SkyAI, Inc. has a problem that reads like a corporate governance textbook case study. Its Solana treasury is worth roughly $207 million. Its market cap sits at about $59 million. And a growing coalition of shareholders is showing up to its September 18 annual meeting with votes prepared to reject management’s agenda entirely.
The immediate flashpoint is SkyAI’s proposed 2026 Equity Incentive Plan, which would authorize 5,145,000 new shares for stock-based compensation. That represents approximately 7.2% dilution to the existing share base, a number that Forward Industries, one of the company’s vocal critics, has decided is a step too far.
How we got here
SkyAI’s current situation is the product of an aggressive strategic pivot. The company, which trades on the Nasdaq under the ticker SKYA, shifted away from its medical devices business and repositioned itself as a digital asset treasury company centered on Solana holdings.
To fund that strategy, SkyAI raised over $400 million through a private investment in public equity, known as a PIPE, in August 2025. The proceeds went toward accumulating SOL, and the company now holds approximately 2.08 million tokens. At recent prices, that stash is valued around $207 million.
SKYA shares have fallen roughly 86% over the past year, leaving a market cap of about $59 million against a treasury worth more than three times that figure.
Forward Industries, a Nasdaq-listed company under the ticker FWDI, tried to resolve the situation in June 2026 with an all-stock acquisition proposal. The offer carried a 20% premium to SkyAI’s stock price at the time. SkyAI’s board rejected it unanimously and without much public explanation.
Forward responded on September 9 with an open letter calling on shareholders to vote against the equity incentive plan and to withhold votes from all five incumbent director nominees at the upcoming annual meeting.
The governance case against management
Forward is not the only voice pushing back. Bastion Trading, which holds approximately 9.99% of SkyAI’s shares, has also signaled its intent to withhold votes from all incumbent directors.
The objections go beyond the equity plan itself. Bastion and other dissenters have pointed to the board’s adoption of a poison pill defense mechanism without putting it to a shareholder vote.
The 7.2% dilution figure is meaningful. In absolute terms, 5.145 million shares is not enormous, but relative to a company with a $59 million market cap, it represents a significant transfer of potential upside from existing shareholders to executives and employees whose compensation packages are already a point of contention.
What the Solana math means for shareholders
The most unusual feature of the SkyAI situation is the disconnect between its treasury and its market cap. A company holding $207 million in SOL that trades at $59 million is, in theory, available at a steep discount to its net asset value.
Forward’s acquisition proposal was an attempt to capture that spread. SkyAI’s board blocked it. The poison pill makes it harder for outside actors to force a resolution, leaving shareholders watching for management to sell the treasury and return capital, with limited tools to accelerate it.
The September 18 annual meeting will serve as a test of how much leverage activist shareholders can actually exercise when a board is committed to its current path. A successful vote against the equity plan would be a symbolic win for Forward and Bastion, but without board seats, translating that signal into operational change is a different challenge entirely.