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 upcoming annual meeting scheduled for September 18, 2026. The move comes after SkyAI rejected 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, specifically pointing to related-party transactions disclosed in SkyAI’s proxy statement. According to Forward, SkyAI paid $3.3 million in consulting fees to Sol Edge Limited and issued warrants valued at approximately $101.3 million 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 raise red flags about potential conflicts of interest and the protection of shareholder interests.
Forward is asking shareholders to vote against the equity incentive plan, which would authorize 5,145,000 additional shares for equity awards, representing approximately 7.2% additional dilution. The company notes that the equity plan 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 encourages shareholders to withhold votes on all five director nominees to send a strong message of disapproval.
The strategic rationale behind Forward’s proposal remains intact, as the company believes a combination with SkyAI would create significant value. Forward states it is prepared to engage in discussions regarding a potential strategic transaction, but the rejection of its proposal and the concerning governance practices have prompted this public call to action.
Forward Industries is a Solana-focused digital asset treasury company, with a strategy to buy, hold, stake, trade, invest in, and grow SOL and SOL-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 September 2025, Forward launched its digital asset treasury strategy with support from investors and operating partners including Galaxy Digital and Jump Crypto.
For more information on Forward Industries’ Solana treasury strategy, visit www.forwardindustries.com. The latest news and updates on FWDI are available in the company’s newsroom at https://nnw.fm/FWDI.
This situation underscores the importance of shareholder vigilance and the need for transparent governance, especially in emerging digital asset companies where related-party transactions can undermine trust and long-term value creation.
