Form 8-K

8-K — SkyAI, Inc.

Accession: 0001493152-26-047079

Filed: 2026-10-15

Period: 2026-10-14

CIK: 0001737995

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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)

October

14, 2026

SkyAI,

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41355

82-3751728

(State or Other Jurisdiction

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

105

Maxess Road, Suite 124, Melville, NY

(631)

574-4436

11747

Address of principal

executive offices

(Registrant’s

Telephone Number,

Including

Area Code)

(Zip Code)

Not

Applicable

(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 ☒

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

8.01.

Other

Events.

October 14, 2026, SkyAI, Inc. (“SKYAI” or the “Company”) issued a press release announcing its plans to launch

its previously announced tender offer (“Offer”) on October 15, 2026.

Item

9.01.

Financial

Statements and Exhibits.

(d)

See attached Exhibit Index.

EXHIBIT

INDEX

Exhibit

No.

Description

99.1

Press release of SkyAI, Inc. dated October 14, 2026 with respect to the Offer

104

Cover Page Interactive Data File (formatted as Inline XBRL)

Additional

Information Regarding the Offer

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 Securities and Exchange Commission.

If applicable, once filed, investors will be able to obtain a free copy of these materials and all other documents filed by the Company

with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with

or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.skyai.co. INVESTORS

AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE, INCLUDING THE OFFER MATERIALS OF THE COMPANY

AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR

ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES, CASH PRE-FUNDED WARRANTS, CRYPTOCURRENCY PRE-FUNDED

WARRANTS AND STRATEGIC ADVISOR WARRANTS INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS

OF THE OFFER.

About

SkyAI

SkyAI,

Inc. (Nasdaq: SKYA) is building a financial platform that will combine stablecoin rails on Solana with AI. For additional information,

please visit www.skyai.co.

Forward-Looking

Statements

This communication

contains “forward-looking statements” within the meaning of 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 Offer, including its timing, terms, funding and completion, the Company’s strategy

and product roadmap 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.

Risks

and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing and terms of the Offer;

(ii) the risk that the Offer may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company’s

shareholders and/or warrant holders tendering their shares or warrants in the Offer; (iv) the possibility that any or all of the various

conditions to the consummation of the Offer, including the minimum condition for each class, may not be satisfied or waived; (v) the

occurrence of any event, change or other circumstance that could give rise to the termination of the Offer; (vi) the effect of the announcement

or pendency of the Offer on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with

its customers, suppliers and others with whom it does business, its operating results and business generally or the trading market for

its common stock; (vii) risks related to the Offer diverting management’s attention from the Company’s ongoing business operations;

(viii) the risk that shareholder litigation in connection with the Offer may result in significant costs of defense, indemnification

and liability; (ix) the Company’s ability to achieve the benefits contemplated by the Offer; and (x) risks and uncertainties pertaining

to the Company’s business, including the price of SOL, the Company’s ability to sell SOL at acceptable prices to fund the

Offer and the risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025

and its other filings with the SEC, as well as the Offer materials to be filed by the Company in connection with the Offer.

Forward-looking

statements speak only as of the date of this communication. 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.

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 hereunto duly authorized.

SkyAI, Inc.

By:

/s/

Paul K. Danner

Name:

Paul K. Danner

Title:

Principal Executive Officer

Date:

October 14, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

CONFIDENTIAL

SkyAI

to Commence $3.00 Per Share/Warrant Tender Offer and File Offer Materials with the SEC After Market Close on October 15, 2026

SkyAI

will commence a cash tender offer on October 15, 2026 for up to 95% of its outstanding shares, pre-funded warrants and strategic advisor

warrants at $3.00 per share or warrant

SkyAI

holds approximately $204.6M in cash and approximately 210,000 locked SOL as of October 14, 2026, and expects to hold no SOL once the

Offer is completed

NEW

YORK – October 14, 2026 — SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today

announced that it will commence its tender offer (the “Offer”) on October 15, 2026, when it files a Tender Offer

Statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”) after the market closes. The

Company also provided an update on its net asset position.

October 11, 2026, the Company announced its intention 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 or warrant in cash

(the “Purchase Price”). The Purchase Price represents a 65% premium to SKYA’s closing share price on October 9, 2026,

the business day prior to the announcement of the Company’s intention to undertake the Offer, and a premium of over 100% to its

60-day volume-weighted average price as of that date.

of October 14, 2026, the Company holds approximately $204.6 million in cash and approximately 210,000 locked SOL. Over the last

few days, the Company sold a combination of liquid and locked SOL at an average price of $107.51 per SOL, net of fees, with sales spread

out between BitGo, Anchorage and Coinbase. The Company intends to continue selling its remaining SOL holdings. Based on the Company’s

current cash and SOL holdings, the Purchase Price of $3.00 represents a market net asset value (“mNAV”) multiple of approximately

0.95x.1

The

Offer will expire at one minute after 11:59 p.m., New York City time, on October 29, 2026, unless extended or earlier terminated. The

Offer is subject to the conditions described in the Offer to Purchase, including the minimum condition for each class. The Company expects

to hold no SOL following completion of the Offer.

Holders

of cash pre-funded warrants, cryptocurrency pre-funded warrants and the strategic advisor warrants who wish to participate in the Offer

do not need to exercise their warrants into common stock first. They may tender their warrants directly into the Offer at a purchase

price of $3.00 per warrant, under the procedures set forth in the Offer to Purchase, dated October 15, 2026, the related Letter of Transmittal

and the other tender offer materials (the “Offer Materials”) that the Company will file with the SEC as exhibits to its Schedule

TO. The Offer Materials will contain important information about the terms and conditions of the Offer.

Holders

whose shares are held through a broker, dealer, commercial bank, trust company or other nominee should contact that nominee for instructions

on how to tender. Questions and requests for assistance, or for additional copies of the Offer Materials, may be directed to MacKenzie

Partners, Inc., the information agent for the Offer, at (800) 322-2885 or (212) 929-5500, or by email at tenderoffer@mackenziepartners.com.

mNAV is the Purchase Price of $3.00 multiplied by approximately 70.6M shares of common stock, cash pre-funded warrants, cryptocurrency

pre-funded warrants and strategic advisor warrants outstanding, divided by the Company’s net cash and digital assets. Net cash

and digital assets is comprised of cash of approximately $204.6M, plus approximately 210,000 locked SOL valued at a 10% discount to a

market price of $103 per SOL, all as of October 14, 2026.