Forward Industries announced that its non-binding proposal to acquire Solana Company (HSDT) through an all-stock business combination was rejected by HSDT's Board of Directors. On June 12, HSDT voted to decline the offer without entering into further discussions, a decision Forward expressed disappointment and surprise regarding. The acquiring firm believes that opening a dialogue is in the best interest of both companies and their respective shareholders.

Proposal Details

Forward Industries had proposed an exchange ratio of 0.386 newly-issued shares of its common stock for each share of HSDT common stock. This valuation represented a premium of approximately 10% to HSDT's closing share price of $1.48 on the day immediately preceding the proposal date, equating to $1.63 per share. The offer was designed to provide HSDT stockholders with a premium to recent trading levels and continued exposure to the Solana ecosystem through Forward shares, which are scheduled to join the Russell 2000 and 3000 indices in the coming weeks.

Strategic Rationale

Forward Industries stated it was built to advance Solana and create value for shareholders by offering a differentiated public-markets vehicle for exposure to SOL and the ecosystem's growth. Since launching its treasury strategy in September 2025, the company claims to have assembled the largest Solana treasury globally. It has staked the majority of its SOL to high-performance validator infrastructure, launched fwdSOL as a liquid staking token, and deployed capital into Solana protocols as an investor and liquidity provider.

Management Commentary

"We have nothing but respect for the HSDT team and what they have built in the Solana ecosystem so far," said Ryan Navi, Chief Investment Officer of Forward Industries. He added that combining efforts would be mutually beneficial for both companies, their stockholders, and the broader Solana community. Navi emphasized that Forward approached HSDT as partners in good faith, believing the combined entity could better deliver on promises made to shareholders and the ecosystem.

Forward Industries, Inc. confirmed it submitted a non-binding proposal to the Board of Directors of SkyAI, Inc. for an all-stock business combination. The offer valued SKYA at $1.55 per share, representing a 20% premium to the closing price of $1.29 on the day preceding the proposal. Under the terms, SKYA stockholders would receive 0.367 newly-issued shares of Forward common stock for each share of SKYA common stock. SkyAI did not respond to the proposal by its expiration at the close of business on June 12, 2026.

Forward expressed disappointment and surprise at the lack of response, asserting that engaging in discussions would benefit SKYA and its shareholders. The company highlighted its position as the largest Solana treasury in the world, noting it has staked the majority of its SOL to validator infrastructure and launched fwdSOL as a liquid staking token. Forward described its strategy as becoming the Berkshire Hathaway of Solana, aiming to compound SOL per share faster than the staking rate.

The proposal cited SkyAI's recent pivot toward AI as a departure from its historical strategy, noting substantial value destruction for shareholders and a deeply discounted valuation from the market. Forward argued that a combination offers SKYA shareholders exposure to a differentiated digital asset treasury model, enhanced liquidity, and greater institutional relevance. The company emphasized its capital structure, scale, and access to capital as factors that would realize value more effectively than SkyAI could on a standalone basis.

"SKYA trades at a significant discount to the net asset value of its treasury and its recent AI pivot has only exacerbated that discount with its shares meaningfully underperforming both SOL and its treasury-company peers since their pivot," said Ryan Navi, Chief Investment Officer of Forward Industries. "In the current market environment, it can be difficult for subscale treasury companies to perform when high relative fixed operating costs cause meaningfully lower yields and negative cash flows which continue to erode shareholder value. Forward's scale, strong balance sheet, and access to capital are precisely what a company in SKYA's position needs to deliver on the vision it originally promised its shareholders."

Forward stated the combination would advance the shared mission of accelerating the growth of the Solana ecosystem and creating durable value for stockholders. The proposal was backed by support from leading operators in the digital asset industry, including Galaxy Digital and Jump Crypto. Forward remains open to future engagement, emphasizing the potential benefits of the strategic combination.