UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
SkyAI, Inc.
(Names of Filing Persons (Issuer and Offeror))
COMMON
STOCK, PAR VALUE $0.0001 PER SHARE
INCLUDING ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS
UNDER THE RIGHTS PLAN
AND
STRATEGIC WARRANTS TO PURCHASE COMMON STOCK
AND
CASH PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK
AND
CRYPTOCURRENCY PRE-FUNDED WARRANTS TO PURCHASE COMMON STOCK
AND
CASH STAPLED WARRANTS TO PURCHASE COMMON STOCK
AND
CRYPTOCURRENCY STAPLED WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
82003F
309
(CUSIP Number of Class of Securities)
Paul
K. Danner
Chief Executive Officer
SkyAI, Inc.
105 Maxess Road,
Melville, New York 11747
Telephone: (631) 574 -4436
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
With copies to:
Jonathan
Deblinger, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 370-1300
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY NOTE
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed by SkyAI, Inc., a Nevada corporation (“SkyAI” or the “Company”), with the U.S. Securities and Exchange Commission (“SEC”) on October 16, 2026 (as amended and supplemented on October 19, 2026, October 27, 2026 and October 28, 2026 the “Schedule TO”) relating to the tender offer by the Company (“Offer”) to purchase for cash up to 48,311,489 shares of its common stock, par value $0.0001 per share, including the associated preferred share purchase rights issued pursuant to the Rights Plan, by and between the Company and VStock Transfer LLC, as rights agent, and up to 4,880,734 cash pre-funded warrants issued pursuant to the securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Pre-Funded Warrants”), 9,939,850 pre-funded warrants issued pursuant to the cryptocurrency securities purchase agreements dated August 25, 2025 (“Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”), and 3,955,293 warrants issued on August 28, 2025 (“Strategic Warrants”), each at a purchase price of $3.00 per share (less $0.0001 in the case of the pre-funded warrants and strategic warrants), to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase filed on October 16, 2026 (the “Offer to Purchase”), a copy of which was attached thereto as Exhibit (a)(1)(A), in the related Letter of Transmittal for Common Stock (the “Letter of Transmittal for Common Stock”), a copy of which was attached thereto as Exhibit (a)(1)(B), and in the related Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants (the “Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants” and together with the Letter of Transmittal for Common Stock, the “Letters of Transmittal”), a copy of which was attached thereto as Exhibit (a)(1)(C).
This Amendment No. 4 amends the Schedule TO to among other items, include as part of the Offer, the Company’s offer to purchase 41,054,034 cash stapled warrants issued pursuant to securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Stapled Warrants”) and 22,159,638 cryptocurrency stapled warrants issued pursuant to securities purchase agreements entered into by the Company dated August 25, 2025 (“Cryptocurrency Stapled Warrants”), each at a purchase price of $0.17 per Stapled Warrant to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase filed on October 16, 2026, as amended (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), in the related Letter of Transmittal for Stapled Warrants (the “Letter of Transmittal for Stapled Warrants”, together with the Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants and together with the Letter of Transmittal for Common Stock, the “Letters of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(D) and that the Company is now offering to purchase up to 100% of the Cash Pre-Funded Warrants and 100% of the Cryptocurrency Pre-Funded Warrants.
This Schedule TO is intended to satisfy the reporting requirements of 13e-4 under the Exchange Act.
The purpose of this Amendment No. 4 is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the other exhibits to the Schedule TO remains unchanged. This Amendment No. 4 should be read with the Schedule TO, the Offer to Purchase and the related Letters of Transmittal, and the other exhibits to the Schedule TO.
INTRODUCTION
This Tender Offer Statement on Schedule TO (this “Statement”) relates to the offer by SkyAI, Inc., a Nevada corporation (“SkyAI” or the “Company”), to purchase up to 48,311,489 shares of its common stock, par value $0.0001 per share, including the associated preferred share purchase rights issued pursuant to the Rights Plan, by and between the Company and VStock Transfer LLC, as rights agent, and up to 5,137,615 cash pre-funded warrants issued pursuant to the securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Pre-Funded Warrants”), 10,463,001 pre-funded warrants issued pursuant to the cryptocurrency securities purchase agreements dated August 25, 2025 (“Cryptocurrency Pre-Funded Warrants” and together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”), 3,955,293 warrants issued on August 28, 2025 (“Strategic Warrants”) each at a purchase price of $3.00 per share, in the case of the Common Stock (less $0.0001 in the case of the Pre-Funded warrants and Strategic Warrants) and 41,054,034 cash stapled warrants issued pursuant to the securities purchase agreements entered into by the Company dated August 25, 2025 (“Cash Stapled Warrants”) and 22,159,638 cryptocurrency stapled warrants issued pursuant to the cryptocurrency securities purchase agreements dated August 25, 2025 (“Cryptocurrency Stapled Warrants” and together with the Cash Stapled Warrants, the “Stapled Warrants”), each at a purchase price of $0.17 per share, in the case of the Stapled Warrants, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 15, 2026, as amended (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), in the related Letter of Transmittal for Common Stock (the “Letter of Transmittal for Common Stock”), a copy of which is attached hereto as Exhibit (a)(1)(B), and in the related Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants, as amended (the “Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants”), a copy of which is attached hereto as Exhibit (a)(1)(C) and in the related Letter of Transmittal for Stapled Warrants (the “Letter of Transmittal for Stapled Warrants”, together with the Letter of Transmittal for Pre-Funded Warrants and Strategic Warrants and the Letter of Transmittal for Common Stock, the “Letters of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(D). This Statement is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended. The information contained in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Statement, as more particularly described below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section captioned “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A), is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
| (a) | Name and Address: The name of the subject company (which is also the issuer) is SkyAI, Inc., a Nevada corporation. The address of the Company’s principal executive office is 105 Maxess Road, Melville, New York 11747. The Company’s telephone number is (631) 574 -4436. |
| (b) | Securities: The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference. |
| (c) | Trading Market and Price: The information set forth in Section 8 (“Price Range of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants; Dividends”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
| (a) | Name and Address: The name of the filing person is SkyAI, Inc., a Nevada corporation, which is also the subject company. The Company’s address and telephone number are set forth in Item 2 above. |
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ITEM 4. TERMS OF THE TRANSACTION.
| (a) | Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet,” and in Section 1 (“Number of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants; Proration”), Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”), Section 3 (“Procedures for Tendering Shares or Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants and Payment of Purchase Price”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”), Section 12 (“Effects of the Offer on the Market for Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants; Registration under the Exchange Act”), Section 13 (“Legal Matters; Regulatory Approvals”), Section 14 (“Material U.S. Federal Income Tax Consequences”), Section 15 (“Extension of the Tender Offer; Termination; Amendment”), Section 16 (“Fees and Expenses”) and Section 17 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Purchases: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
| (e) | Agreements Involving the Subject Company’s Securities: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
| (a) | Purposes: The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” and in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Use of the Securities Acquired: The information set forth in Section 5 (“Purchase of Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants and Payment of Purchase Price”) of the Offer to Purchase is incorporated herein by reference. |
| (c) | Plans: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
| (a) | Source of Funds: The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Conditions: The information set forth in Section 7 (“Conditions of the Offer”) of the Offer to Purchase is incorporated herein by reference. |
| (d) | Borrowed funds: The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference. |
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
| (a) | Securities Ownership: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”) of the Offer to Purchase is incorporated herein by reference. |
| (b) | Securities Transactions: The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants, Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
| (a) | Solicitations or Recommendations: The information set forth in Section 16 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference. |
ITEM 10. FINANCIAL STATEMENTS.
| (a) | Financial Information. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, including the financial information set forth in Item 8 - Financial Statements and Supplementary Data of our Annual Report on Form 10-K, and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30, 2026, filed with the SEC on May 14, 2026 and August 7, 2026, respectively, are incorporated herein by reference. Our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q are available electronically on the SEC’s website at http://www.sec.gov. |
| (b) | Pro Forma Financial Information. Not applicable. |
| (c) | Summary Information. Not applicable. |
ITEM 11. ADDITIONAL INFORMATION.
| (a) | Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer; Other Plans”), Section 10 (“Certain Information Concerning the Company”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Cash Pre-Funded Warrants, Cryptocurrency Pre-Funded Warrants,Strategic Warrants, Cash Stapled Warrants and Cryptocurrency Stapled Warrants”) and Section 13 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference. |
| (c) | Other material information. The information set forth in the Offer to Purchase and the related Letters of Transmittal, copies of which are filed as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C) and (a)(1)(D) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.
Subject to, and effective upon, acceptance for purchase of, and payment for Warrants or Stapled Warrants tendered herewith in accordance with the terms of the Offer, the holder hereby (a) irrevocably sell, assign and transfer to, or upon the order of, the Company, all right, title and interest in and to all Warrants and/or Stapled Warrants that are being tendered hereby, (b) waive any and all rights with respect to the Warrants and/or Stapled Warrants, (c) release and discharge the Company from any and all claims I/we may have now, or may have in the future, arising out of, or related to, the Shares, Warrants and/or Stapled Warrants and (d) irrevocably constitute and appoint the Depositary as my/our true and lawful agent and attorney-in-fact with respect to any such tendered Warrants and/or Stapled Warrants, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) deliver certificates representing such Warrants and/or Stapled Warrants, or transfer ownership of such Warrants and/or Stapled Warrants on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company, (ii) present such Warrants and/or Stapled Warrants for transfer on the relevant security register and (iii) receive all benefits or otherwise exercise all rights of beneficial ownership of such Warrants and/or Stapled Warrants (except that the Depositary will have no rights to, or control over, funds from the Company, except as agent for tendering holders, for the consideration payable pursuant to the Offer). |
ITEM 12. EXHIBITS.
An exhibit index immediately preceding the signature page hereto is incorporated by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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Exhibit Index
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 29, 2026
| SkyAI, Inc. | ||
| By: | /s/ Paul K. Danner |
|
| Name: | Paul K. Danner | |
| Title: | Chief Executive Officer | |
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