SkyAI Faces Board Revolt Ahead of Annual Meeting as Forward Industries and Bastion Trading Target Its $207M Solana Treasury
Two outside shareholders are pushing to block SkyAI's director slate and kill a stock compensation plan nine days before the company's annual meeting.
Bastion Trading filed a 13D with the SEC on September 3, and Forward Industries (NASDAQ: FWDI) followed today with an open letter to shareholders, both urging SkyAI, Inc. (NASDAQ: SKYA) investors to vote against the company's entire board and reject a proposed equity plan at the September 18 annual meeting. The pressure campaign follows SkyAI's board unanimously rejecting a takeover bid from Forward in June, and it raises pointed questions about governance practices at a company sitting on approximately 2.01 million SOL, worth around $207 million at current prices.
The Numbers Behind the Fight
SkyAI holds one of the largest publicly traded Solana treasuries in the world, according to CoinGecko data. Forward Industries holds the largest, at roughly 7.8 million SOL valued at over $700 million. Forward made an all-stock offer for SkyAI in June at $1.55 per share, a 20 percent premium over the then-prevailing price of $1.29. SkyAI's board rejected it without offering a public explanation.
The governance conflict has since widened. Bastion Trading, whose 13D was filed by Wei Zhu, disclosed a 9.99 percent stake in SkyAI on September 3, stating it intends to withhold votes from all five director nominees. On September 9, Forward Industries sent an open letter to SkyAI shareholders calling for a vote against the company's 2026 Equity Incentive Plan, which would authorize 5,145,000 new shares for stock-based compensation, representing roughly 7.2 percent dilution to existing shareholders. At Forward's own offer price of $1.55 per share, those shares carry a face value of approximately $7.97 million.
Governance Concerns Piling Up
Both Bastion and Forward have flagged three specific governance problems. First, SkyAI's board adopted a poison pill (a shareholder rights plan designed to make hostile takeovers costly) without putting it to a shareholder vote, and ratification of that plan is not on the agenda for the September 18 meeting. Second, the board amended company bylaws to eliminate shareholders' ability to act by written consent and narrowed the window for nominating directors, reducing outside leverage. Third, both challengers have pointed to related-party transactions involving Sol Edge Limited and Sol Markets, two entities controlled by James Zhang, the brother of SkyAI Chief Investment Officer and director Yuwen (Alice) Zhang.
According to Forward's shareholder letter, a document that Forward filed in its capacity as a competing bidder with a direct financial interest in the outcome, Sol Edge received $3.3 million in consulting fees during fiscal year 2025 and has $6.7 million in prepaid expenses on SkyAI's balance sheet. Sol Markets received warrants from SkyAI valued at $101.3 million. Forward noted that figure is nearly double SkyAI's entire market capitalization of approximately $58 million as of September 8. These transaction figures are disclosed in SkyAI's public proxy filing (SEC DEF 14A).
Forward's open letter urged shareholders to "vote against the 2026 Equity Incentive Plan and withhold votes from all five director nominees." Bastion's SEC filing stated a similar position, citing the unilateral poison pill, the bylaw amendments, and the related-party transactions as its reasons.
SkyAI's Mission and Its Financial Reality
SkyAI was a medical device company called Sharps Technology as recently as 2025. It pivoted into digital assets after raising more than $400 million through a private investment in public equity offering in August of that year, then formally rebranded to SkyAI on May 27, 2026. The company opened an operational headquarters in Hong Kong and announced a strategy it calls "Agentic Finance for the Global South," targeting stablecoin infrastructure and AI-driven financial tools for underbanked populations across Asia, Latin America, and Africa.
Executive Chairman Paul Danner described Solana as "the fastest and lowest-cost blockchain in the world, which is exactly why it is such a powerful treasury asset for us." Alice Zhang, who serves as CIO, has called the company's Solana treasury position "among the highest-conviction opportunities we have ever pursued." Zhang also co-founded Jambo Technology, a Web3 mobile infrastructure firm operating in more than 100 countries, most of them in the developing world. That dual role, as both SkyAI's CIO and a co-founder of a platform operating across the same target markets, warrants scrutiny in the context of the related-party transaction concerns already surrounding her brother James Zhang's firms.
The financial results so far do not reflect those ambitions. SkyAI posted $204,000 in operating revenue for all of fiscal year 2025. Its Q2 2026 net loss was $23.3 million, against staking revenue of $2.3 million. The company's stock is down approximately 86 percent over the past year and trades at the lowest modified NAV among Solana treasury peers, meaning its market capitalization of roughly $58 million implies investors are heavily discounting the $207 million in SOL it holds.
According to figures cited in SkyAI's own rebranding announcement, on-chain activity in its target markets has shown substantial growth: Sub-Saharan Africa posted 52 percent year-over-year growth in on-chain value received, Asia-Pacific 69 percent, and Latin America 63 percent. Yet no publicly disclosed product data shows SkyAI has achieved meaningful traction in any of those regions, a gap underscored by the company's $204,000 in fiscal 2025 revenue.
What Comes Next
The September 18 annual meeting is the immediate deadline. If shareholders side with Forward and Bastion, the board could face replacement or pressure to re-open acquisition talks. Critics of the deal argue that a Forward-controlled or Forward-acquired SkyAI would shift toward the same pure treasury accumulation model Forward runs elsewhere, shelving the Global South strategy entirely.
If the current board survives, it will need to address the governance criticisms publicly to restore credibility with minority shareholders.
Forward Industries, for its part, has now struck out on all three public Solana acquisition attempts (SkyAI, Solana Company, and Brera Holdings), which means its shareholder advocacy at SkyAI serves its own consolidation interests as much as those of independent investors.
Verse Press will report on the vote outcome following the September 18 annual meeting.