SkyAI declines unsolicited all-stock merger proposal

Q: What did SkyAI (SKYA) disclose about the Forward Industries proposal?

SkyAI disclosed that it received an unsolicited, non-binding proposal from Forward Industries, Inc. for a potential all-stock business combination. A special committee and the full board reviewed the proposal and unanimously decided it was not in shareholders’ best interests.

Q: Who evaluated the merger proposal received by SkyAI (SKYA)?

A special committee of independent directors, together with the full board of SkyAI, evaluated the proposal. After this review, both the special committee and the board unanimously concluded that the proposed all-stock business combination should not be pursued.

Q: What was the structure of the proposed SkyAI (SKYA) transaction?

The proposal from Forward Industries, Inc. contemplated a potential all-stock business combination with SkyAI. The company describes the proposal as unsolicited and non-binding, meaning it was exploratory and did not create a binding obligation on either party.

Q: What decision did SkyAI’s (SKYA) board make regarding the proposal?

SkyAI’s special committee and full board unanimously concluded that the proposal was not in the best interests of shareholders. Based on that conclusion, SkyAI states that it is not pursuing the proposed transaction at this time.

Q: Could SkyAI (SKYA) still pursue a transaction with Forward Industries later?

SkyAI states that it is not pursuing a transaction at this time, following its board’s unanimous decision on the current proposal. The disclosure does not outline any future plans or commitments regarding other potential transactions with Forward Industries.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

SkyAI, Inc., a Nevada corporation listed on the Nasdaq Capital Market, reports that its board formed a special committee of independent directors to evaluate an unsolicited, non-binding proposal from Forward Industries, Inc. for a potential all-stock business combination.

After completing this review, both the special committee and the full board unanimously concluded that the proposal was not in the best interests of SkyAI shareholders. The company states that it is not pursuing this transaction at this time.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Terms

unsolicited, non-binding proposal, all-stock business combination, special committee, Emerging Growth Company

4 terms

unsolicited, non-binding proposal financial

"to review and evaluate an unsolicited, non-binding proposal from Forward"

all-stock business combination financial

"regarding a potential all-stock business combination"

An all-stock business combination is a deal in which one company acquires or merges with another by paying only with its own shares instead of cash, so sellers receive ownership stake rather than immediate money. For investors this matters because it changes who owns the combined company, can dilute existing shares, links the deal’s value to future share price performance, and shifts risks and rewards to stockholders rather than guaranteeing cash — think of trading slices of one pie for slices of a bigger pie.

special committee regulatory

"its Board of Directors formed a special committee consisting solely"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

Emerging Growth Company regulatory

"Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What did SkyAI (SKYA) disclose about the Forward Industries proposal?

SkyAI disclosed that it received an unsolicited, non-binding proposal from Forward Industries, Inc. for a potential all-stock business combination. A special committee and the full board reviewed the proposal and unanimously decided it was not in shareholders’ best interests.

Who evaluated the merger proposal received by SkyAI (SKYA)?

A special committee of independent directors, together with the full board of SkyAI, evaluated the proposal. After this review, both the special committee and the board unanimously concluded that the proposed all-stock business combination should not be pursued.

What was the structure of the proposed SkyAI (SKYA) transaction?

The proposal from Forward Industries, Inc. contemplated a potential all-stock business combination with SkyAI. The company describes the proposal as unsolicited and non-binding, meaning it was exploratory and did not create a binding obligation on either party.

What decision did SkyAI’s (SKYA) board make regarding the proposal?

SkyAI’s special committee and full board unanimously concluded that the proposal was not in the best interests of shareholders. Based on that conclusion, SkyAI states that it is not pursuing the proposed transaction at this time.

Could SkyAI (SKYA) still pursue a transaction with Forward Industries later?

SkyAI states that it is not pursuing a transaction at this time, following its board’s unanimous decision on the current proposal. The disclosure does not outline any future plans or commitments regarding other potential transactions with Forward Industries.

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

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Accepted by SEC EDGAR 07/17/2026 - 05:19 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 17, 2026

SkyAI, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-41355

82-3751728

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

105 Maxess Road, Suite 124,

Melville, NY 11747

(Address of principal executive office) (Zip Code)

(631) 574-4436

(Registrants’ telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	SKYA	Nasdaq Capital Market
Common Stock Purchase Warrants	SKYAW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

SkyAI, Inc., a Nevada corporation (the “Company”) previously announced that its Board of Directors (the “Board”) formed a special committee consisting solely of independent directors (the “Special Committee”) to review and evaluate an unsolicited, non-binding proposal (the “Proposal”) from Forward Industries, Inc. (“Forward”) regarding a potential all-stock business combination. Following its review and evaluation, both the Special Committee and the Board unanimously concluded that the Proposal was not in the best interests of the Company’s shareholders and that the Company is not pursuing a transaction at this time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SkyAI, Inc.

Dated: July 17, 2026	By:	/s/ Paul K. Danner
	Name:	Paul K. Danner
	Title:	Principal Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents