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 move follows SkyAI's rejection of Forward's all-stock acquisition proposal valued at $1.55 per share, which represented a 20% premium to SkyAI's prior closing price.
In its letter, Forward Industries expressed concerns about SkyAI's governance and financial practices, citing related-party arrangements and overall financial performance. Specifically, Forward highlighted that SkyAI's proxy statement disclosed $3.3 million in consulting fees paid to Sol Edge Limited and warrants valued at approximately $101.3 million issued to Sol Markets. According to Forward, these entities are owned and controlled by the brother of SkyAI's Chief Investment Officer and director, Yuwen (Alice) Zhang.
Forward Industries is asking shareholders to vote against the proposed equity incentive plan, which would authorize an additional 5,145,000 shares for equity awards, representing approximately 7.2% additional dilution. The company noted that this plan can be defeated by a majority of votes cast against it. However, due to SkyAI's plurality voting structure for director elections, withholding votes alone cannot remove the directors, but Forward still urges shareholders to withhold votes as a signal of dissatisfaction.
Forward Industries remains confident in the strategic rationale for a combination with SkyAI and has expressed readiness to engage in discussions regarding a potential strategic transaction. The company's actions reflect its commitment to protecting shareholder value and addressing what it perceives as governance concerns.
Forward Industries is a Solana-focused digital asset treasury company, with a strategy to buy, hold, stake, trade, invest in, and grow SOL and related digital assets, protocols, and businesses. The company's mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with Solana developers and projects. In connection with a private placement in September 2025, Forward launched its digital asset treasury strategy with support from industry leaders including Galaxy Digital and Jump Crypto. For more information on the Solana treasury strategy, visit Forward Industries.
This development underscores the ongoing tensions between Forward Industries and SkyAI, highlighting issues of corporate governance and shareholder rights in the digital asset space. The outcome of the shareholder vote could have significant implications for SkyAI's future direction and its relationship with Forward Industries.
