Forward Industries, Inc. (NASDAQ: FWDI) 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 on all five director nominees at the upcoming annual meeting scheduled for September 18, 2026. The request comes amid ongoing tensions between the two companies following SkyAI’s rejection of Forward’s acquisition proposal.
In its letter, Forward highlighted that SkyAI turned down a June 15 all-stock acquisition offer valued at $1.55 per share, which represented a 20% premium to SkyAI’s prior closing price. Forward believes this rejection undervalues SkyAI’s shareholders and raises questions about the board’s commitment to maximizing shareholder value.
Additionally, Forward raised concerns about related-party transactions disclosed in SkyAI’s proxy statement. The proxy reportedly revealed $3.3 million in consulting fees paid to Sol Edge Limited in 2025, as well as 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 arrangements, Forward argues, may present conflicts of interest and undermine the independence of SkyAI’s governance.
The proposed 2026 Equity Incentive Plan would authorize an additional 5,145,000 shares for equity awards, which 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. However, due to SkyAI’s uncontested plurality voting structure, individual director nominees cannot be defeated solely through withhold votes. As a result, Forward is encouraging shareholders to withhold votes from all five director nominees as a signal of dissatisfaction.
Forward Industries, which is a Solana-focused digital asset treasury company, stated that it remains confident in the strategic rationale for a combination with SkyAI and is prepared to engage regarding a potential strategic transaction. The company’s mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and investing in related projects. This move is part of Forward’s broader strategy to increase shareholder value, supported by investors such as Galaxy Digital and Jump Crypto.
This development is significant for shareholders of both companies, as it underscores the ongoing tensions in the tech and digital asset sectors regarding governance and strategic direction. The outcome of the vote could have implications for SkyAI’s future leadership and its ability to pursue equity-based incentives, potentially affecting its growth trajectory and shareholder returns.
For more information on the full press release, visit https://nnw.fm/1Yn1Q.
