Forward Industries Urges SkyAI Shareholders to Reject Equity Plan and Withhold Votes Amid Acquisition Rejection

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 the company's proposed 2026 Equity Incentive Plan and to withhold votes on all five director nominees at the upcoming annual meeting scheduled for September 18, 2026.

The call to action stems from SkyAI's rejection of Forward's June 15 all-stock acquisition proposal, which valued SkyAI at $1.55 per share—a 20% premium to its prior closing price. Forward believes the proposal represented a compelling opportunity for SkyAI shareholders, and the rejection has raised questions about the board's commitment to maximizing shareholder value.

Further concerns include SkyAI's proxy disclosures revealing $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. According to Forward, these entities are owned and controlled by the brother of SkyAI's Chief Investment Officer and director, Yuwen (Alice) Zhang. These related-party arrangements have drawn scrutiny, as they may not be in the best interest of all shareholders.

The proposed equity incentive plan would authorize 5,145,000 additional shares for equity awards, representing approximately 7.2% additional dilution. 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. Nevertheless, Forward is encouraging shareholders to withhold votes on all five director nominees to send a strong message of dissatisfaction.

Forward Industries remains confident in the strategic rationale for a combination with SkyAI and has expressed its willingness to engage in discussions regarding a potential strategic transaction. The company's mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with Solana-related projects. In September 2025, Forward launched a digital asset treasury strategy supported by industry-leading investors including Galaxy Digital and Jump Crypto.

This development is significant for shareholders of both companies, as it highlights potential governance issues and the board's responsiveness to value-creating opportunities. The outcome of the vote could have implications for the future direction of SkyAI and its relationship with Forward. For more information on Forward Industries' Solana treasury strategy, visit www.forwardindustries.com.