$2.920
-0.030 (-1.02%)收盤時
SKYA 資訊
SKYA 事件
SkyAI Proposes Tender Offer to Buy Up to 95% of Shares at $3.00 Each
SkyAI announced that it intends to commence a tender offer to purchase up to 95% of each class of its outstanding common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants at a purchase price of $3.00 per share in cash. This price represents a 65% premium above SkyAI's closing share price on October 9 and a premium of over 100% to the 60-day volume-weighted average price. The company expects to commence the offer on or about October 15 and anticipates that it will continue for 10 business days, unless extended or earlier terminated in accordance with the terms of the offer. To tender shares, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants, holders must follow the instructions that will be provided in the tender offer materials that the company expects to file with the SEC by October 15. The offer will be contingent upon subscription of a minimum of 50% of each class being validly tendered and not validly withdrawn, and on the price of SOL remaining above $100 per SOL during the offer period, as described below. The offer is not subject to any financing conditions as the company's total current cash combined with the market value of its digital assets exceeds the maximum aggregate purchase price of the offer. The SkyAI board of directors believes the offer represents a disciplined use of capital that will provide shareholders and warrant holders who desire liquidity an opportunity to sell shares or warrants directly to the company. Following the offer, the company intends to remain focused on executing the strategic transformation announced in May and building an agentic AI financial platform.
Bastion Trading Calls for SkyAI Board Restructuring
Bastion Trading, a major stockholder of SkyAI, that, together with certain of its affiliates, beneficially owns approximately 9.99% of the Company's outstanding common stock, called on the Company's Board of Directors to respond to the clear message delivered by stockholders at the Company's September 18, 2026 annual meeting of stockholders. The company said, "We call on the Board to immediately and meaningfully engage with its stockholders to address our concerns and substantially reconstitute the Board with new independent directors that can provide fresh perspectives in the boardroom and help restore investors' faith in the Company... The Board now has an opportunity to respond as proper fiduciaries should. We stand ready to engage privately and constructively with the Company to identify and agree on beneficial solutions to address the many concerns noted in this letter for the benefit of all SkyAI stockholders. Given the clear message conveyed at the 2026 Annual Meeting, we - and, we expect, other stockholders - will be watching the Company very closely. Absent timely and meaningful responses or engagement, we are prepared to pursue all available legal remedies to protect our investment and stockholders' rights."
Forward Industries Proposes Acquisition of SkyAI
Forward Industries (FWDI) announced that it has delivered a letter to the Board of Directors of SkyAI (SKYA) proposing to acquire all of SkyAI's issued and outstanding common stock. Under the proposal, SkyAI stockholders would receive cash and/or shares of Forward common stock, at each holder's election. Each SkyAI share would be converted into the value of 0.306 Forward shares, a fixed exchange ratio that would not adjust for changes in the trading price of either company's common stock. Based on the closing price of $6.95 per Forward share on September 14, 2026, the ratio implies consideration of $2.13 per SkyAI share, a 50% premium to SkyAI's closing price of $1.42 on the same date. Forward has proposed to effect the transaction as a merger or other tax-efficient combination as the parties may mutually agree. "Our updated offer reflects our conviction in the value this combination can create," said Ryan Navi, CIO of Forward Industries. "Forward has a proven playbook and a track record of execution that delivers value. SkyAI's stockholders have waited long enough. We're ready to move quickly - the next step is for the Board to engage." Forward has requested a response from the SkyAI Board by 5:00 p.m. Eastern time on September 25, 2026. The proposal is non-binding and remains subject to customary conditions, including completion of due diligence, the negotiation and execution of a definitive agreement, receipt of required regulatory approvals, and approval by SkyAI's stockholders. There can be no assurance that any transaction will be agreed or completed, or that any definitive agreement will be entered into.
SkyAI Rejects Acquisition Proposal from Forward Industries
SkyAI (SKYA) issued a statement after receiving an unsolicited, non-binding, all-stock acquisition proposal in June from Forward Industries (FWDI). SkyAI's board established a Special Committee consisting entirely of independent directors to carefully evaluate the proposal. The Special Committee, with the assistance of independent advisors, considered factors such as the terms and structure of the proposal, including its all-stock nature and associated risks and uncertainties, as well as SkyAI's standalone prospects. Following its review, the Special Committee unanimously concluded that Forward's proposal was not in the best interests of shareholders and that continuing to execute SkyAI's standalone strategy offered a more compelling opportunity for long-term value creation. The full board has subsequently reached the same conclusion. SkyAI continues to hold more than 2M solana (SOL-USD) as its primary treasury reserve asset. Nearly all of the company's solana is staked with institutional validators, enabling SkyAI to participate directly in securing the Solana network while generating staking revenue. From the launch of its treasury strategy in August 2025 through June 30, 2026, SkyAI recognized more than $12M in staking revenue, net of validator commissions. As of that date, the company also held approximately $12.1M in cash and stablecoins and had no outstanding debt. Over the ten epochs from August 23 to September 8, 2026, SkyAI's Solana validator generated an annualized gross yield of 6.01% in solana, compared with a stake-weighted average of 5.57% across all Solana validators over the same epochs. The strategic advisor warrants issued to solana markets cover 6,321,367 shares, calculated as 10% of the shares issued in the PIPE. The approximately $101.3M figure cited in Forward's letter is not a cash payment to the strategic advisor; rather, it represents the grant-date accounting fair value required to be recognized under U.S. GAAP for the warrants issued in August 2025. The strategic advisor has not sold any shares or warrants of the company and continues to hold its full position without any hedging instruments. The board unanimously recommends that SkyAI shareholders vote for each of the company's director nominees and for the 2026 Equity Incentive Plan at the Annual Meeting on September 18.
Forward Industries Sends Letter to SkyAI Shareholders Opposing 2026 Equity Incentive Plan
Forward Industries (FWDI) released an open letter to shareholders of SkyAI (SKYA), outlining its concerns regarding the Company and announcing its request for shareholders to vote AGAINST SkyAI's 2026 Equity Incentive Plan and WITHHOLD on each the Company's five director nominees at SkyAI's 2026 annual meeting of shareholders scheduled for September 18. The letter read in part, "We are writing to you because we believe strongly in the value opportunity at SkyAI and remain convinced that a combination with Forward could unlock significant value for both companies' shareholders. On June 15, 2026, we acted on that conviction by submitting a proposal to acquire SkyAI in an all-stock transaction valuing the Company at $1.55 per share, representing a 20% premium to SkyAI's closing price immediately prior to our proposal. Rather than engage with us regarding the merits of a potential combination, the Board unanimously rejected our proposal. We disagreed with that decision then, and SkyAI's subsequent disclosures have only increased our concerns about the Board's judgment and stewardship of the Company...The September 18 Annual Meeting gives SkyAI shareholders an opportunity to hold the Board accountable and make their opposition count. We urge shareholders to participate in the Annual Meeting by taking the following actions: Complete and submit your proxy, or vote at the Annual Meeting - shareholder opposition will have the greatest impact with shareholders actually casting their votes, rather than staying home and sitting out the meeting; Vote AGAINST SkyAI's 2026 Equity Incentive Plan - which would authorize 5,145,000 additional shares for equity awards, or approximately 7.2% additional dilution to shareholders; and Vote WITHHOLD on each of SkyAI's five director nominees - to register shareholder opposition and send a clear message that, although SkyAI's uncontested, plurality voting structure means no individual nominee can be defeated by a withhold vote alone...We believe the Board cannot ask shareholders to support the directors who have overseen significant value destruction while also approving millions of additional shares for equity awards that would further dilute shareholders. The Annual Meeting provides an opportunity for SkyAI shareholders to hold the Board accountable and make clear that this record has not earned their support. We remain confident in the strategic rationale underlying our proposal and stand ready to engage constructively with SkyAI and the Board regarding opportunities to maximize value for SkyAI shareholders, including a potential strategic transaction."
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