SkyAI, Inc. filed a Form 8-K on October 28, 2026, disclosing that on October 27, 2026, it entered into a tender offer support and settlement agreement with Bastion Trading Limited, a British Virgin Islands company, and certain of its affiliates.

Key Highlights

  • Agreement date: The tender offer support and settlement agreement was executed on October 27, 2026, between SkyAI, Inc. and Bastion Trading Limited and certain of its affiliates.
  • Expanded tender offer scope: The company agreed to amend its ongoing cash tender offer to allow 100% of cash pre-funded warrants, cryptocurrency pre-funded warrants, cash stapled warrants, and cryptocurrency stapled warrants issued and outstanding to be tendered.
  • Stapled warrant pricing: Both cash stapled warrants and cryptocurrency stapled warrants are to be offered in the tender offer at a price of $0.17 per stapled warrant.
  • Offer extended: The term of the tender offer is to be extended until at least November 12, 2026.
  • Three-year standstill: Bastion agreed to customary standstill provisions for a period of three years from the execution of the agreement, restricting acquisition, transfer, proxy solicitation, and board influence activities.
  • Mutual release and non-disparagement: The parties agreed to a mutual non-disparagement agreement and, after payment for tendered shares, a mutual release of claims, both subject to limited exceptions.
  • Bastion tender commitment: Bastion agreed to tender all securities it beneficially owns that may be tendered in the offer.

SkyAI and Bastion Trading Amend Tender Offer Terms and Agree to Standstill

According to the filing, SkyAI, Inc. (NASDAQ:SKYA) entered into a tender offer support and settlement agreement with Bastion Trading Limited and certain of its affiliates on October 27, 2026. The company disclosed that it agreed to amend its currently ongoing cash tender offer in several ways, including expanding the categories of securities eligible for tender and raising the permissible tender caps for existing categories to 100% of each class issued and outstanding.

The filing states that the amended offer will add cash stapled warrants and cryptocurrency stapled warrants as newly eligible securities, each offered at $0.17 per stapled warrant, with no minimum number required to be tendered as a condition to the offer. The company also agreed, subject to applicable law, to remove provisions in the Schedule TO related to a 30% withholding on payments for non-U.S. holders and not to apply such withholding. The tender offer term is to be extended to at least November 12, 2026, according to the filing.

Under the terms of the agreement, as described in the filing, Bastion agreed to a three-year standstill period during which it may not, without board approval, acquire company securities, transfer securities in a way that would knowingly cause a third party to own more than 5% of the company, nominate directors, submit shareholder proposals, solicit proxies, or seek to influence the company's management or policies. Bastion also agreed to vote any voting securities it holds in line with the board's recommendations, except for proposals regarding a change of control. The agreement also provides the company with a right of first refusal on any block trades by Bastion after the offer's expiration.

What Was Disclosed

SkyAI, Inc. disclosed the execution of a tender offer support and settlement agreement with Bastion Trading Limited and affiliates, covering amendments to an ongoing tender offer, a three-year standstill, mutual non-disparagement, mutual release of claims, and related covenants. The full agreement is attached as Exhibit 10.1.