Form 8-K

8-K — SkyAI, Inc.

Accession: 0001493152-26-047520

Filed: 2026-10-19

Period: 2026-10-19

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)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001737995

2026-10-19

0001737995

SKYA:CommonStockParValue0.0001Member

2026-10-19

0001737995

SKYA:CommonStockPurchaseWarrantsMember

2026-10-19

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

19, 2026

SkyAI,

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41355

82-3751728

(State or Other Jurisdiction

of 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 19, 2026, SkyAI, Inc. (“SKYAI” or the “Company”) issued a press release announcing the commencement of

its previously announced tender offer (the “Offer”) on October 16, 2026, 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 Offer is being made upon the terms and subject to the conditions set forth in the Offer to

Purchase, dated October 16, 2026 (the “Offer to Purchase”), the related letters of transmittal and other related materials

filed on such date as part of the Schedule TO with the Securities and Exchange Commission.

copy of the press release announcing the Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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 19, 2026 with respect to the Offer

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document)

Additional

Information Regarding the Offer

This

communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer

to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants are being made solely pursuant

to the offer to purchase, a letters of transmittal and other related materials that the Company has filed as part of a tender offer statement

on Schedule TO with the Securities and Exchange Commission (the “SEC”). Investors may 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, INCLUDING THE OFFER MATERIALS OF THE COMPANY

AND ANY AMENDMENTS OR SUPPLEMENTS 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 the Section 27A of the Securities Act, and Section

21E of the Securities Exchange Act of 1934, as amended. All statements in this communication 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 from

those expressed or implied by such statements.

Risks

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

and completion 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 number of shares and warrants of each class that will be validly tendered and not validly withdrawn in the Offer; (iv) the possibility

that any or all of the various conditions to the consummation of the Offer, including the minimum tender 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 or warrant holder litigation in connection with

the Offer may result in significant costs of defense, indemnification and liability; (ix) the Company’s ability to achieve the

anticipated benefits of the Offer; and (x) risks and uncertainties pertaining to the Company’s business, 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, including any amendments or supplements thereto.

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 19, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

SkyAI

Commences Cash Tender Offer to Purchase Up to 67.1 Million Shares and Warrants

NEW

YORK – October 19, 2026 – SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) commenced on

October 16, 2026 its previously announced cash 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 warrants at a purchase price of

$3.00 per share or warrant in cash. Based on our cash holdings as of October 16, 2026, the purchase price represents an approximately

0.95x multiple of our net asset value (“mNAV”).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.

Holders

of cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic 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 16, 2026, the related Letter of Transmittal

for their respective class and the other tender offer materials (the “Offer Materials”) that the Company has filed

with the U.S. Securities and Exchange Commission (the “SEC”) as exhibits to its Schedule TO. The Offer Materials 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.

Cash

Position and Funding of the Offer

of October 16, 2026, the Company holds approximately $223.8 million in cash and has completed the sale of all of its SOL.

Because the Company no longer holds any SOL, the Offer is not conditioned on the price of SOL, which the Company had initially expected

to include as a condition when it announced the Offer on October 11, 2026.

The

Company will pay for the shares and warrants purchased in the Offer, and the related fees and expenses, from cash on hand. The Offer

is not subject to a financing condition and does not require any borrowing. If the Offer is fully subscribed, the aggregate Purchase

Price will be approximately $201.3 million.

Securities

Sought in the Offer

The

Offer is for up to 48,311,489 shares of common stock, 4,880,734 cash pre-funded warrants, 9,939,850 cryptocurrency pre-funded warrants

and 3,955,293 strategic warrants, in each case 95% of the class outstanding. Cash pre-funded warrants, cryptocurrency pre-funded

warrants and strategic warrants will be purchased at the Purchase Price less their exercise price of $0.0001 per warrant.

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. Net cash is approximately $223.8M,

all as of October 16, 2026.

The

offer for shares is conditioned upon at least 50% of the shares offered for tender in the Offer being tendered. The offer for cash pre-funded

warrants and cryptocurrency pre-funded warrants is conditioned upon at least 50% of the cash pre-funded warrants and cryptocurrency pre-funded

warrants offered for tender being tendered on a combined basis. The offer for strategic warrants is conditioned upon at least

50% of the strategic warrants offered for tender in the Offer being tendered. For the avoidance of doubt, (i) the offer for shares is

not conditioned upon any minimum number of cash pre-funded warrants, cryptocurrency pre-funded warrants or strategic warrants being tendered,

(ii) the offer for cash pre-funded warrants and cryptocurrency pre-funded warrants is not conditioned upon any minimum number of shares

or strategic warrants being tendered, and (iii) the offer for strategic warrants is not conditioned upon any minimum number of

shares, cash pre-funded warrants or cryptocurrency pre-funded warrants being tendered.

more than 95% of any class is properly tendered and not properly withdrawn, the Company will purchase the securities of that class on

a pro rata basis within that class. Holders may withdraw tendered shares and warrants at any time before the Offer expires. The Company

will pay for shares and warrants accepted in the Offer promptly after the Offer expires, in cash, less any applicable withholding taxes

and without interest.

The

Company intends for its common stock to remain listed on the Nasdaq Capital Market and registered under the Securities Exchange Act of

1934 after the Offer.

Recommendation Regarding Participation in the Offer

The

Board has approved the Offer. However, 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 the shareholder or warrant holder should

tender or refrain from tendering shares or warrants in the Offer or as to the number of shares or warrants a shareholder or warrant holder

should tender.

Each

shareholder and warrant holder must make his, her or its own decision regarding whether to participate in the Offer and, if so, how many

shares or warrants to tender. Shareholders and warrant holders are urged to carefully review the Offer Materials and to consult their

own financial, tax and legal advisors in making that decision.

Additional

Information Regarding the Offer

This

communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and offer

to buy shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic warrants are being made solely pursuant to

the Offer Materials that the Company has filed as part of a tender offer statement on Schedule TO with the Securities and Exchange

Commission. Investors may 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, INCLUDING THE OFFER MATERIALS OF THE COMPANY AND ANY AMENDMENTS OR SUPPLEMENTS

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 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

press release contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act, and 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 from those expressed

or implied by such statements.