[D] Forward Industries, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Total offering fully sold: $1,649,754,631 reported as sold with $0 remaining
• No proceeds to insiders: Filing states $0 of gross proceeds used to pay executive officers, directors or promoters
• Established intermediaries involved: Cantor Fitzgerald and Galaxy Digital Partners LLC listed as soliciting broker-dealers
• Lead investor affiliations disclosed: Jump Crypto and Multicoin connections identified by name
• Investor scale: 214 investors participated, showing broad subscription

Negative

• High estimated sales commissions: $61,610,000 in commissions reduces net proceeds available for corporate uses
• Limited use-of-proceeds detail: The filing does not specify operational allocation of the raised capital

Insights

Financial Analyst

TL;DR A large, fully subscribed private equity offering of $1.65B via Rule 506(c) signals strong investor demand and significant capital inflows.

Forward Industries completed a sizeable exempt offering totaling $1,649,754,631 with all securities marked as sold and no remaining availability. The use of Rule 506(c) indicates general solicitation was permitted, and established broker-dealers including Cantor Fitzgerald and Galaxy Digital participated. Estimated sales commissions total $61.61M, representing a meaningful selling cost against gross proceeds. The filing reports $0 paid to insiders from proceeds.

Corporate Governance Expert

TL;DR The filing discloses investor participation and intermediaries but provides limited detail on use of proceeds beyond insider payments.

The Form D identifies executive officers, directors and promoters and explicitly states that $0 of proceeds were used to pay those named persons. It lists key intermediaries and lead investor affiliations. The document does not provide a breakdown of operational uses for proceeds, timing beyond first sale date, or investor accreditation details beyond total investor count (214), limiting governance visibility on capital deployment.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000038264

FORWARD INDUSTRIES INC

PROGRESS HEAT SEALING CO INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Forward Industries, Inc.

Jurisdiction of Incorporation/Organization

NEW YORK

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Forward Industries, Inc.
Street Address 1		Street Address 2
700 VETERANS MEMORIAL HWY		SUITE 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
HAUPPAUGE	NEW YORK	11788	631-547-3055

3. Related Persons

Last Name	First Name	Middle Name
Shah	Sangita
Street Address 1	Street Address 2
700 Veterans Memorial Highway	Suite 100
City	State/Province/Country	ZIP/PostalCode
Hauppauge	NEW YORK	11788

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hrynkow	Sharon
Street Address 1	Street Address 2
700 Veterans Memorial Highway	Suite 100
City	State/Province/Country	ZIP/PostalCode
Hauppauge	NEW YORK	11788

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Johnson	Keith
Street Address 1	Street Address 2
700 Veterans Memorial Highway	Suite 100
City	State/Province/Country	ZIP/PostalCode
Hauppauge	NEW YORK	11788

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Samani	Pyahm
Street Address 1	Street Address 2
700 Veterans Memorial Highway	Suite 100
City	State/Province/Country	ZIP/PostalCode
Hauppauge	NEW YORK	11788

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Haribhakti	Samarth
Street Address 1	Street Address 2
1 London Wall	11th Floor
City	State/Province/Country	ZIP/PostalCode
London	UNITED KINGDOM	EC2Y 5EA

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Samarth is a Director of Jump Crypto, a lead investor in the offering.

Last Name	First Name	Middle Name
Samani	Pyahm
Street Address 1	Street Address 2
501 West Ave	Suite 3901
City	State/Province/Country	ZIP/PostalCode
Austin	TEXAS	78701

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Pyahm is a Managing Partner of Multicoin, a lead investor in the offering.

Last Name	First Name	Middle Name
Ferraro	Christopher
Street Address 1	Street Address 2
300 Vesey Street	13th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10282

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Chris is President and Chief Investment Officer of Galaxy Digital, a strategic advisor in the offering.

Last Name	First Name	Middle Name
Pruitt	Michael
Street Address 1	Street Address 2
700 Veterans Memorial Highway	Suite 100
City	State/Province/Country	ZIP/PostalCode
Hauppauge	NEW YORK	11788

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Weisberg	Kathleen
Street Address 1	Street Address 2
700 Veterans Memorial Highway	Suite 100
City	State/Province/Country	ZIP/PostalCode
Hauppauge	NEW YORK	11788

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 506(b)
	X	Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-10				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $48,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Cantor Fitzgerald & Co.	000000134
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
110 East 59th Street	4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Galaxy Digital Partners LLC	000289605
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
300 Vesey Street	13th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10282
State(s) of Solicitation (select all that apply) Check "All States" or check individual States X All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,649,754,631	USD	or Indefinite
Total Amount Sold	$1,649,754,631	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

214

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$61,610,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Forward Industries, Inc.	/s/ Kathleen Weisberg	Kathleen Weisberg	Chief Financial Officer	2025-09-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Forward Industries (FORD) raise in the Form D offering?

The filing reports total offering amount and total sold as $1,649,754,631 with $0 remaining to be sold.

Under which exemption was the FORD offering conducted?

The offering was claimed under Rule 506(c) of Regulation D.

How many investors participated in FORD's offering?

The Form D indicates 214 investors have already invested in the offering.

Who were the soliciting broker-dealers listed in the filing?

The filing lists Cantor Fitzgerald & Co. and Galaxy Digital Partners LLC as associated broker-dealers involved in solicitation.

What was the minimum investment accepted in the FORD offering?

The minimum investment accepted from any outside investor was $48,000.