SkyAI Sells About 1M SOL to Fund Planned Tender Offer of Up to $201M, Rejects Forward Industries' Proposal

SkyAI (Nasdaq: SKYA), a Solana treasury company, says it has sold about 1 million SOL, roughly half of its holdings, and intends to launch a cash tender offer at $3.00 for up to 95% of its common stock and warrants. The company set out the plan in a press release issued late on 11 October 2026, which puts the maximum cost at approximately $201 million. In the same release, SkyAI said its board had rejected the latest acquisition proposal from Forward Industries, the larger Solana treasury company that has been trying to buy it since June.

The tender offer has not started. SkyAI expects to commence it on or about 15 October 2026 and says in the release that the offer "has not yet commenced and may not commence." A tender offer is a company's public bid to buy its own securities directly from holders at a fixed price for a limited period.

SkyAI tender offer terms: $3.00 in cash for up to 95% of SKYA stock and warrants

SkyAI expects to offer $3.00 in cash for up to 46.37 million shares of common stock and up to 20.72 million warrants, which it describes as 95% of each class outstanding. The warrants covered are its cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants. The release says $3.00 is a 65% premium to SKYA's closing price on 9 October 2026 and more than double the stock's 60-day volume-weighted average price.

The company anticipates keeping the offer open for 10 business days once it begins, unless it is extended or terminated early. Holders who tender would be able to withdraw until the offer expires. If more than 95% of any class is tendered, SkyAI expects to buy that class pro rata.

Several conditions are attached, according to the release:

• At least 50% of each class of stock and warrants must be validly tendered and not withdrawn.
• The closing price of SOL must stay above $100 throughout the offer period.
• No legal action or order restrains the offer, and no general trading suspension or material adverse change hits the equity or digital asset markets.
• Completing the offer must not cause SKYA to be delisted from Nasdaq or deregistered under the Securities Exchange Act.

SkyAI says it may waive any of these. The offer carries no financing condition, which the company explains by saying its cash plus the market value of its digital assets exceeds the maximum purchase price.

The offer covers nearly the whole company. By our arithmetic from the release's own figures, 46.37 million shares at 95% implies about 48.8 million shares outstanding, so a fully subscribed offer would leave roughly 2.4 million shares outstanding. SkyAI says a holder pushed above 15% ownership solely because of the company's purchases would not trigger its shareholder rights plan, though any further buying by that holder after the offer expires would.

The definitive terms will be in a tender offer statement on Schedule TO, which SkyAI expects to file with the Securities and Exchange Commission by 15 October 2026. No Schedule TO appeared in SkyAI's EDGAR filings when we checked on 12 October 2026.

Solana treasury sale: about 1 million SOL sold, about 1 million held

SkyAI expects to pay for the tendered securities with "cash on hand and proceeds from sales of SOL held in its treasury." The release says the company "has recently sold approximately 1M Solana tokens, representing approximately 50% of its Solana holdings, and holds approximately 1M Solana tokens" as of the announcement. It adds that SkyAI "may continue to sell depending on market conditions." The release does not give the dates, venues, prices or proceeds of the sales.

A month earlier the position was intact. In a 14 September 2026 statement, SkyAI said it held more than two million SOL, nearly all of it staked with institutional validators, with no debt and about $12.1 million in cash and stablecoins as of 30 June 2026.

The same statement dates SkyAI's treasury strategy to August 2025, the month the company closed a private placement of stock. The planned offer runs the other way: SOL is sold for dollars, and the dollars buy back shares and warrants.

The $100 SOL price condition

The offer depends on SOL's closing price holding above $100 for the whole offer period. On Solana Compass's daily SOL price data, SOL closed at about $111 on 11 October 2026 and last closed below $100 on 15 and 16 September 2026, at about $98. SkyAI's release does not say which price source or closing time the condition will use, so our daily close, taken from UTC-day candles, may differ from the reference in the final offer documents.

On-chain trackers flagged SOL transfers to Coinbase before the confirmation

SkyAI's statement followed on-chain reports, starting on 10 October 2026, about wallets that tracking services label as the company's. That day, Lookonchain reported that those wallets had sent 568,000 SOL to exchanges over three days. Later the same day, SolanaFloor reported a further $51 million transfer to Coinbase and put total transfers to exchanges at $114.87 million over three days.

A transfer is not a sale, and the trackers' own data shows why the distinction mattered before SkyAI spoke. The on-chain analyst account EmberCN wrote on 10 October 2026 that 468,000 SOL had left the wallets in one day, of which 218,000 SOL went to exchanges and 250,000 SOL went to BitGo, an institutional custody firm. After the announcement, the same account reported a new transfer of 211,623 SOL to Coinbase Prime on 12 October. crypto.news carried the trackers' figures in its own 12 October report on the sale. They come from third-party wallet labelling and cover different time windows. SkyAI's own "approximately 1M" is the only sale figure the company has confirmed.

Why the board rejected Forward Industries' 0.306-share proposal

SkyAI said a Special Committee of independent directors had finished reviewing Forward's latest unsolicited, non-binding proposal, and that the committee and the full board were both unanimous in turning it down.

The board determined that "Forward's latest proposal at an exchange ratio of 0.306 shares of common stock in FWDI per SkyAI share with no certainty of timing or value undervalues SkyAI," and described its own offer as "an attractive liquidity alternative" for holders who want to sell.

Forward Industries made that proposal on 15 September 2026, offering SkyAI stockholders cash, Forward stock or a mix, valued at 0.306 Forward shares per SkyAI share. Forward said the ratio implied $2.13 per SkyAI share at its 14 September closing price of $6.95, a 50% premium to SkyAI's $1.42 close that day, and asked for a reply by 25 September. The ratio is fixed, so the dollar value of Forward's proposal moves with FWDI's share price, while SkyAI's $3.00 is a set cash amount. It replaced an all-stock proposal from June 2026 that the Special Committee had already turned down, according to SkyAI's 14 September statement.

The rejection comes three weeks after a difficult shareholder vote for SkyAI's board. At the 18 September 2026 annual meeting, shareholders defeated the company's equity incentive plan by 22,464,708 votes to 5,048,520, and each of the five directors received more withheld votes than votes in favour, per the company's 8-K filing. Forward had urged SkyAI shareholders to vote no. SkyAI is one of several Solana treasury companies Forward has approached, a campaign we covered when a third target turned it down in June.

Forward Industries, which reported 8.5 million SOL at its 30 September fiscal year end, had posted no response on its X account, and we found none elsewhere, when we checked on the afternoon of 12 October 2026 (UTC).

SKYA tender offer timeline: Schedule TO filing expected by 15 October

The next dated steps are SkyAI's Schedule TO filing and the start of the offer, both expected on or about 15 October 2026. The filing will carry the final terms and conditions. Until then the plan is a statement of intent. SkyAI has suspended its existing share repurchase program and says it will not buy shares outside the offer until at least ten business days after the offer expires.

For Solana, the confirmed fact is the sale itself: a listed treasury company that held more than two million SOL in mid-September says it now holds about one million, and that it may sell more.

This article is news reporting and is not an offer to buy or a solicitation of an offer to sell any security. SkyAI says the tender offer will be made only through the materials it files with the SEC, and that neither the company nor its board makes any recommendation on whether holders should tender.