The $3.00 tender offer is about 0.95 times SkyAI's net cash and would leave roughly $22.5 million in the company if every class is fully subscribed. The board announced it on the same day it rejected a stock-for-stock proposal from Forward Industries.
SkyAI, the Nasdaq-listed company that was called Sharps Technology until May and then built a treasury of Solana tokens, said on Monday that it has sold all of them and is offering to buy back up to 95% of each class of its stock and warrants at $3.00 in cash.
The offer started on October 16 and expires one minute after 11:59 p.m. New York time on October 29 unless the company extends or terminates it, according to the 8-K filing SkyAI submitted on Monday. It covers up to 48,311,489 common shares, 4,880,734 cash pre-funded warrants, 9,939,850 cryptocurrency pre-funded warrants and 3,955,293 strategic warrants, which is 95% of each class and about 67.1 million securities in total. Full subscription would cost roughly $201.3 million. Warrant holders can tender without exercising first and are paid $3.00 less the $0.0001 exercise price.
SkyAI said it held about $223.8 million in cash as of October 16, with the sale of all its SOL complete by that date. It puts $3.00 at approximately 0.95 times net asset value, calculated as the offer price multiplied by about 70.6 million shares and warrants outstanding and divided by net cash. On those inputs the company's net cash works out at about $3.17 for each of the 70.6 million shares and warrants outstanding, so a holder who tenders accepts roughly 17 cents less than the cash standing behind the security in return for immediate liquidity. A fully subscribed offer would leave about $22.5 million in the company before fees and expenses.
The selling ran in stages over eight days. When SkyAI announced its intention to make the offer on October 11, it said it had recently sold about 1 million Solana tokens, around half its holdings, and still held about 1 million. That version of the offer was to be conditioned on SOL's closing price staying above $100 throughout the offer period. By October 14 the company reported about $204.6 million in cash and about 210,000 locked SOL, and said it had sold a mixture of liquid and locked tokens at an average of $107.51 each net of fees, with the sales spread across BitGo, Anchorage and Coinbase. Two days later the holding was gone, and SkyAI dropped the price condition because it no longer held any SOL.
Cash rose about $19.2 million between those two disclosures. If the sale of the roughly 210,000 locked tokens outstanding on October 14 was the only material movement, that works out near $91 a token for the final tranche, below the $107.51 average SkyAI disclosed for the earlier sales. The company gave no price for the last sales and both cash figures are approximate, so the figure is an inference from two filings rather than a reported price.
The October 11 announcement also disclosed that a special committee of independent directors had finished reviewing an unsolicited, non-binding acquisition proposal from Forward Industries. The committee recommended unanimously, and the board then determined unanimously, that the proposal, an exchange ratio of 0.306 Forward shares per SkyAI share with what the company called no certainty of timing or value, undervalued SkyAI. The board said a company-funded repurchase was an attractive liquidity alternative that preserved for continuing shareholders the chance to participate in SkyAI's future.
Not every holder accepts the price. Bastion Trading disclosed its position on a Schedule 13D in September, and that filing records purchases in the private placement at $6.50 a share and $6.4999 per pre-funded warrant, with stapled warrants exercisable at $9.75. Pre-funded warrants are among the classes SkyAI is now offering to buy at $3.00. The Block reported on Monday that Bastion, which it put at close to 10% of the company, has asked for an independent review of the Solana sales, wants $3.50 a share, and will not tender on the current terms. Investors in crypto treasury placements have secured far more than a public demand elsewhere: Zhibao's 2,380-bitcoin placement in July gave the incoming investors four of five board seats.
SkyAI says it intends for its common stock to remain listed on the Nasdaq Capital Market and registered under the Exchange Act after the offer, a statement it marks as forward-looking. It has suspended its ordinary share repurchase program until at least ten business days after the offer expires, and a holder pushed above 15% of the shares solely by the company's own purchases will not trigger its shareholder rights plan. Neither SkyAI nor its board makes any recommendation on whether to tender.
Holding tokens instead of running a business has also become an index problem. MSCI adopted a methodology this month that makes companies holding investments rather than operating a business ineligible for its Global Investable Market Indexes, with the deletion list due on November 11. SkyAI still describes its plan as an agentic AI financial platform built on stablecoin rails, and Monday's release says nothing about buying tokens again. The offer requires at least half of each class to be tendered, a condition the company can waive.
