Bastion, a Major Stockholder of SkyAI, Agrees to Tender All of Its Shares and Warrants and Enters Into Support Agreement Increases Number of Pre-Funded Warrants Purchased to 100% of Each Class Outstanding Adds Outstanding Stapled Warrants as New Classes NEW YORK , Oct. 27, 2026 (GLOBE NEWSWIRE) -- SkyAI, Inc. (Nasdaq: SKYA) (“SkyAI” or the “Company”) today announced that it has entered into a tender support and settlement agreement (the “Agreement”) with Bastion Trading Limited and certain of its affiliates (together, “Bastion”). Under the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Company’s amended cash tender offer (the “Offer”) and has agreed to a three-year standstill. The Company also announced that it will amend the Offer to increase the number of pre-funded warrants it will purchase to 100% of each class outstanding and to add each class of the Company’s outstanding stapled warrants. The amended Offer will be available to all holders of the applicable securities on the same terms, providing an equal opportunity to receive cash for their securities. “We are pleased to have reached a constructive agreement with Bastion that provides a clear path forward for all parties,” said Paul Danner , Executive Chairman of SkyAI. “By expanding the Offer, we are ensuring that all holders of our pre-funded warrants and stapled warrants have the same opportunity to receive cash for their securities on equal terms, while facilitating a timely and orderly process.” Bastion will issue a separate press release today announcing its Agreement with the Company. Amendments to the Offer The Company will amend the Offer as follows: • The Company will add, as two new classes, up to 100% of its outstanding cash stapled warrants and cryptocurrency stapled warrants each with an exercise price of $9.75 per share, at a purchase price of $0.17 per cash stapled warrant or cryptocurrency stapled warrant in cash. • The Company will purchase up to 100% of its outstanding cash pre-funded warrants and cryptocurrency pre-funded warrants, up from 95% of each class. The purchase price stays at $3.00 per cash or cryptocurrency pre-funded warrant, less the $0.0001 exercise price. • The Company will extend the expiration of the Offer to one minute after 11:59 p.m. , New York City time, on November 12, 2026 , unless further extended or earlier terminated. The price and the percentage sought for common stock and strategic warrants do not change. The Company will purchase up to 95% of each of those classes at $3.00 per share, or $3.00 per strategic warrant less the $0.0001 exercise price, in cash. The common stock, strategic warrants, cash pre-funded warrants and cryptocurrency pre-funded warrants all remain subject to a 50% minimum subscription within their own class for the tender of such class to be accepted. These tenders are not conditional on one another, meaning each minimum tender is independent of the other classes. If all securities sought are tendered, the Company will pay approximately $214.3 million in the amended Offer. The Company will pay for the securities purchased, and the related fees and expenses, from cash on hand. The Offer is not subject to a financing condition. In the weeks leading up to the commencement of the Offer, the Company sold approximately 2 million SOL at an average price net of fees of $107.20 per SOL. The Company currently holds approximately $223 million in cash and has completed the sale of all of its SOL in the prior weeks. The Company no longer holds any SOL and after the Offer is closed the Company will not be repurchasing SOL. The Company will file an amendment to its tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) that describes the amended terms in full. The Agreement Under the Agreement, Bastion has agreed to tender all of its shares of common stock, pre-funded warrants and stapled warrants into the Offer and not to withdraw them. Bastion will receive the same price and will be subject to the same potential proration as every other holder of the same class. Pursuant to the Agreement, for a period of three years after signing, Bastion has agreed not to acquire any of the Company’s securities, nominate directors, submit shareholder proposals, solicit proxies, seek representation on the Board of Directors of the Company (the “Board”) or otherwise seek to influence the management or policies of the Company, among other customary standstill restrictions. The Agreement also includes customary mutual non-disparagement covenants and mutual releases, and Bastion has agreed not to bring any proceeding relating to the Offer. The Agreement terminates if the Company does not complete the Offer. No Recommendation Regarding Participation in the Offer The Board has approved the Offer and the amendments. However, neither SkyAI, its Board, the Company’s directors or officers, nor the informatio