Forward Industries, Inc. (NASDAQ: FWDI), a Solana-focused digital asset treasury company, has issued an open letter to shareholders of SkyAI, urging them to vote against SkyAI's proposed 2026 Equity Incentive Plan and to withhold votes on each of its five director nominees at the upcoming annual meeting scheduled for September 18, 2026. The letter, released today, highlights several concerns regarding SkyAI's governance and financial practices, and underscores Forward's belief that the current management is not acting in the best interests of shareholders.
Central to Forward's opposition is SkyAI's rejection of Forward's all-stock acquisition proposal made on June 15, which valued SkyAI at $1.55 per share. This offer represented a 20% premium to SkyAI's prior closing price, according to Forward. The rejection, Forward argues, indicates a lack of willingness by SkyAI's board to consider value-enhancing opportunities for shareholders.
Forward also raised red flags about related-party arrangements disclosed in SkyAI's proxy statement. The proxy reportedly revealed $3.3 million in consulting fees paid to Sol Edge Limited in 2025 and warrants valued at approximately $101.3 million issued to Sol Markets. Forward asserts that these entities are owned and controlled by the brother of SkyAI's Chief Investment Officer and director, Yuwen (Alice) Zhang. Such transactions, Forward contends, raise serious corporate governance questions and could represent a conflict of interest that undermines shareholder value.
The proposed equity incentive plan, which would authorize an additional 5,145,000 shares for equity awards, would result in approximately 7.2% additional dilution for existing shareholders. Forward is urging shareholders to vote against this plan, noting that it can be defeated by a majority of votes cast against it. In contrast, because SkyAI operates under a plurality voting structure for director elections, individual director nominees cannot be defeated solely through withhold votes. Nevertheless, Forward is calling on shareholders to withhold votes from all five director nominees as a form of protest against the current board's actions.
Despite its opposition, Forward has reiterated that it remains confident in the strategic rationale for a combination with SkyAI and is prepared to engage in discussions regarding a potential strategic transaction. The company's letter appears to be part of a broader effort to pressure SkyAI's management to reconsider its stance on the acquisition proposal and to address the governance issues raised.
This development is significant for shareholders of both companies, as it highlights ongoing tensions between Forward and SkyAI's management. For SkyAI shareholders, the outcome of the vote on the equity plan could have a material impact on dilution and corporate control. For Forward, the ability to influence SkyAI's direction is tied to its acquisition ambitions and its broader strategy to expand its presence in the Solana ecosystem.
Forward Industries, which has pivoted to a digital asset treasury strategy focused on Solana, has been actively seeking to grow through acquisitions and partnerships. The company's approach to SkyAI underscores its commitment to creating shareholder value through strategic consolidation. As the annual meeting approaches, investors will be watching closely to see how SkyAI shareholders respond to Forward's urging.
The full text of the open letter is available at https://nnw.fm/1Yn1Q. Forward Industries' latest news and updates can be found in the company's newsroom at https://nnw.fm/FWDI.
