. (Nasdaq: SKYA), a Solana digital asset treasury, is building a financial platform that will combine stablecoin rails on Solana with AI. For additional information, please visit www.skyai.co.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this release other than statements of historical fact are forward-looking statements, including statements regarding the Offer, including its timing, terms, funding and completion, the Company’s strategy and product roadmap and the potential opportunities such initiatives may create. Forward-looking statements are based on current expectations, assumptions, and beliefs, and involve risks and uncertainties that could cause actual results to differ materially.

Risks and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing and terms of the Offer; (ii) the risk that the Offer may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company’s shareholders and/or warrant holders tendering their shares or warrants in the Offer; (iv) the possibility that any or all of the various conditions to the consummation of the Offer, including the minimum condition for each class and the SOL price condition, may not be satisfied or waived; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Offer; (vi) the effect of the announcement or pendency of the Offer on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, its operating results and business generally or the trading market for its common stock; (vii) risks related to the Offer diverting management’s attention from the Company’s ongoing business operations; (viii) the risk that shareholder litigation in connection with the Offer may result in significant costs of defense, indemnification and liability; (ix) the Company’s ability to achieve the benefits contemplated by the Offer; and (x) risks and uncertainties pertaining to the Company’s business, including the price of SOL, the Company’s ability to sell SOL at acceptable prices to fund the Offer and the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the SEC, as well as the tender offer materials to be filed by the Company in connection with the Offer.

Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise these statements, whether as a result of new information, future developments, or otherwise, except as required by law.

Contact

Media Contact
Edelman Smithfield
SkyAI@edelmansmithfield.com

Information Agent and Depositary Agent
MacKenzie Partners, Inc.
(800) 322-2885 or (212) 929-5500
tenderoffer@mackenziepartners.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities would SkyAI buy in its proposed $3.00 tender offer?

SkyAI expects to purchase up to 46.37M common shares and 20.72M warrants at $3.00 per security in cash. Eligible warrants are cash pre-funded, cryptocurrency pre-funded and strategic advisor warrants. The proposed limit is 95% of each outstanding class, with an approximately $201M maximum aggregate purchase price.

When is SkyAI’s tender offer expected to start and end?

SkyAI expects the offer to commence on or about October 15, 2026 and continue for 10 business days, unless extended or terminated earlier under its terms. The offer has not yet commenced and may not commence.

How can SkyAI holders tender securities, and can they withdraw them?

Holders must follow the instructions in the offer materials, which SkyAI expects to file with the SEC by October 15, 2026. Holders who validly tender will have withdrawal rights through expiration, under procedures in those materials. If more than 95% of a class is tendered and not withdrawn, SkyAI expects purchases within that class to be proportional to amounts tendered.

How would SkyAI’s tender offer affect its shareholder rights plan?

A holder whose beneficial ownership rises above 15% solely because of SkyAI’s tender purchases will not trigger the shareholder rights plan. Any further share acquisition by that holder after the offer expires will trigger the plan.

What acquisition proposal did SkyAI’s board reject?

SkyAI’s board rejected Forward Industries’ latest unsolicited, non-binding proposal at an exchange ratio of 0.306 FWDI common shares per SkyAI share. Following the independent special committee’s unanimous recommendation, the board unanimously concluded that the proposal undervalued SkyAI and was not in shareholders’ best interests.