Forward Inds Inc N Y SEC Filings

Forward Industries, Inc. filed a Form D reporting a Regulation D, Rule 506(c) exempt offering that raised $1,649,754,631, with the full amount marked as sold and $0 remaining to be sold. The filing identifies Cantor Fitzgerald, Galaxy Digital Partners LLC and other broker-dealers as participating in solicitation, and lists lead investor affiliations including Jump Crypto and Multicoin. The offering accepted a $48,000 minimum investment, involved 214 investors, and incurred estimated sales commissions of $61,610,000. The issuer states $0 of gross proceeds were used to pay executive officers, directors or promoters.

Galaxy Digital and affiliated entities acquired a near-10% stake in Forward Industries through a private placement and related agreements. Galaxy Digital LP purchased 8,108,109 shares at $18.50 per share in a Private Placement that closed on September 10, 2025, funded with working capital, and received additional Pre-Funded Warrants and Advisor Warrants as consideration under a Strategic Advisor Agreement. Because of a contractual beneficial ownership limitation, the Reporting Persons collectively report beneficial ownership of 8,676,432 shares, representing 9.99% of Forward Industries' outstanding common stock based on 85,067,662 shares outstanding. Registration rights were granted to enable resale of the purchased securities, subject to a Resale Registration Statement to be filed no later than October 10, 2025.

Forward Industries received a significant PIPE investment led by Multicoin. Multicoin Capital Master Fund, LP acquired 7,947,843 shares for an aggregate $114,040,000 and Pyahm Samani separately purchased 1,351,352 shares for $25,000,000, both at $18.50 per share. In addition, the lead investor received 4,458,796 pre-funded warrants exercisable into the same number of shares at $0.01 per share, equal to 5% of PIPE securities.

The warrants carry price-based vesting triggers tied to the public share price (150%/200%/250% of the $18.50 purchase price for 20 of 30 trading days after the resale registration statement is effective) and include a 9.99% ownership blocker (adjustable up to 19.99% with 61 days' notice). The filing is an amendment to add additional reporting persons and discloses board designation rights for Multicoin.

Forward Industries, Inc. (FORD) filed an S-8 to register shares for its employee benefit plans and discloses current beneficial ownership and outstanding option details. The filing shows 86,017,943 shares of common stock outstanding as of September 17, 2025 and lists named directors and officers with their beneficial holdings and options. Footnotes detail option tranches with exercise prices ranging from $3.73 to $23.90 and vesting dates including October 1, 2025, February 1, 2026, and June 1, 2026. The document also identifies incorporated reports and exhibits, including the 2021 Equity Incentive Plan (Exhibit 4.1) and related amendments.

Reporting Persons affiliated with Jump Trading Group acquired 7,947,843 shares of Forward Industries, Inc. The reporting group purchased 6,164,324 shares in a private placement at $18.50 per share and received 1,783,519 "Lead Investor Shares" as consideration, representing a total cash outlay tied to the private placement of $114,040,000 for the purchasers collectively. Based on 85,067,662 shares outstanding, the Reporting Persons may be deemed to beneficially own 9.3% of Forward Industries common stock.

The investors also received a Lead Investor Warrant to purchase up to 4,458,796 shares at $0.01 per share, subject to stock-price-based vesting conditions and a 9.99% ownership "Blocker" (adjustable up to 19.99% with notice). The investment is accompanied by customary registration rights, a lock-up for certain shares, and a board observer invitation for JD6 Cayman.

Forward Industries, Inc. (FORD) amended its initial Section 16 Form 3 to add additional reporting persons affiliated with Multicoin Capital. The filing is a joint Form 3 by Multicoin Capital Management, LLC (the adviser), Multicoin Capital Master Fund, LP (the fund), and two individuals, Pyahm Samani and Tushar Jain. The amendment states that Mr. Samani was appointed to the issuer's board following a Securities Purchase Agreement entered into on September 6, 2025, and that the other reporting persons may be deemed directors by deputization as a result.

The amendment clarifies that no securities are beneficially owned by any of the reporting persons and that the only change from the original Form 3 is the inclusion of the additional reporting persons (they had been disclosed previously but could not be listed initially due to EDGAR code issues). The filing is procedural and provides disclosure of board affiliation and reporting responsibility without any ownership of issuer securities.

Multicoin Capital and related persons acquired a significant stake in Forward Industries, Inc. Through a PIPE closed September 11, 2025, Multicoin Capital Master Fund, LP acquired 7,947,843 shares and Lead Investor Warrants to purchase 4,458,796 shares, and Pyahm Samani purchased 1,351,352 shares for $25,000,000. Including exercisable warrants, Reporting Persons beneficially own up to 12,406,639 shares (approx. 14.1%) for MCM entities and 13,757,991 shares (15.7%) for Mr. Samani, based on 83,233,878 shares outstanding. The Private Placement price was $18.50 per share. Lead Investor Warrants have a $0.01 exercise price but include a 9.99% ownership blocker limiting exercises; the blocker can be adjusted up to 19.99% with notice. MCMF LP gained the right to nominate an Investor Designee as chair of the Board while it beneficially owns at least 5% and promptly caused Mr. Samani to be appointed Chairman of the Board. Resale registration rights and lock-up arrangements govern resale timing and release tranches.

Forward Industries, Inc. (FORD) filed an S-3ASR registering multiple securities and describing recent transactions and its new digital-asset treasury strategy. The company completed a private placement that closed on September 10, 2025, issuing 77,144,562 shares at $18.50 and pre-funded warrants to purchase 12,031,364 shares, generating approximately $1.65 billion of gross proceeds. Forward also entered a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald to sell up to $4 billion of common stock from time to time.

The filing outlines a treasury policy to allocate principal holdings to SOL (Solana), including staking, use of liquid staking tokens, DeFi participation, and strategic purchases or sales. It records strategic agreements with Galaxy and others for advisory, asset management and services, registration rights for resale with a filing deadline of October 10, 2025, and conversions that eliminated outstanding Series A-1 and Series B preferred shares.