Forward Industries (NASDAQ: FORD) buys back 6.2M shares with Galaxy loan
Rhea-AI Filing Summary
Forward Industries, Inc. entered a Securities Repurchase Agreement to buy back 6,164,324 common shares for approximately
To fund the repurchase, the company executed a Master Digital Currency Loan Agreement with Galaxy Digital LLC, borrowing
Forward reports SOL holdings rising to 7,013,536 and fully diluted shares declining to 105,894,207, increasing SOL-per-share from 0.0624 to 0.0662. The company also launched a cost reduction plan, forecasting SG&A (excluding stock-based compensation and design segment SG&A) to fall about
Positive
- Debt-funded share repurchase: Company is buying back 6,164,324 shares for approximately
$27.4 million , reducing common shares outstanding from 83,142,133 to 76,977,809 and increasing reported SOL-per-share from 0.0624 to 0.0662. - Low-cost credit facility: New Master Digital Currency Loan Agreement with Galaxy Digital LLC provides
$40,000,000 of financing at about 3.4% weighted average annual interest with a short weighted average maturity of 4.9 months, while allowing continued SOL staking rewards. - Planned SG&A reduction: Management forecasts SG&A expenses (excluding stock-based compensation and design segment SG&A) declining roughly
45% from$6.5 million in fiscal Q1 to about$3.6 million by fiscal Q3 through broad cost optimization initiatives.
Negative
- Leverage and collateral risk: The
$40,000,000 loan from Galaxy is secured by fwdSOL with 211% initial collateral and strict margin call levels (174% and 136%), giving Galaxy rights to liquidate collateral or accelerate obligations if thresholds or other default conditions are breached. - Execution risk on cost cuts: The projected ~
45% SG&A reduction from$6.5 million to an expected$3.6 million by fiscal Q3 relies on successful implementation of fee reductions and operational efficiencies described in the cost reduction plan.
Insights
Large debt-funded buyback boosts SOL-per-share but adds leverage and margin risk.
Forward Industries is repurchasing 6,164,324 shares for about
This is financed via a
Management pairs this capital return with a cost reduction plan targeting about
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On March 18, 2026, Forward Industries, Inc. (the “Company”) entered into a Securities Repurchase Agreement (the “Repurchase Agreement”) with an institutional investor (the “Seller”), pursuant to which the Company repurchased 6,164,324 shares of its common stock (the “Shares”). The Shares were originally purchased by Seller in the Company’s private placement that closed in September 2025. The aggregate purchase price for the Shares was approximately $27.4 million.
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information set forth under Item 2.03 below is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Effective March 16, 2026, the Company entered into a Master Digital Currency Loan Agreement (the “Loan Agreement”) with Galaxy Digital LLC (“Galaxy”). The following is a summary of the material terms of the Loan Agreement.
| · | Loan Facility: The Company may request loans of Digital Currency or U.S. Dollars from Galaxy, subject to Galaxy’s approval in its sole discretion. Galaxy has no obligation or commitment to fund any loan request. | |
| · | Collateral: Each loan must be secured by Digital Currency or U.S. Dollars. The Company grants Galaxy a first priority security interest in all collateral, which Galaxy may rehypothecate, with the Company’s consent. | |
| · | Fees: The Company will pay an annualized borrow fee calculated daily. A 5% per annum late fee applies to amounts not returned when due. | |
| · | Margin Calls: If collateral value falls below specified thresholds, the Company must post additional collateral within one business day (or six hours for urgent calls). Failure to do so permits Galaxy to liquidate collateral or declare a default. | |
| · | Default and Termination: Events of Default include failure to return borrowed assets, failure to satisfy margin calls, material breach, and insolvency. Termination Events include loss of material licenses, failure to timely file required SEC reports, significant equity declines and departure of key management. Upon default or termination, Galaxy may accelerate all amounts due and liquidate collateral. | |
| · | Term: One-year initial term with automatic annual renewals; terminable upon prior written notice. |
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
The Company entered into multiple term sheets on March 13, 2026, which became effective March 16, 2026 pursuant to the Loan Agreement setting forth the terms of the individual loans for a total of $40,000,000 which have a weighted average maturity of 4.9 months and a weighted average interest rate of 3.4%.
Under each term sheet, the Company may borrow U.S. dollars, collateralized by the Company’s fwdSOL digital currency holdings. The material terms common to all Term Sheets include an initial collateral level of 211% (meaning the Company must post collateral worth 211% of the loan value), a margin call spot rate of 174% (triggering a requirement to post additional collateral within one business day), an urgent margin call rate of 136% (triggering a requirement to post additional collateral within six hours), and a margin refund spot rate of 221% (at which the Company may request return of excess collateral). In the event the value of the pledged collateral falls below the applicable margin call threshold, the Company is required to contribute additional collateral sufficient to restore the initial collateral level.
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Item 7.01. Regulation FD Disclosure.
On March 19, 2026, the Company issued a press release announcing that its management team has implemented a cost reduction plan (the “Plan”) designed to reduce operating expenses and improve the Company’s overall cost structure. The Plan includes a reduction in fees under the Services Agreement with Galaxy Digital L.P., a reduction in outside legal fees, a reduction in marketing fees, a reduction in fees paid to other third-party vendors and other operational efficiencies. The Company does not expect to incur material charges in connection with the Plan that would require disclosure under Item 2.05 of Form 8-K. The Company will continue to evaluate its cost structure and may implement additional measures in the future.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Exhibit | |
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10.1 |
Securities Repurchase Agreement, dated March 18, 2026 | |
| 10.2 | Master Digital Currency Loan Agreement | |
| 99.1 | Press Release dated March 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 19, 2026 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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Exhibit 99.1
Forward Industries Announces Strategic Share Repurchase
Transaction Expected to Increase SOL-per-Share and Return Over 6 Million Shares of Common Stock
to its Treasury Using Low-Cost Financing from Galaxy Digital LLC
Cost Optimization Initiatives Expected to Enhance Operating Leverage
AUSTIN, TX — March 19, 2026 -- Forward Industries, Inc. (NASDAQ: FWDI) (the “Company” or “Forward”), the leading Solana treasury company, today announced that it has entered into an agreement to repurchase 6,164,324 shares of its common stock from an institutional investor in a privately negotiated transaction. The total purchase cost is approximately $27.4 million.
The transaction will reduce Forward’s common shares outstanding from 83,142,133 to 76,977,809. As of December 31st, 2025, Forward held 6,962,501 SOL and had 111,591,332 fully diluted shares outstanding resulting in a SOL-per-share of approximately 0.0624. As of March 17th, 2026 and following this transaction, Forward holds 7,013,536 SOL and has 105,894,207 fully diluted shares outstanding, resulting in a SOL-per-share of 0.0662 and an annualized increase of approximately 29%, as depicted in the attached capitalization table.
To finance the transaction, Forward has entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC. (“Galaxy”), under which the Company has borrowed $40 million at a weighted average annual interest rate of approximately 3.4% APR with an average weighted maturity of approximately 4.9 months. The facility is secured by fwdSOL held in the Company’s treasury. Importantly, Forward will continue to earn staking rewards on the underlying SOL, enabling the Company to maintain yield generation while accessing low-cost capital. Forward expects to use the proceeds to finance the share repurchase and support the Company’s digital asset treasury strategy.
“This transaction represents a highly efficient use of capital that immediately increases SOL-per-share by reducing Forward’s share count,” said Ryan Navi, Chief Investment Officer of Forward Industries. “By repurchasing shares at a discount to both our net asset value and current market price, and by securing attractively priced financing that allows us to maintain staking rewards on our collateral, we are able to return a meaningful block of shares to our treasury while continuing to compound our digital asset holdings. We believe this structure reinforces our disciplined approach to capital allocation and our commitment to maximizing long-term value for Forward shareholders.”
Forward also announced that it expects certain operating expenses to decline significantly over the coming quarters, as depicted in the table below. The Company currently forecasts that SG&A expenses (excluding stock-based compensation and design segment SG&A) will decrease by approximately 45% from $6.5 million in fiscal Q1 to an estimated $3.6 million by fiscal Q3. This reflects a broader cost reduction plan that includes reductions in fees under the Company’s services agreement with Galaxy Digital LP, lower outside legal expenses, reduced marketing expenditures, reduced third-party vendor costs, and other operational efficiencies.
Kyle Samani, Chairman of Forward Industries, added, “We are executing on a series of operational initiatives designed to reduce our cost structure and improve operating leverage. We expect these efforts to drive a material decline in SG&A over the coming quarters, excluding stock-based compensation and design segment SG&A. Combined with this share repurchase, which allows us to increase SOL-per-share while continuing to earn staking rewards on our collateral, we are building a more efficient platform that compounds value for shareholders over time.”
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About Forward Industries, Inc.
Forward Industries, Inc. (NASDAQ: FWDI) is a Solana focused digital asset treasury company, with the strategy to buy, hold, stake, trade, invest in, and grow SOL and SOL related digital assets, protocols and businesses. Our mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with, providing tools to and investing in the Solana network, Solana developers and Solana related projects in order to increase shareholder value. In connection with a private placement transaction in September 2025, we launched our digital asset treasury strategy supported by industry leading investors and operating partners including Galaxy Digital and Jump Crypto. For more information on the Company’s Solana treasury strategy, visit forwardindustries.com.
Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “intend”, “potential”, “seek”, “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to anticipated benefits of the share repurchase transaction, expected increase in SOL-per-share, terms and use of proceeds of the Galaxy financing, and projected reductions in operating expenses and SG&A, the Company’s plan for value creation and strategic advantages, market size and growth opportunities. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating failure to realize anticipated benefits of the share repurchase transaction, ability to achieve projected costs reductions, counterparty risks associated with financing arrangements, to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of digital assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.
Contacts
Media Contact
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
Forward@gasthalter.com
Investor Relations Contact
Sean Mansouri, CFA / Aaron D’Souza
Elevate IR
(720) 330-2829
ir@forwardindustries.com
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FAQ
What share repurchase did Forward Industries (FORD) announce in this 8-K?
How is Forward Industries (FORD) financing its 6.2 million share buyback?
How does the transaction affect Forward Industries’ SOL-per-share metric?
What are the key terms of Forward Industries’ loan collateral and margin requirements?
What cost reduction plan did Forward Industries (FORD) outline?
Does Forward Industries expect material charges related to its cost reduction plan?
What default and termination events are specified in the Galaxy loan agreement?
Filing Exhibits & Attachments
8 documentsPress Releases
Agreements & Contracts
