Forward Industries (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 SkyAI's upcoming annual meeting scheduled for September 18, 2026. The letter highlights several concerns, including 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.
Forward Industries, a Solana-focused digital asset treasury company, expressed concerns about SkyAI's corporate governance and financial practices. The letter points 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, raising potential conflicts of interest.
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 this plan can be defeated by a majority of votes cast against it. However, under SkyAI's plurality voting structure, individual director nominees cannot be defeated solely through withhold votes, which is why Forward is urging shareholders to withhold votes on each of the five nominees as a signal of dissatisfaction.
The open letter underscores Forward's belief that the proposed equity plan is not in the best interest of SkyAI shareholders, particularly given the company's financial performance and the rejected acquisition offer. Forward has stated that it remains confident in the strategic rationale for a combination with SkyAI and is prepared to engage regarding a potential strategic transaction.
This development is significant because it highlights governance concerns at SkyAI and the potential for shareholder activism. Forward's move could pressure SkyAI's board to reconsider its stance on the acquisition proposal and address perceived conflicts of interest. The outcome of the shareholder vote could have implications for SkyAI's future strategic direction and its relationship with major shareholders.
For more information, visit the full press release.
