SkyAI, Inc. (0001737995) (Subject)
SEC · EDGAR 财务披露 · October 16, 2026 at 1:20 PM ET
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SkyAI, Inc.
(Names of Filing Persons (Issuer and Offeror))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
INCLUDING ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS
UNDER THE RIGHTS PLAN
AND
STRATEGIC WARRANTS TO PURCHASE COMMON STOCK
AND
CASH PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK
AND
CRYPTOCURRENCY PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
82003F 309
(CUSIP Number of Class of Securities)
Paul K. Danner
Chief Executive Officer
SkyAI, Inc.
105 Maxess Road,
Melville, New York 11747
Telephone: (631) 574 -4436
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
With copies to:
Jonathan Deblinger, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 370-1300
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| o | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13e-3. |
| o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTION
This Tender Offer Statement on Schedule TO (this “Statement”) relates to the offer by SkyAI, Inc., a Nevada corporation (“SkyAI” or the “Company”), to purchase up to 48,311,489 shares of its common stock, par value $0.0001 per share, including the associated preferred share purchase rights issued pursuant to the Rights Plan, by and between the Company and VStock Transfer LLC, as rights agent, and up to 4,880,734 cash pre-funded warrants issued pursuant to the securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Pre-Funded Warrants”), 9,939,850 pre-funded warrants issued pursuant to the cryptocurrency securities purchase agreements dated August 25, 2025 (“Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”), and 3,955,293 warrants issued pursuant to the Strategic Advisor Agreement dated August 28, 2025 (“Strategic Warrants”), each at a purchase price of $3.00 per share (less $0.0001 in the case of the pre-funded warrants and strategic warrants), to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 15, 2026 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), in the related Letter of Transmittal for Common Stock (the “Letter of Transmittal for Common Stock”), a copy of which is attached hereto as Exhibit (a)(1)(B), and in the related Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants (the “Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants” and together with the Letter of Transmittal for Common Stock, the “Letters of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(C). This Statement is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Statement, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
| (a) | Name and Address: The name of the subject company (which is also the issuer) is SkyAI, Inc., a Nevada corporation. The address of the Company’s principal executive office is 105 Maxess Road, Melville, New York 11747. The Company’s telephone number is (631) 574 -4436. |
| (b) | Securities: The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference. |
| (c) | Trading Market and Price: The information set forth in Section 8 (“Price Range of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants; Dividends”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
| (a) | Name and Address: The name of the filing person is SkyAI, Inc., a Nevada corporation, which is also the subject company. The Company’s address and telephone number are set forth in Item 2 above. |
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ITEM 4. TERMS OF THE TRANSACTION.
| (a) | Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet,” and in Section 1 (“Number of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants; Proration”), Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”), Section 3 (“Procedures for Tendering Shares or Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants and Payment of Purchase Price”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”), Section 12 (“Effects of the Offer on the Market for Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants; Registration under the Exchange Act”), Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material U.S. Federal Income Tax Consequences”), Section 15 (“Extension of the Tender Offer; Termination; Amendment”), Section 16 (“Fees and Expenses”) and Section 17 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Purchases: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
| (e) | Agreements Involving the Subject Company’s Securities: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
| (a) | Purposes: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Use of the Securities Acquired: The information set forth in Section 5 (“Purchase of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants and Payment of Purchase Price”) of the Offer to Purchase is incorporated herein by reference. |
| (c) | Plans: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
| (a) | Source of Funds: The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Conditions: The information set forth in Section 7 (“Conditions of the Offer”) of the Offer to Purchase is incorporated herein by reference. |
| (d) | Borrowed funds: The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. |
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
| (a) | Securities Ownership: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Securities Transactions: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
| (a) | Solicitations or Recommendations: The information set forth in Section 16 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 10. FINANCIAL STATEMENTS.
| (a) | Financial Information. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, including the financial information set forth in Item 8 – Financial Statements and Supplementary Data of our Annual Report on Form 10-K, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 14, 2026 and August 7, 2026, respectively, are incorporated herein by reference. Our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are available electronically on the SEC’s website at http://www.sec.gov. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Summary Information. Not applicable. |
ITEM 11. ADDITIONAL INFORMATION.
| (a) | Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”), Section 10 (“Certain Information Concerning the Company”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants and Strategic Warrants”) and Section 13 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference. |
| (c) | Other material information. The information set forth in the Offer to Purchase and the related Letters of Transmittal, copies of which are filed as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference. |
ITEM 12. EXHIBITS.
An exhibit index immediately preceding the signature page hereto is incorporated by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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Exhibit Index
4
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 16, 2026
| SkyAI, Inc. | ||
| By: |
/s/ Paul K. Danner |
|
| Name: | Paul K. Danner | |
| Title: | Chief Executive Officer | |
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