{"id":1002065,"date":"2026-09-09T12:25:08","date_gmt":"2026-09-09T16:25:08","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/forward-industries-urges-shareholders-of-skyai-to-vote-no-at-the-2026-annual-meeting\/"},"modified":"2026-09-09T12:25:08","modified_gmt":"2026-09-09T16:25:08","slug":"forward-industries-urges-shareholders-of-skyai-to-vote-no-at-the-2026-annual-meeting","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/forward-industries-urges-shareholders-of-skyai-to-vote-no-at-the-2026-annual-meeting\/","title":{"rendered":"Forward Industries Urges Shareholders of SkyAI to Vote No at the 2026 Annual Meeting"},"content":{"rendered":"
\n

\n Believes<\/i>
\n SkyAI<\/i>
\n Shareholders<\/i>
\n Deserve<\/i>
\n Greater<\/i>
\n Accountability<\/i>
\n From<\/i>
\n a<\/i>
\n Board<\/i>
\n That<\/i>
\n Has<\/i>
\n Failed<\/i>
\n to Deliver Value to Shareholders<\/i>\n <\/p>\n

\n Highlights the Board\u2019s Rejection of Forward\u2019s 20% Premium Acquisition Proposal, Related Party<\/i>
\n Payments<\/i>
\n to<\/i>
\n a<\/i>
\n Director\u2019s<\/i>
\n Family<\/i>
\n Member<\/i>
\n Exceeding<\/i>
\n the<\/i>
\n Company\u2019s<\/i>
\n Entire<\/i>
\n Market<\/i>
\n Value and Persistent Underperformance Relative to Its Peers<\/i>\n <\/p>\n

\n Urges<\/i>
\n Shareholders<\/i>
\n to<\/i>
\n Vote<\/i>
\n AGAINST<\/i>
\n the<\/i>
\n 2026<\/i>
\n Equity<\/i>
\n Incentive<\/i>
\n Plan<\/i>
\n and<\/i>
\n WITHHOLD<\/i>
\n on<\/i>
\n Every SkyAI Director Nominee<\/i>\n <\/p>\n

\n Austin, TX, Sept. 09, 2026 (GLOBE NEWSWIRE) — <\/strong>Forward Industries, Inc. (Nasdaq: FWDI) (\u201cForward,\u201d \u201cwe\u201d or \u201cour\u201d) today released the following open letter to shareholders of SkyAI, Inc. (\u201cSkyAI\u201d or the \u201cCompany\u201d), outlining its concerns regarding the Company and announcing its request for shareholders to vote AGAINST SkyAI\u2019s 2026 Equity Incentive Plan and WITHHOLD on each the Company\u2019s five director nominees at SkyAI\u2019s 2026 annual meeting of shareholders (the \u201cAnnual Meeting\u201d) scheduled for September 18, 2026.<\/p>\n

Dear SkyAI Shareholders:<\/p>\n

We are writing to you because we believe strongly in the value opportunity at SkyAI and remain convinced that a combination with Forward could unlock significant value for both companies\u2019 shareholders. On June 15, 2026, we acted on that conviction by submitting a proposal to acquire SkyAI in an all-stock transaction valuing the Company at $1.55 per share, representing<\/u><\/b>a<\/u><\/b>20%<\/u><\/b>premium<\/u><\/b> to SkyAI\u2019s closing price immediately prior to our proposal. Rather than engage with us regarding the merits of a potential combination, the Board unanimously rejected our proposal. We disagreed with that decision then, and SkyAI\u2019s subsequent disclosures have only increased our concerns about the Board\u2019s judgment and stewardship of the Company.<\/p>\n

\n Why<\/b>
\n We<\/b>
\n Approached<\/b>
\n SkyAI<\/b>\n <\/p>\n

Forward was built to advance Solana and create value for our shareholders through a differentiated public markets vehicle for exposure to SOL and the growth of the Solana ecosystem. Since launching our treasury strategy in September 2025, we have assembled the largest Solana treasury in the world and built a platform designed to compound SOL per share while supporting the continued growth of the Solana ecosystem.<\/p>\n

It was with that strategy in mind that we approached SkyAI. We believe the combined scale, capabilities and resources of Forward and SkyAI could create a stronger platform within the Solana ecosystem and unlock greater value for both companies\u2019 shareholders. In a market environment that demands disciplined capital allocation and a willingness to pursue strategic opportunities, we believed a combination represented a compelling path forward for SkyAI and its shareholders.<\/p>\n

We continue to believe in that opportunity. That is why we were disappointed that the Board rejected our proposal without engaging with us, and why SkyAI\u2019s subsequent disclosures in connection with the upcoming Annual Meeting have only increased our concerns about the Board\u2019s judgment and stewardship of the Company.<\/p>\n

\n What Is at Stake at the Annual <\/b>
\n Meeting<\/b>\n <\/p>\n

At the upcoming Annual Meeting, SkyAI shareholders are being asked to approve a new equity incentive plan that would materially dilute their ownership to provide additional equity compensation to a Board and management team that, in our view, have failed to deliver commensurate value for shareholders, and to re-elect the same five directors who have overseen the Company during a period of significant value destruction.<\/p>\n

We believe shareholders should consider the Board\u2019s full record before giving it a renewed mandate and a larger pool of shares to award. For the reasons outlined below, we do not believe this Board has earned either and urge shareholders to vote AGAINST<\/u><\/b> the 2026 Equity Incentive Plan and WITHHOLD<\/u><\/b> on each of the Company\u2019s five director nominees.<\/p>\n

\n 1. <\/b>
\n The<\/b>
\n Board Rejected<\/b>
\n an Opportunity<\/b>
\n for Shareholders<\/b>
\n to Realize<\/b>
\n a 20% <\/b>
\n Premium<\/b>
\n \n <\/p>\n

On June 15, 2026, Forward submitted a proposal to acquire SkyAI in an all-stock transaction valued at $1.55 per share, representing a 20% premium to SkyAI\u2019s prior closing price of $1.29. Our proposal offered SkyAI shareholders the opportunity to realize a meaningful premium while retaining exposure to the future growth and potential value creation of a combined company operating at greater scale within the Solana ecosystem. On July 17, 2026, the Board unanimously rejected our proposal. This offer represented a 0.367 exchange ratio which would be approximately an 88% premium at today\u2019s prices.<\/p>\n

By rejecting our proposal without meaningfully engaging with us, the Board chose to continue pursuing SkyAI\u2019s standalone path rather than explore a transaction that we believe could have delivered both near term value and the opportunity to participate in the potential upside of a larger combined platform. We believe that decision should be judged against the Board\u2019s broader record of stewardship and the value it has delivered to shareholders.<\/p>\n

As detailed below, SkyAI\u2019s own proxy disclosures raise serious questions about that record, including the Board\u2019s oversight of related party arrangements, its capital allocation decisions and the significant destruction of shareholder value under its watch.<\/p>\n

\n 2. <\/b>
\n Related-Party<\/b>
\n Payments<\/b>
\n That<\/b>
\n Exceed<\/b>
\n SkyAI\u2019s<\/b>
\n Entire<\/b>
\n Market<\/b>
\n Value<\/b>
\n \n <\/p>\n

According to SkyAI\u2019s proxy statement released in connection with the Annual Meeting, SkyAI paid $3,333,333 in consulting fees during fiscal year 2025 to Sol Edge Limited under a consulting agreement with an initial term of 20 years and recorded a related prepaid expense of\u00a0$6,666,667 as of December 31, 2025. Separately, in connection with an August 28, 2025 strategic advisory agreement, SkyAI issued warrants to Sol Markets to purchase 6,321,367 shares of SkyAI common stock, which SkyAI\u2019s proxy statement values at approximately $101.3 million, and paid Sol Markets an additional $100,000 in marketing fees during 2025.<\/p>\n

SkyAI\u2019s proxy statement further discloses that Sol Edge Limited and Sol Markets are both wholly owned and controlled by James Zhang, the brother of Yuwen (Alice) Zhang, SkyAI\u2019s Chief Investment Officer and a director standing for re-election at the September 18 Annual Meeting.<\/p>\n

Put plainly, the $101.3 million fair market value attributed by SkyAI to the warrants issued to an entity owned by the brother of its Chief Investment Officer and a sitting director is nearly<\/b>double SkyAI\u2019s entire market capitalization <\/b>of approximately $58 million as of September 8, 2026. In our view, shareholders should consider why a Board now seeking approval for millions of additional shares for equity awards has not adequately explained why arrangements of this size and duration were entered into with an immediate family member of a sitting officer and director, how those arrangements were priced and what independent process, if any, was used to determine whether they were in the best interests of shareholders. Forward believes these questions are directly relevant to the 2026 Equity Incentive Plan and should be answered before shareholders approve a larger pool of shares for additional equity awards.<\/p>\n

\n 3. <\/b>
\n Mounting Losses and Underperformance Relative to <\/b>
\n Peers<\/b>
\n \n <\/p>\n

These concerns are compounded by SkyAI\u2019s financial performance. SkyAI reported a net loss of\u00a0$23.3 million for the second quarter of 2026 alone, compared to net staking revenue of $2.3 million for the quarter, and reported total operating revenue of just $204,000 for fiscal 2025.<\/p>\n

Across the peer group of Solana focused treasury companies, SkyAI trades at the lowest mNAV1<\/sup> and has underperformed SOL by approximately 17% YTD.<\/p>\n

Forward believes shareholders should weigh this record of losses and underperformance alongside the Company\u2019s concerning related party arrangements when deciding whether to support the directors who have overseen the Company and whether to approve an additional 5,145,000 shares for equity awards.<\/p>\n

\n What<\/b>
\n Forward<\/b>
\n Is<\/b>
\n Asking<\/b>
\n SkyAI<\/b>
\n Shareholders<\/b>
\n To<\/b>
\n Do<\/b>\n <\/p>\n

The September 18 Annual Meeting gives SkyAI shareholders an opportunity to hold the Board accountable and make their opposition count. We urge shareholders to participate in the Annual Meeting by taking the following actions:<\/p>\n