SkyAI, Inc. (Nasdaq: SKYA), a Solana digital-asset treasury, plans to launch a cash tender offer to buy back up to 95% of each class of its common stock and warrants at $3.00 per security, while its board has rejected an unsolicited takeover bid from Forward Industries, according to the company announcement. The tender has not yet commenced and may not proceed.
The Offer Math: 67.09M Securities at $3.00
The $3.00 price applies to up to 46.37 million common shares and 20.72 million cash pre-funded, cryptocurrency pre-funded and strategic-advisor warrants — 67.09 million securities in total. At $3.00 each that is a maximum aggregate purchase price of about $201.27 million, which the company rounds to roughly $201 million. The $3.00 price also implies SkyAI closed near $1.82 on October 9: a 65% premium means the offer equals 1.65 times that close, and $3.00 ÷ 1.65 ≈ $1.82. The same price sits more than 100% above the 60-day volume-weighted average.
Why the Solana Price Condition Matters
Funding for the buyback comes from cash on hand plus proceeds from selling Solana held in the treasury. SkyAI has already sold about 1 million SOL — roughly half its holdings — and retains about 1 million SOL. SkyAI says the offer is not subject to a financing condition because its cash and digital assets exceed the maximum purchase price; the SOL-above-$100 threshold is a separate, waivable offer condition. Because a large share of the funding is tied to SOL’s market value, that threshold links the buyback’s funding to Solana’s price rather than to the company’s equity alone.
Cash Tender vs Forward’s 0.306-Share Swap
The rejected proposal would have exchanged 0.306 shares of Forward Industries (FWDI) stock for each SkyAI share — a stock-for-stock deal with no cash and, in the board’s words, no certainty of timing or value. The tender is cash at a known $3.00 per security, funded by the company’s own cash and treasury sales. A special committee of independent directors unanimously recommended rejecting Forward’s proposal, and the board agreed it undervalues SkyAI and is not in shareholders’ best interests.
What Cannot Be Known Before the Schedule TO
The terms are not final or publicly definitive until the Schedule TO and related offer materials are filed — SkyAI expects to file by October 15, with the offer running 10 business days from commencement. Until then the precise conditions, proration mechanics, withdrawal procedures and any waivers are not final. The offer is conditioned on at least 50% of each security class being validly tendered and not withdrawn, on no legal action or general market suspension, and on completion not causing delisting from Nasdaq or deregistration under the Securities Exchange Act. If more than 95% of a class is tendered, SkyAI expects to buy that class back pro-rata.
What It Means for Tendering and Continuing Holders
For holders who want liquidity, the tender is a cash exit at a premium price — but neither SkyAI nor its board makes any recommendation to tender, and withdrawal rights run through expiration. For holders who stay, the trade-off is that SkyAI is spending cash and roughly half its Solana treasury on the buyback, and it has suspended its existing share repurchase program, buying no shares outside the offer for at least ten business days after it ends. Buying back up to 95% of the outstanding stock would also sharply shrink the public float, which can reduce trading liquidity and widen spreads for the shares that remain. Continuing shareholders keep exposure to the company’s stated pivot toward an agentic AI financial platform built on stablecoin rails.
What Happens Next
SkyAI expects to commence the offer on or about October 15 and to file the Schedule TO with definitive terms by then; the offer may still not proceed. A shareholder whose ownership rises above 15% solely because of the buyback will not trigger the company’s shareholder rights plan, but further purchases after the offer would. MacKenzie Partners is the information and depositary agent.
