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
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
Chief 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:
| o |
third-party tender offer subject to Rule 14d-1. |
| x |
issuer tender offer subject to Rule 13e-4. |
| o |
going-private transaction subject to Rule 13e-3. |
| o |
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) |
INTRODUCTION
This Tender Offer Statement on Schedule
TO (this “Statement”) relates to the offer by SkyAI, Inc., a Nevada corporation (“SkyAI” or
the “Company”), 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 pursuant to the Strategic Advisor Agreement dated 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 dated October 15, 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 Statement is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange
Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is
incorporated herein by reference in response to all of the items of this Statement, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section captioned
“Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A),
is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
| (a) |
Name and Address: The name of the subject company (which is also the issuer) is SkyAI, Inc., a Nevada corporation. The address of the Company’s principal executive office is 105 Maxess Road, Melville, New York 11747. The Company’s telephone number is (631) 574 -4436. |
| (b) |
Securities: The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference. |
| (c) |
Trading Market and Price: The information set forth in Section 8 (“Price Range of
Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants; Dividends”) of the Offer to
Purchase is incorporated herein by reference. |
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
| (a) |
Name and Address: The name of the filing person is SkyAI, Inc., a Nevada corporation, which is also the subject company. The Company’s address and telephone number are set forth in Item 2 above. |
ITEM 4. TERMS OF THE TRANSACTION.
| (a) |
Material Terms: The information set forth in the
sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet,” and in Section 1
(“Number of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants; Proration”),
Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”), Section 3 (“Procedures for
Tendering Shares or Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”), Section 4
(“Withdrawal Rights”), Section 5 (“Purchase of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded
Warrants and Strategic Warrants and Payment of Purchase Price”), Section 7 (“Conditions of the Offer”), Section 9
(“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”),
Section 12 (“Effects of the Offer on the Market for Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants; Registration
under the Exchange Act”), Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material U.S.
Federal Income Tax Consequences”), Section 15 (“Extension of the Tender Offer; Termination; Amendment”), Section
16 (“Fees and Expenses”) and Section 17 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by
reference. |
| (b) |
Purchases: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
| (e) |
Agreements Involving the Subject Company’s Securities: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
| (a) |
Purposes: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) of the Offer to Purchase is incorporated herein by reference. |
| (b) |
Use of the Securities Acquired: The information set forth in Section 5 (“Purchase of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants and Payment of Purchase Price”) of the Offer to Purchase is incorporated herein by reference. |
| (c) |
Plans: The information set forth in Section 2
(“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) of the Offer to Purchase is incorporated herein by
reference. |
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
| (a) |
Source of Funds: The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. |
| (b) |
Conditions: The information set forth in Section 7 (“Conditions of the Offer”) of the Offer to Purchase is incorporated herein by reference. |
| (d) |
Borrowed funds: The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
| (a) |
Securities Ownership: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
| (b) |
Securities Transactions: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED
OR USED.
| (a) |
Solicitations or Recommendations: The information set forth in Section 16 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 10. FINANCIAL STATEMENTS.
| (a) |
Financial Information. Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”)
on March 31, 2026, including the financial information set forth in Item 8 – Financial Statements and Supplementary Data of
our Annual Report on Form 10-K, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30,
2026, filed with the SEC on May 14, 2026 and August 7, 2026, respectively, are incorporated herein by reference. Our Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q are available electronically on the SEC’s website at http://www.sec.gov. |
| |
|
| (b) |
Pro Forma Financial Information. Not applicable. |
| |
|
| (c) |
Summary Information. Not applicable. |
ITEM 11. ADDITIONAL INFORMATION.
| (a) |
Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”), Section 10 (“Certain Information Concerning the Company”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) and Section 13 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference. |
| (c) |
Other material information. The information
set forth in the Offer to Purchase and the related Letters of Transmittal, copies of which are filed as Exhibits (a)(1)(A),
(a)(1)(B) and (a)(1)(C) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by
reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference. |
ITEM 12. EXHIBITS.
An exhibit index immediately preceding the
signature page hereto is incorporated by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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). |
| |
|
| (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) |
| |
|
| (g) |
Not Applicable. |
|
|
| (h) |
Not Applicable. |
| |
|
| 107* |
Filing Fee Table. |
| |
|
| * |
Filed herewith. |
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 16, 2026
| SkyAI, Inc. |
|
| |
|
|
| By: |
/s/ Paul K. Danner |
|
| Name: |
Paul K. Danner |
|
| Title: |
Chief Executive Officer |
|
