SkyAI agrees to expand $3-a-share tender offer
If every security sought is tendered, SkyAI estimates approximately $214.3 million in payments funded from cash on hand, without a financing condition.
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Rhea-AI Filing Summary
SkyAI, Inc. (SKYA) agreed with Bastion Trading Limited and certain affiliates to amend its ongoing cash tender offer. The changes would permit tenders of up to 100% of outstanding cash and cryptocurrency pre-funded warrants and add cash and cryptocurrency stapled warrants, each with a maximum tender amount of 100% of that class and a price of $0.17 per warrant. No minimum tender is required for either stapled-warrant class, and the offer is extended until at least November 12, 2026.
The offer remains for up to 95% of common stock at $3.00 per share and strategic warrants at $3.00 per warrant less the $0.0001 exercise price. Common stock, strategic warrants, and both pre-funded warrant classes retain independent 50% minimum tender conditions. If all securities sought are tendered, SkyAI would pay approximately $214.3 million, using cash on hand for the securities and related fees and expenses; the offer has no financing condition. SkyAI reported approximately $223 million in cash after selling all its SOL, including approximately 2 million SOL at an average net price of $107.20 per SOL.
Bastion agreed to tender all its shares and warrants and observe a three-year standstill. Bastion Trading identified holdings of 4,649,745 common shares, 4,234,615 cash pre-funded warrants, and 5,384,615 cash stapled warrants.
Filing Explained
SkyAI signed the agreement on
8-K Event Classification
Key Figures
Key Terms
cash pre-funded warrants financial
cash stapled warrants financial
minimum tender condition financial
proration financial
standstill regulatory
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On October 27, 2026, SkyAI, Inc. (“SKYAI”, or the “Company”) entered into a tender offer support and settlement agreement (the “Agreement”) with Bastion Trading Limited, a British Virgin Islands company and certain of its affiliates (together, “Bastion”, and SKYAI and Bastion together, the “Parties”).
Pursuant to the Agreement, the Company has agreed to amend the terms of the Company’s currently ongoing cash tender offer (the “Offer”) to (a) increase the maximum number of cash pre-funded warrants that may be tendered in the Offer to equal 100% of the cash pre-funded warrants issued and outstanding; (b) increase the maximum number of cryptocurrency pre-funded warrants that may be tendered in the Offer to equal 100% of the cryptocurrency pre-funded warrants issued and outstanding; (c) add cash stapled warrants as securities that may be tendered in the Offer, with the amount that may be tendered in the Offer equal to 100% of the cash stapled warrants issued and outstanding, with no minimum number required to be tendered as a condition to the Offer, and with the cash stapled warrants to be offered in the Offer at a price of $0.17 per stapled warrant; (d) add cryptocurrency stapled warrants as securities that may be tendered in the Offer, with the amount that may be tendered in the Offer equal to 100% of the cryptocurrency stapled warrants issued and outstanding, with no minimum number required to be tendered as a condition to the Offer, and with the cryptocurrency stapled warrants to be offered in the Offer at a price of $0.17 per stapled warrant, (e) extend the term of the Offer until at least November 12, 2026, and (f) subject to applicable law, delete any provisions in the Schedule to Tender Offer Statement pertaining to the Offer (as may be amended, the “Schedule TO”) related to a 30% withholding on payments for Non-U.S. Holders (“Withholding”), and, subject to applicable law, for the Company not make any such Withholding.
Pursuant to the terms of the Agreement, Bastion has agreed to tender all securities beneficially owned by Bastion as may be so tendered in the Offer. Additionally, Bastion has agreed to customary standstill provisions a period of three years from the execution of the Agreement (the “Standstill Period”), during which time Bastion would not be permitted, without approval of the Board of Directors of the Company, from acquiring any of the Company’s securities, or selling or transferring any securities of the Company to any third parties which would knowingly cause such third party to beneficially own more than 5% of the Company (subject to limited exception), nominating directors, submitting shareholder proposals, soliciting proxies, seeking representation on the Board of Directors of the Company, or otherwise seeking to influence the management or policies of the Company, amongst other customary restrictions.
In addition, pursuant to the terms of the Agreement, the Parties have also agreed to a mutual non-disparagement agreement during the Standstill Period (subject to limited exceptions); an agreement by each of the Parties not to pursue any legal proceedings against the other party during the Standstill Period (subject to limited exceptions); and after payment for the shares tendered in the Offer, an agreement of mutual release of claims by each of the Parties (subject to limited exceptions). The Parties have also agreed to a number of other covenants in connection with the Agreement, including an agreement by the Company not to alter certain terms of the Offer without the approval of Bastion; an agreement by Bastion not to sell or transfer any securities of the Company beneficially owned by Bastion other than through tender in the Offer until the earlier of the expiration of the Offer or termination of the Agreement; an agreement by Bastion not to make any “block trades” of the Company’s shares of common stock for a specified period after the expiration of the Offer, after which time the Company would receive a right of first refusal on any such block trades; and an agreement by Bastion during the Standstill Period to vote any voting securities of the Company beneficially held by Bastion in line with the Board’s recommendations of any proposals (other than any proposal regarding a change of control of the Company).
The Agreement contains customary representations, warranties, agreements and other provisions, including the reimbursement of certain expenses of Bastion. The Agreement shall automatically terminate under a number of circumstances, including if the Company terminates or withdraws the Offer, the Company does not accept payment for any of the securities of Bastion tendered in the Offer, the breach of certain covenants to the Agreement, a determination that the Withholding is required in connection with the Offer following consultation with a third party advisor, or if the Company has not amended the Schedule TO within the time provided for under the Agreement. If not otherwise terminated in accordance with its terms, the Agreement will terminate on the expiration of the Standstill Period.
The above summary is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached herewith as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”) and incorporated herein by reference.
Item 8.01 Other Events
On October 27, 2026, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is attached herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) See attached Exhibit Index.
EXHIBIT INDEX
| Exhibit No. | Description | |
10.1* |
Tender Offer Support and Settlement Agreement, dated as of October 27, 2026, by and among SkyAI, Inc., and Bastion Trading Limited and certain of its affiliates.
| |
| 99.1 | Press release of SkyAI, Inc. dated October 27, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted exhibit or schedule to the SEC upon request.
Additional Information Regarding the Tender Offer
This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants are being made solely pursuant to the offer to purchase, a letters of transmittal and other related materials that the Company has filed as part of a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”). Investors may 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, INCLUDING THE OFFER MATERIALS OF THE COMPANY AND ANY AMENDMENTS OR SUPPLEMENTS 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) 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 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 Settlement Agreement, and the Offer, including its terms and any amendment to its terms, funding and completion. Forward-looking statements are based on current expectations, assumptions, and beliefs, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing of the expiration and completion 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 number of shares and warrants of each class that will be validly tendered and not validly withdrawn in the Offer; (iv) the possibility that any or all of the various conditions to the consummation of the Offer, including the minimum tender condition for each class, 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 or warrant holder litigation in connection with the Offer may result in significant costs of defense, indemnification and liability; (ix) the Company’s ability to achieve the anticipated benefits of the Offer; (x) risks related to compliance with the Settlement Agreement, including the requirement to make certain amendments to the terms of the Offer, and (xi) risks and uncertainties pertaining to the Company’s business, 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 Offer Materials filed and to be filed by the Company in connection with the Offer, including any amendments or supplements thereto.
Forward-looking statements speak only as of the date of this communication. 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.
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 28, 2026
Exhibit 99.1
SkyAI Enters into Tender Support and Settlement Agreement with Bastion Trading Limited; Extends Cash Tender Offer to All Pre-Funded Warrants and Includes All Stapled Warrants
Bastion, a Major Stockholder of SkyAI, Agrees to Tender All of Its Shares and Warrants and Enters Into Support Agreement
Increases Number of Pre-Funded Warrants Purchased to 100% of Each Class Outstanding
Adds Outstanding Stapled Warrants as New Classes
NEW YORK – October 27, 2026 – SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today announced that it has entered into a tender support and settlement agreement (the “Agreement”) with Bastion Trading Limited and certain of its affiliates (together, “Bastion”). Under the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Company’s amended cash tender offer (the “Offer”) and has agreed to a three-year standstill.
The Company also announced that it will amend the Offer to increase the number of pre-funded warrants it will purchase to 100% of each class outstanding and to add each class of the Company’s outstanding stapled warrants. The amended Offer will be available to all holders of the applicable securities on the same terms, providing an equal opportunity to receive cash for their securities.
“We are pleased to have reached a constructive agreement with Bastion that provides a clear path forward for all parties,” said Paul Danner, Executive Chairman of SkyAI. “By expanding the Offer, we are ensuring that all holders of our pre-funded warrants and stapled warrants have the same opportunity to receive cash for their securities on equal terms, while facilitating a timely and orderly process.”
Bastion will issue a separate press release today announcing its Agreement with the Company.
Amendments to the Offer
The Company will amend the Offer as follows:
| ● | The Company will add, as two new classes, up to 100% of its outstanding cash stapled warrants and cryptocurrency stapled warrants each with an exercise price of $9.75 per share, at a purchase price of $0.17 per cash stapled warrant or cryptocurrency stapled warrant in cash.` |
| ● | The Company will purchase up to 100% of its outstanding cash pre-funded warrants and cryptocurrency pre-funded warrants, up from 95% of each class. The purchase price stays at $3.00 per cash or cryptocurrency pre-funded warrant, less the $0.0001 exercise price. |
| ● | The Company will extend the expiration of the Offer to one minute after 11:59 p.m., New York City time, on November 12, 2026, unless further extended or earlier terminated. |
The price and the percentage sought for common stock and strategic warrants do not change. The Company will purchase up to 95% of each of those classes at $3.00 per share, or $3.00 per strategic warrant less the $0.0001 exercise price, in cash. The common stock, strategic warrants, cash pre-funded warrants and cryptocurrency pre-funded warrants all remain subject to a 50% minimum subscription within their own class for the tender of such class to be accepted. These tenders are not conditional on one another, meaning each minimum tender is independent of the other classes.
If all securities sought are tendered, the Company will pay approximately $214.3 million in the amended Offer. The Company will pay for the securities purchased, and the related fees and expenses, from cash on hand. The Offer is not subject to a financing condition.
In the weeks leading up to the commencement of the Offer, the Company sold approximately 2 million SOL at an average price net of fees of $107.20 per SOL. The Company currently holds approximately $223 million in cash and has completed the sale of all of its SOL in the prior weeks. The Company no longer holds any SOL and after the Offer is closed the Company will not be repurchasing SOL.
The Company will file an amendment to its tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) that describes the amended terms in full.
The Agreement
Under the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Offer and not to withdraw them. Bastion will receive the same price and will be subject to the same potential proration as every other holder of the same class.
Pursuant to the Agreement, for a period of three years after signing, Bastion has agreed not to acquire any of the Company’s securities, nominate directors, submit shareholder proposals, solicit proxies, seek representation on the Board of Directors of the Company (the “Board”) or otherwise seek to influence the management or policies of the Company, among other customary standstill restrictions. The Agreement also includes customary mutual non-disparagement covenants and mutual releases, and Bastion has agreed not to bring any proceeding relating to the Offer.
The Agreement terminates if the Company does not complete the Offer.
No Recommendation Regarding Participation in the Offer
The Board has approved the Offer and the amendments. 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 Offer Materials (as defined below) and to consult their own financial, tax and legal advisors in making that decision.
Additional Information Regarding the Offer
This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants, strategic warrants, cash stapled warrants and cryptocurrency stapled warrants are being made solely pursuant to the Offer to Purchase, the related Letters of Transmittal and the other tender offer materials, as amended (the “Offer Materials”), that the Company has filed and will file as part of a tender offer statement on Schedule TO with the SEC and will file an amendment. Investors may 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, INCLUDING THE OFFER MATERIALS OF THE COMPANY AND ANY AMENDMENTS OR SUPPLEMENTS 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, STRATEGIC WARRANTS, CASH STAPLED WARRANTS AND CRYPTOCURRENCY STAPLED WARRANTS INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER MATERIALS CAN ALSO BE FOUND ON THE COMPANY’S WEBSITE AT https://www.skyai.co/investors/tender-offer-materials.
Questions and requests for assistance, or for additional copies of the Offer Materials, may be directed to MacKenzie Partners, Inc. at (800) 322-2885 or (212) 929-5500, or by email at tenderoffer@mackenziepartners.com.
About SkyAI
SkyAI, Inc. (Nasdaq: SKYA) is an artificial intelligence company building an agentic finance platform for the Global South. The Company uses AI to deliver financial access, education and actionable intelligence globally. For additional information, please visit www.skyai.co.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 Agreement, the Offer and its amendment, including their timing, terms, funding and completion, and the Company’s strategy. Forward-looking statements are based on current expectations, assumptions, and beliefs, and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
Risks and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing of the amendment, expiration and completion of the Offer; (ii) the risk that the Offer may not be completed in a timely manner or at all, in which case the Agreement will terminate; (iii) uncertainties as to the number of shares and warrants of each class that will be validly tendered and not validly withdrawn in the Offer; (iv) the possibility that any or all of the various conditions to the consummation of the Offer, including the minimum tender condition for each class, 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 or the Agreement; (vi) the effect of the announcement or pendency of the Offer on the Company’s business and the trading market for its common stock; (vii) the risk that shareholder or warrant holder litigation in connection with the Offer may result in significant costs of defense, indemnification and liability; (viii) the Company’s ability to achieve the anticipated benefits of the Offer and the Agreement; and (ix) risks and uncertainties pertaining to the Company’s business, 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 Offer Materials, including any amendments or supplements thereto.
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.
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