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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)
October
11, 2026
SkyAI,
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41355 |
|
82-3751728 |
| (State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 105
Maxess Road, Suite 124, Melville, NY |
|
(631)
574-4436 |
|
11747 |
| Address of principal
executive offices |
|
(Registrant’s
Telephone Number,
Including
Area Code) |
|
(Zip Code) |
Not
Applicable
(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.
On
October 11, 2026, SkyAI, Inc. (“SKYAI”) announced its current intention to commence a cash 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 Offer is currently expected to commence on or about October
15, 2026 and SKYAI anticipates that it will continue for 10 business days, unless extended or earlier terminated in accordance with the
terms 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.
Attached
as Exhibit 99.1 and incorporated by reference herein is a copy of SKYAI’s press release, dated October 11, 2026, announcing SKYAI’s
current intention to commence the Offer.
As
of the date of this report on Form 8-K, SKYAI retains
approximately 600,000 SOL
and has approximately 80%
of the cash required for the Offer.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
See attached Exhibit Index.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
release of SkyAI, Inc. dated October 11, 2026 with respect to the Offer |
Additional
Information Regarding the Potential Tender 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 SKYAI. 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 SKYAI 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 SKYAI
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 SKYAI under the “Investors” section of SKYAI’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 SKYAI
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
communication 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 communication
other than statements of historical fact are forward-looking statements, including statements regarding the Offer, including its timing,
terms, funding and completion, SKYAI’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 SKYAI’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 SKYAI’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 SKYAI’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) SKYAI’s ability to achieve the benefits contemplated by the Offer; and (x)
risks and uncertainties pertaining to SKYAI’s business, including the price of SOL, SKYAI’s ability to sell
SOL at acceptable prices to fund the Offer and the risks and uncertainties detailed in SKYAI’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 Offer materials to be filed by SKYAI
in connection with the Offer.
Forward-looking
statements speak only as of the date of this communication. SKYAI 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.
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 hereunto duly authorized.
| SkyAI, Inc. |
|
| |
|
| By: |
/s/
Paul K. Danner |
|
| Name: |
Paul K. Danner |
|
| Title: |
Principal Executive Officer |
|
Date:
October 13, 2026
Exhibit
99.1
SkyAI
Announces Intention to Commence Cash Tender Offer to Purchase Common Stock and Pre-funded Warrants at $3.00 Per Share/Pre-funded Warrant
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
October
11, 2026 — 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
