Forward Industries adds Barclays to up to $4B offering
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Rhea-AI Filing Summary
Forward Industries, Inc. (FWDI) reported that from October 1, 2026 through November 9, 2026, SOL and SOL-equivalent holdings increased by 226,396 (2.7%) to 8,727,694 from 8,501,298 as of September 30, 2026, representing approximately 1.5% of Solana’s circulating supply. SOL per fully diluted share rose to 0.0824 from 0.0806, a 2.3% increase over 40 days. Net asset value was $600,251,077 as of November 9; figures are preliminary and unaudited.
An amended and restated at-the-market sales agreement adds Barclays alongside Cantor; the company may sell common stock through the agents from time to time for an aggregate gross sales price of up to $4,000,000,000. Forward also secured a $50 million, two-year credit facility at SOFR + 150 basis points, floored at SOFR at origination, secured by treasury SOL that remains staked without rehypothecation. It committed up to $50 million to USHP, co-anchoring its $100 million launch, and acquired a strategic minority interest and warrants in Index Industries. The company cautioned that the partial-quarter information is not indicative of full-quarter results.
Filing Explained
The preliminary, unaudited quarter-to-date table shows net asset value fell from
8-K Event Classification
Key Figures
Key Terms
at-the-market financial
rehypothecation financial
staking yield technical
fully diluted financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much SOL does FWDI hold?
What is the size of FWDI’s at-the-market sales program?
What are the terms of FWDI’s credit facility?
What is FWDI’s USHP commitment, and how does it plan to use USHPi?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
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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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| 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:
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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.
Sales Agreement
As previously disclosed, on September 16, 2025, Forward Industries, Inc. (the “Company”), entered into a Controlled Equity Offering℠ Sales Agreement (the “Prior Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), relating to the sale of shares of its common stock, par value $0.01 per share, having an aggregate gross sales price of up to $4,000,000,000.
On November 9, 2026, the Company, Cantor and Barclays Capital Inc. (“Barclays” and, together with Cantor, the “Agents” and each, an “Agent”) amended and restated the Prior Sales Agreement (as amended and restated, the “A&R Sales Agreement”) to add Barclays as an additional Agent. Pursuant to the A&R Sales Agreement, from time to time the Company may offer and sell through the Agents, as sales agents, the Shares.
The foregoing description of the A&R Sales Agreements is only a summary and is qualified in its entirety by reference to the full text of the A&R Sales Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 10, 2026, the Company issued a press release providing a mid-quarter update on its SOL treasury strategy, including certain preliminary, unaudited financial and operating information as of and for the period from October 1, 2026 through November 9, 2026, a portion of the Company’s first quarter of fiscal 2027, which began on October 1, 2026 and has not yet been completed. The press release includes, among other things, the Company’s SOL and SOL equivalent holdings, SOL per fully diluted share, net asset value and capitalization as of November 9, 2026, as compared to September 30, 2026, and an update on certain of the Company’s strategic developments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in the press release is based on information available to the Company as of the date thereof, has not been reviewed or audited by the Company’s independent registered public accounting firm, and does not represent a complete or final presentation of the Company’s financial condition or results of operations for the quarter. Information as of September 30, 2026 remains subject to the completion of the audit of the Company’s financial statements for the fiscal year ended September 30, 2026. The Company’s results for the full quarter will depend on, among other things, the Company’s performance and market conditions, including fluctuations in the price of SOL, during the remainder of the quarter, and remain subject to the completion of the Company’s quarter-end financial closing procedures and any adjustments that may result therefrom. Accordingly, the information in the press release should not be viewed as indicative of the Company’s results for the full quarter or any future period, and actual results may differ materially.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated Controlled Equity Offering℠ Sales Agreement, dated November 9, 2026, by and among Forward Industries, Inc., Cantor Fitzgerald & Co. and Barclays Capital Inc. | |
| 99.1 | Press Release of Forward Industries, Inc., dated November 10, 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: November 10, 2026 | By: | /s/ Michael Pruitt | |
| Name: Michael Pruitt | |||
| Title: Interim Chief Executive Officer | |||
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Exhibit 99.1
Forward Industries Grows SOL Holdings to approximately 8.7 Million SOL, Increasing SOL per Share to 0.0824
SOL per Share Up 2.3% since September 30, 2026, approximately 21% on an annualized basis.
AUSTIN, TX, November 10, 2026 – Forward Industries, Inc. (NASDAQ: FWDI) (the “Company” or “Forward”), the leading Solana treasury company, today provided a mid-quarter update on its SOL treasury strategy for its fiscal first quarter of 2027, which began October 1, 2026. From October 1, 2026 through November 9, 2026, Forward increased its SOL and SOL equivalent holdings by 226,396 SOL, or 2.7%, from 8,501,298 as of September 30, 2026 to 8,727,694 as of November 9, 2026, representing approximately 1.5% of Solana’s circulating supply.1 The SOL added during the period came at an average cost of $75 per SOL.2
SOL per share on a fully diluted basis increased to 0.0824 as of November 9, 2026, from 0.0806 as of September 30, 2026, representing growth of 2.3% over the 40-day period, or approximately 21% on an annualized basis.3
| ● | In addition to continued SOL and SOL per share growth, Forward announced multiple strategic developments: | |
| ● | Secured a $50 million credit facility at an interest rate of SOFR + 150 basis points (Floored at SOFR at Origination Date) and with a term of two years. The facility is provided by a federally chartered, FDIC-insured national bank, and is secured by SOL held in Forward’s treasury. The longer-dated, two-year facility lets Forward borrow against its SOL while the pledged collateral remains staked and continues to earn native staking yield, with no rehypothecation. Forward intends to use the proceeds to accelerate its SOL++ strategy. | |
| ● | Committed up to $50 million to USHP, which Forward believes is the first tokenized liquid index product tracking U.S. home prices, co-anchoring its $100 million launch. Through USHPi, USHP’s income-bearing token, Forward expects to earn U.S. dollar income sourced from the housing market, which it intends to direct toward SOL accumulation. Forward intends to work with USHP to expand to Solana in 2027. In connection with its commitment, Forward also acquired a strategic minority interest in Index Industries, along with warrants to acquire additional Index Industries equity. | |
| ● | Added Barclays as a sales agent to Forward’s at-the-market (“ATM”) equity offering program, alongside Cantor, broadening Forward’s access to institutional demand as it continues to grow SOL per share. |
“Just six weeks into the quarter, we have increased SOL per share by 2.3% and added approximately 226,000 SOL to our holdings, marking a strong start to our fiscal year,” said Ryan Navi, Chief Investment Officer of Forward Industries. “We are also putting our all-weather SOL++ strategy into action, securing a $50 million credit facility and allocating capital to USHP. These steps advance our vision to build the ‘Berkshire Hathaway of Solana’ by growing SOL per share and creating durable value for shareholders.”
Quarter-to-Date Summary
| September 30, 2026 | November 9, 2026 | |||||||
| SOL and SOL equivalents | 8,501,298 | 8,727,694 | ||||||
| Percent of SOL circulating supply | ~1.4% | ~1.5% | ||||||
| SOL per fully diluted share | 0.0806 | 0.0824 | ||||||
| Fully diluted shares outstanding | 105,535,801 | 105,933,854 | ||||||
| Common shares outstanding | 76,288,215 | 76,288,215 | ||||||
| Cash and marketable securities | $ | 7,292,000 | $ | 5,247,704 | ||||
| Institutional debt outstanding | $ | 167,500,000 | $ | 187,500,000 | ||||
| Net asset value | $ | 870,382,702 | $ | 600,251,077 | ||||
| mNAV (fully diluted) | 0.946 | x | 0.976 | x | ||||
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Capitalization Table
The tables below present Forward’s net asset value and capitalization as of November 9, 2026. Figures are preliminary and unaudited and are provided as a mid-quarter update.4
| Net Asset Value Calculation | Quantity | Price | Value ($) | |||||||||
| Total FV of SOL Treasury* | 8,727,694 | $ | 86.61 | $ | 755,905,553 | |||||||
| Other digital assets – FV | 42,741,109 | Various | $ | 26,597,820 | ||||||||
| Cash & Marketable Securities | $ | 5,247,704 | $ | 1.00 | $ | 5,247,704 | ||||||
| Institutional debt | $ | (187,500,000 | ) | $ | 1.00 | $ | (187,500,000 | ) | ||||
| Total net asset value | $ | 600,251,077 | ||||||||||
* Includes SOL, fwdSOL, pledged SOL, and excludes borrowed SOL
| Capitalization Table | Quantity | Price | Market Cap ($) |
NAV/Sh | mNAV | |||||||||||||||
| Common shares | 76,288,215 | $ | 5.53 | $ | 421,873,829 | $ | 7.87 | 0.703 | x | |||||||||||
| In-the-money warrants – vested | 12,272,101 | $ | 0.00 | |||||||||||||||||
| In-the-money options – vested | 449,010 | $ | 4.86 | |||||||||||||||||
| In-the-money options – unvested | 240,000 | $ | 4.98 | |||||||||||||||||
| Restricted stock units – unvested | 1,050,996 | |||||||||||||||||||
| In-the-money fully diluted share count | 90,300,322 | $ | 5.53 | $ | 499,360,781 | $ | 6.65 | 0.832 | x | |||||||||||
| Advisor and lead investor warrants | 13,376,388 | $ | 0.01 | |||||||||||||||||
| Out-of-the-money warrants – vested | 111,111 | $ | 6.50 | |||||||||||||||||
| Out-of-the-money options – vested | 199,103 | $ | 15.22 | |||||||||||||||||
| Out-of-the-money options – unvested | 1,071,606 | $ | 12.97 | |||||||||||||||||
| Performance stock units – unvested | 875,324 | |||||||||||||||||||
| Fully diluted share count | 105,933,854 | $ | 5.53 | $ | 585,814,213 | $ | 5.67 | 0.976 | x | |||||||||||
Notes
1 “SOL Holdings” and “SOL and SOL equivalents” includes SOL, fwdSOL, and pledged SOL; and excludes borrowed SOL.
2 Average cost reflects purchased SOL and SOL earned through staking, and ascribes no cash cost to SOL earned through staking.
3 SOL per share on a fully diluted basis is total SOL and SOL equivalents divided by fully diluted shares outstanding. Because this update covers a partial quarter, annualized growth is the percentage change since September 30, 2026 multiplied by 365 and divided by the number of days in the period.
4 Figures are preliminary and unaudited. Figures as of September 30, 2026 remain subject to completion of the Company’s annual audit. Net asset value is the fair value of treasury and other assets less institutional debt. mNAV is the FWDI share price divided by net asset value per share.
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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Cautionary Statement Regarding 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. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. 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,” “target,” “intend,” “potential,” “should,” “continue,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to the Company’s SOL treasury strategy and its ability to grow SOL and SOL per share, the Company’s plan for value creation and strategic advantages, the Company’s expectations regarding the Solana ecosystem and the market for tokenized real-world assets, the Company’s use of proceeds from its credit facility, the performance of the Company’s investments, including its commitment to USHP and its investment in Index Industries, 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: the failure to realize the anticipated benefits of the digital asset treasury strategy; the extreme volatility of the price of Solana and other digital assets, including the risk of rapid and substantial declines or increases in price; the risk that preliminary and unaudited financial and operating information included in this press release (including information as of September 30, 2026) may change in connection with the completion of the Company’s annual audit or its quarterly closing procedures; the volume and timing of sales under the at-the-market offering program and of repurchases under the share repurchase program; 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, including the risk that declines in the price of SOL pledged as collateral could require the Company to post additional collateral or repay borrowings; 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 in which the Company has invested, including that such investments may decline in value or become worthless; 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, including potential changes in regulatory treatment or new regulations that could adversely affect the Company’s strategy; cybersecurity and custody risks relating to the Company’s digital asset holdings; risks relating to the treatment of digital assets for U.S. federal and state and foreign tax purposes; and other risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and subsequent filings with the Securities and Exchange Commission. 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, whether as a result of new information, future events or otherwise, except as required by law.
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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