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SkyAI sells about 1 million SOL and plans a cash tender

SkyAI intends to buy up to 95% of each class of shares and warrants at $3.00. The company says it sold about 1 million SOL and still holds about 1 million. The board rejected Forward Industries.

SOLANA·HUB Editorial

On 11 October, SkyAI (Nasdaq: SKYA) announced a cash tender offer. The company intends to buy up to 95% of each class of its common stock and of three warrant classes at $3.00 apiece. The release says SkyAI has sold about 1 million SOL, about half of its SOL holdings, and still held about 1 million SOL on the date of the announcement.

The offer has not started. The release says it may not start. SkyAI expects to commence it on or about 15 October and to keep it open for 10 business days, unless it is extended or ended earlier. SkyAI expects to file the offer documents with the SEC by 15 October. This announcement is not itself an offer. Purchases would be made only under a Schedule TO.

As of 12 October, SkyAI’s EDGAR feed showed no Schedule TO and no 8-K about this offer. A full-text search from 1 October through 12 October for SkyAI on forms 8-K, TO, TO-I, and SC TO-I returned no hits. The newest entries on the company feed were a Form 4 and a Form 3 filed on 9 October.

Size and conditions

SkyAI expects to buy up to 46.37 million shares of common stock, 95% of the shares outstanding, and up to 20.72 million warrants, 95% of each class. The maximum aggregate price is about $201 million. The release names the three classes as cash pre-funded warrants, cryptocurrency pre-funded warrants, and strategic advisor warrants.

The offer is conditioned on at least 50% of each class being validly tendered and not validly withdrawn. It is also conditioned on the closing price of SOL staying above $100 per SOL throughout the offer period. SkyAI may waive conditions. The offer is not subject to financing. SkyAI says its cash plus the market value of its digital assets exceeds the maximum purchase price.

If more than 95% of a class is tendered, SkyAI expects to buy that class pro rata. Tendered securities can be withdrawn until the offer expires. SkyAI expects to pay with cash on hand and with proceeds from SOL sales. It may sell more SOL depending on market conditions. The existing share repurchase program is suspended. Outside the offer, SkyAI will not buy shares until at least ten business days after the offer expires.

A holder who crosses 15% of the shares outstanding only because of purchases in the offer does not trigger the shareholder rights plan on that account. A further purchase after the offer expires does.

Neither SkyAI, the board, nor the information agent recommends tendering or declining. Each holder decides. MacKenzie Partners is the information agent and depositary.

Forward Industries

The board rejected Forward Industries’ latest proposal. A special committee of independent directors recommended the rejection unanimously, and the board followed that unanimously. Forward offers 0.306 shares of FWDI common stock per SKYA share, with no fixed timing and no fixed value. The board says that undervalues SkyAI and is not in shareholders’ interests. SkyAI is not taking the proposal forward.

In the release, SkyAI describes itself as a Solana digital-asset treasury. After the offer, the company says it intends to stay with the strategy announced in May 2026. The release describes that work as a financial platform combining stablecoin rails on Solana with AI.

What to watch

  • Whether a Schedule TO is filed and the offer starts on or about 15 October
  • Whether the 50% minimum per class is met and the SOL closing-price condition holds
  • Whether SkyAI sells more SOL

Sources

#skyai #treasury #tender-offer #sol