Forward Industries, Inc. (NASDAQ: FWDI) 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 annual meeting scheduled for Sept. 18, 2026. The move comes after SkyAI rejected Forward’s all-stock acquisition proposal from June 15, which valued SkyAI at $1.55 per share—a 20% premium over its prior closing price.
In its letter, Forward highlighted several concerns about SkyAI’s governance and financial practices. Notably, it pointed to disclosures in SkyAI’s proxy statement revealing $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. According to Forward, these entities are owned and controlled by the brother of SkyAI’s Chief Investment Officer and director, Yuwen (Alice) Zhang. Forward argues that these related-party transactions raise questions about the board’s independence and its commitment to shareholder value.
The proposed equity incentive plan would authorize an additional 5,145,000 shares for equity awards, representing approximately 7.2% dilution for existing shareholders. Forward is urging shareholders to vote against this plan, which can be defeated by a majority of votes cast against it. However, because SkyAI uses an uncontested plurality voting structure, individual director nominees cannot be defeated solely through withhold votes. Therefore, Forward is asking shareholders to withhold votes from all five director nominees as a protest against the board’s actions.
Despite the contentious relationship, Forward stated 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 emphasizes its commitment to enhancing shareholder value and its belief that SkyAI’s current management is not acting in the best interests of its shareholders.
This public campaign by Forward underscores the growing tension between the two companies and highlights the broader issues of corporate governance and shareholder activism in the digital asset sector. Forward Industries, which describes itself as a Solana-focused digital asset treasury company, has been actively pursuing growth through strategic investments and acquisitions. Its treasury strategy, launched in September 2025 with backing from investors like Galaxy Digital and Jump Crypto, aims to strengthen the Solana ecosystem.
Shareholders of SkyAI will now have to weigh Forward’s concerns against the board’s recommendations as they prepare to vote at the upcoming annual meeting. The outcome could have significant implications for SkyAI’s future direction and its relationship with Forward Industries.
For more details on the full press release, visit https://nnw.fm/1Yn1Q.
