[SCHEDULE 13D] Forward Industries, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Significant direct investment: Galaxy Digital LP purchased 8,108,109 shares for an aggregate $150,000,000, showing material financial commitment
• Additional upside through warrants: Pre-Funded Warrants and Advisor Warrants provide potential equity upside tied to performance and market milestones
• Registration rights granted: A Registration Rights Agreement was executed to permit resale of Shares, Advisor Shares and Pre-Funded Warrant Shares, improving liquidity options

Negative

• Ownership cap limits control: A contractual 9.99% beneficial ownership limitation prevents the Reporting Persons from increasing ownership above that threshold without notice
• Large portion of warrant exercise deferred: Reporting Persons disclaim beneficial ownership of 1,215,196 shares issuable upon exercise because exercise would exceed the Ownership Limitation

Insights

Financial Analyst

TL;DR: Galaxy Digital made a material strategic investment of $150 million and secured warrants and registration rights, capped at 9.99% ownership.

Galaxy Digital LP's cash purchase of 8,108,109 shares for $150,000,000 signals a significant capital allocation into Forward Industries at an $18.50 per-share price. The transaction structure includes Pre-Funded Warrants and performance-contingent Advisor Warrants that could increase share exposure subject to a 9.99% ownership cap. The included Registration Rights Agreement provides resale pathways for the securities, which reduces liquidity risk for the purchasers. From a portfolio-impact perspective, this transaction is large relative to the issuer's outstanding share count and could meaningfully affect float and future trading if warrants become exercisable within the ownership limit.

M&A / Corporate Transactions Specialist

TL;DR: The deal combines strategic advisory rights with equity and warrants but is constrained by a binding ownership limitation.

The Strategic Advisor Agreement plus Advisor Warrants ties Galaxy Digital to potential governance or strategic influence without currently crossing the 10% threshold that would trigger additional disclosure or control presumptions. The Advisor Warrants' vesting is tied to share price milestones (150%, 200%, 250% of the cash purchase price for sustained periods), creating upside alignment with Forward Industries' market performance. The Ownership Limitation and the Reporting Persons' disclaimer of beneficial ownership above 9.99% limit immediate control implications but preserve economic upside if the company’s share price appreciates and the holder adjusts its ownership cap within contractual limits.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Forward Industries, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

349862409

(CUSIP Number)

Frances Fuqua
300 Vesey St.,
New York, NY, 10282
(929) 667-4552

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 349862409

1

Name of reporting person

Galaxy Digital LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,676,432.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,676,432.00

11

Aggregate amount beneficially owned by each reporting person

8,676,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 349862409

1

Name of reporting person

Galaxy Digital GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,676,432.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,676,432.00

11

Aggregate amount beneficially owned by each reporting person

8,676,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 349862409

1

Name of reporting person

Galaxy Digital Holdings LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,676,432.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,676,432.00

11

Aggregate amount beneficially owned by each reporting person

8,676,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 349862409

1

Name of reporting person

Galaxy Digital Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,676,432.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,676,432.00

11

Aggregate amount beneficially owned by each reporting person

8,676,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 349862409

1

Name of reporting person

Galaxy Group Investments LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,676,432.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,676,432.00

11

Aggregate amount beneficially owned by each reporting person

8,676,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 349862409

1

Name of reporting person

Michael E. Novogratz

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,676,432.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,676,432.00

11

Aggregate amount beneficially owned by each reporting person

8,676,432.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.99 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Forward Industries, Inc.
(c)	Address of Issuer's Principal Executive Offices: 700 Veterans Memorial Hwy. Suite 100, Hauppauge, NEW YORK , 11788.
Item 2.	Identity and Background
(a)	This Schedule 13D is being jointly filed by the following (collectively, the "Reporting Persons"): (i) Galaxy Digital LP, a Cayman Islands limited partnership ("GD LP"); (ii) Galaxy Digital GP LLC, a Cayman Islands limited liability company ("GD GP"); (iii) Galaxy Digital Holdings LP, a Delaware limited partnership ("GD Holdings LP"); (iv) Galaxy Digital Inc., a Delaware corporation ("GD Inc."); (v) Galaxy Group Investments LLC, a Delaware limited liability company ("GGI"); and (vi) Michael E. Novogratz. GD LP is the holder of record of the securities reported in this Schedule 13D. GD GP is the general partner of GD LP and wholly owned by GD Holdings LP. GD Inc. is the general partner of GD Holdings LP. GGI holds a majority of the voting power over GD Inc. and is managed by Mr. Novogratz. Based on the foregoing, each of GD GP, GD Holdings LP, GD Inc., GGI and Mr. Novogratz may be deemed to share beneficial ownership of the securities held of record by GD LP. Current information concerning the identity and background of each of the executive officers and directors of GD Inc., as well as applicable additional information called for by Items 3 through 6, is set forth on Annex A (collectively, the "Covered Persons"), attached hereto and incorporated herein by reference.
(b)	The principal business address of GGI is 107 Grand St., NY, NY 10013. The principal business address of the other Reporting Persons is 300 Vesey St., New York, NY 10282.
(c)	GD LP, GD GP, GD Holdings LP and GD Inc. are each in the business of digital asset trading, advisory and asset management, and blockchain and data center infrastructure. Mr. Novogratz is the founder and chief executive officer of Galaxy Digital and GGI is his private investment vehicle.
(d)	During the last five years preceding the date of this filing, the Reporting Persons and the Covered Persons have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years preceding the date of this filing, the Reporting Persons and the Covered Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See responses to Item 6 on each cover page.
Item 3.	Source and Amount of Funds or Other Consideration
	Securities Purchase Agreement On September 6, 2025, Forward Industries, Inc., a New York Corporation (the "Issuer"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain accredited investors, including GD LP (the "Purchasers"), pursuant to which the Issuer agreed to sell and issue to the Purchasers in a private placement (the "Private Placement") an aggregate of 89,189,189 shares (the "Shares") of the Issuer's Common Stock, at an offering price of $18.50, and/or pre-funded warrants in lieu thereof (the "Pre-Funded Warrants" and together with the Shares, the "Securities") to purchase shares of Common Stock (the "Pre-Funded Warrant Shares") with $18.49999 of the exercise price per Pre-Funded Warrant being pre-funded on September 11, 2025, subject to certain adjustments (the "Per Share Purchase Price"). The Private Placement closed on September 10, 2025. The unfunded exercise price of each Pre-Funded Warrant equals $0.00001 per underlying Pre-Funded Warrant Share. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to certain adjustments. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such Pre-Funded Warrants are fully exercised. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Issuer (61 days' notice for increases), but not to any percentage in excess of 9.99%. The foregoing descriptions of the Securities Purchase Agreement and Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Securities Purchase Agreement and Pre-Funded Warrant, which are filed as Exhibits 2 and 3, respectively, and are incorporated herein by reference. Pursuant to the Securities Purchase Agreement, GD LP purchased 8,108,109 shares of Common Stock for an aggregate purchase price of $150,000,000, which was funded with GD LP's working capital. Strategic Advisor Agreement On September 6, 2025, the Issuer entered into a Strategic Advisor and Lead Investor Agreement (the "Strategic Advisor Agreement") with GD LP, pursuant to which the Issuer engaged GD LP to serve as a strategic advisor to the Issuer with respect to the Private Placement. In consideration of GD LP's services, the Issuer issued to GD LP, in addition to the Securities acquired by GD LP pursuant to the Private Placement, 1,783,519 of Pre-Funded Warrants and 4,458,796 warrants (the "Advisor Warrants") to purchase an amount of shares of Common Stock (the "Advisor Shares"). The exercise price per share of the Advisor Warrants shall equal one penny ($0.01) per share and shall be exercisable as follows: (1) one-third (1/3) of the Advisor 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 for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement (as defined in Item 6 below); (2) one-third (1/3) of the Advisor 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; and (3) one-third (1/3) of the Advisor 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 foregoing descriptions of the Strategic Advisor Agreement and Advisor Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Strategic Advisor Agreement and form of Advisor Warrants, copies of which are attached hereto as Exhibit 4 and 5, respectively, and are incorporated herein by reference.
Item 4.	Purpose of Transaction
	The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. The Reporting Persons also may, at any time and from time to time, engage in discussions with the Issuer and its management for the purpose of effecting one or more of their rights pursuant to the Strategic Advisor Agreement. In addition, the Reporting Persons may engage in discussions with management, the Issuer's board of directors (the "Board"), other stockholders of the Issuer and other relevant parties regarding potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value, or consider and explore and/or encourage such other persons to consider or explore potential corporate transactions involving the Issuer and its securities including, among other things: mergers, reorganizations or other business combination transactions, including transactions that could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are set forth on row 11 and row 13 of each of the cover pages to this Schedule 13D and are incorporated herein by reference. Calculations of the percentage of Common Stock beneficially owned is based on 85,067,662 shares of Common Stock outstanding as of September 16, 2025, as reported in the Issuer's Registration Statement on Form S-3ASR, filed with the Securities and Exchange Commission (the "SEC") on September 17, 2025. Due to the Ownership Limitation (as defined below), the Reporting Persons collectively may be deemed to beneficially own 8,676,432 shares of Common Stock, consisting of 8,108,109 shares of Common Stock and warrants that can be exercised for 568,323 shares of Common Stock. The number of shares of Common Stock into which certain warrants of the Issuer are exercisable is limited pursuant to the terms of such warrants to that number of shares of Common Stock that would result in the Reporting Persons and their affiliates having aggregate beneficial ownership of more than 9.99% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"). In accordance with Rule 13d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock issuable upon any exercise of the warrants of the Issuer to the extent that such exercise would cause the Reporting Persons' aggregate beneficial ownership to exceed or remain above the Ownership Limitation. Due to the Ownership Limitation, as of the date of this filing, the Reporting Persons disclaim beneficial ownership with respect to the remaining 1,215,196 shares of Common Stock into which such warrants would otherwise be exercisable.
(b)	The number of shares of Common Stock as to which the Reporting Persons have sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 10 of each of the cover pages to this Schedule 13D and are incorporated herein by reference.
(c)	Except as set forth in this Schedule 13D, the Reporting Persons and the Covered Persons have not effected any transactions in the Issuer's Common Stock in the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth under Item 3 of this Schedule 13D is incorporated herein by reference. Registration Rights Agreement In connection with the Private Placement, the Issuer and the Purchasers entered into a Registration Rights Agreement, dated September 6, 2025 (the "Registration Rights Agreement"), providing for the registration for resale of, among other things, the Shares, the Advisor Shares, the Pre-Funded Warrant Shares and the shares of Common Stock underlying the Advisor Warrants on an effective registration statement, pursuant to a registration statement (the "Resale Registration Statement") to be filed with the SEC no later than October 10, 2025. The Issuer has agreed to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective as promptly as possible, but in no event later than the fifth (5th) business day following its filing date (or, in the event of a review by the SEC, the seventy-fifth (75th) calendar day following the filing date), and to keep the Resale Registration Statement continuously effective from the date on which the SEC declares the Resale Registration Statement to be effective (or the Resale Registration Statement goes effective pursuant to its terms) until (i) the date on which the Purchasers shall have resold or otherwise disposed of all the Registrable Securities (as such term is defined in the Registration Rights Agreement) covered thereby, or (ii) the date on which the Registrable Securities may be resold by the Purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Issuer to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is filed hereto as Exhibit 6 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1. Joint Filing Agreement 2. Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 8, 2025). 3. Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 8, 2025) 4. Strategic Advisor Agreement (incorporated herein by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on September 8, 2025). 5. Form of Advisor Warrant (incorporated herein by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 8, 2025) 6. Form Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on September 8, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Galaxy Digital LP

Signature:	/s/ Michael E. Novogratz
Name/Title:	Galaxy Digital GP LLC, general partner By: Michael E. Novogratz, authorized signatory
Date:	09/18/2025

Galaxy Digital GP LLC

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz, authorized signatory
Date:	09/18/2025

Galaxy Digital Holdings LP

Signature:	/s/ Michael E. Novogratz
Name/Title:	By: Galaxy Digital Inc., general partner By: Michael E. Novogratz, authorized signatory
Date:	09/18/2025

Galaxy Digital Inc.

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz, authorized signatory
Date:	09/18/2025

Galaxy Group Investments LLC

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz, authorized signatory
Date:	09/18/2025

Michael E. Novogratz

Signature:	/s/ Michael E. Novogratz
Name/Title:	Michael E. Novogratz
Date:	09/18/2025

FAQ

How many Forward Industries (FORD) shares did Galaxy Digital purchase and at what price?

Galaxy Digital LP purchased 8,108,109 shares at $18.50 per share, for an aggregate purchase price of $150,000,000.

What is Galaxy Digital's total reported beneficial ownership in FORD after this transaction?

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.

What warrants or additional securities did Galaxy Digital receive in the transaction?

Galaxy Digital received Pre-Funded Warrants and Advisor Warrants, including 1,783,519 Pre-Funded Warrants and 4,458,796 Advisor Warrants per the Strategic Advisor Agreement.

Are there restrictions that prevent Galaxy Digital from exercising all warrants immediately?

Yes. The Pre-Funded Warrants and certain warrants include an Ownership Limitation that prevents exercise if doing so would cause beneficial ownership to exceed 9.99%.

Will Galaxy Digital be able to resell the purchased securities?

Yes. The purchasers and the Issuer entered into a Registration Rights Agreement requiring the filing of a Resale Registration Statement no later than October 10, 2025, to permit resale of registrable securities.