Why did SkyAI (SKYA) stock go up? It plans a $3.00 cash tender offer

What happened

SkyAI closed Monday at about $2.60, up roughly 43% from Friday’s $1.82. About 42 million shares traded. In the ten sessions before, daily volume ran between about 0.23 million and 0.50 million shares.

SkyAI, formerly Sharps Technology, holds a large Solana (SOL) treasury and says it is building an AI-based finance platform for emerging markets.

The likely catalyst

Late on Sunday 11 October, SkyAI said it intends to start a cash tender offer on or about 15 October. It would buy up to 95% of each class of its common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants at $3.00 each. That is up to 46.37 million shares and 20.72 million warrants, about $201 million in total. SkyAI put the price at a 65% premium to Friday’s close. Release.

This is an announced intention, not a live offer. No offer materials had been filed by Monday’s close, and the release says the offer “may not commence”. The expected conditions include:

• at least 50% of each class tendering;
• SOL closing above $100 throughout the offer period;
• no trading suspension or material adverse change in equity or digital-asset markets;
• completion not causing a Nasdaq delisting or deregistration.

SkyAI may waive any of them. If more than 95% of a class tenders, purchases would be prorated.

The same release said the board rejected Forward Industries’ latest all-stock proposal, 0.306 Forward shares per SkyAI share. It had rejected an earlier one in July. 8-K, Forward release.

There is also an activist holder. Bastion Trading, Lucio Holding and Wei Zhu filed a Schedule 13D on 3 September criticising SkyAI’s governance and its payments to two consultants that the filing says are controlled by a director’s brother. A Form 4 shows the group bought more on 7 October and now holds more than 10%. At the September annual meeting, every director received more votes withheld than for. 8-K.

Can SkyAI afford it?

The maximum cost is about $201 million: up to 46.37 million shares and 20.72 million warrants at $3.00. SkyAI says the offer has no financing condition because its cash plus the market value of its digital assets exceeds that amount. Release.

The rough arithmetic, using the company’s own figures:

• Cash at 30 June: $12.1 million, before operating costs since then. It used $5.7 million in the first half. 10-Q.
• SOL already sold: about 1 million tokens, half its holdings. SkyAI hasn’t said when or at what price. If they were in the last 30 days, when SOL traded between about $94 and $125, they raised roughly $95 million to $125 million.
• SOL still held: about 1 million tokens, worth about $106 million at the 12 October close.

Added up, that’s roughly $210 million to $240 million against a $201 million maximum. A fully subscribed offer would use nearly all of it, including selling the remaining SOL. If only the 50% minimum tenders, the cost is about half, around $106 million, which the SOL already sold could largely cover.

The SOL condition matters here. SOL closed 12 October at about $106, roughly 6% above the $100 floor. It closed below $100 on 61 of the 105 days from July to 12 October, most recently on 16 September. A drop would also shrink the value of the tokens SkyAI still needs to sell.

Money and dilution check

At 30 June, SkyAI had $12.1 million of cash and 2.0 million SOL, carried at $144.3 million. It used $5.7 million in operations in the first half. 10-Q.

The SOL sales described above aren’t in a filing yet; the September-quarter 10-Q should show them.

What the share count looks like:

• Outstanding. 42,982,506 shares at 4 August. The offer’s own figures (46.37 million as 95%) imply about 48.8 million now, likely from pre-funded warrant exercises.
• Pre-funded and advisor warrants. 28.8 million at 30 June, about 21.8 million now on the same arithmetic. These are in the offer.
• Stapled warrants. 63.2 million at $9.75, from the August 2025 private placement, expiring in August 2028. These are not in the offer.
• ATM program. Up to $236.6 million through Cantor Fitzgerald & Co. and Aegis Capital Corp. About 2.2 million shares were sold in 2025 and none in the first half of 2026. It relies on a shelf declared effective on 5 September 2023, and we found no newer shelf on EDGAR. The ceiling isn’t cash raised.
• Buybacks. SkyAI bought 1.2 million shares for about $2.0 million in the first half under a $100 million program. It has now suspended open-market buybacks until at least ten business days after the offer ends.

Holders whose stake rises above 15% only because of the offer won’t trigger SkyAI’s rights plan.

How we measured: regular-session close to close, from Alpaca Markets (SIP) daily bars, split-adjusted. Volume is compared with the average of the 30 trading sessions before the move.