NEW YORK, Oct. 11, 2026 (GLOBE NEWSWIRE) -- SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today announced that it intends to commence a tender offer (the “Offer”) to purchase up to 95% of each class of its outstanding common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants at a purchase price of $3.00 per share in cash (the “Purchase Price”). This price represents a 65% premium above SkyAI’s closing share price on October 9, 2026, and a premium of over 100% to the 60-day volume-weighted average price of SKYA.
- •SkyAI intends to purchase up to 95% of each class of its outstanding common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants
- •Purchase price represents a 65% premium above SkyAI’s closing share price on October 9, 2026, and an over 100% premium to the 60-day volume-weighted average price
- •The Board rejects Forward Industries’ latest unsolicited proposal after determining it undervalues SkyAI and is not in the best interests of shareholders
The Company expects to commence the Offer on or about October 15, 2026, and anticipates that it will continue for 10 business days, unless extended or earlier terminated in accordance with the terms of the Offer. To tender shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants, holders must follow the instructions that will be provided in the tender offer materials (the “Offer Materials”) that the Company expects to file with the U.S. Securities and Exchange Commission (the “SEC”) by October 15, 2026.
The Offer will be contingent upon subscription of a minimum of 50% of each class being validly tendered and not validly withdrawn, and on the price of SOL remaining above $100 per SOL during the offer period. The Offer is not subject to any financing conditions as the Company’s total current cash combined with the market value of its digital assets exceeds the maximum aggregate purchase price of the Offer.
The SkyAI Board of Directors believes the Offer represents a disciplined use of capital that will provide shareholders and warrant holders who desire liquidity an opportunity to sell shares or warrants directly to the Company. Following the Offer, the Company intends to remain focused on executing the strategic transformation announced in May 2026 and building an agentic AI financial platform.
Subject to final approval of the terms of the Offer and the satisfaction of applicable legal and regulatory requirements, SkyAI currently expects the Offer to provide for the purchase of up to 46.37M shares of common stock (95% of the outstanding shares), and up to 20.72M cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants (95% of each class outstanding) for $3.00 per share in cash, for a maximum aggregate purchase price of approximately $201M.
The Company expects to fund purchases pursuant to the Offer using cash on hand and proceeds from sales of SOL held in its treasury. The Company has recently sold approximately 1M Solana tokens, representing approximately 50% of its Solana holdings, and holds approximately 1M Solana tokens as of the date of this announcement. SkyAI has suspended repurchases of its common stock under its share repurchase program and will not purchase shares other than in the Offer until at least ten business days after the Offer expires.
The Company has retained MacKenzie Partners, Inc. to serve as information agent and depositary agent. Shareholders and warrant holders with questions regarding the Offer may contact the information agent at (800) 322-2885 or (212) 929-5500 and tenderoffer@mackenziepartners.com. 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 to tender or refrain from tendering shares or warrants in the Offer.
The Company also announced that the Special Committee of independent directors of the Board has completed its review of Forward Industries, Inc.’s latest unsolicited, non-binding acquisition proposal. The Special Committee unanimously recommended to the Board and the Board unanimously determined that Forward’s latest proposal at an exchange ratio of 0.306 shares of common stock in FWDI per SkyAI share with no certainty of timing or value undervalues SkyAI and is not in the best interests of SkyAI and its shareholders. Accordingly, the Board has decided not to move forward with the proposal.
The Offer described above has not yet commenced and may not commence. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. Any solicitation and offer to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that the Company intends to file with the SEC. Investors and security holders are advised to read these documents if and when they become available, carefully and in their entirety, prior to making any decisions with respect to the Offer.
View the original release on GlobeNewswire.