- Forward Industries has released an open letter to shareholders of SkyAI, urging them to vote against SkyAI’s 2026 Equity Incentive Plan at SkyAI’s annual meeting.
- This follows the Board of SkyAI rejecting a proposal from Forward to acquire the company, which would have been an opportunity for shareholders to realize a 20% premium.
- In addition to highlighting this rejected opportunity for shareholders, the letter also mentions SkyAI’s mounting losses and underperformance relative to its peers.
Forward Industries (NASDAQ: FWDI), a Solana (SOL) treasury company, just released an open letter to shareholders of SkyAI outlining its concerns and announcing that it urges shareholders to vote against SkyAI’s 2026 Equity Incentive Plan and withhold on each of SkyAI’s five director nominees at SkyAI’s annual meeting of shareholders that’s scheduled for Sept. 18 (https://nnw.fm/rBYS6).
In the letter, Forward said it believes in the value opportunity at SkyAI and that a combination between the two could unlock value for the shareholders of both companies. It also outlined the proposal it submitted to acquire SkyAI in an all-stock transaction, which was a proposal that valued SkyAI at $1.55 per share, which was a 20% premium on its closing price prior to the proposal.
Ultimately, instead of engaging with Forward about the potential combination, the Board at SkyAI unanimously rejected the proposal. In addition to disagreeing with the decision then, Forward stated that SkyAI’s subsequent disclosures have only increased its concerns about the Board’s judgment.
Forward, which has assembled the largest Solana treasury, built a platform designed to compound SOL per share, and supports the continued growth of the SOL ecosystem, initially approached SkyAI because it believed that the combined scale, resources, and capabilities of the companies could create a stronger platform within the SOL ecosystem. It also believed that the move would unlock greater value for Forward and SkyAI shareholders.
At the upcoming annual meeting, SkyAI is asking shareholders to approve a new equity incentive plan that would dilute their ownership to provide additional equity compensation to the Board and management team that have failed to deliver commensurate value to shareholders in Forward’s view. SkyAI is also asking them to re-elect the same five directors who have overseen it during a period of significant value destruction.
Forward urges shareholders to vote “AGAINST” SkyAI’s 2026 Equity Incentive Plan, and vote “WITHHOLD” on each of SkyAI’s five director nominees.
It outlined the reasons for the request in the letter, which include the Board rejecting an opportunity for shareholders to realize a 20% premium, related-party payments that exceeded SkyAI’s entire market value, and SkyAI’s mounting losses and underperformance compared to peers.
Near the end of the letter, Forward asks SkyAI shareholders to participate in the meeting to have the opportunity to hold the Board accountable and make their opposition count.
This communication is being provided as an exempt solicitation pursuant to Rule 14a-2(b)(1) under the Securities Exchange Act of 1934, and Forward isn’t seeking authority to act as proxy for any SkyAI shareholder.
The information contained in the letter reflects Forward’s views as of the date hereof and is based on publicly available information, including disclosures made by SkyAI, that Forward believes to be reliable. Forward has not independently verified such information and does not represent that it is complete or accurate.
About Forward Industries Inc. (NASDAQ: FWDI)
Forward Industries is building and managing a large-scale Solana (SOL) treasury and is backed by many of the most influential investors in the digital space. It aims to create long-term value through actively participating in the Solana ecosystem by deploying assets through on-chain opportunities like staking, lending, and participating in decentralized finance (“DeFi”). Forward is also the first U.S.-listed company to bring its stock onto the Solana blockchain.
For more information, visit the Forward Industries website at www.ForwardIndustries.com.
NOTE TO INVESTORS: The latest news and updates relating to FWDI are available in the company’s newsroom at https://nnw.fm/FWDI
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