SkyAI Plans $3 Cash Tender Offer for Shares and Warrants
SkyAI, a Nasdaq-listed company with a Solana-focused digital asset treasury, plans to launch a cash tender offer at $3 per share or eligible warrant, potentially spending approximately $201 million to repurchase up to 95% of each eligible class of securities.
The company announced on October 11, 2026, that it expects the offer to begin around October 15 and remain open for 10 business days, unless extended or terminated earlier. The proposed offer covers common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants.
According to SkyAI’s official announcement, the company expects to purchase up to 46.37 million common shares and up to 20.72 million warrants across the eligible classes. The maximum aggregate purchase price is approximately $201 million.
Offer Price Represents a Premium to Recent Trading
SkyAI said the proposed $3 price represents a 65% premium to its October 9 closing price and more than a 100% premium to its 60-day volume-weighted average price. A volume-weighted average price, or VWAP, measures the average trading price over a period while accounting for trading volume.
The offer is intended to provide shareholders and eligible warrant holders with an opportunity to receive cash directly from the company. Holders who prefer to retain their securities can decide not to participate, subject to the final offer terms.
The tender offer had not yet commenced when SkyAI announced its intention. The company said it expected to file detailed offer materials with the U.S. Securities and Exchange Commission by October 15. Those documents are expected to establish the definitive procedures, terms and conditions. Investors can monitor filings through the SEC’s EDGAR company search.
SkyAI Plans to Use Cash and Solana Sale Proceeds
A central part of the proposal is how SkyAI intends to pay for the repurchases. The company said it expects to use cash on hand alongside proceeds from selling SOL held in its treasury.
SkyAI recently sold approximately 1 million SOL, representing roughly half of its previous holdings. It reported retaining approximately another 1 million SOL as of the announcement and said it could sell additional tokens depending on market conditions.
The company stated that the offer would not be subject to financing conditions because the combined value of its cash and digital assets exceeds the maximum purchase price. This does not mean the transaction is unconditional: the offer remains subject to specified market, participation, legal and listing requirements.
The planned sales connect SkyAI’s cryptocurrency treasury strategy directly to its proposed capital return. Rather than keeping all of its SOL exposure on the balance sheet, the company intends to convert part of its holdings into cash to finance the repurchase of its own securities.
SOL Must Remain Above $100 for the Offer Period
The proposed tender offer includes several conditions. At least 50% of each eligible class must be validly tendered and not withdrawn for the offer to proceed under its stated terms. In addition, SOL’s closing price must remain above $100 per token throughout the offer period.
Other conditions include the absence of legal actions or orders that block the transaction, no general suspension of trading or material adverse change in equity or digital asset markets, and no outcome that would cause SkyAI’s common stock to be delisted from Nasdaq or deregistered under the Securities Exchange Act of 1934. The company said it may waive certain conditions.
If more than 95% of an eligible class is tendered, SkyAI expects to purchase securities in that class on a pro rata basis, subject to the definitive terms. This means accepted securities could be allocated proportionally rather than every tendered security being purchased.
The SOL price condition makes the cryptocurrency’s market value a direct factor in the proposed transaction. However, the final offer materials will provide the controlling details for how the conditions are assessed and administered.
Board Rejects Forward Industries’ Acquisition Proposal
Alongside the tender offer announcement, SkyAI said its board unanimously rejected Forward Industries’ latest unsolicited, non-binding acquisition proposal. Forward had proposed an exchange ratio of 0.306 Forward Industries shares for each SkyAI share.
SkyAI’s independent-director special committee reviewed the proposal with help from independent advisers. Both the committee and the full board concluded that the offer undervalued SkyAI and did not provide sufficient certainty regarding timing and value. The board therefore decided not to proceed.
Forward’s earlier proposal, announced in September, offered SkyAI shareholders the option to receive cash, Forward shares or a combination of the two. Its proposed fixed exchange ratio meant the dollar value of the consideration depended on Forward’s share price. SkyAI’s proposed $3 tender offer, by contrast, specifies a cash price, subject to the offer’s conditions.
Forward’s official proposal announcement provides background on its September approach. The latest rejection reflects SkyAI’s decision to pursue its own capital-return plan rather than accept the proposed stock-based acquisition.
What the Plan Means for SkyAI’s Treasury Strategy
SkyAI said it intends to continue pursuing the strategic transformation announced in May 2026 and building an agentic AI financial platform. The company described the tender offer as a way to adjust its capital structure while allowing eligible holders to choose between taking liquidity and retaining exposure to its future performance.
The proposal also creates a trade-off for the company’s treasury strategy: using SOL sale proceeds to repurchase securities reduces the amount of cryptocurrency held, while potentially changing the number of shares and warrants remaining after the offer.
The final outcome will depend on participation, SOL’s price, the other stated conditions and the definitive offer documents. The announcement is an intention to commence a tender offer, not confirmation that the repurchases have been completed.
For now, SkyAI’s plan combines a large proposed cash repurchase with a partial reduction in its SOL holdings, while its board has rejected Forward Industries’ latest attempt to acquire the company.
