SkyAI, Inc. announced on October 11, 2026 that it intends to launch a cash tender offer priced at $3.00 per share, but the company said the offer will proceed only if Solana (SOL) — the cryptocurrency it holds on its balance sheet — remains above $100 during the offer period.

A tender offer is a public bid to buy shares directly from existing stockholders at a set price, usually at a premium to the current market price. SkyAI disclosed the proposed terms in a pre-commencement communication filed with the U.S. Securities and Exchange Commission, and the company was explicit: the offer had not yet commenced and may not commence at all. Such communications allow a company to disclose its intentions before an offer officially begins, without committing it to proceed.

Offer Terms and the SOL Condition

According to SkyAI's announcement filed with the SEC, the company intends to offer $3.00 in cash for each share or pre-funded warrant, covering up to 95% of each relevant class of outstanding securities. Pre-funded warrants carry a nominal exercise price and are typically exercisable immediately, which makes them economically similar to holding common shares.

The filing sets two principal conditions. First, at least 50% of each class must be validly tendered and not withdrawn. Second, SOL must remain above $100 per token throughout the entire offer period. Together, the participation floor and the price floor form the twin conditions on which the proposal hinges.

The SOL condition is notable because SkyAI holds Solana as a treasury asset. SOL was trading at $107.62 at the time of writing, roughly 7.6% above the required threshold, with a 24-hour gain of about 1.15%.

If fully executed, the proposed offer could cover up to 46.37 million common shares and up to 20.72 million pre-funded or strategic-advisor warrants. At $3.00 per security, SkyAI estimated a maximum aggregate purchase price of approximately $201 million.

SkyAI also disclosed that it had recently sold approximately 1 million SOL — about 50% of its Solana holdings — and retained approximately 1 million SOL as of the announcement date. The company said the offer is not subject to a financing condition, because its current cash and digital-asset holdings exceed the proposed maximum outlay.

What the Closing-Price Condition Means

The $100 threshold is a closing-price condition, not a requirement tied to an intraday spike or a brief market move. Under such a condition, the reference price is measured at the end of each trading day rather than at any point during it. That distinction matters: even if SOL briefly trades above $100 during a session, a close below that level on any day within the offer window could trigger the condition and put the offer at risk.

The filing does not specify which exchange or reference venue would be used to measure the closing price, nor does it define how many days above $100 are required. SkyAI said it would file a formal Schedule TO and related tender documents with the SEC before any offer formally commences. The Schedule TO is the binding offer document under federal tender-offer rules, and it would define the exact price-measurement guidelines for the SOL condition.

Crypto-price conditions of this kind are unusual in traditional tender offers, and the structure connects the fate of a stock buyback directly to the performance of a digital asset. SkyAI's arrangement makes its buyout capacity explicitly dependent on SOL's market behavior — a dynamic that introduces volatility risk for shareholders evaluating whether to tender.

Pre-Commencement Status and the Forward Industries Rival Bid

The filing was submitted as a pre-commencement communication under Exchange Act Rule 13e-4(c). That means the announcement is not a live offer: no shareholder can tender shares yet, and the company's own disclosure says the offer may not commence.

SkyAI's announcement came after the company said it rejected a competing proposal from Forward Industries. Forward had offered SkyAI holders cash and/or Forward stock at a fixed ratio of 0.306 Forward shares per SkyAI share. According to a statement Forward filed with the SEC, that ratio implied $2.13 per SkyAI share based on Forward's September 14 closing price. SkyAI's proposed $3.00 cash price stands above that implied figure, though in a fixed-ratio offer the implied value moves with the acquirer's share price.

Ryan Navi of Forward said the company was ready to move quickly and called on SkyAI's board to engage.

"Our updated offer reflects our conviction in the value this combination can create. 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."

— Ryan Navi, Forward Industries

What to Watch Before Any Offer Proceeds

For SkyAI shareholders, the practical checklist is straightforward. First, watch for SkyAI to file a formal Schedule TO with the SEC, which would set binding terms, a tender period, and an exact closing-price definition. Second, monitor SOL's price, since a sustained drop below $100 would undermine one of the offer's key conditions — SOL stood only about 7.6% above the threshold at the time of writing. Third, the 50% minimum participation threshold means the offer can close only if enough shareholders agree to tender.

The SEC's active oversight of crypto-adjacent corporate transactions means formal filings — not preliminary announcements like this one — will be the authoritative source for any updates on the proposal.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Cryptocurrency and digital-asset markets carry significant risk. Always do your own research before making decisions.