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 underscores escalating tensions between the two firms following SkyAI's rejection of Forward's acquisition proposal.
In its letter, Forward highlighted that SkyAI dismissed an all-stock acquisition proposal valued at $1.55 per share, which represented a 20% premium to SkyAI's closing price prior to the offer. Forward argues that this rejection, coupled with questionable related-party arrangements and lackluster financial performance, raises serious concerns about shareholder value and corporate governance.
Specifically, Forward pointed to disclosures in SkyAI's proxy statement revealing $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. Such transactions, Forward contends, indicate potential conflicts of interest that could harm minority shareholders.
The proposed equity incentive plan would authorize the issuance of 5,145,000 additional shares, representing approximately 7.2% dilution for existing shareholders. Forward is urging shareholders to cast their votes against this plan, noting that it can be defeated by a majority of votes cast against it. In contrast, because SkyAI employs an uncontested plurality voting structure for director elections, individual nominees cannot be defeated solely through withhold votes; thus, Forward's recommendation to withhold votes serves as a symbolic protest against the board's actions.
Despite the contentious relationship, Forward reiterated its confidence in the strategic rationale for a combination with SkyAI and expressed willingness to engage in discussions regarding a potential strategic transaction. The company remains committed to its own digital asset treasury strategy, focusing on Solana (SOL) and related assets, which was launched following a private placement in September 2025 with backing from Galaxy Digital and Jump Crypto.
Forward Industries, now a Solana-focused digital asset treasury company, aims to enhance shareholder value by acquiring and staking SOL and investing in Solana ecosystem projects. The company's public challenge to SkyAI's governance practices may signal a broader campaign to influence corporate actions or attract support for a future acquisition attempt.
For more information on Forward Industries and its strategic initiatives, visit forwardindustries.com. For the full press release, see https://nnw.fm/1Yn1Q.
