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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): September 24, 2026 (September 18, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
September 18, 2026, SkyAI, Inc., a Nevada corporation (the “Company”) held the 2026 Annual Meeting of Stockholders of the
Company (the “Annual Meeting”), for which 35,551,429 shares of the Company’s Common Stock were represented in person
or by proxy out of the 43,247,506 shares outstanding and entitled to vote as of August 11, 2026, the record date for the Annual Meeting,
representing approximately 82.2% of the eligible shares and constituting a quorum. The voting results for each of the proposals submitted
to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
| 1. |
The
Company’s stockholders elected the five individuals listed below as directors to serve on the Board of the Company, each to
serve on the Board the 2027 Annual Meeting of the Stockholders of the Company, or until their successors are elected and qualified.
The results of voting on the proposal are set forth below: |
| Director
Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| |
|
|
|
|
|
|
| Soren
Bo Christiansen |
|
6,894,675 |
|
20,670,032 |
|
7,986,722 |
| Paul
K. Danner |
|
9,118,922 |
|
18,445,785 |
|
7,986,722 |
| Timothy
J. Ruemler |
|
7,499,764 |
|
20,064,943 |
|
7,986,722 |
| Yuwen
(Alice) Zhang |
|
9,200,392 |
|
18,364,315 |
|
7,986,722 |
| Jason
Monroe |
|
6,901,524 |
|
20,663,183 |
|
7,986,722 |
| 2. |
The
Company’s stockholders approved the ratification of the appointment of PKF O’Connor Davies LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of voting on the proposal
are set forth below: |
| Votes
For |
|
Votes
Against |
|
Abstain |
| 20,576,316 |
|
13,449,383 |
|
1,525,730 |
| 3. |
The
Company’s stockholders did not approve the Company’s 2026 Equity Incentive Plan. The results of voting on the proposal
are set forth below: |
| Votes
For |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
| 5,048,520 |
|
22,464,708 |
|
51,479 |
|
7,986,722 |
| 4. |
The
Company’s stockholders did not approve the adjournment of the 2026 Annual Meeting to the extent there were insufficient proxies
at the 2026 Annual Meeting to approve any one or more of the foregoing proposals. The results of voting on the proposal are set forth
below: |
| Votes
For |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
| 14,616,038 |
|
20,792,839 |
|
142,552 |
|
7,986,722 |
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:
September 24, 2026 |
By: |
/s/
Paul K. Danner |
| |
Name: |
Paul
K. Danner |
| |
Title: |
Principal
Executive Officer |