Forward Industries proposes 50% premium SkyAI bid
Forward Industries has made a non-binding cash-and-stock proposal to acquire SkyAI at a 50% premium, using a fixed 0.306 FWDI-share exchange ratio per SkyAI share.
Rhea-AI Filing Summary
Forward Industries, Inc. (FWDI) announced that it has sent a non-binding proposal to the Board of Directors of SkyAI, Inc. to acquire all of SkyAI’s outstanding common stock in a merger or other tax-efficient combination. SkyAI stockholders could elect to receive cash, Forward common stock, or a mix of both.
Each SkyAI share would be converted into the value of 0.306 Forward shares, a fixed exchange ratio that would not change with either company’s share price. Using Forward’s September 14, 2026 closing price of $6.95, the proposal implies $2.13 per SkyAI share, a 50% premium to SkyAI’s $1.42 closing price that day. Forward requested a response from SkyAI’s board by September 25, 2026.
The proposal remains non-binding and is subject to due diligence, negotiation and execution of a definitive agreement, required regulatory approvals, and approval by SkyAI’s stockholders, and there is no assurance any transaction will be agreed or completed.
Positive
- None.
Negative
- None.
Filing Explained
The 8-K furnishes the proposal as Regulation FD disclosure; its exhibit states that the announcement is not itself an offer or solicitation of securities, and any securities that may be issued in a transaction would require a prospectus or applicable exemption.
8-K Event Classification
Key Figures
Key Terms
fixed exchange ratio financial
non-binding regulatory
tax-efficient combination financial
digital asset treasury financial
forward-looking statements regulatory
FAQ
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What transaction did FWDI propose with SkyAI, Inc.?
Is FWDI’s proposed exchange ratio subject to future price changes?
What is the timeline for SkyAI’s response to FWDI’s proposal?
Is FWDI’s proposal to acquire SkyAI binding or guaranteed to close?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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Item 7.01. Regulation FD Disclosure.
On September 15, 2026, Forward Industries, Inc. (the “Company”) issued a press release announcing its updated proposal to acquire SkyAI, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release, dated September 15, 2026 (furnished herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORWARD INDUSTRIES, INC. | |||
| Date: September 15, 2026 | By: | /s/ Michael Pruitt | |
| Name: Michael Pruitt | |||
| Title: Interim Chief Executive Officer | |||
| 3 |
Exhibit 99.1
Forward Industries Announces Updated Proposal to Acquire SkyAI, Inc.
Proposal reflects a 50% premium to SkyAI’s closing price on September 14, 2026. SkyAI stockholders may elect cash or Forward common stock, or any combination of the two.
AUSTIN, Texas, Sep 15, 2026 (Globe Newswire) -- Forward Industries, Inc. (NASDAQ: FWDI) (the “Company” or “Forward”), the leading Solana treasury company, today announced that it has delivered a letter to the Board of Directors of SkyAI, Inc. proposing to acquire all of SkyAI’s issued and outstanding common stock.
Under the proposal, SkyAI stockholders would receive cash and/or shares of Forward common stock, at each holder’s election. Each SkyAI share would be converted into the value of 0.306 Forward shares, a fixed exchange ratio that would not adjust for changes in the trading price of either company’s common stock. Based on the closing price of $6.95 per Forward share on September 14, 2026, the ratio implies consideration of $2.13 per SkyAI share, a 50% premium to SkyAI’s closing price of $1.42 on the same date. Forward has proposed to effect the transaction as a merger or other tax-efficient combination as the parties may mutually agree.
“Our updated offer reflects our conviction in the value this combination can create,” said Ryan Navi, CIO of Forward Industries. “Forward has a proven playbook and a track record of execution that delivers value. SkyAI’s stockholders have waited long enough. We’re ready to move quickly - the next step is for the Board to engage.”
Forward has requested a response from the SkyAI Board by 5:00 p.m. Eastern time on September 25, 2026.
The proposal is non-binding and remains subject to customary conditions, including completion of due diligence, the negotiation and execution of a definitive agreement, receipt of required regulatory approvals, and approval by SkyAI’s stockholders. There can be no assurance that any transaction will be agreed or completed, or that any definitive agreement will be entered into.
No Offer or Solicitation
This press release is for informational purposes only. It does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor is it a solicitation of any vote or approval, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any securities that may be issued in connection with a transaction would be offered only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an applicable exemption therefrom.
About Forward Industries, Inc.
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.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to the proposed transaction with SkyAI, Inc., the Company’s plan for value creation and strategic advantages, market size and growth opportunities. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk that the proposed transaction is not agreed, is delayed, or is not completed on the terms described or at all; the risk that the SkyAI Board does not engage with the Company; failure to realize the anticipated benefits of the proposed transaction or of the Company’s digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; as well as those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.
Contacts
Media Contact comms@forwardindustries.com
Investor Relations Contact ir@forwardindustries.com