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
