Forward Industries (NASDAQ: FWDI), a Solana-focused digital asset treasury company, has issued an open letter to shareholders of SkyAI, urging them to vote against the company's 2026 Equity Incentive Plan and to withhold votes from all five director nominees at the upcoming annual meeting scheduled for September 18, 2026. The letter highlights several concerns, including SkyAI's rejection of Forward's all-stock acquisition proposal, related-party transactions, and financial performance issues.
Forward's acquisition proposal, made on June 15, offered $1.55 per share, representing a 20% premium to SkyAI's prior closing price. The rejection of this proposal is a key point of contention, as Forward believes the combination would have been beneficial to both companies' shareholders. Forward's letter also points to disclosures in SkyAI's proxy statement regarding $3.3 million in consulting fees paid to Sol Edge Limited and warrants valued at approximately $101.3 million issued to Sol Markets. These entities are reportedly owned and controlled by the brother of SkyAI's Chief Investment Officer and director, Yuwen (Alice) Zhang. Forward argues that these related-party arrangements raise serious governance and conflict-of-interest concerns.
The proposed equity incentive plan would authorize an additional 5,145,000 shares for equity awards, representing 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, SkyAI's uncontested plurality voting structure means that individual director nominees cannot be defeated solely through withhold votes, making the outcome of the director elections less certain.
Forward Industries has made it clear 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 serves as a call to action for shareholders to consider the implications of the equity plan and the board's actions on shareholder value.
Forward Industries is a digital asset treasury company focused on Solana (SOL) and related digital assets. Its strategy includes buying, holding, staking, trading, and investing in SOL and related protocols and businesses. The company launched its treasury strategy in September 2025 with support from investors and operating partners such as Galaxy Digital and Jump Crypto. For more information, visit the company's newsroom at https://nnw.fm/FWDI.
The full press release is available at https://nnw.fm/1Yn1Q.
