Form 8-K

8-K — SkyAI, Inc.

Accession: 0001493152-26-026534

Filed: 2026-06-01

Period: 2026-06-01

CIK: 0001737995

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 1, 2026 (May 26, 2026)

SkyAI,

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-41355

82-3751728

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

105

Maxess Road, Suite 124,

Melville,

NY 11747

(Address

of principal executive office) (Zip Code)

(631)

574-4436

(Registrants’

telephone number, including area code)

(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

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

May 26, 2026, Sharps Technology, Inc., a Nevada corporation (which we refer to both before and after the corporate name change

referred to below as the “Company”) filed a Certificate of Amendment to its articles of incorporation (the

“Amendment”) to change the name of the Company to SkyAI, Inc. and effectuate the name change with the Nevada Secretary

of State. A shareholder vote was not necessary to effectuate the name change and the name change does not affect the rights of any

of the Company’s security holders. The foregoing description of the Amendment is qualified in its entirety by reference to the

full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference into this

Item 5.03.

The

Company’s common stock and warrants trade on the Nasdaq Capital Market. On May 28, 2026, the Company’s common ceased trading

under the ticker symbol “STSS” and began trading under the new ticker symbol “SKYA,” and its warrants ceased

trading under the ticker symbol “STSSW” and began trading under the new ticker symbol “SKYAW.”

Item

8.01 Other Events.

May 27, 2026, the Company issued a press release announcing its name change, the change in its ticker symbols, and a strategic transformation

of its business, reflecting a shift from its legacy operations to the development of a technology-driven financial platform. A copy of

the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

The

Company is now focused on building an agentic finance platform designed to serve emerging markets across Asia, Latin America, and Africa

(the “Global South”). The platform is intended to combine artificial intelligence (AI) with blockchain-based infrastructure,

including stablecoin rails, to provide users with access to financial services, including U.S. dollar–denominated savings alternatives,

financial education, and data-driven financial insights. The Company’s strategy is focused on addressing gaps in traditional banking

infrastructure in its service regions, including limited access to stable financial systems and exposure to local currency volatility.

By leveraging AI to aggregate and analyze on-chain financial data, the platform is being designed to enable users to better manage assets

and access capital markets.

part of its strategic transformation, the Company has established an international operational headquarters in Hong Kong to support licensing,

talent acquisition, and regional expansion efforts. The Company also intends to utilize blockchain infrastructure, including the Solana

network, as a foundational layer for its platform and treasury strategy.

The

name change and the Company’s strategic shift toward an AI-focused business involve significant risks and uncertainties. The risks

and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or which

we currently deem immaterial, may also impact us, our business, bitcoin holdings, financial condition, and results of operations.

Our

use and integration of AI, including generative AI, in connection with our Solana treasury strategy and broader business operations expose

us to operational, legal, regulatory, reputational, and competitive risks.

technologies, particularly generative AI, remain in relatively early stages of commercial deployment and are inherently complex and rapidly

evolving. These technologies may produce inaccurate, incomplete, misleading, or “hallucinatory” outputs and may embed unintended

biases or discriminatory or otherwise flawed results that may not be readily detectable. To the extent that AI-driven analyses, forecasts,

or decision-making tools are used in connection with our treasury management, digital asset strategies, or related services, any deficiencies,

inaccuracies or perceived flaws in such outputs could adversely affect our decision-making, financial performance, reputation, and competitive

position.

addition, our reliance on AI-powered tools may increase the risk of inadvertent disclosure or misuse of confidential or proprietary information.

If our employees, contractors, or service providers input sensitive information into third-party AI systems, such information could become

part of external training datasets or otherwise be exposed to third parties, potentially impairing our ability to protect our intellectual

property or maintain the confidentiality of our strategic or financial data. Our ability to mitigate these risks depends in large part

on the effectiveness of our internal controls, policies, and safeguards governing the use of AI technologies.

The

legal and intellectual property landscape surrounding generative AI is uncertain and evolving. Content generated using AI tools may not

be eligible for copyright protection, which could limit our ability to commercialize such content or assert ownership rights. Furthermore,

AI-generated outputs may inadvertently infringe upon third-party intellectual property, privacy, or publicity rights, including where

such outputs are derived from or resemble protected materials used in training underlying models. Any such claims could result in litigation,

liability, regulatory scrutiny, or restrictions on our use of AI technologies.

Our

use of AI may also increase our exposure to cybersecurity risks, including potential data breaches or unauthorized access to sensitive

information processed through AI systems. Any such incidents could result in legal liability, regulatory enforcement, reputational harm,

and increased costs associated with remediation and compliance.

Additionally,

competitors or other market participants may adopt AI technologies more effectively or more rapidly than we do, which could impair our

ability to compete, particularly in the context of digital asset treasury management and analytics. As AI adoption continues to expand,

we expect to incur additional costs and devote significant resources to developing, maintaining, and monitoring our AI capabilities,

as well as addressing associated ethical, operational, and compliance challenges.

a result of the foregoing, our use of AI technologies could materially and adversely affect our business, financial condition and results

of operations.

Evolving

laws, regulations, and regulatory interpretations relating to artificial intelligence may adversely affect our business, including our

ability to use AI in connection with our Solana treasury strategy.

The

regulatory environment governing AI, machine learning, and automated decision-making is rapidly developing and remains uncertain across

jurisdictions. New laws and regulations may be adopted, and existing laws may be interpreted or applied in ways that restrict or impose

additional requirements on our use of AI technologies. We may be required to modify our operations, limit certain uses of AI, or incur

significant costs to achieve compliance, any of which could adversely affect our business, financial condition and results of operations.

For

example, the European Union’s Artificial Intelligence Act (the “AI Act”), which entered into force on August 1, 2024

and is expected to become fully applicable by August 2, 2026, establishes a risk-based framework governing the development and deployment

of AI systems. The AI Act imposes varying levels of obligations depending on the classification of AI systems, including prohibitions

on certain uses and stringent requirements for systems deemed “high-risk.” To the extent our current or future AI applications

fall within the scope of the AI Act or similar regulatory regimes, we may be subject to increased compliance burdens, operational constraints,

and potential liability.

Similarly,

in the United States and other jurisdictions, regulatory authorities have begun adopting and enforcing laws and guidance relating to

AI, data privacy, and consumer protection. These developments may require us to obtain additional consents, implement enhanced governance

frameworks, or modify our use of AI technologies. Regulatory authorities, including the Federal Trade Commission, have also taken enforcement

actions requiring companies to disgorge data or models derived from allegedly non-compliant AI practices. Any such actions directed or

expected to be directed against us could have a material impact on our operations.

we are unable to effectively anticipate, manage, and comply with evolving AI-related legal and regulatory requirements, or if our use

of AI technologies becomes restricted or economically impractical, our business may become less efficient, we may face increased costs

or liability, our financial condition or results of operations could suffer, and our competitive position could be adversely affected.

The

information furnished under this Item 8.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference

in any such filing.

Forward-Looking

Statements

Certain

statements contained herein are forward-looking statements, which involve a number of risks and uncertainties. All statements contained

herein other than statements of historical fact are forward-looking statements, including statements regarding the Company’s rebranding,

its strategy and product roadmap, its planned opening of overseas operations in Hong Kong, anticipated hiring, the execution of its Solana

digital asset treasury strategy, and the potential opportunities its various 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 in such forward-looking statements, including those inherent in the Company’s ability to successfully

execute its AI technology strategy; volatility in the market price of SOL and other digital assets; changes in the regulatory or legal

environment; competitive pressures; and general market, economic, and business conditions. Although the forward-looking statements contained

herein reflect the good-faith judgments of the Company’s management, these statements are based only on facts and factors currently

known to the Company. Except as required by law, we undertake no obligation to update any forward-looking statements for any reason.

As a result, you are cautioned not to rely unduly on forward-looking statements. The foregoing risks relating to forward-looking statements,

and other risks concerning the Company, are described in additional detail in the Company’s annual report on Form 10-K for the

year ended December 31, 2025, on file with the Securities and Exchange Commission. Copies of such report and other documents are available

from the Company, as well as on the SEC’s website.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Description

3.1

Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation

99.1

Press Release dated May 27, 2026

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

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 thereunto duly authorized.

SkyAI,

Inc. (formerly Sharps Technology, Inc.)

Dated:

June 1, 2026

By:

/s/

Paul K. Danner

Name:

Paul

K. Danner

Title:

Principal

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT

THE

ARTICLES

OF INCORPORATION

SHARPS

TECHNOLOGY, INC.

NEVADA CORPORATION)

(PURSUANT

TO NEVADA REVISED STATUTES 78.385 AND 78.390)

This

Certificate of Amendment to the Articles of Incorporation of Sharps Technology, Inc. (the “Corporation”), a corporation

organized and existing under the laws of the State of Nevada, is hereby duly adopted pursuant to and in accordance with the provisions

of NRS 78.385 and 78.390 of the Nevada Revised Statutes.

1. The

first paragraph of Article I of the Articles of Incorporation of the Corporation is hereby

deleted and replaced in its entirety by the following:

The

name of the Corporation shall be “SkyAI, Inc.”

WITNESS WHEREOF, the undersigned authorized officer of the Corporation, for the purpose of amending the Articles of Incorporation pursuant

to the Nevada Revised Statutes, does hereby make and file this Certificate of Amendment, hereby declaring and certifying that the facts

herein stated are true, and accordingly has hereunto set his hand this 22 day of May, 2026.

/s/Paul

K. Danner

By: Paul K. Danner

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Sharps

Technology Becomes SkyAI, Inc. with New Ticker Symbol “SKYA”; Establishing Category-defining Agentic Finance Platform Serving

Global South

●

Rebrand

to SkyAI, Inc. to reflect evolution of the business to build a global agentic finance platform

●

Opened

operational headquarters in Hong Kong, a global hub for financial technology innovation and a base for licensing and world-class

talent

NEW

YORK, May 27, 2026 (GLOBE NEWSWIRE) — Sharps Technology, Inc. (“STSS”) today announced a strategic evolution of its

business model - now building an agentic finance platform serving the Global South. In connection with this expansion, the Company has

rebranded as SkyAI, Inc. (“SkyAI” or the “Company”) and the Company expects its common stock will cease trading

under the symbol “STSS” and will commence trading on the Nasdaq under the new ticker symbol “SKYA,” effective

May 28, 2026.

The

multi-phase buildout is already underway The Company has opened its headquarters for overseas operations in Hong Kong, a global hub

for financial technology innovation. The Hong Kong office will be SkyAI’s operational center, where the Company will be securing

relevant licensing as well as recruiting world-class engineering and business development talent. Underpinned by common law, free trade,

and international standards, Hong Kong is often used as an anchor for international expansion and regional connectivity.

The

Company sees a significant opportunity to build agentic finance infrastructure purpose-built for the Global South. The “Global

South” broadly refers to developing and emerging-market countries across Asia, Latin America, and Africa, representing approximately

85%i of the world’s population. These regions encompass some of the world’s fastest-growing economies with young and rapidly

expanding populations. The combination of high GDP growth and developing infrastructure has already produced some of the largest fintech

companies globally - Tether, Ant Financial, Nubank, and Grab among them.

i https://www.weforum.org/stories/2023/07/what-s-in-a-name-for-the-global-south-it-depends-on-who-you-ask

Along

with their significant potential, these jurisdictions face acute challenges; relatively weak banking infrastructure and domestic currencies

which face double-digit inflation that steadily erodes purchasing power. There is clear demand for, yet lack of access to U.S. dollar-denominated

savings and access to a robust banking system. This underscores the untapped value that providing an agentic finance platform for the

Global South can unlock when approached correctly.

Proof

of concept is the rapid adoption of stablecoins in the Global South, which has reached over 500 million usersii solely with blockchain

rails, the basic infrastructure that allows money to move on-chain 24/7. On-chain value received in Asia-Pacific grew 69% year-over-year,

Latin America 63%, and Sub-Saharan Africa 52%iii - making the Global South the fastest-growing region for digital asset adoption globally.

SkyAI

is creating a category-defining product

“This

is among the highest-conviction opportunities we have ever pursued,” said Alice Zhang, Chief Investment Officer of SkyAI. “We

believe the convergence of stablecoin rails, agentic AI, and emerging markets represents a once-in-a-generation opportunity to bank the

world’s unbanked billions of users and unlock previously inaccessible pools of capital amongst the fastest-growing populations

on earth.”

SkyAI

is building an agentic AI platform that incorporates financial literacy education into the Company’s go-to-market, helping the

world’s unbanked population unlock capital and transform their assets into financial empowerment.

The

platform will leverage Solana, the world’s most used public blockchain, which connects a multitude of assets and markets within

one network. AI can then aggregate and organize on-chain data to uncover actionable insights previously inaccessible to average users.

“Solana

is the fastest and lowest-cost blockchain in the world - which is exactly why it is such a powerful treasury asset for us,” said

Paul Danner, Executive Chairman of SkyAI. “Building our agentic finance platform on Solana is the next strategic step: that’s

how we will put the treasury to work and create long-term shareholder value.”

The

development of SkyAI’s agentic finance platform is led by veteran entrepreneurs including Ms. Zhang, who has deep experience scaling

businesses across the Global South over the last decade. Zhang co-founded Jambo Technology - the most distributed Web3 mobile infrastructure

bringing emerging markets on-chain, now reaching users in 100+ countries and built on Solana. Zhang led Jambo’s team to recognize

this opportunity early, built the technical capabilities to serve it, and captured meaningful share across Asia, Latin America, and Africa.

SkyAI is bringing the same approach to agentic finance - a market the team believes represents an even larger opportunity to serve emerging

market users at scale.

to follow

Further

announcements will follow in the coming weeks, detailing Management’s vision and how SkyAI will deliver value for shareholders.

ii https://cryptobriefing.com/tether-usdt-500-million-users/

iii https://www.chainalysis.com/blog/2025-global-crypto-adoption-index/

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995, 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 Company’s rebranding,

its strategy and product roadmap, the planned opening of overseas operations in Hong Kong, anticipated hiring, the execution of its Solana

digital asset treasury strategy, 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.

These

risks and uncertainties include, among others: the Company’s ability to successfully execute its AI technology strategy; volatility

in the market price of SOL and other digital assets; changes in the regulatory or legal environment; competitive pressures; and general

market, economic, and business conditions. Additional risks are described in the “Risk Factors” section of the Company’s

filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.

Forward-looking

statements speak only as of the date of this press release. 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.

About

SkyAI

SkyAI,

Inc. (Nasdaq: SKYA), formerly Sharps Technology, Inc., is building Agentic Finance for the Global South. The Company combines stablecoin

rails with AI to deliver financial access, education, and actionable intelligence to the billions of underbanked users across Asia, Latin

America, and Africa. For additional information, please visit www.theskyai.co.

Media

Contact

Edelman

SmithfieldSkyAI@edelmansmithfield.com

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Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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