Forward Industries Urges Shareholders of SkyAI to Vote No at the 2026 Annual Meeting

Forward Industries outlines its rejected 20% premium all‑stock proposal for SkyAI and urges SkyAI holders to oppose the 2026 equity plan and board slate.

Rhea-AI Summary

Forward Industries (FWDI) has released an open letter to shareholders of SkyAI ahead of SkyAI’s 2026 annual meeting scheduled for September 18, 2026. Forward describes a June 15, 2026 all‑stock proposal to acquire SkyAI at $1.55 per share, a stated 20% premium to SkyAI’s prior $1.29 closing price, using a 0.367 exchange ratio, which SkyAI’s board unanimously rejected on July 17, 2026. Forward now urges SkyAI shareholders to vote AGAINST SkyAI’s 2026 Equity Incentive Plan, which would authorize 5,145,000 additional shares that Forward says equal about 7.2% dilution, and to vote WITHHOLD on each of SkyAI’s five director nominees. Forward emphasizes that this communication is an exempt solicitation and that it is not requesting or accepting proxy cards from SkyAI shareholders.

News Explained

The September 18 vote can block the 5,145,000-share plan, but withholding votes cannot by itself remove any director.

Forward’s September 9, 2026 letter is an exempt solicitation before SkyAI’s scheduled September 18, 2026 annual meeting; the proposed plan and five director elections remain matters for shareholder approval, not completed actions.

If approved, the plan would authorize 5,145,000 shares for equity awards; it requires a majority of votes cast, while the uncontested plurality election means withholding votes cannot alone defeat any nominee.

Forward attributes to SkyAI’s proxy a $101.3 million fair value for warrants issued to an entity controlled by the brother of a SkyAI officer and director, compared with SkyAI’s stated market capitalization of approximately $58 million as of September 8, 2026.

The release also describes $3.333 million of fiscal-2025 consulting fees, a $6.667 million prepaid expense at December 31, 2025, $100,000 of marketing fees, and an initial 20-year consulting term involving entities it says are controlled by that family member.

Market Context

Before publication, FWDI was up 8.72% from its prior close; that market position predates the shareh...

Analysis

Before publication, FWDI was up 8.72% from its prior close; that market position predates the shareholder letter and does not establish a reaction to the solicitation.

Key Figures

Offer Value: $1.55 per share Premium: 20% Exchange Ratio: 0.367 +5 more

Offer Value

$1.55 per share

All-stock acquisition proposal

Premium

20%

Premium to SkyAI's prior closing price

Exchange Ratio

0.367

Forward share per SkyAI share

Related-Party Warrants

6,321,367 shares

Warrants issued under a strategic advisory agreement

Warrant Value

$101.3 million

Value disclosed in SkyAI's proxy statement

Net Loss

$23.3 million

SkyAI second quarter of 2026

Additional Equity Awards

5,145,000 shares

Shares authorized under the 2026 Equity Incentive Plan

Potential Dilution

7.2%

Additional shareholder dilution from the equity incentive plan

Key Terms

equity incentive plan, all-stock transaction, exempt solicitation, plurality voting

4 terms

equity incentive plan financial

"approve a new equity incentive plan that would materially dilute their ownership"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

all-stock transaction financial

"submitting a proposal to acquire SkyAI in an all-stock transaction"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

exempt solicitation regulatory

"provided as an exempt solicitation pursuant to Rule 14a-2(b)(1)"

An exempt solicitation is a request for shareholder votes or support that is allowed to be distributed without following the full, formal proxy filing process required by securities regulators. Think of it like handing out flyers at a meeting instead of running a fully registered ad campaign: it’s a quicker, lower‑burden way for a party to persuade investors, but it can still influence corporate control or decisions, so investors should note who is behind it and assess possible bias or incomplete information.

plurality voting regulatory

"uncontested, plurality voting structure means no individual nominee can be defeated"

A voting system where the candidate(s) who receive the largest number of votes win, even if they do not get a majority of the votes. Shareholders cast votes for director nominees or proposals, and the top vote-getters fill the available seats or carry the motion; it’s like a footrace where the fastest finishers win regardless of whether most runners preferred them. It matters to investors because it shapes how control of a board or corporate decision is decided and can allow a cohesive minority to elect directors or pass measures without majority support.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Believes SkyAI Shareholders Deserve Greater Accountability From a Board That Has Failed to Deliver Value to Shareholders

Highlights the Board’s Rejection of Forward’s 20% Premium Acquisition Proposal, Related Party Payments to a Director’s Family Member Exceeding the Company’s Entire Market Value and Persistent Underperformance Relative to Its Peers

Urges Shareholders to Vote AGAINST the 2026 Equity Incentive Plan and WITHHOLD on Every SkyAI Director Nominee

Austin, TX, Sept. 09, 2026 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (Nasdaq: FWDI) (“Forward,” “we” or “our”) today released the following open letter to shareholders of SkyAI, Inc. (“SkyAI” or the “Company”), outlining its concerns regarding the Company and announcing its request for shareholders to vote AGAINST SkyAI’s 2026 Equity Incentive Plan and WITHHOLD on each the Company’s five director nominees at SkyAI’s 2026 annual meeting of shareholders (the “Annual Meeting”) scheduled for September 18, 2026.

Dear SkyAI Shareholders:

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’ 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 a 20% premium to SkyAI’s 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’s subsequent disclosures have only increased our concerns about the Board’s judgment and stewardship of the Company.

Why We Approached SkyAI

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.

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’ 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.

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’s subsequent disclosures in connection with the upcoming Annual Meeting have only increased our concerns about the Board’s judgment and stewardship of the Company.

What Is at Stake at the Annual Meeting

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.

We believe shareholders should consider the Board’s 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 the 2026 Equity Incentive Plan and WITHHOLD on each of the Company’s five director nominees.

1. The Board Rejected an Opportunity for Shareholders to Realize a 20% Premium

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’s 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’s prices.

By rejecting our proposal without meaningfully engaging with us, the Board chose to continue pursuing SkyAI’s 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’s broader record of stewardship and the value it has delivered to shareholders.

As detailed below, SkyAI’s own proxy disclosures raise serious questions about that record, including the Board’s oversight of related party arrangements, its capital allocation decisions and the significant destruction of shareholder value under its watch.

2. Related-Party Payments That Exceed SkyAI’s Entire Market Value

According to SkyAI’s 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 $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’s proxy statement values at approximately $101.3 million, and paid Sol Markets an additional $100,000 in marketing fees during 2025.

SkyAI’s 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’s Chief Investment Officer and a director standing for re-election at the September 18 Annual Meeting.

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 double SkyAI’s entire market capitalization 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.

3. Mounting Losses and Underperformance Relative to Peers

These concerns are compounded by SkyAI’s financial performance. SkyAI reported a net loss of $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.

Across the peer group of Solana focused treasury companies, SkyAI trades at the lowest mNAV¹ and has underperformed SOL by approximately 17% YTD.

Forward believes shareholders should weigh this record of losses and underperformance alongside the Company’s 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.

What Forward Is Asking SkyAI Shareholders To Do

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:

• Complete and submit your proxy, or vote at the Annual Meeting – shareholder opposition will have the greatest impact with shareholders actually casting their votes, rather than staying home and sitting out the meeting;
• Vote AGAINST SkyAI’s 2026 Equity Incentive Plan – which would authorize 5,145,000 additional shares for equity awards, or approximately 7.2% additional dilution to shareholders; and
• Vote WITHHOLD on each of SkyAI’s five director nominees – to register shareholder opposition and send a clear message that, although SkyAI’s uncontested, plurality voting structure means no individual nominee can be defeated by a withhold vote alone,
  
  

¹ SKYA relative mNAV comparison calculated using fully diluted share counts and SOL holdings available in CYQ2 filings (quarter ending June 30, 2026) and prices as of September 8, 2026 for share prices and SOL price.

shareholders have lost confidence in the Board’s current direction and demand change.

According to the Company’s proxy statement, the 2026 Equity Incentive Plan requires approval by a majority of the votes cast, meaning shareholders can defeat the proposal outright by voting AGAINST it. In Forward’s view, this vote is particularly important given the related party arrangements described above and the Board’s request for authority to issue millions of additional shares for equity awards.

However, the director election voting mechanics work differently. Because five nominees are standing for five open Board seats in an uncontested election decided by a plurality of votes cast, no nominee can be defeated by a withhold vote alone. Forward is nonetheless asking shareholders to WITHHOLD on each nominee to register their opposition to the Board’s record and send a clear message that greater accountability is required.

SkyAI Shareholders Deserve Better

We believe the Board cannot ask shareholders to support the directors who have overseen significant value destruction while also approving millions of additional shares for equity awards that would further dilute shareholders. The Annual Meeting provides an opportunity for SkyAI shareholders to hold the Board accountable and make clear that this record has not earned their support.

We remain confident in the strategic rationale underlying our proposal and stand ready to engage constructively with SkyAI and the Board regarding opportunities to maximize value for SkyAI shareholders, including a potential strategic transaction.

We urge you to make your voice heard at the Annual Meeting.

Sincerely,

Forward Industries, Inc.

Important Notice

This communication is being provided as an exempt solicitation pursuant to Rule 14a-2(b)(1) under the Securities Exchange Act of 1934. Forward is not seeking authority to act as proxy for any SkyAI shareholder, and Forward is not requesting or accepting proxy cards. Please do not send Forward your proxy card, as Forward will not vote proxies on your behalf.

The information contained in this communication 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. This communication is not investment advice or a recommendation to purchase or sell any security.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not historical facts and may be identified by words such as “believe,” “expect,” “intend,” “may,” “will,” “should” and similar expressions. These statements are based on Forward’s current beliefs and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied by such statements. Forward undertakes no obligation to update any forward-looking statements, except as required by applicable law. Certain information concerning SkyAI contained in this press release has been derived from publicly available information, including SkyAI’s public filings with the Securities and Exchange Commission. Forward has not independently verified such information and does not undertake any responsibility for its accuracy or completeness.

About Forward Industries

Forward Industries, Inc. (NASDAQ: FWDI) is a Solana focused digital asset treasury company, with the strategy to buy, hold, stake, trade, invest in, and grow SOL and SOL related digital assets, protocols and businesses. Forward’s mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with, providing tools to and investing in the Solana network, Solana developers and Solana related projects in order to increase shareholder value. In connection with a private placement transaction in September 2025, Forward launched a digital asset treasury strategy supported by industry leading investors and operating partners including Galaxy Digital and Jump Crypto. For more information on the Company’s Solana treasury strategy, visit www.forwardindustries.com.

Contacts

Media: comms@forwardindustries.com
Investor Relations: Elevate IR, ir@forwardindustries.com

FAQ

What acquisition proposal did Forward make to SkyAI in June 2026?

Forward states that on June 15, 2026 it submitted an all‑stock proposal to acquire SkyAI valued at $1.55 per share, which it describes as a 20% premium to SkyAI’s prior closing price of $1.29. The proposal used a stated 0.367 exchange ratio, and Forward notes that SkyAI’s board unanimously rejected this offer on July 17, 2026.

What is Forward asking SkyAI shareholders to do at the 2026 annual meeting?

Forward is asking SkyAI shareholders to:

• Submit their proxy or vote at the September 18, 2026 annual meeting,
• Vote AGAINST SkyAI’s 2026 Equity Incentive Plan, and
• Vote WITHHOLD on each of SkyAI’s five director nominees to express opposition to the current board.

How large is SkyAI’s proposed 2026 Equity Incentive Plan according to Forward?

Forward states that SkyAI’s 2026 Equity Incentive Plan would authorize 5,145,000 additional shares for equity awards, which it characterizes as representing approximately 7.2% additional dilution to SkyAI shareholders.

What voting thresholds does Forward highlight for the SkyAI equity plan and director elections?

Forward cites SkyAI’s proxy statement in saying the 2026 Equity Incentive Plan must be approved by a majority of votes cast, so it can be defeated if more votes are cast against than for it. For the director elections, Forward notes that five nominees are standing for five seats in an uncontested, plurality‑vote election, so no nominee can be defeated solely through withhold votes, but withhold votes can signal shareholder opposition.

Is Forward seeking to act as proxy for SkyAI shareholders?

No. Forward states that this communication is an exempt solicitation under Rule 14a‑2(b)(1), that it is not seeking authority to act as proxy for any SkyAI shareholder, and that it is not requesting or accepting proxy cards. It asks that shareholders do not send proxy cards to Forward because it will not vote proxies on their behalf.

What financial figures about SkyAI does Forward reference?

Forward cites SkyAI disclosures indicating a net loss of $23.3 million for the second quarter of 2026 versus net staking revenue of $2.3 million for that quarter, and total operating revenue of $204,000 for fiscal 2025. Forward also references an approximate $58 million market capitalization for SkyAI as of September 8, 2026, based on public information.

How does Forward describe its own business and strategy?

Forward describes itself as 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. It states that it launched this Solana treasury strategy in connection with a private placement in September 2025, supported by investors and partners including Galaxy Digital and Jump Crypto.