Forward Industries Reports Material Agreements, Equity Sales, and Officer Changes

TL;DR

Forward Industries filed an 8-K detailing new deals, broken deals, stock sales, and exec changes on Sept 8th.

AI Summary

Forward Industries, Inc. filed an 8-K on September 11, 2025, reporting on several key events that occurred on September 8, 2025. These include entering into and terminating material definitive agreements, unregistered sales of equity securities, changes in directors and officers, and compensatory arrangements. The filing also contains Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing signals significant corporate actions, including potential shifts in business relationships and executive leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing indicates both the entry into and termination of material agreements, alongside unregistered equity sales, suggesting potential volatility and uncertainty in the company's business operations and financial structure.

Key Numbers

• 0001683168-25-006838 — Accession Number (Unique identifier for this SEC filing)
• 15 — Public Document Count (Number of documents included in the filing)

Key Players & Entities

• Forward Industries, Inc. (company) — Filer of the 8-K report
• 0000038264 (company) — Central Index Key for Forward Industries, Inc.
• NY (location) — State of incorporation and business address
• HAUPPAUGE (location) — City of business address
• 0930 (date) — Fiscal year end
• 20250908 (date) — Date of earliest event reported
• 20250911 (date) — Filing date and date as of change

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share FORD The NASDAQ Capital M
• $35 million — d C/M Capital agreed to purchase, up to $35 million of the Company's common stock, par valu
• $4,315,000 — Stock (" Series A-1 ") (Stated Value of $4,315,000) in accordance with the terms of the Se
• $7.50 — n Stock (based on a conversion price of $7.50 per share) of the Company. Following FC
• $400,000 — r value (" Series B ") (Stated Value of $400,000) in accordance with the terms of the Se
• $4.50 — n Stock (based on a conversion price of $4.50 per share) of the Company. On September
• $600,000 — 000 shares of Series B (Stated Value of $600,000) in accordance with the terms of the Se
• $18.50 — f Common Stock, at an offering price of $18.50 and (ii) pre-funded warrants (the " Pre
• $1.65 b — gregate gross proceeds of approximately $1.65 billion, before deducting placement agent

Filing Documents

• forward_8k.htm (8-K) — 49KB
• forward_ex1001.htm (EX-10.1) — 153KB
• forward_ex1002.htm (EX-10.2) — 112KB
• forward_ex9901.htm (EX-99.1) — 21KB
• 0001683168-25-006838.txt ( ) — 566KB
• ford-20250908.xsd (EX-101.SCH) — 3KB
• ford-20250908_lab.xml (EX-101.LAB) — 33KB
• ford-20250908_pre.xml (EX-101.PRE) — 22KB
• forward_8k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive

Item 1.01 Entry Into a Material Definitive Agreement. Asset Management Agreement On September 10, 2025, Forward Industries, Inc., a New York corporation (the " Company ") entered into that certain asset management agreement with Galaxy Digital Capital Management LP, an SEC-registered investment adviser (the " Asset Manager "), pursuant to which the Company appointed the Asset Manager to provide discretionary investment management services with respect to all of the cash, cash equivalents, stablecoins, cryptocurrency and other investible assets (excluding (i) publicly-traded equities acquired pursuant to mergers, acquisitions, combinations or other similar transactions pursuant to which the Company acquires or otherwise combines or merges with another publicly-traded digital asset treasury company, (ii) privately offered equity securities and (iii) non-publicly traded convertible debt instruments) of the Company (whether held by the Company directly or indirectly by a subsidiary or affiliate of the Company) (the " Asset Management Agreement "). Title to the account and all account assets will be held in the Company's name. The Asset Manager is not authorized to act as custodian of the Company's assets, nor to take possession or title to any assets. As compensation for the Asset Manager's services, the Company shall pay management fees according to a fee schedule set forth in the Asset Management Agreement. In addition, the Asset Manager is authorized to appoint an affiliate to stake some or all of the Solana tokens (" SOL ") purchased for, maintained in the account, or otherwise owned or controlled by the Company. Such Asset Manager affiliate shall be entitled to mutually agreed upon staking-based fees, subject to certain parameters according to a schedule set forth in the Asset Management Agreement. The Asset Manager is otherwise responsible for all of its overhead costs and the custody fees of any custodian selected by the Asset Manager, and the Company shall

02 Termination of a Material Definitive

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on May 16, 2025, the Company entered into a Securities Purchase Agreement (the " ELOC Agreement ") with C/M Capital Master Fund, LP (" C/M Capital "). Pursuant to the ELOC Agreement, the Company agreed to sell, and C/M Capital agreed to purchase, up to $35 million of the Company's common stock, par value $0.01 per share (" Common Stock "). On September 8, 2025, the Company and C/M Capital mutually agreed to terminate the ELOC Agreement, effective as of September 9, 2025.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On September 10, 2025, Forward Industries (Asia-Pacific) Corporation (" FC ") converted 4,315 shares of Series A-1 Preferred Stock (" Series A-1 ") (Stated Value of $4,315,000) in accordance with the terms of the Series A-1 and was issued 575,333 shares of Common Stock (based on a conversion price of $7.50 per share) of the Company. Following FC's conversion, no Series A-1 remain outstanding. On September 10, 2025, WVP Emerging Manager Onshore Fund, LLC — Structured Small Cap Lending Series (" WVP ") converted 400,000 shares of Series B Convertible Preferred Stock, $0.01 par value (" Series B ") (Stated Value of $400,000) in accordance with the terms of the Series B and was issued 91,506 shares of Common Stock (based on a conversion price of $4.50 per share) of the Company. On September 10, 2025, C/M Capital converted 600,000 shares of Series B (Stated Value of $600,000) in accordance with the terms of the Series B and was issued 137,259 shares of Common Stock (based on a conversion price of $4.50 per share) of the Company. Following WVP's and C/M Capital's conversion of their Series B, no Series B remain outstanding. The shares of Common Stock issued upon conversion of the Series A-1 and Series B were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the " Securities Act ") as the transaction constituted an exchange of securities by the Company with an existing security holder and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. 2

02 Departure of Directors or Principal

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Board of Directors Appointment In connection with the Private Placement (as defined below), on September 10, 2025, the board of directors of the Company (the " Board ") appointed Michael Pruitt, 65, to serve on the Board, effective immediately, until elections are held at the Company's next shareholder meeting. Mr. Pruitt has been the Interim Chief Executive Officer of the Company since May 16, 2025. Mr. Pruitt's biography and other related information is as set forth in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 20, 2025, and is incorporated by reference herein. Mr. Pruitt's appointment to the Board was contemplated pursuant to the Lead Investor Agreement among the Company, J Digital 6 Cayman Ltd. and Multicoin Capital Master Fund, LP (" Multicoin Capital "), dated September 6, 2025 (the " Lead Investor Agreement "). There are no family relationships among any of the Company's directors or executive officers and Mr. Pruitt, and there are no related party transactions involving Mr. Pruitt that would require disclosure under Item 404(a) of Regulation S-K. Chairman Appointment In connection with the Private Placement, on September 10, 2025, the Board also appointed Pyahm (Kyle) Samani, 35, to serve on the Board, effective immediately, until elections are held at the Company's next shareholder meeting. Mr. Samani will also serve as Chairman of the Board, effective upon appointment. Mr. Samani founded Multicoin Capital, one of the three lead investors in the Private Placement, in May 2017 and has served as one of the firm's Managing Partners since its founding. As Managing Partner, he leads the investment team, sources investments, negotiates transactions, and collaborates with portfolio founders. Since 2022 he has worked directly with members of Congress and the administration

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Closing of the Private Placement On September 11, 2025, the Company issued a press release announcing the closing of the previously announced private placement (the " Private Placement ") with certain accredited and institutional investors (the " Purchasers "), pursuant to which the Company issued an aggregate of (i) 77,144,562 shares (the " Shares ") of Common Stock, at an offering price of $18.50 and (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to an aggregate of 12,031,364 shares of Common Stock. In the Private Placement, the Purchasers tendered U.S. dollars, USD Coin (USDC) or Tether (USDT) to the Company as consideration for the Shares and Pre-Funded Warrants. The Company received aggregate gross proceeds of approximately $1.65 billion, before deducting placement agent fees and other transaction expenses. In connection with the Private Placement, inclusive of the conversion of the Series A-1 and Series B, the Company will have 83,233,878 shares of Common Stock issued and outstanding. Forward Website The Company also maintains a section on its website (sol.forwardindustries.com) as a disclosure channel for providing broad, non-exclusionary distribution of information regarding the Company to the public, including information regarding market prices of its outstanding securities, SOL purchases and holdings, certain KPI metrics and other supplemental information, and as one means of disclosing non-public information in compliance with its disclosure obligations under Regulation FD. Investors and others are encouraged to regularly review the information that the Company makes public via that section of its website. Furnished Information The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORWARD INDUSTRIES, INC. Date: September 11, 2025 /s/ Kathleen Weisberg Kathleen Weisberg Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR