SkyAI Tender Offer Could Fail If SOL Falls Below $100

SkyAI has reported about 80% of the cash required for its planned tender offer and approximately 600,000 SOL retained, according to an Oct. 13 filing. The Nasdaq-listed Solana treasury company expects to launch the offer on or around Oct. 15, though the filing warns that it may never begin.

The offer would remain open for 10 business days unless SkyAI extends or ends it earlier. The company plans to pay $3 per share and spend up to approximately $201 million, subject to final terms and applicable requirements.

The proposed repurchase would cover up to 95% of each specified securities class: common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants. If more than 95% of a class is validly tendered and not withdrawn, SkyAI expects to prorate purchases within that class. Holders would retain withdrawal rights until the offer expires.

SkyAI expects to fund the purchases with cash on hand and proceeds from SOL sales. The company expects no financing condition because its cash and the market value of its digital assets exceed the proposed maximum purchase price.

A condition of the offer requires SOL to close above $100 throughout the offer period. At least 50% of each securities class must also be validly tendered and not withdrawn by the deadline. Participation in one class would not satisfy the minimum requirement for another class.

Other conditions include the absence of legal restrictions, a general trading suspension, material adverse changes in equity or digital-asset markets, Nasdaq delisting and deregistration under the Exchange Act. SkyAI may waive the conditions, including the SOL price and minimum-participation requirements. If a condition is not met and the company does not waive it, the offer could fail to close.

The Oct. 13 filing reported approximately 600,000 SOL retained. An Oct. 11 announcement had reported about 1 million SOL retained after recent sales of roughly 1 million tokens. The disclosures provide the reported balances but do not include a dated transaction breakdown reconciling the figures. SkyAI also sold 135,399 SOL during the first half of 2026 to help fund operations.

SkyAI’s board rejected Forward Industries’ latest nonbinding proposal on the grounds that it undervalued the company. Forward’s Sept. 15 proposal gave holders the option of cash, shares or a combination, with the share portion based on a fixed ratio of 0.306 FWDI shares for each SkyAI share.