SkyAI (Nasdaq: SKYA) began paying out its own cash on October 16, opening a tender offer that would return up to $201.3 million to stockholders at $3.00 a share — a price the company says equals roughly 0.95 times its net asset value. Two days after the offer documents landed, its largest outside stockholder, Bastion Trading, put the entire process under a governance challenge, demanding that the board explain how a company that told shareholders it “reaffirms its commitment to its Solana DAT strategy” in September had sold its entire SOL treasury within a month and was now returning the cash at a discount to the company’s own stated value.
The tender offer was disclosed in the company’s tender offer announcement on October 19, and Bastion Trading’s escalation followed in its own public statement on October 21 . What makes the situation unusual is not that a company is returning capital. It is the speed of the pivot. Four days before its annual meeting, SkyAI said it held more than two million SOL. A month later, it held none.
The Offer Is Live: $3.00, a 95% Cap, and a $22.5 Million Residual
The tender offer seeks up to 95% of each class of SkyAI’s outstanding securities at $3.00 apiece: 48,311,489 common shares, 4,880,734 cash pre-funded warrants, 9,939,850 cryptocurrency pre-funded warrants, and 3,955,293 strategic warrants — 67,087,366 securities in total. Warrants are purchased at $3.00 less their $0.0001 exercise price, or $2.9999 each. The offer expires at one minute after 11:59 p.m. New York City time on October 29, unless extended or terminated.
SkyAI said it held approximately $223.8 million in cash as of October 16 and has completed the sale of all of its SOL. Because it no longer holds any SOL, the offer is not conditioned on SOL’s price — a condition the company had initially expected to include when it announced the offer on October 11. “The Offer is not subject to a financing condition and does not require any borrowing,” the company wrote. If fully subscribed, the aggregate purchase price is about $201.3 million.
The arithmetic is straightforward. A fully subscribed tender at $201.3 million against $223.8 million of cash leaves roughly $22.5 million on the balance sheet before transaction fees and expenses — about 90% of the disclosed cash balance would leave the company in a single transaction. Each class also carries its own minimum tender condition: at least 50% of the shares sought must be tendered, at least 50% of the two pre-funded warrant classes combined, and at least 50% of the strategic warrants. If more than 95% of a class is tendered, purchases are made pro rata within that class.
From “Reaffirms Its Commitment” to Zero SOL in a Month
SkyAI was known until recently as Sharps Technology, a medical-device maker that pivoted into one of the more aggressive corporate Solana treasuries. In 2025 the company was marketing a treasury it sized at roughly $400 million, built with Coinbase’s collaboration .
The reversal came quickly. On September 14, 2026, four days before its annual meeting, the company’s proxy material said it “reaffirms its commitment to its Solana DAT strategy” and continued to hold more than two million SOL, according to Bastion Trading’s recitation of the Schedule 14A. On October 11, SkyAI announced the buyback and said its board had rejected the latest all-stock takeover proposal from Forward Industries as undervaluing the company. On October 14, Bastion issued its first public challenge — which BlockchainReporter covered at the time as Bastion’s demand for a higher tender price and a board reset — after flagging that most of the SOL had already been sold. By October 16, the tender offer was open and the SOL was entirely gone.
Bastion’s Math: A $3.30 NAV, a $3.50 Ask, and an $11.9 Million Warrant Question
Bastion Trading, which with affiliates beneficially owns about 9.99% of SkyAI’s common stock, wants the price raised from $3.00 to at least $3.50 per share or warrant. Its stated basis is a net asset value of roughly $3.30 per share, calculated — in the firm’s own words — as “(market value of SOL holdings + cash and cash equivalents – total liabilities) / fully diluted share count,” based on an assumed SOL price of $110 per token.
The more pointed demand concerns the strategic warrants. Bastion said those warrants were granted without any cash consideration to Sol Markets, an entity controlled by James Zhang, the brother of SkyAI director and Chief Investment Officer Alice Zhang. “By our calculation, those warrants could receive up to approximately $11.9 million in the Tender Offer,” Bastion wrote.
Bastion also flagged a related relationship: Sol Edge Limited, another James Zhang-controlled entity, has already received “substantial compensation” under a 20-year consulting agreement, including a $10 million upfront payment, according to the company’s Form 10-K. Bastion’s position is that allowing this insider-related party to monetize warrants through a tender funded by the sale of the company’s core treasury asset would be “fundamentally unfair.”
The firm’s language is blunt. “Directors are not elected merely to rubber-stamp management’s decisions,” Bastion wrote. “Their fiduciary duties require them to exercise independent judgment and oversight, challenge potential conflicts and protect stockholders’ interests.” It is demanding that Executive Chairman Paul K. Danner III and directors Soren Bo Christiansen, Timothy J. Ruemler and Jason L. Monroe publicly explain their roles, or resign — and it wants the strategic advisor warrants excluded from the offer entirely, plus a special stockholder meeting if the board cannot demonstrate accountability.
What the $3.00 Price Actually Values
SkyAI’s own footnote frames the price as a multiple of net cash. The company defines mNAV as the $3.00 purchase price multiplied by roughly 70.6 million shares and warrants outstanding, divided by net cash of about $223.8 million. That works out to $211.8 million of implied value against $223.8 million of cash — a multiple of about 0.946, which is the “approximately 0.95x” the company cites.
In other words, a stockholder tendering at $3.00 accepts roughly 95 cents on the dollar of the company’s stated cash value, while the strategic warrants Bastion wants excluded would absorb about $11.9 million of the payout — close to 6% of the full $201.3 million offer. The gap between the two positions is a single number: SkyAI’s $3.00 sits about 9% below the $3.30 NAV Bastion computes, while Bastion’s $3.50 ask sits about 6% above it, a 16.7% difference over whether the company should pay out at a discount to cash or a premium above NAV.
The Countercase: Why the Board Says the Offer Works
SkyAI’s framing is that the offer is clean and funded. The board approved it unanimously, and the company notes the offer carries no financing condition, requires no borrowing, and leaves the common stock listed on the Nasdaq Capital Market. The company also makes no recommendation on whether holders should tender, leaving the decision to each stockholder.
There is a narrower defense embedded in the structure. The minimum tender conditions mean the offer only closes if a meaningful share of each class participates, and the pro-rata mechanics cap any single class at 95%. A company returning cash at a discount to NAV is not automatically destructive: if the board believes the remaining business is worth less than the cash it holds, returning capital at 95 cents on the dollar can still exceed what the market would otherwise offer.
What the board has not yet provided is the independent analysis Bastion is asking for. The offer documents disclose no financial advisor, valuation, or fairness opinion — a point Bastion leans on directly — and the company has not separately responded to the October 21 statement. That silence, more than the $3.00 price itself, is where the governance risk sits.
What Decides This Between Now and October 29
The tender offer runs to October 29, and the practical questions are now concrete. Whether the 50% minimum conditions are met will determine whether any payout happens at all. Whether the strategic advisor warrants are excluded — and whether SkyAI responds to Bastion’s demand for director-level disclosure — will determine whether the governance fight stays in the filings or moves to a stockholder vote.
For a company that spent a year marketing itself as a Solana treasury, the liquidation itself is now settled; the capital return is the open question. The $3.00 price, the $11.9 million in strategic warrants, and the absence of a fairness opinion are the three numbers that will decide whether this is remembered as a clean exit or a contested one. SkyAI’s board has not answered. The next filing will show whether it intends to.
Disclosure: This article does not represent investment advice. The content and materials featured on this page are for educational purposes only.
