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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): June 1, 2026 (May 26, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 26, 2026, Sharps Technology, Inc., a Nevada corporation (which we refer to both before and after the corporate name change
referred to below as the “Company”) filed a Certificate of Amendment to its articles of incorporation (the
“Amendment”) to change the name of the Company to SkyAI, Inc. and effectuate the name change with the Nevada Secretary
of State. A shareholder vote was not necessary to effectuate the name change and the name change does not affect the rights of any
of the Company’s security holders. The foregoing description of the Amendment is qualified in its entirety by reference to the
full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this
Item 5.03.
The
Company’s common stock and warrants trade on the Nasdaq Capital Market. On May 28, 2026, the Company’s common ceased trading
under the ticker symbol “STSS” and began trading under the new ticker symbol “SKYA,” and its warrants ceased
trading under the ticker symbol “STSSW” and began trading under the new ticker symbol “SKYAW.”
Item
8.01 Other Events.
On
May 27, 2026, the Company issued a press release announcing its name change, the change in its ticker symbols, and a strategic transformation
of its business, reflecting a shift from its legacy operations to the development of a technology-driven financial platform. A copy of
the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
The
Company is now focused on building an agentic finance platform designed to serve emerging markets across Asia, Latin America, and Africa
(the “Global South”). The platform is intended to combine artificial intelligence (AI) with blockchain-based infrastructure,
including stablecoin rails, to provide users with access to financial services, including U.S. dollar–denominated savings alternatives,
financial education, and data-driven financial insights. The Company’s strategy is focused on addressing gaps in traditional banking
infrastructure in its service regions, including limited access to stable financial systems and exposure to local currency volatility.
By leveraging AI to aggregate and analyze on-chain financial data, the platform is being designed to enable users to better manage assets
and access capital markets.
As
part of its strategic transformation, the Company has established an international operational headquarters in Hong Kong to support licensing,
talent acquisition, and regional expansion efforts. The Company also intends to utilize blockchain infrastructure, including the Solana
network, as a foundational layer for its platform and treasury strategy.
The
name change and the Company’s strategic shift toward an AI-focused business involve significant risks and uncertainties. The risks
and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or which
we currently deem immaterial, may also impact us, our business, bitcoin holdings, financial condition, and results of operations.
Our
use and integration of AI, including generative AI, in connection with our Solana treasury strategy and broader business operations expose
us to operational, legal, regulatory, reputational, and competitive risks.
AI
technologies, particularly generative AI, remain in relatively early stages of commercial deployment and are inherently complex and rapidly
evolving. These technologies may produce inaccurate, incomplete, misleading, or “hallucinatory” outputs and may embed unintended
biases or discriminatory or otherwise flawed results that may not be readily detectable. To the extent that AI-driven analyses, forecasts,
or decision-making tools are used in connection with our treasury management, digital asset strategies, or related services, any deficiencies,
inaccuracies or perceived flaws in such outputs could adversely affect our decision-making, financial performance, reputation, and competitive
position.
In
addition, our reliance on AI-powered tools may increase the risk of inadvertent disclosure or misuse of confidential or proprietary information.
If our employees, contractors, or service providers input sensitive information into third-party AI systems, such information could become
part of external training datasets or otherwise be exposed to third parties, potentially impairing our ability to protect our intellectual
property or maintain the confidentiality of our strategic or financial data. Our ability to mitigate these risks depends in large part
on the effectiveness of our internal controls, policies, and safeguards governing the use of AI technologies.
The
legal and intellectual property landscape surrounding generative AI is uncertain and evolving. Content generated using AI tools may not
be eligible for copyright protection, which could limit our ability to commercialize such content or assert ownership rights. Furthermore,
AI-generated outputs may inadvertently infringe upon third-party intellectual property, privacy, or publicity rights, including where
such outputs are derived from or resemble protected materials used in training underlying models. Any such claims could result in litigation,
liability, regulatory scrutiny, or restrictions on our use of AI technologies.
Our
use of AI may also increase our exposure to cybersecurity risks, including potential data breaches or unauthorized access to sensitive
information processed through AI systems. Any such incidents could result in legal liability, regulatory enforcement, reputational harm,
and increased costs associated with remediation and compliance.
Additionally,
competitors or other market participants may adopt AI technologies more effectively or more rapidly than we do, which could impair our
ability to compete, particularly in the context of digital asset treasury management and analytics. As AI adoption continues to expand,
we expect to incur additional costs and devote significant resources to developing, maintaining, and monitoring our AI capabilities,
as well as addressing associated ethical, operational, and compliance challenges.
As
a result of the foregoing, our use of AI technologies could materially and adversely affect our business, financial condition and results
of operations.
Evolving
laws, regulations, and regulatory interpretations relating to artificial intelligence may adversely affect our business, including our
ability to use AI in connection with our Solana treasury strategy.
The
regulatory environment governing AI, machine learning, and automated decision-making is rapidly developing and remains uncertain across
jurisdictions. New laws and regulations may be adopted, and existing laws may be interpreted or applied in ways that restrict or impose
additional requirements on our use of AI technologies. We may be required to modify our operations, limit certain uses of AI, or incur
significant costs to achieve compliance, any of which could adversely affect our business, financial condition and results of operations.
For
example, the European Union’s Artificial Intelligence Act (the “AI Act”), which entered into force on August 1, 2024
and is expected to become fully applicable by August 2, 2026, establishes a risk-based framework governing the development and deployment
of AI systems. The AI Act imposes varying levels of obligations depending on the classification of AI systems, including prohibitions
on certain uses and stringent requirements for systems deemed “high-risk.” To the extent our current or future AI applications
fall within the scope of the AI Act or similar regulatory regimes, we may be subject to increased compliance burdens, operational constraints,
and potential liability.
Similarly,
in the United States and other jurisdictions, regulatory authorities have begun adopting and enforcing laws and guidance relating to
AI, data privacy, and consumer protection. These developments may require us to obtain additional consents, implement enhanced governance
frameworks, or modify our use of AI technologies. Regulatory authorities, including the Federal Trade Commission, have also taken enforcement
actions requiring companies to disgorge data or models derived from allegedly non-compliant AI practices. Any such actions directed or
expected to be directed against us could have a material impact on our operations.
If
we are unable to effectively anticipate, manage, and comply with evolving AI-related legal and regulatory requirements, or if our use
of AI technologies becomes restricted or economically impractical, our business may become less efficient, we may face increased costs
or liability, our financial condition or results of operations could suffer, and our competitive position could be adversely affected.
The
information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in any such filing.
Forward-Looking
Statements
Certain
statements contained herein are forward-looking statements, which involve a number of risks and uncertainties. All statements contained
herein other than statements of historical fact are forward-looking statements, including statements regarding the Company’s rebranding,
its strategy and product roadmap, its planned opening of overseas operations in Hong Kong, anticipated hiring, the execution of its Solana
digital asset treasury strategy, and the potential opportunities its various 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
from those expressed or implied in such forward-looking statements, including those inherent in the Company’s ability to successfully
execute its AI technology strategy; volatility in the market price of SOL and other digital assets; changes in the regulatory or legal
environment; competitive pressures; and general market, economic, and business conditions. Although the forward-looking statements contained
herein reflect the good-faith judgments of the Company’s management, these statements are based only on facts and factors currently
known to the Company. Except as required by law, we undertake no obligation to update any forward-looking statements for any reason.
As a result, you are cautioned not to rely unduly on forward-looking statements. The foregoing risks relating to forward-looking statements,
and other risks concerning the Company, are described in additional detail in the Company’s annual report on Form 10-K for the
year ended December 31, 2025, on file with the Securities and Exchange Commission. Copies of such report and other documents are available
from the Company, as well as on the SEC’s website.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation |
| 99.1 |
|
Press Release dated May 27, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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. (formerly Sharps Technology, Inc.) |
| |
|
|
| Dated:
June 1, 2026 |
By: |
/s/
Paul K. Danner |
| |
Name: |
Paul
K. Danner |
| |
Title: |
Principal
Executive Officer |
Exhibit 99.1
Sharps
Technology Becomes SkyAI, Inc. with New Ticker Symbol “SKYA”; Establishing Category-defining Agentic Finance Platform Serving
Global South
| |
● |
Rebrand
to SkyAI, Inc. to reflect evolution of the business to build a global agentic finance platform |
| |
|
|
| |
● |
Opened
operational headquarters in Hong Kong, a global hub for financial technology innovation and a base for licensing and world-class
talent |
NEW
YORK, May 27, 2026 (GLOBE NEWSWIRE) — Sharps Technology, Inc. (“STSS”) today announced a strategic evolution of its
business model - now building an agentic finance platform serving the Global South. In connection with this expansion, the Company has
rebranded as SkyAI, Inc. (“SkyAI” or the “Company”) and the Company expects its common stock will cease trading
under the symbol “STSS” and will commence trading on the Nasdaq under the new ticker symbol “SKYA,” effective
May 28, 2026.
The
multi-phase buildout is already underway The Company has opened its headquarters for overseas operations in Hong Kong, a global hub
for financial technology innovation. The Hong Kong office will be SkyAI’s operational center, where the Company will be securing
relevant licensing as well as recruiting world-class engineering and business development talent. Underpinned by common law, free trade,
and international standards, Hong Kong is often used as an anchor for international expansion and regional connectivity.
The
Company sees a significant opportunity to build agentic finance infrastructure purpose-built for the Global South. The “Global
South” broadly refers to developing and emerging-market countries across Asia, Latin America, and Africa, representing approximately
85%i of the world’s population. These regions encompass some of the world’s fastest-growing economies with young and rapidly
expanding populations. The combination of high GDP growth and developing infrastructure has already produced some of the largest fintech
companies globally - Tether, Ant Financial, Nubank, and Grab among them.
i https://www.weforum.org/stories/2023/07/what-s-in-a-name-for-the-global-south-it-depends-on-who-you-ask
Along
with their significant potential, these jurisdictions face acute challenges; relatively weak banking infrastructure and domestic currencies
which face double-digit inflation that steadily erodes purchasing power. There is clear demand for, yet lack of access to U.S. dollar-denominated
savings and access to a robust banking system. This underscores the untapped value that providing an agentic finance platform for the
Global South can unlock when approached correctly.
Proof
of concept is the rapid adoption of stablecoins in the Global South, which has reached over 500 million usersii solely with blockchain
rails, the basic infrastructure that allows money to move on-chain 24/7. On-chain value received in Asia-Pacific grew 69% year-over-year,
Latin America 63%, and Sub-Saharan Africa 52%iii - making the Global South the fastest-growing region for digital asset adoption globally.
SkyAI
is creating a category-defining product
“This
is among the highest-conviction opportunities we have ever pursued,” said Alice Zhang, Chief Investment Officer of SkyAI. “We
believe the convergence of stablecoin rails, agentic AI, and emerging markets represents a once-in-a-generation opportunity to bank the
world’s unbanked billions of users and unlock previously inaccessible pools of capital amongst the fastest-growing populations
on earth.”
SkyAI
is building an agentic AI platform that incorporates financial literacy education into the Company’s go-to-market, helping the
world’s unbanked population unlock capital and transform their assets into financial empowerment.
The
platform will leverage Solana, the world’s most used public blockchain, which connects a multitude of assets and markets within
one network. AI can then aggregate and organize on-chain data to uncover actionable insights previously inaccessible to average users.
“Solana
is the fastest and lowest-cost blockchain in the world - which is exactly why it is such a powerful treasury asset for us,” said
Paul Danner, Executive Chairman of SkyAI. “Building our agentic finance platform on Solana is the next strategic step: that’s
how we will put the treasury to work and create long-term shareholder value.”
The
development of SkyAI’s agentic finance platform is led by veteran entrepreneurs including Ms. Zhang, who has deep experience scaling
businesses across the Global South over the last decade. Zhang co-founded Jambo Technology - the most distributed Web3 mobile infrastructure
bringing emerging markets on-chain, now reaching users in 100+ countries and built on Solana. Zhang led Jambo’s team to recognize
this opportunity early, built the technical capabilities to serve it, and captured meaningful share across Asia, Latin America, and Africa.
SkyAI is bringing the same approach to agentic finance - a market the team believes represents an even larger opportunity to serve emerging
market users at scale.
More
to follow
Further
announcements will follow in the coming weeks, detailing Management’s vision and how SkyAI will deliver value for shareholders.
ii https://cryptobriefing.com/tether-usdt-500-million-users/
iii https://www.chainalysis.com/blog/2025-global-crypto-adoption-index/
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 Company’s rebranding,
its strategy and product roadmap, the planned opening of overseas operations in Hong Kong, anticipated hiring, the execution of its Solana
digital asset treasury strategy, 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.
These
risks and uncertainties include, among others: the Company’s ability to successfully execute its AI technology strategy; volatility
in the market price of SOL and other digital assets; changes in the regulatory or legal environment; competitive pressures; and general
market, economic, and business conditions. Additional risks are described in the “Risk Factors” section of the Company’s
filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.
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.
About
SkyAI
SkyAI,
Inc. (Nasdaq: SKYA), formerly Sharps Technology, Inc., is building Agentic Finance for the Global South. The Company combines stablecoin
rails with AI to deliver financial access, education, and actionable intelligence to the billions of underbanked users across Asia, Latin
America, and Africa. For additional information, please visit www.theskyai.co.
Media
Contact
Edelman
SmithfieldSkyAI@edelmansmithfield.com
