UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 3)
SkyAI,
Inc.
(Names
of Filing Persons (Issuer and Offeror))
COMMON
STOCK, PAR VALUE $0.0001 PER SHARE
INCLUDING
ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS
UNDER
THE RIGHTS PLAN
AND
STRATEGIC
WARRANTS TO PURCHASE COMMON STOCK
AND
CASH
PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK
AND
CRYPTOCURRENCY
PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK
(Title
of Class of Securities)
82003F
309
(CUSIP
Number of Class of Securities)
Paul
K. Danner
Principal
Executive Officer
SkyAI,
Inc.
105
Maxess Road,
Melville,
New York 11747
Telephone:
(631) 574 -4436
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
With
copies to:
Jonathan
Deblinger, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, NY 10105
Tel:
(212) 370-1300
| ☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ |
third-party
tender offer subject to Rule 14d-1. |
| ☒ |
issuer
tender offer subject to Rule 13e-4. |
| ☐ |
going-private
transaction subject to Rule 13e-3. |
| ☐ |
amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ |
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY
NOTE
This
Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO, originally
filed by SkyAI, Inc., a Nevada corporation (“SkyAI” or the “Company”), with the U.S. Securities and Exchange
Commission (“SEC”) on October 16, 2026, as amended on October 20, 2026 (as amended and supplemented, the “Schedule
TO”) relating to the tender offer by the Company (“Offer”) to purchase for cash to purchase up to 48,311,489 shares
of its common stock, par value $0.0001 per share, including the associated preferred share purchase rights issued pursuant to the Rights
Plan, by and between the Company and VStock Transfer LLC, as rights agent, and up to 4,880,734 cash pre-funded warrants issued pursuant
to the securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Pre-Funded Warrants”), 9,939,850
pre-funded warrants issued pursuant to the cryptocurrency securities purchase agreements dated August 25, 2025 (“Cryptocurrency
Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”), and 3,955,293 warrants
issued on August 28, 2025 (“Strategic Warrants”), each at a purchase price of $3.00 per share (less $0.0001 in the
case of the pre-funded warrants and strategic warrants), to the seller in cash, less any applicable withholding taxes and without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase filed on October 16, 2026 (the “Offer
to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), in the related Letter of Transmittal for Common Stock (the
“Letter of Transmittal for Common Stock”), a copy of which is attached hereto as Exhibit (a)(1)(B), and in the related Letter
of Transmittal for Pre-Funded Warrants and Strategic Warrants (the “Letter of Transmittal for Pre-Funded Warrants and Strategic
Warrants” and together with the Letter of Transmittal for Common Stock, the “Letters of Transmittal”), a copy of which
is attached hereto as Exhibit (a)(1)(C).
This
Amendment No. 3 amends the Schedule TO to update Item 12 of the Schedule TO to, among other things, include a tender offer support and
settlement agreement dated October 27, 2026 entered into by the Company with Bastion Trading Limited, a British Virgin Islands company
and certain of its affiliates.
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 to 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 for 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.
This
Schedule TO is intended to satisfy the reporting requirements of 13e-4 under the Exchange Act.
The
purpose of this Amendment is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except
as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the other exhibits to the Schedule
TO remains unchanged. This Amendment No. 3 should be read with the Schedule TO, the Offer to Purchase and the related Letters of Transmittal,
and the other exhibits to the Schedule TO.
ITEM
12. EXHIBITS.
An
exhibit index immediately preceding the signature page hereto is incorporated by reference.
Exhibit
Index
| (a)(1)(A)* |
Offer to Purchase dated October 15, 2026 |
| |
|
| (a)(1)(B)* |
Letter of Transmittal for Common Stock |
| |
|
| (a)(1)(C)* |
Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants |
| |
|
| (a)(1)(D)* |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| |
|
| (a)(1)(E)* |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
| |
|
| (a)(1)(F)* |
Press Release dated October 11, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 13, 2026). |
| |
|
| (a)(1)(G)* |
Press Release dated October 14, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2026). |
| |
|
| (a)(1)(H)* |
Email from MacKenzie Partners, Inc to Shareholders. |
| |
|
| (a)(1)(I)* |
Press Release dated October 19, 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2026). |
| |
|
| (a)(1)(J)* |
Press Release dated October 27, 2026 |
| |
|
| (b) |
Not
Applicable. |
| |
|
| (c) |
Not
Applicable |
| |
|
| (d)(1)* |
Form of Underwriting Agreement (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on January 30, 2025) |
| |
|
| (d)(2)* |
Certificate of Designation of Series D Preferred Stock, dated July 16, 2025 (incorporated by reference to Exhibit 3.1 of the current report on Form 8-K filed on July 18, 2025) |
| |
|
| (d)(3)* |
Form of Series A Warrant (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed on January 30, 2025) |
| |
|
| (d)(4)* |
Form of Series B Warrant (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed on January 30, 2025) |
| |
|
| (d)(5)* |
Form of Cash Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(6)* |
Form of Cryptocurrency Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(7)* |
Form of Cash Stapled Warrant (incorporated by reference to Exhibit 4.3 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(8)* |
Form of Cryptocurrency Stapled Warrant (incorporated by reference to Exhibit 4.4 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(9)* |
Form of First Amendment to Series A Warrant (incorporated by reference to Exhibit 4.5 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(10)* |
Strategic Warrant (incorporated by reference to Exhibit 4.6 of the current report on Form 8-K filed on September 2, 2025) |
| |
|
| (d)(11)* |
2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.36 of the Registrant’s Registration Statement on Form S-1; 333-284237, originally filed on January 22, 2025) |
| (d)(12)* |
Subscription and Investment Representation Agreement, dated July 16, 2025, by and between Sharps Technology, Inc. and Paul K. Danner (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on July 18, 2025) |
| |
|
| (d)(13)* |
Form of Cash Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(14)* |
Form of Cryptocurrency Securities Purchase Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Purchaser (incorporated by reference to Exhibit 10.2 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(15)* |
Form of Registration Rights Agreement, dated as of August 25, 2025, between Sharps Technology, Inc. and each Holder (incorporated by reference to Exhibit 10.3 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(16)* |
Amended and Restated Employment Agreement dated May 13, 2026, by and between Company and Alice Zhang (incorporated by reference to Exhibit 10.2 of the quarterly report on Form 10-Q filed on May 14, 2026) |
| |
|
| (d)(17)* |
Amended and Restated Employment Agreement dated May 13, 2026, by and between Company and Paul K. Danner (incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q filed on May 14, 2026) |
| |
|
| (d)(18)* |
Separation Agreement between Sharps Technology, Inc. and Robert M. Hayes (incorporated by reference to Exhibit 10.6 of the current report on Form 8-K filed on August 25, 2025) |
| |
|
| (d)(19)* |
Sales Agreement, dated as of September 2, 2025, by and among the Company, Cantor Fitzgerald & Co., and Aegis Capital Corp. (incorporated by reference to Exhibit 1.1 of the current report on Form 8-K filed on September 2, 2025) |
| |
|
| (d)(20)* |
Form of Waiver and Consent, dated September 26, 2025 (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on September 29, 2025) |
| |
|
| (d)(21)* |
Open Market Share Repurchase Agreement, dated October 6, 2025 (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on October 9, 2025) |
| |
|
| (d)(22)* |
Lock-up Agreement, dated January 15, 2026, by and between Sharps Technology, Inc. and SOL Markets. (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on January 16, 2026) |
| |
|
| (d)(23)* |
Certificate of Designation, Preferences, and Rights of Series C Preferred Stock, dated May 14, 2026. (incorporated by reference to Exhibit 3.1 of the quarterly report on Form 10-Q filed on May 14, 2026) |
| |
|
| (d)(24)* |
Rights Plan, dated as of May 14, 2026, by and between Sharps Technology, Inc. and VStock Transfer LLC, as rights agent. (incorporated by reference to Exhibit 4.1 of the quarterly report on Form 10-Q filed on May 14, 2026) |
| |
|
| (d)(25)* |
Form of Rights Certificate (included as an exhibit to Exhibit d(24)). |
| |
|
| (d)(26)* |
Employment Agreement dated May 22, 2026, by and between Company and Arthur Levine (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on May 29, 2026) |
| |
|
(d)(27) |
Tender Offer Support and Settlement Agreement dated October 27, 2026 by and between the Company and Bastion Trading Limited, a British Virgin Islands company and certain of its affiliate (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on October 28, 2026) |
| |
|
| (g) |
Not
Applicable. |
| |
|
| (h) |
Not
Applicable. |
| |
|
| 107* |
Filing Fee Table. |
| |
|
| * |
Previously
filed |
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
October 28, 2026
| SkyAI, Inc. |
|
| |
|
|
| By: |
/s/
Paul K. Danner |
|
| Name: |
Paul
K. Danner |
|
| Title: |
Principal
Executive Officer |
|
