Forward Industries raises about $25M in share sale
Net proceeds are intended for Solana purchases, working capital and general corporate purposes.
Rhea-AI Filing Summary
Forward Industries, Inc. completed a registered direct offering on September 24, 2026, selling 3,125,000 shares of common stock to an institutional investor at $8.00 per share. The company received approximately $25,000,000 in gross proceeds before placement-agent fees and other estimated offering expenses. It intends to use net proceeds for the purchase of Solana, working capital and general corporate purposes. The shares were offered under the company’s effective shelf registration statement.
A.G.P./Alliance Global Partners served as the company’s exclusive placement agent. Forward agreed to pay it a cash fee of 5% of gross proceeds and reimburse certain accountable legal expenses up to $50,000 in aggregate. For 15 days after closing, Forward agreed, subject to limited exceptions, not to issue or announce common stock or Common Stock Equivalents, or file a registration statement. From September 22, 2026, until 15 days following closing, it also agreed, subject to exempt issuances, not to effect or agree to an issuance involving a Variable Rate Transaction.
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Filing Explained
The offering closed with the sale of 3,125,000 common shares; issuing additional shares increases the share count and reduces existing holders’ percentage ownership absent offsetting changes.
8-K Event Classification
Key Figures
Key Terms
registered direct offering financial
shelf registration statement regulatory
Common Stock Equivalents financial
Variable Rate Transaction financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 1.01 Entry into a Material Definitive Agreement.
On September 22, 2026, Forward Industries, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Offering”) under the Securities Act of 1933 (the “Securities Act”), an aggregate of 3,125,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”). Each Share was offered and sold at an offering price of $8.00 prior to deducting placement agent fees and other offering expenses.
The Offering closed on September 24, 2026. The Company received gross proceeds from the Offering of approximately $25,000,000, before deducting placement agent fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for the purchase of Solana, working capital and general corporate purposes.
In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the Company’s exclusive placement agent in connection with the Offering. As compensation for the services provided by the Placement Agent in connection with the Offering, the Company agreed to pay the Placement Agent a cash fee of 5% of the gross proceeds which will be received by the Company from the sale of the Shares at the closing of the Offering. The Company also agreed to reimburse the Placement Agent for certain accountable expenses related to its legal fees incurred in connection with its services as placement agent in an amount not to exceed $50,000 in the aggregate.
The Shares were offered by the Company pursuant to the Company’s effective shelf registration statement on Form S-3ASR (File No. 333-290312) filed with the Securities and Exchange Commission (the “SEC”) and the related prospectus supplement and accompanying prospectus supplement.
Pursuant to the Purchase Agreement, the Company agreed that: (a) for a period of 15 days after the closing date of the Offering, the Company will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or (ii) file any registration statement or any amendment or supplement thereto, in each case subject to certain limited exceptions; and (b) from the date of the Purchase Agreement and until 15 days following the closing date of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain Exempt Issuances (as defined in the Purchase Agreement).
The legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing descriptions of the Purchase Agreement and Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Securities Purchase Agreement and Placement Agency Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, hereto and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 24, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 8.01. Other Events.
The Description of Securities Registered Pursuant to Section 12 of the Exchange Act (the “Description of Securities”) attached as Exhibit 4.1 to this Current Report on Form 8-K is filed for the purpose of updating the Description of Securities contained in Exhibit 4.1 to our Form 10-K filed with the SEC on December 27, 2019.
The Description of Securities modifies and supersedes any prior Description of Securities of the Company in any registration statement or report filed with the SEC and will be available for incorporation by reference into certain of the Company’s filings with the SEC pursuant to the Securities Act, the Exchange Act, and the rules and forms promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | |
| 5.1 | Legal Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Placement Agency Agreement, dated as of September 22, 2026 by and between Forward Industries, Inc. and A.G.P./Alliance Global Partners | |
| 23.1 | Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated September 24, 2026 (furnished herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 24, 2026 | By: | /s/ Michael Pruitt | |
| Name: Michael Pruitt | |||
| Title: Interim Chief Executive Officer | |||
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Exhibit 99.1
Forward Industries Completes $25 Million Registered Direct Offering with an Institutional Investor
Proceeds to Expand SOL Holdings and Accelerate SOL Per Share Growth
AUSTIN, TX, Sept. 24, 2026 -- Forward Industries, Inc. (NASDAQ: FWDI) (the “Company” or “Forward”), the leading Solana treasury company, today announced the closing of its previously announced registered direct offering with an institutional investor. The Company sold 3,125,000 shares of its common stock at a price of $8.00 per share. Forward received gross proceeds of approximately $25 million, before deducting placement agent fees and other offering expenses, and intends to use the net proceeds primarily to acquire additional SOL.
“Forward is growing rapidly, and we are strengthening our financial position as we scale. We secured substantial institutional capital in a single transaction on terms we believe are favorable, without adding ongoing balance sheet obligations. This financing positions us to expand our SOL treasury and increase SOL per share—the measure of growth that matters most to our shareholders. We now have additional capital to extend our competitive lead and pursue opportunities from a position of strength. Our progress reflects disciplined capital allocation and a clear focus on translating treasury growth into lasting shareholder value,” said Ryan Navi, Chief Investment Officer of Forward.
The shares were offered pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-290312), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2025. A prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
A.G.P./Alliance Global Partners acted as sole placement agent for the offering.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Forward Industries, Inc.
Forward Industries, Inc. (NASDAQ: FWDI) is a Solana focused digital asset treasury company, with the strategy to buy, hold, stake, trade, invest in, and grow SOL and SOL related digital assets, protocols and businesses. Forward’s mission is to expand and strengthen the Solana ecosystem by acquiring and staking SOL and engaging with, providing tools to and investing in the Solana network, Solana developers and Solana related projects in order to increase shareholder value. In connection with a private placement transaction in September 2025, Forward launched a digital asset treasury strategy supported by industry leading investors and operating partners including Galaxy Digital and Jump Crypto. For more information on the Company’s Solana treasury strategy, visit www.forwardindustries.com.
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Forward Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to the anticipated use of proceeds from the offering, the expected impact of the offering on SOL per share, the Company’s plan for value creation and strategic advantages, and market size and growth opportunities. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others: failure to realize the anticipated benefits of the digital asset treasury strategy; changes in business, market, financial, political, and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies and the incurrence of indebtedness; the risk that the price of the Company’s common stock may be highly correlated to the price of the digital assets that it holds; risks related to the performance and expected return of the companies and projects that the Company has invested in; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; as well as those risks and uncertainties identified in the Company’s filings with the SEC. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. Investors should not place undue reliance on forward-looking statements.
Contacts
Media Contact
comms@forwardindustries.com
Investor Relations Contact
Sean Mansouri, CFA / Aaron D’Souza
Elevate IR
(720) 330-2829
ir@forwardindustries.com
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