Multicoin invests $114M in Forward Industries; warrants and board seat included

Rhea-AI Filing Summary

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.

Positive

• Significant capital infusion: MCMF LP purchased 7,947,843 shares for an aggregate $114,040,000
• Founder's/insider participation: Pyahm Samani purchased 1,351,352 shares for $25,000,000, aligning insider interests with investors
• Lead investor alignment and governance: Multicoin secured a board designee under the Lead Investor Agreement
• Resale registration commitment: Registration Rights Agreement was entered, enabling eventual liquidity for PIPE investors

Negative

• Potential dilution: 4,458,796 pre-funded warrants could convert into common shares upon satisfying stock-price vesting conditions
• Conditional warrant exercise: Vesting requires the share price to reach 150%/200%/250% of $18.50 for 20 of 30 trading days, creating timing uncertainty for dilution
• Ownership blocker: A 9.99% exercise limitation could constrain immediate conversion and may require notice to adjust (up to 19.99%)
• Deemed beneficial ownership complexities: Advisory and control relationships lead to disclaimers and could complicate clear ownership attribution

Insights

Financial Analyst

TL;DR: Large PIPE investment materially increases institutional stake and provides deep-pocket support, but dilution and conditional warrant vesting matter.

The transaction shows a sizeable capital infusion: $114.04M from MCMF LP plus $25.0M from Mr. Samani, indicating strong investor conviction and immediate liquidity for Forward Industries. The issuance of 4,458,796 pre-funded warrants at $0.01 effectively represents additional potential common shares subject to performance-based vesting conditions tied to substantial share-price appreciation milestones. The 9.99% exercise blocker limits immediate ownership concentration, and the registration-rights provisions imply the company will file resale registration to enable secondary liquidity. For modelers, include potential dilution from warrants and the timing uncertainty around exercise tied to trading-price hurdles.

Corporate Governance Expert

TL;DR: Multicoin secures governance influence via a board designee and reporting person additions, while disclaimers limit stated beneficial ownership.

The Lead Investor Agreement appoints Mr. Samani as a Multicoin designee to the board, formally aligning investor oversight with capital commitment. The filing disclaims beneficial ownership by certain reporting entities while noting deeming rules under Rule 16a-1(a) due to advisory relationships and control positions, which is standard practice to clarify voting and pecuniary interests. The amendment purely adds reporting persons and does not change economic terms previously disclosed.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Multicoin Capital Management, LLC

(Last) (First) (Middle)

501 WEST AVENUE, SUITE 3901

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forward Industries, Inc. [ FORD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/12/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	09/10/2025		A(1)		7,947,843(2)	A	$18.5	7,947,843	I	See Footnote(3)(4)(5)
Common Stock, par value $0.01 per share	09/10/2025		A(1)		1,351,352(6)	A	$18.5	1,351,352	I	See Footnote(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants	$0.01	09/10/2025		A(7)(8)(9)		4,458,796(7)(8)(9)		(7)(8)(9)(10)	(11)	Common Stock	4,458,796	$18.5	4,458,796	I	See Footnote(3)(4)(5)

1. Name and Address of Reporting Person^*

Multicoin Capital Management, LLC

(Last) (First) (Middle)

501 WEST AVENUE, SUITE 3901

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

1. Name and Address of Reporting Person^*

Multicoin Capital Master Fund, LP

(Last) (First) (Middle)

C/O SERVICES CAYMAN LIMITED, P.O. BOX

10008, PAVILION EAST, CRICKET SQUARE

(Street)

GRAND CAYMAN E9 KY1-1001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

1. Name and Address of Reporting Person^*

Samani Pyahm

(Last) (First) (Middle)

501 WEST AVENUE, SUITE 3901

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Jain Tushar

(Last) (First) (Middle)

501 WEST AVENUE, SUITE 3901

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Director by deputization

Explanation of Responses:

1. On September 6, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors (the "PIPE Investors") in a private investment in public equity investment (the "PIPE"), pursuant to which the PIPE Investors agreed to purchase shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") for $18.50 per share.

2. MCMF LP (defined below) acquired 7,947,843 shares of Common Stock on September 10, 2025, for an aggregate purchase price of $114,040,000 (the "MCM Securities").

3. In addition to Multicoin Capital Management, LLC, a Texas limited liability company ("MCM LLC") this Form 4 is being filed jointly by Multicoin Capital Master Fund, LP, a Cayman Islands limited partnership ("MCMF LP"), Pyahm Samani, a citizen of the United States of America ("Mr. Samani"), and Tushar Jain, a citizen of the United States of America ("Mr. Jain") (collectively, the "Reporting Persons").

4. MCM LLC, as the investment adviser to MCMF LP, may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Samani's and Mr. Jain's positions as ultimately controlling MCM LLC and MCMF LP, Mr. Samani and Mr. Jain may be deemed to be the beneficial owners of the MCM Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the MCM Securities, except to the extent of any pecuniary interest therein.

5. Pursuant to the Lead Investor Agreement (as defined below), Mr. Samani was appointed as a Multicoin designee to the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934.

6. Mr. Samani acquired 1,351,352 shares of Common Stock on September 10, 2025, for an aggregate purchase price of $25,000,000 (the "Samani Securities"). Mr. Samani is the sole beneficial owner and has sole voting power of the Samani Securities. Each of Mr. Jain, MCM LLC, and MCMF LP do not have any pecuniary interest in, and disclaim any beneficial ownership of, the Samani Securities.

7. In connection with the PIPE, MCMF LP entered into a Lead Investor Agreement (the "Lead Investor Agreement") with the Issuer and another investor in the PIPE, pursuant to which the Issuer agreed to issue MCMF LP an aggregate number of warrants to purchase 4,458,796 of shares of the Common Stock (the "Lead Investor Warrants") equal to 5% of the securities issued in the PIPE. Also, in connection with the PIPE, the Issuer and the PIPE Investors entered into a Registration Rights Agreement, dated September 6, 2025 (the "Registration Rights Agreement").

8. (Cont'd from 7) The Lead Investor Warrants carry an exercise price of one penny ($0.01) per share and shall be exercisable as follows: (1) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 150% of the cash Per Share Purchase Price (as defined in the Securities Purchase Agreement) for 20 out of 30 trading days following the effectiveness of the resale registration statement filed pursuant to the Registration Rights Agreement (the "Resale Registration Statement"); (2) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 200% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement;

9. (Cont'd from 8) and (3) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 250% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement. The Lead Investor Warrants include an exercise limitation that prohibits the holder from exercising the Lead Investor Warrants in an amount in excess of the specified ownership threshold of 9.99% of the issued and outstanding shares of Common Stock (the "Blocker").

10. As a result of the Blocker, as of the date hereof, any attempted exercise of the Lead Investor Warrants beneficially owned by Reporting Persons will not be effected by the Company. Upon 61 days' prior notice to the Issuer, each holder of Lead Investors Warrant may increase or decrease the Blocker, provided that the Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock.

11. The Lead Investor Warrants do not expire.

Remarks:

This Form 4/A amends the Form 4 filing dated September 12, 2025 (the "Original Form"), solely in order to add MCMF LP, Mr. Samani, and Mr. Jain as additional reporting persons. Although MCMF LP, Mr. Samani, and Mr. Jain were disclosed in the Original Form, they were unable to be included as reporting persons because they did not have codes for the EDGAR system at the time. Other than including MCMF LP, Mr. Samani, and Mr. Jain as additional reporting persons, this form contains no amendment to the Original Form.

	MULTICOIN CAPITAL MANAGEMENT, LLC, By: /s/ Pyahm Samani, Managing Partner	09/18/2025
	MULTICOIN CAPITAL MASTER FUND, LP, By: Multicoin Capital Fund GP I, LLC, its general partner, By: Multicoin Capital GP, LLC, its managing member, By: /s/ Pyahm Samani, manager	09/18/2025
	/s/ Pyahm Samani	09/18/2025
	/s/ Tushar Jain	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Multicoin acquire in the Forward Industries (FORD) PIPE?

Multicoin Capital Master Fund, LP acquired 7,947,843 shares at $18.50 per share for an aggregate $114,040,000 and received 4,458,796 pre-funded warrants equal to 5% of PIPE securities.

How much did Pyahm Samani invest and what stake did he acquire in FORD?

Mr. Samani acquired 1,351,352 shares on September 10, 2025, for an aggregate purchase price of $25,000,000 and is the sole beneficial owner of those shares.

What are the economics and conditions of the pre-funded warrants?

The Lead Investor Warrants cover 4,458,796 shares, have an exercise price of $0.01, do not expire, and vest in thirds when the stock trades at 150%/200%/250% of the $18.50 purchase price for 20 of 30 trading days after the resale registration statement is effective.

Is there any limit on exercising the warrants?

Yes, an exercise limitation (the 'Blocker') prohibits exercising warrants in excess of 9.99% ownership of outstanding shares; holders may change the Blocker with 61 days' notice but it cannot exceed 19.99%.

Will these investors be on Forward Industries' board?

Under the Lead Investor Agreement, Mr. Samani was appointed as a Multicoin designee to the board, and other reporting persons may be deemed directors by deputization.