SkyAI risks SEC offer failure if SOL falls under $100

Nasdaq-listed Solana treasury company SkyAI, formerly called Sharps Technology, says it has about 80% of the cash required for a planned repurchase at $3 per share.

The offer's expected conditions include SOL closing above $100 throughout the offer period, subject to the company's waiver rights.

In its Oct. 13 SEC filing, SkyAI reported approximately 600,000 SOL retained. Its Oct. 11 announcement had reported approximately 1 million retained after recent sales of about 1 million SOL, roughly half its treasury. The disclosures give reported balances without a dated breakdown of the transactions behind them.

The proposed tender, a direct repurchase from holders, would cover up to 95% of each specified securities class: common stock, cash pre-funded warrants, cryptocurrency pre-funded warrants and strategic advisor warrants.

SkyAI expects a maximum aggregate payout of approximately $201 million, subject to final terms and applicable requirements.

If more than 95% of a class is validly tendered and not withdrawn, SkyAI expects to prorate purchases within that class. Holders would have withdrawal rights through expiration.

SkyAI expects to fund purchases with cash on hand and proceeds from the SOL sale. The $201 million figure is the proposed payout ceiling, and the announcement says the offer has no financing condition because cash plus the market value of its digital assets exceeds the maximum purchase price.

Conditions before a cash exit

The expected terms require SOL's closing price to remain above $100 throughout the offer period. At least 50% of each securities class must also be validly tendered and not withdrawn by the end, and strong participation in one class would not satisfy the minimum for another.

Other expected conditions cover legal restraints, a general trading suspension or material adverse changes in equity or digital-asset markets, and avoiding Nasdaq delisting or Exchange Act deregistration. SkyAI says it may waive these conditions, including the SOL price and minimum-participation tests. Unmet conditions could prevent completion if not waived.

Cash payment would end holders' exposure to SkyAI's SOL treasury and operating strategy through securities actually purchased. Retained securities would keep holders exposed to the company, which says it plans to keep building an AI financial platform.

SkyAI also said its board rejected Forward Industries' latest nonbinding proposal as undervaluing the company. Forward's Sept. 15 proposal allowed cash, shares or both at holders' election, with value tied to a fixed ratio of 0.306 FWDI shares per SkyAI share.

SkyAI sold 135,399 SOL in the first half of 2026 to help fund operations. The planned tender would use treasury resources to pay shareholders and warrant holders.

SkyAI expects to begin on or around Oct. 15, with a 10-business-day period unless it is extended or terminated early. Definitive offer materials would establish the final terms and procedures, and its October 13 filing warns that the offer may never commence.