SkyAI faces a full-board revolt ahead of its Sept. 18 annual meeting, with bidder Forward Industries and Bastion Trading, a shareholder group reporting a 9.99% stake, both calling on shareholders to withhold votes from every one of the company’s five director nominees. The campaign also seeks to defeat a proposed equity compensation plan that would reserve 5.145 million shares for future stock awards, a level SkyAI estimates would dilute existing holders by about 7.2%.
The dispute has moved beyond a routine proxy contest. Forward has already made an all-stock offer for SkyAI, while both critics are challenging governance decisions made during the company’s transformation from medical-device company Sharps Technology into a Solana treasury and “Agentic Finance” business. The annual meeting will test whether SkyAI shareholders support the existing board’s strategy or want directors to reconsider a transaction with Forward.
bastion cites shareholder-rights concerns
Bastion Trading and affiliated entities said in a Sept. 3 filing with the US Securities and Exchange Commission that they intend to vote “WITHHOLD ALL” on the five director nominees. The group said it was concerned by recent bylaw amendments, a shareholder-rights plan commonly known as a poison pill, and related-party dealings.
Poison pills are defensive measures designed to make an unsolicited acquisition more difficult or costly by potentially diluting a bidder that crosses a specified ownership threshold. Companies often argue that such plans give boards time to assess offers and negotiate better terms. Critics frequently view them as tools that can entrench incumbent directors, particularly when adopted without a shareholder vote.
Bastion’s filing gives the opposition campaign a meaningful ownership base, though a 9.99% stake alone does not determine the outcome. The group’s decision to oppose all nominees rather than target individual directors signals that its criticism is directed at the board’s collective handling of governance and strategic issues.
forward renews pressure after rejected offer
Forward Industries added to the challenge in a letter published Wednesday, urging SkyAI shareholders to withhold votes from the entire board and reject the 2026 equity incentive plan. Forward said SkyAI’s board unanimously rejected its acquisition proposal in July.
Forward had proposed in June to acquire SkyAI through an exchange of 0.367 Forward shares for each SkyAI share. The company said the offer was valued at $1.55 per SkyAI share when made, representing a 20% premium at the time.
The bidder now argues that the fixed exchange ratio implies a higher premium because Forward shares have risen more than 50% since SkyAI rejected the proposal, while SkyAI shares have remained near $1.35. That argument puts the board in a difficult position: a deal structured in Forward stock changes in value with Forward’s market price, meaning the economic case can strengthen or weaken before any formal agreement is signed.
Forward said it remains open to pursuing a “strategic transaction” with SkyAI. Its letter did not establish that a merger would follow an unfavorable vote for SkyAI’s directors. A withhold campaign can pressure a board and shape future negotiations, but the precise consequences depend on SkyAI’s voting rules, director-election standards and the eventual vote count.
solana holdings sit at the center of the fight
The companies’ large Solana reserves have made the contest more than a conventional small-cap governance dispute. SkyAI says it holds 2,009,494 SOL, valued by the company at roughly $207 million, and describes itself as the fifth-largest publicly traded Solana treasury.
Forward reported holdings of 7,013,536 SOL valued at more than $722 million. Combining those reported positions would create a company holding approximately 9 million SOL, although the dollar value of that reserve would fluctuate with Solana’s market price and with any changes either company makes to its balance sheet.
SkyAI’s pivot has positioned the company around stablecoin infrastructure and artificial intelligence services aimed at emerging markets, under the description “Agentic Finance for the Global South.” Yet the size of its SOL treasury means that shareholders evaluating the company’s strategy are also weighing how much value they assign to its operating plans versus its token holdings.
Forward’s proposal effectively offers SkyAI shareholders exposure to a substantially larger Solana reserve through Forward equity. SkyAI’s board, by rejecting the bid, has indicated that it sees a stronger case for maintaining the company’s standalone strategy or believes the proposal did not adequately reflect that strategy’s value.
related-party arrangements draw added scrutiny
Forward also raised concerns about arrangements involving companies controlled by the brother of Alice Zhang, SkyAI’s chief investment officer and a director. According to Forward’s letter, those arrangements included warrants that SkyAI valued at more than $100 million.
Related-party transactions are not automatically improper, but they typically receive close attention because personal or family links can create conflicts between corporate decision-makers and outside shareholders. The issue can become particularly sensitive during a takeover dispute, when critics may argue that a board’s independence and incentive structure should be examined alongside its judgment on a proposed sale.
SkyAI’s equity plan has become another flashpoint. The authorization of 5.145 million shares would provide a pool for employee and executive stock awards, potentially helping the company recruit and retain staff for its new operating strategy. Existing shareholders would bear the cost through dilution if those awards are issued. Forward and Bastion have framed the plan as inappropriate while the company’s board and strategic direction are under challenge.
The Sept. 18 vote will therefore address several connected questions: whether shareholders retain confidence in SkyAI’s directors, whether they accept additional share issuance for compensation, and whether the board should face greater pressure to engage with Forward’s acquisition approach. With both companies’ valuations closely tied to large SOL positions, the contest also places treasury management, corporate governance and merger economics in the same shareholder decision.
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