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Forward Industries (NASDAQ: FWDI) taps Galaxy Digital strategist for board role

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Forward Industries, Inc. appointed Michael Ashe, Chief Strategy Officer of Galaxy Digital Inc., to its Board of Directors effective July 14, 2026. Because the company maintains several commercial arrangements with Galaxy and its affiliates, Ashe may be deemed to have an indirect material interest in these transactions for Item 404(a) of Regulation S-K.

The relationships include a Share Repurchase Program Agreement under which Galaxy Securities LLC may repurchase up to 4,000,000 shares of common stock for a fee of $0.0125 per share; approximately $90,000 of fees have been paid. A Master Digital Currency Loan Agreement with Galaxy Digital LLC has generated approximately $373,000 of interest fees. Written SOL Option Contracts with Galaxy Trading Mercury LLC have resulted in approximately $1,300,000 of premium payments and approximately $3,700,000 to exercise options for approximately 46,000 SOL. Ashe has no family relationships with company leadership, is not assigned to any board committee, is not expected to receive board compensation, and his compensation at Galaxy is not tied to these agreements.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Share repurchase limit 4,000,000 shares Maximum aggregate shares under Share Repurchase Program Agreement with Galaxy Securities LLC
Repurchase fee per share $0.0125 per share Fee to Galaxy Securities LLC for each share repurchased
Repurchase program fees paid approximately $90,000 Fees paid to Galaxy Securities LLC as of July 14, 2026
Digital currency loan interest approximately $373,000 Interest fees paid to Galaxy Digital LLC under Master Digital Currency Loan Agreement
SOL option premium fees approximately $1,300,000 Premium fees paid to Galaxy Trading Mercury LLC under Written SOL Option Contracts
SOL option exercise payments approximately $3,700,000 Amounts paid to exercise options for SOL under Written SOL Option Contracts
SOL acquired via options approximately 46,000 SOL Quantity of SOL acquired through exercised options as of July 14, 2026
Share Repurchase Program Agreement financial
"Share Repurchase Program Agreement dated March 19, 2026, pursuant to which Galaxy Securities LLC"
Rule 10b5-1 regulatory
"repurchase shares of its outstanding common stock in conformity with the safe harbor provisions of Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"common stock in conformity with the safe harbor provisions of Rule 10b5-1 and Rule 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Master Digital Currency Loan Agreement financial
"Master Digital Currency Loan Agreement dated February 27, 2026 with Galaxy Digital LLC"
A master digital currency loan agreement is a standard framework contract that sets the rules for lending and borrowing cryptocurrencies or other tokenized assets, similar to a homeowner’s mortgage form used repeatedly with different borrowers. It spells out payment schedules, collateral rules, interest calculations, what happens if a borrower can’t pay, and how digital assets are valued and transferred. For investors, it matters because these standardized terms reduce legal uncertainty, clarify credit and counterparty risk, and help markets scale by making deals predictable and enforceable.
Written SOL Option Contracts financial
"Written SOL Option Contracts dated September 9, 2025, pursuant to which a bilateral framework"
Item 404(a) of Regulation S-K regulatory
"he may be deemed to have an indirect material interest in the transactions described above for purposes of Item 404(a) of Regulation S-K"

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FAQ

What board change did Forward Industries (FWDI) report on July 14, 2026?
Forward Industries appointed Michael Ashe, Chief Strategy Officer of Galaxy Digital Inc., to its Board of Directors effective July 14, 2026. He is not currently assigned to any board committee and is not expected to receive compensation for his board service.

How is Forward Industries (FWDI) working with Galaxy on share repurchases?
Forward Industries has a Share Repurchase Program Agreement with Galaxy Securities LLC allowing repurchases of up to 4,000,000 shares for a $0.0125 per-share fee. As of July 14, 2026, it has paid Galaxy Securities LLC approximately $90,000 in fees.

What digital currency loan arrangement does Forward Industries (FWDI) have with Galaxy?
Forward Industries entered a Master Digital Currency Loan Agreement with Galaxy Digital LLC, under which Galaxy may lend digital currency or USD. As of July 14, 2026, the company has paid approximately $373,000 in interest fees to Galaxy Digital LLC under this agreement.

What are the key terms of Forward Industries’ (FWDI) SOL option contracts with Galaxy?
A wholly owned subsidiary of Forward Industries has Written SOL Option Contracts with Galaxy Trading Mercury LLC. On a net basis, it has paid about $1,300,000 in premiums and about $3,700,000 to exercise options for approximately 46,000 SOL.

Will Michael Ashe be paid for serving on Forward Industries’ (FWDI) board?
Forward Industries does not anticipate that Michael Ashe will receive compensation for his board service. The company also notes he has no family relationships with its directors or executive officers tied to this appointment.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

 

FORM 8-K

______________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 14, 2026

 

Forward Industries, Inc.

(Exact name of registrant as specified in its charter)

 

Texas   001-34780   13-1950672
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)

 

111 Congress Avenue, Suite 500

Austin, Texas 78701

(Address of Principal Executive Office) (Zip Code)

 

(631) 547-3055

(Registrant’s telephone number, including area code)

 

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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share FWDI The NASDAQ Capital Market

 

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 ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

   

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 14, 2026, Forward Industries, Inc. (the “Company”) appointed Michael Ashe to serve as a member of the Company’s Board of Directors, effective immediately.

 

Mr. Ashe currently serves as the Chief Strategy Officer of Galaxy Digital Inc. (NASDAQ: GLXY) (“Galaxy”).

 

The Company has existing agreements with Galaxy and affiliated entities of Galaxy, including the Services Agreement dated September 10, 2025 and the Asset Management Agreement dated September 10, 2025. These agreements were previously described under the caption “Related Person Transactions” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on January 26, 2026 in connection with the Company’s Annual Meeting of Stockholders, which description is incorporated by reference into this Item 5.02, and has been updated, as applicable, in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2026, each of which description is incorporated by reference into this Item 5.02.

 

In addition to the transactions described in the foregoing incorporated disclosure, the Company and Galaxy (or affiliates of Galaxy) are parties to agreements as described below:

 

·Share Repurchase Program Agreement dated March 19, 2026, pursuant to which Galaxy Securities LLC is appointed to act as the Company’s agent to repurchase shares of its outstanding common stock in conformity with the safe harbor provisions of Rule 10b5-1 and Rule 10b-18, up to a maximum aggregate limit of 4,000,000 shares, in exchange for a fee of $0.0125 per share of common stock purchased, plus the cost of the repurchased shares and any applicable DWAC fees. As of July 14, 2026, the Company has paid approximately $90,000 in fees to Galaxy Securities LLC under this agreement.
   
·Master Digital Currency Loan Agreement dated February 27, 2026 with Galaxy Digital LLC (“Lender”) pursuant to which Lender may from time to time lend Digital Currency or USD to the Company on an open or term basis in exchange for a borrow fee. As of July 14, 2026, the Company has paid approximately $373,000 in interest fees to the Lender under this agreement.
   
·Written SOL Option Contracts dated September 9, 2025, pursuant to which a bilateral framework establishing credit support obligations to pledge and transfer eligible collateral to secure credit exposures under outstanding over-the-counter derivative transactions, between Galaxy Trading Mercury LLC and a wholly-owned subsidiary of the Company, in exchange for the mutual covenants, payments, deliveries, and credit support transfers specified under the Master Agreement, Schedule, and Credit Support Annex. As of July 14, 2026, on a net basis, the Company has paid approximately $1,300,000 to Galaxy Trading Mercury LLC in premium fees and paid approximately $3,700,000 to exercise options for approximately 46,000 SOL.

 

By virtue of Mr. Ashe’s position as Chief Strategy Officer of Galaxy, he may be deemed to have an indirect material interest in the transactions described above for purposes of Item 404(a) of Regulation S-K. Other than as set forth in the foregoing disclosure, Mr. Ashe has no direct or indirect material interest in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Ashe and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Ashe and any other person pursuant to which he was selected as a director. Mr. Ashe’s compensation at Galaxy is not tied to the performance of the Galaxy agreements described above

 

Mr. Ashe has not been appointed to serve on any committee of the Board. Additionally, the Company does not anticipate that Mr. Ashe will receive any compensation for his service on the Board.

 

 

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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: July 17, 2026 By: /s/ Michael Pruitt  
    Name: Michael Pruitt  
    Title: Interim Chief Executive Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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