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.

Forward Industries, Inc. has proposed acquiring Brera Holdings PLC in an all-stock transaction, offering a 30.7% premium to Brera's recent share price. The proposal, submitted on June 1, 2026, would exchange 1.54 newly-issued shares of Forward common stock for each share of Brera Holdings. This values Brera at $7.19 per share based on the volume-weighted average closing price over the ten trading days ended June 1, 2026.

Brera Holdings' board of directors rejected the proposal on June 6, 2026, stating it did not consider the offer to be in the best interest of the company. Forward Industries disagrees with this assessment and believes the transaction would create value for Brera shareholders. Forward cited its capital structure, scale as the largest Solana treasury, and access to capital as key advantages that would help realize value more effectively than Brera could on a standalone basis.

Regulatory Deadlines and Terms

Under Rule 2.6 of the Irish Takeover Rules, Forward must announce by 5:00pm (New York Time) on July 21, 2026, whether it intends to make a firm offer. The deadline can only be extended with the consent of the Irish Takeover Panel. Forward reserves the right to vary the form or mix of the offer consideration and amend the terms, including making a less favourable offer, under specific conditions such as a change in dividend policy or a competing third-party offer.

Financial Metrics

Share Capital Details

As of June 1, 2026, Forward Industries had 73,753,241 shares of common stock outstanding, comprising 87,069,465 shares issued less 13,316,224 shares held in treasury. The company also had outstanding options to purchase 1,811,666 shares, restricted stock units and performance stock units for 2,107,732 shares, and warrants for 25,759,600 shares. The common shares are traded on NASDAQ under the symbol FWDI.