SkyAI's $3 tender offer: terms, deadline and what holders should check before Oct. 29

SkyAI, Inc. (Nasdaq: SKYA) is offering $3.00 in cash for up to 95% of each class of its common stock and three classes of warrants. The offer expires one minute after 11:59 p.m. New York City time on Oct. 29, 2026, unless it is extended or ends early. The company says it has sold all of its Solana (SOL), so the offer no longer depends on the SOL price. It reported about $223.8 million in cash as of Oct. 16, 2026, against a maximum cost of about $201.3 million. The latest SEC filing found, an amendment to the Schedule TO filed Oct. 20, 2026, added a shareholder email and the Oct. 19 press release as exhibits and left the terms unchanged. No extension or tender results had been filed at the time of writing.

The offer at a glance

• Price: $3.00 in cash per share. Warrants are bought at $3.00 less their $0.0001 exercise price, and warrant holders can tender without exercising first (Oct. 19, 2026 release).
• Size: Up to 95% of each class, or about 67.1 million securities. That is 48,311,489 common shares, 4,880,734 cash pre-funded warrants, 9,939,850 cryptocurrency pre-funded warrants and 3,955,293 strategic warrants.
• Maximum cost: About $201.3 million if fully subscribed.
• Funding: Cash on hand, including proceeds from the SOL sales. There is no financing condition and no borrowing (Offer to Purchase).
• Expiry: One minute after 11:59 p.m. New York City time on Oct. 29, 2026.
• Board position: The board approved the offer on Oct. 11, 2026. It makes no recommendation on whether to tender.
• Information agent and depositary: MacKenzie Partners, Inc.

How the offer changed between Oct. 11 and Oct. 19

Oct. 11, 2026 (intention announced). SkyAI said it planned a $3.00 tender for up to 95% of each class. The price was a 65% premium to the Oct. 9 close of $1.82 and more than 100% above the 60-day volume-weighted average price. At that stage the offer was to be contingent on "the price of SOL remaining above $100 per SOL during the offer period." The company said it had sold about 1 million SOL, roughly half its holdings. In the same release, the board rejected an unsolicited, non-binding proposal from Forward Industries, Inc. of 0.306 Forward shares per SkyAI share, saying the proposal undervalues SkyAI.

Oct. 14, 2026 (terms set). SkyAI reported about $204.6 million in cash and about 210,000 locked SOL still held. It said recent SOL sales averaged $107.51 per SOL, net of fees. It also put the price at about 0.95 times market net asset value (mNAV).

Oct. 15–16, 2026 (offer launched). The Offer to Purchase, dated Oct. 15, says the sale of all SOL was completed on Oct. 15 and that the company holds no digital assets. The Schedule TO was filed Oct. 16. SkyAI's Oct. 19 release dates the start of the offer to Oct. 16.

Oct. 19–20, 2026. SkyAI issued the commencement release and filed an 8-K. On Oct. 20 it filed Schedule TO Amendment No. 1, which added exhibits without changing the terms.

The SOL price condition is gone. The Oct. 19 release states that the offer "is not conditioned on the price of SOL."

Conditions that can still stop or shrink the offer

Minimum tender conditions

• Common shares: at least 50% of the shares sought must be tendered.
• Cash and cryptocurrency pre-funded warrants: one combined test, at least 50%.
• Strategic warrants: a separate test, at least 50%.

The share test does not depend on the warrant classes, and each warrant test does not depend on the other classes.

Other conditions in the Offer to Purchase

These include:

• no general suspension of U.S. trading
• no legal action that could block or delay the offer
• no material adverse change at the company
• no competing tender offer or merger proposal
• no new holder acquiring more than 5%
• the company's own determination that the offer is not reasonably likely to cause a Nasdaq delisting

Proration

If holders properly tender more than 95% of a class, SkyAI buys pro rata within that class. A holder may therefore have only part of a tender accepted.

How to tender or withdraw

• Held through a broker or other nominee: instruct the nominee. Nominees may set deadlines earlier than Oct. 29.
• Registered holders: complete the Letter of Transmittal and deliver it to MacKenzie Partners. The information agent's email says registered holders will receive a DocuSign email with the Letter of Transmittal.
• Withdrawal: tendered securities can be withdrawn at any time before expiry.
• Payment: made in cash promptly after expiry, without interest and less any applicable withholding taxes.
• Extension: if the offer is extended, SkyAI says it will announce the new expiry by press release no later than 9:00 a.m. New York City time on the next business day after the previous expiry.
• Contact: MacKenzie Partners, (800) 322-2885 or (212) 929-5500, [email protected].

Tax points stated in the offer documents

• U.S. holders: a sale for cash is a taxable transaction. It counts as a sale or exchange if it meets one of the three Section 302 tests: a complete termination of interest, a "substantially disproportionate" redemption, or one "not essentially equivalent to a dividend". Otherwise the full payment is treated as a distribution, which may be taxed as a dividend. Proration can affect which test applies.
• Non-U.S. holders: SkyAI intends to treat the payment as a dividend for withholding purposes, at 30% of gross proceeds unless a lower rate is established on the applicable IRS Form W-8.

What the numbers mean

The figures in SkyAI's filings are internally consistent:

• The four class counts add up to 67,087,366 securities. At $3.00 that is about $201.3 million.
• The 0.95x mNAV figure follows from $3.00 times about 70.6 million shares and warrants outstanding, divided by about $223.8 million in net cash, all as of Oct. 16. In other words, the offer price is slightly below the company's own cash per security.
• The Oct. 14 close was $2.55, below the $3.00 price.

If the offer is fully subscribed, about 2,542,710 shares would remain outstanding. SkyAI says it intends to stay listed on the Nasdaq Capital Market and does not plan to delist or deregister. It plans to spend the remaining cash on its agentic AI financial platform, operating costs and existing obligations. The company took its current name in May 2026, when it said it was moving away from its legacy business. As of the Offer to Purchase, no director or executive officer had said whether they would tender.

What is not yet known

• The tender results.
• Whether any class will be prorated.
• Whether every 50% minimum will be met.
• Whether the offer will be extended.
• The total SOL sold and the total proceeds. The filings give an average of $107.51 per SOL for some sales but no totals.
• The date of Forward Industries' proposal and any response from Forward. Neither appears in SkyAI's filings.

Limitations: every figure here comes from SkyAI's own releases and SEC filings, and the company has not yet reported results.