Forward Industries, Inc. SEC Filings

Forward Industries insider grant: Kathleen Weisberg, Chief Financial Officer of Forward Industries, Inc. (FORD), reported a grant of 45,000 stock options on 09/08/2025 with an exercise price of $18.50 and an expiration date of 09/08/2030. The options were granted under the Issuer's 2021 Equity Incentive Plan, were approved by the Board and are fully vested. The filing states the grant was exempt from Section 16(b) under Rule 16b-3 because of board approval. Following the reported transaction, Weisberg beneficially owns 45,000 underlying shares via these options, held directly.

Forward Industries, Inc. (FORD) filed a 424B5 prospectus supplement outlining an offering of $18.50 per share for a total of 1,783,783 shares of common stock. The company reports 82,743,337 shares currently outstanding and expects 84,527,120 shares outstanding immediately after this offering, indicating the issuance of the offered shares will increase the share count by the offered amount. Net proceeds are earmarked for working capital, general corporate purposes, and specifically for the purchase of Solana. The prospectus highlights existing convertible instruments and equity run rates, including warrants for 118,611 shares (weighted average exercise price $7.20), pre-funded warrants exercisable into 12,031,364 shares, 348,554 stock options (weighted average exercise price $13.45), and 52,668 shares available under the 2021 Equity Incentive Plan.

The supplement references incorporated filings spanning October 4, 2024 through September 11, 2025 for risk disclosures. Corporate charter and governance provisions permit the board to issue up to 4,000,000 preferred shares without further stockholder approval and contain voting and special-meeting limitations that may affect shareholder control dynamics.

Forward Industries closed a large private placement to fund its new digital assets treasury strategy and reshaped its capital structure and governance. The company sold 77,144,562 shares of common stock at $18.50 per share and issued pre-funded warrants for up to 12,031,364 additional shares, receiving approximately $1.65 billion in gross proceeds. After these transactions and preferred stock conversions, it reports 83,233,878 common shares outstanding.

The company entered an asset management agreement with Galaxy Digital Capital Management to manage its cash, stablecoins, cryptocurrency and other investible assets, and a six‑month services agreement with Galaxy Digital LP to support the digital assets treasury business. It also terminated a prior $35 million equity line with C/M Capital and eliminated all Series A‑1 and Series B preferred stock through conversions into common shares.

Governance changes include appointing Interim CEO Michael Pruitt to the board and naming Pyahm (Kyle) Samani, Managing Partner of Multicoin Capital, as director and Chairman, both tied to the private placement and lead investor arrangements.

Forward Industries, Inc. entered into a private placement with accredited investors to sell 89,189,189 common shares (or pre-funded warrants) at $18.50 per share. The company plans to use the proceeds mainly to buy Solana tokens, build a cryptocurrency treasury and for working capital.

The deal includes pre-funded warrants with a token exercise price of $0.00001 per share and a 9.99% beneficial ownership cap. Investors, officers and directors are subject to staggered lock-ups, and the company must file a resale registration statement by October 10, 2025. Galaxy, Jump Crypto and Multicoin receive additional low‑priced warrants and bonus shares tied to the PIPE size. A prior Series B investor receives leak‑out protections and the right to buy up to $33,000,000 of stock at the same price.

Forward Industries, Inc. is asking shareholders to approve three proposals at a special meeting: an increase in authorized common stock from 40,000,000 to 300,000,000 shares; shareholder approval under Nasdaq Listing Rule 5635 to permit issuance of common shares on conversion of its Series A-1 Preferred Stock without applying the Series A-1 conversion caps; and authority to adjourn the meeting if more votes are needed. The proxy includes voting instructions (internet, phone, mail, or during the virtual meeting) and notes an initial conversion price of $7.50 per share for Series A-1, subject to adjustment. The document also lists beneficial ownership notes for officers, directors and related parties and discloses voting card/ballot options for each proposal.

Forward Industries, Inc. reported a nine-month net loss of $3.01 million for the period ended June 30, 2025, compared with a $1.31 million loss in the prior year period, driven by a large decline in design-segment revenue after its largest design customer discontinued a program that represented over 30% of consolidated 2024 revenue. Consolidated revenues for the nine months fell to $10.24 million from $15.25 million, and gross profit for continuing operations dropped to $333,301 from $4.08 million year-over-year.

At June 30, 2025 the company held total assets of $8.29 million and cash of $1.26 million, with shareholders' equity of $3.35 million. The company recorded a $225,000 goodwill impairment in December 2024 and recognized a $1.406 million gain on sale of its OEM segment, reported as discontinued operations. Management disclosed substantial doubt about the company’s ability to continue as a going concern and has raised capital via a $1.0 million Series B issuance and subsequent equity line and registered direct financings in July–August 2025.

Forward Industries announced several corporate actions affecting its capital structure, leadership at a subsidiary and executive compensation. The company converted 610 shares of Series A-1 Preferred Stock with a stated value of $610,000 into 81,333 shares of common stock at a conversion price of $7.50 per share, leaving 4,315 Series A-1 shares outstanding, all held by Forward Industries (Asia-Pacific) Corporation.

The company named Fred Sklenar as Chief Executive Officer and President of its wholly owned subsidiary Kablooe Inc., effective August 18, 2025, with an annual base salary of $175,000 and eligibility for a $50,000 performance bonus contingent on continued employment and performance milestones. Mr. Tom Kramer resigned from his Kablooe roles effective the same date. The Compensation Committee also approved an amendment increasing potential severance for CFO Kathleen Weisberg from six to eight months of base salary; the amendment is attached as Exhibit 10.1.

At the 2025 annual meeting there were 1,125,998 shares outstanding on the record date and 738,912 votes cast. All three director nominees were elected. Shareholders ratified the independent auditor and approved several Nasdaq-related equity issuance proposals and an increase of 300,000 shares to the 2021 Equity Incentive Plan, but did not approve the proposed change of state of incorporation to Nevada.

Forward Industries, Inc. completed a registered direct offering on August 11, 2025, selling 263,243 shares of common stock to six investors. The company filed the legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. as Exhibit 5.1, which the report states relates to the validity of the shares issued under the companys Form S-3 registration statement and prospectus materials.

Subsequent to the closing, the company reported 1,664,949 shares of common stock outstanding. The current report is limited to the offering closing, the legal opinion exhibit and the post-offering share count; the filing does not disclose offering price or gross proceeds.

Forward Industries, Inc. is conducting a registered direct offering of 263,243 shares of Common Stock at $8.50 per share, expected to raise approximately $2.23 million before expenses. The company is selling the shares directly to investors under subscription agreements without an underwriter or placement agent and expects to deliver the shares on or about August 11, 2025. Estimated offering expenses payable by the company are approximately $25,000. The net proceeds are intended for working capital, the redemption of outstanding Series A-1 Preferred Stock, and general corporate purposes.

The prospectus supplement confirms the company’s Common Stock trades on The Nasdaq Capital Market under the symbol FORD and cites recent reported sale prices of $14.22 on August 8, 2025 and $13.64 on August 7, 2025. Outstanding common shares before the offering were 1,320,373, increasing to 1,583,616 if the offering closes as described. The document highlights material risks: investing involves a high degree of risk, the company’s auditor included an explanatory going-concern paragraph, and management has broad discretion in use of proceeds.