STOCK TITAN

Forward Industries (FWDI) grows Solana treasury but posts $69M Q3 loss

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Forward Industries, Inc. reported fiscal third-quarter 2026 results showing rapid growth in its Solana-focused treasury business alongside very large GAAP losses driven by digital asset mark-to-market. Revenue for the quarter was $10.8 million, more than four times the prior-year period, primarily from staking and other treasury-related income.

The company increased its Solana exposure, adding 508,618 SOL during the quarter and a further approximately 254,000 SOL after quarter end, bringing holdings to about 7.8 million SOL and equivalents as of August 3, 2026, or roughly 1.3% of Solana’s circulating supply. SOL per share on a fully diluted basis rose 9% quarter over quarter to 0.0730, and to about 0.0754 by August 3.

Forward repurchased 2.56 million shares in the quarter, reducing common shares outstanding to 73.8 million, while also issuing 93,642 shares via an at-the-market program for $435,443 that was reinvested into SOL. GAAP results were heavily affected by a $49.8 million loss on digital assets and a $15.2 million impairment, contributing to a quarterly net loss of $69.0 million and a nine-month net loss of $937.7 million.

As of June 30, 2026, cash was $11.0 million and SOL treasury fair value was $555.3 million, against $105.0 million of debt at a 2.6% weighted average interest rate. Total net asset value was $481.3 million, versus a common equity market capitalization of $311.6 million, implying a discount to stated NAV.

Positive

  • Revenue exceeded $10.8 million, more than 4x year over year, driven mainly by Solana staking and treasury-related income, indicating strong traction in the company’s digital asset treasury strategy.
  • SOL holdings reached roughly 7.8 million SOL and equivalents by August 3, 2026, with SOL per share on a fully diluted basis up 9% quarter over quarter, showing growth in per-share exposure to Solana.
  • Net asset value of $481.3 million exceeded equity market cap of $311.6 million, implying the stock traded at a notable discount to the company’s stated NAV at quarter end.
  • Inclusion in the Russell 2000 and Russell 3000 indexes is expected by the company to broaden its institutional shareholder base and improve trading liquidity.

Negative

  • Quarterly net loss was $69.0 million, versus approximately $0.9 million a year earlier, reflecting significantly higher volatility-driven charges.
  • Loss on digital assets of $49.8 million and impairment of $15.2 million in the quarter, and $811.7 million loss plus $133.4 million impairment year-to-date, highlight substantial earnings sensitivity to Solana price movements.
  • Total assets fell to $602.5 million from $1.47 billion and shareholders’ equity declined to $474.2 million from $1.47 billion since September 30, 2025, reflecting large cumulative losses on digital assets.
  • Loans payable to related party and digital-asset lenders totaled about $117.5 million, including $105.0 million under a Galaxy Digital facility, introducing leverage and counterparty risk on the treasury.

Filing Explained

The filing adds a maximum $25 million OnRe liquidity commitment and identifies 103,525,881 fully diluted shares against 73,846,883 common shares outstanding.

This Form 8-K reports a material event and furnishes Forward’s financial results for the quarter ended June 30, 2026, along with conference-call information. The quarterly reporting is complete, while the filing also discloses a commitment of up to $25 million of liquidity to OnRe and capitalization of 73,846,883 common shares alongside a fully diluted count of 103,525,881.

The fully diluted figure includes listed warrants, options, restricted stock units, and other instruments; the filing does not present all of them as issued common shares. If additional shares are issued from those instruments, the resulting higher share count could reduce an existing holder’s percentage ownership.

The OnRe item is a maximum capacity within a commitment, not a stated amount actually provided.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q3 2026 Revenue $10,779,711 Revenue for the third quarter of fiscal 2026, over 4x prior-year period
Q3 2026 Net Loss $68,959,173 Net loss for the third quarter of fiscal 2026
Loss on Digital Assets Q3 $49,753,227 Loss on digital assets recorded in the third quarter of fiscal 2026
SOL Holdings 6/30/2026 7,552,698 SOL Total SOL and equivalents as of June 30, 2026
SOL per Share (Fully Diluted) 0.0730 SOL per share on a fully diluted basis as of June 30, 2026
Net Asset Value $481,328,023 Total net asset value as of June 30, 2026
Galaxy Digital Facility Debt $105,000,000 Debt outstanding under Galaxy Digital facility at 2.6% interest as of June 30, 2026
Cash Balance $10,965,165 Cash and cash equivalents as of June 30, 2026
Solana treasury strategy financial
"update on its SOL treasury strategy"
staking rewards financial
"The Company generated approximately 106,000 SOL in staking rewards"
Staking rewards are incentives given to individuals who commit their cryptocurrency holdings to support a blockchain network's operations, such as confirming transactions and maintaining security. Think of it like earning interest or dividends for locking up your savings or investments, encouraging people to keep their assets engaged in keeping the system running smoothly. For investors, staking rewards provide a way to earn passive income while helping to secure the network.
loss on digital assets financial
"The Company recorded a $49.8 million loss on digital assets"
at-the-market offering program financial
"issued 93,642 shares through its at-the-market offering program"
An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.
tokenized real-world assets financial
"total tokenized real-world asset market capitalization on Solana increased"
Tokenized real-world assets are physical or financial items — such as real estate, bonds, art, or commodities — represented by digital tokens on a secure online ledger, enabling ownership to be divided into small, tradable pieces. For investors this can mean easier buying and selling, lower minimum investments and faster settlement, but it also introduces technology, market and legal risks, so it's like turning a house into many tradeable shares with new rules and costs to consider.
net asset value financial
"Total net asset value"
Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.
Revenue $10,779,711 More than 4x increase versus $2,494,769 in Q3 2025
Net Loss $68,959,173 Higher loss versus approximately $850,022 in Q3 2025
SOL per Share (Fully Diluted) 0.0730 Up from 0.0669 as of March 31, 2026, a 9% sequential increase

FAQ

How did Forward Industries (FWDI) perform financially in Q3 fiscal 2026?

Forward Industries reported Q3 fiscal 2026 revenue of $10.8 million, more than four times the prior year, mainly from Solana treasury activities. The company recorded a net loss of $69.0 million, driven largely by non-cash loss and impairment charges on digital assets.

What are Forward Industries’ (FWDI) current Solana holdings and SOL per share?

As of June 30, 2026, Forward held 7,552,698 SOL and equivalents, increasing to 7,807,022 by August 3, 2026. SOL per share on a fully diluted basis rose from 0.0669 to 0.0730 quarter over quarter, and to about 0.0754 by August 3.

How large were Forward Industries’ (FWDI) losses on digital assets in Q3 2026?

In Q3 fiscal 2026, the company recorded a $49.8 million loss on digital assets and a $15.2 million impairment. For the first nine months of fiscal 2026, loss on digital assets totaled $811.7 million with an additional $133.4 million in impairments.

What is Forward Industries’ (FWDI) net asset value versus its market capitalization?

As of June 30, 2026, Forward reported total net asset value of $481.3 million. Its common stock market capitalization, based on 73.8 million shares at $4.22 per share, was $311.6 million, indicating a discount to the stated NAV.

What debt and liquidity position does Forward Industries (FWDI) report?

As of June 30, 2026, Forward had $11.0 million in cash and SOL treasury fair value of $555.3 million. Debt included $105.0 million outstanding under a Galaxy Digital facility at a 2.6% weighted average interest rate and $12.5 million in digital-asset loans.

How is Forward Industries (FWDI) using share repurchases and ATM offerings?

During Q3 fiscal 2026, Forward repurchased 2,561,376 shares, reducing common shares outstanding to 73,846,883. It also issued 93,642 shares through its at-the-market program, raising $435,443, which management deployed into additional SOL purchases.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000038264 0000038264 2026-08-12 2026-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

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): August 12, 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)

 

(512) 256-9040

(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 2.02. Results of Operations and Financial Condition.

 

On August 12, 2026, Forward Industries, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. 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 2.02 and 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 2.02, Item 7.01, and Exhibit 99.1 shall not be incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01. Regulation FD Disclosure.

 

On August 12, 2026, the Company issued a press release in conjunction with a conference call to discuss its financial results for the quarter ended June 30, 2026. The call is scheduled for August 12, 2026 at 5:00 p.m. Eastern Time.

 

Interested parties may participate in the live conference call via telephone or webcast. To join by telephone, please dial one of the following numbers:

 

Participants may dial 877-407-2991 or +1 201-389-0925 for international callers. Alternatively, a live audio webcast of the conference call will be accessible at https://event.webcasts.com/starthere.jsp?ei=1768620&tp_key=64a01beccb.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No.   Exhibit Description
99.1  

Press Release, dated August 12, 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: August 12, 2026 By: /s/ Michael Pruitt  
    Name: Michael Pruitt  
    Title: Interim Chief Executive Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

Forward Industries Reports Fiscal Third Quarter 2026 Financial and Operating Results

 

Management to Host Conference Call Today at 5:00 p.m. Eastern Time

 

AUSTIN, TX, August 12, 2026 – Forward Industries, Inc. (NASDAQ: FWDI) (the “Company” or “Forward”), the leading Solana treasury company, today announced its financial and operating results for its fiscal third quarter ended June 30, 2026, along with an update on its SOL treasury strategy.

 

“Fiscal Q3 was another strong period of execution for Forward as we expanded our Solana treasury while delivering meaningful growth in SOL per share,” said Kyle Samani, Chairman of Forward Industries. “During the quarter, we acquired, through purchases and staking, more than 500,000 SOL and increased SOL per share on a fully diluted basis by 9% quarter over quarter. We also repurchased more than 2.5 million shares of Forward common stock, reflecting our disciplined approach to capital allocation and focus on driving per-share value. Our inclusion in the Russell 2000 and Russell 3000 indexes represents another important milestone and reflects the institutional recognition Forward has achieved in a relatively short period of time. Solana’s underlying fundamentals also continued to strengthen, with accelerating transaction activity, application revenue and adoption of tokenized real-world assets. Despite continued volatility across digital asset markets, we believe Forward’s permanent capital base, industry-leading access to capital and position as the world’s largest Solana treasury company provide us with a significant opportunity to grow SOL per share, pursue accretive acquisitions and deepen our participation across the Solana ecosystem.”

 

Operational Highlights

 

 ·Increased SOL Holdings: Forward increased its SOL and SOL equivalent holdings by 508,618 SOL during its fiscal third quarter 2026. Subsequent to quarter end, from July 1 through August 3, 2026, the Company increased its holdings by an additional approximate 254,000 SOL at an average cost of approximately $75 per SOL, bringing total SOL and SOL equivalent holdings to approximately 7.8 million SOL1 and SOL equivalents as of August 3, 2026.
   
 ·Added to the Russell 2000 and Russell 3000 Indexes: Effective June 29, 2026, Forward was added to the Russell 2000 and Russell 3000 indexes as part of the annual index reconstitution. The Company believes its inclusion will broaden its institutional shareholder base, enhance trading liquidity and increase its visibility among investors that benchmark against or passively track the Russell indexes.
   
·OnRe Investment Update: In May 2026, Forward invested in OnRe, a Solana-based tokenized reinsurance platform, and committed to provide up to $25 million of liquidity to its ONyc token. Since the investment, ONyc’s market capitalization increased 73% from approximately $142.7 million to approximately $247.4 million as of the end of June 2026, while the total tokenized real-world asset market capitalization on Solana increased from approximately $2.5 billion to more than $3.3 billion. The investment supports Forward’s broader strategy to generate diversified, U.S. dollar-denominated yield while supporting the growth of Solana-native financial infrastructure.
   
 ·Executed Accretive Share Repurchases: During the quarter, Forward repurchased 2,561,376 shares of common stock when management determined that doing so was accretive to SOL per share. Common shares outstanding declined to 73,846,883 as of June 30, 2026, from 76,314,617 as of March 31, 2026.
   
 ·Utilized At-the-Market Program Selectively: This quarter, the Company issued 93,642 shares through its at-the-market offering program for gross proceeds of $435,443. The shares were issued at prices management determined were accretive to SOL per share, and the proceeds were deployed into additional SOL purchases.

 

 

_______________

1 Includes SOL, fwdSOL, pledged SOL, and SOL equivalents

 

 1 

 

 

 ·Advanced M&A Strategy: Forward continued to actively evaluate potential acquisitions of digital asset treasury companies and other strategic businesses. The Company’s acquisition criteria remain focused on transactions that increase the scale of its SOL treasury and are accretive to SOL per share and investors.

 

Forward Industries Solana Treasury Update

 

·Treasury Holdings: As of June 30, 2026, the Company held 7,552,698 SOL and SOL equivalents, compared with 7,044,079 SOL as of March 31, 2026. As of August 3, 2026, Forward held 7,807,022 SOL and SOL equivalents, representing approximately 1.3% of Solana’s circulating supply.
   
·SOL per Share: SOL per share on a fully diluted basis increased to 0.0730 as of June 30, 2026, from 0.0669 as of March 31, 2026, representing sequential growth of 9%, or approximately 36% on an annualized basis. As of August 3, 2026, the Company grew SOL per share further to approximately 0.0754.
   
·Staking: Forward continued to stake nearly all of its SOL holdings to the Forward Validator, which remained a top ten Solana validator with approximately 1.8% of network stake weight. The Company generated approximately 106,000 SOL in staking rewards during its fiscal third quarter 2026, bringing cumulative staking rewards since the launch of its treasury strategy in September 2025 to approximately 300,000 SOL.

 

Ryan Navi, Forward’s Chief Investment Officer, added, “Forward’s scale, permanent capital base and access to institutional financing give us a broad set of tools to create long-term shareholder value across different market environments. Since quarter end, we have added another 254,325 SOL and SOL equivalents at an average purchase cost below our fiscal third-quarter average, further increasing both the scale of our treasury and SOL per share. Beyond our core treasury strategy, we are pursuing opportunities to generate diversified sources of yield, deepen our participation in the Solana ecosystem and expand the capabilities of our platform. Our investment in OnRe reflects that approach by supporting Solana-native financial infrastructure while adding the potential for uncorrelated, U.S. dollar-denominated returns. We also believe current market conditions are creating compelling opportunities for consolidation, and we are actively evaluating acquisitions that can strengthen our competitive position, increase the scale of our treasury and drive durable value for Forward shareholders.”

 

Q3 Fiscal 2026 Financial Summary (vs. Q3 Fiscal 2025)

 

·Revenue: Revenue for the third quarter of fiscal 2026 increased more than 4x to $10.8 million, compared with $2.5 million in the prior year period. The increase was primarily driven by staking and other treasury-related revenue generated through the Company’s Solana treasury strategy.
   
Selling, General and Administrative Expenses: SG&A expenses were $7.4 million, compared to $1.9 million in the prior-year period. The fiscal third quarter figure included $3.1 million of stock-based compensation. Excluding stock-based compensation, SG&A expenses were $4.3 million. Forward remains on track to reduce average quarterly SG&A expenses, excluding stock-based compensation, to approximately $4.8 million.
   
Loss on Digital Assets: The Company recorded a $49.8 million loss on digital assets and a $15.2 million impairment of digital assets. These U.S. GAAP-required charges reflect changes in the estimated fair value of the Company’s digital assets during the period and do not represent realized sales or cash outflows.

 

 

 

 2 

 

 

Net Loss: Net loss for the third quarter of fiscal 2026 was $69.0 million, or $0.80 per share, compared with a net loss of approximately $850,000, or $0.77 per share, in the prior-year period.
   
Balance Sheet: As of June 30, 2026, Forward had approximately $11.0 million of cash and SOL holdings with a carrying value of approximately $556.9 million. The Company had $105.0 million of debt outstanding under its Galaxy Digital facility at a weighted average interest rate of approximately 2.6%. Leverage relative to the Company’s treasury assets was in the mid-to-high teens.

 

Conference Call and Webcast Details

 

The Company will host a conference call today, August 12, 2026, to discuss its financial and operating results for the three months ended June 30, 2026.

 

Forward's executive team will host the conference call and webcast presentation, followed by a question-and-answer period.

 

Date: Wednesday, August 12, 2026

Time: 5:00 p.m. ET

Toll-free dial-in number: (877) 407-2991

International dial-in number: (201) 389-0925

 

Webcast: FWDI FQ3'26 Earnings Conference Call

 

Participants can also access the Company’s earnings call using the call in option here for instant telephone access to the event, which will be active approximately 15 minutes before the scheduled start time.

 

If you have any difficulty registering or connecting with the conference call, please contact Elevate IR at (720) 330-2829.

 

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, 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 Company's plan for value creation and strategic advantages, expected cost reductions, 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; the ability to realize anticipated cost savings from the cost reduction plan; 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 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.

 

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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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

       
   June 30,  September 30,
   2026  2025
   (Unaudited)   
Assets      
Current assets:          
Cash  $10,965,165   $38,166,973 
Marketable equity securities, at fair value   2,317,500     
Accounts receivable, net of allowances for credit losses of $97,964 and $92,358 as of June 30, 2026 and September 30, 2025, respectively     1,916,677       1,635,171  
Contract assets   476,175    1,064,264 
Digital assets receivable - related party   134,729     
Derivative assets   4,925,557     
Prepaid expenses and other current assets   1,383,828    355,548 
Total current assets   22,119,631    41,221,956 
           
Digital assets   335,848,635    1,430,486,289 
Digital assets - restricted   1,217,050     
Digital assets pledged as collateral with related party   239,518,295     
Investment   1,900,943     
Property and equipment, net   57,955    124,331 
Operating lease right-of-use assets, net   814,027    2,303,776 
Other assets   1,058,128    806,137 
Total assets  $602,534,664   $1,474,942,489 
           
Liabilities and shareholders’ equity          
           
Current liabilities:          
Loans payable - related party  $105,000,000   $ 
Loans payable - digital assets   12,519,409     
Accounts payable   283,510    433,044 
Accounts payable - related party   553,787    923,513 
Deferred income   504,879    292,525 
Derivative liabilities   7,344,162     
Current portion of operating lease liability   437,725    450,949 
Accrued expenses and other current liabilities   1,130,726    623,512 
Total current liabilities   127,774,198    2,723,543 
           
Other liabilities:          
Operating lease liability, less current portion   549,254    2,094,079 
Total liabilities   128,323,452    4,817,622 
           
Commitments and contingencies        
           
Shareholders’ equity:          
Common stock, $0.01 par value; 300,000,000 shares authorized; 87,163,107 and 73,846,883 shares issued and outstanding, respectively, at June 30, 2026; 86,145,514 shares issued and outstanding at September 30, 2025     871,631       861,455  
Treasury Stock, at cost, 13,316,224 and 0 shares at June 30, 2026 and September 30, 2025, respectively     (69,862,786 )      
Additional paid-in capital   1,667,506,242    1,655,874,892 
Accumulated deficit   (1,124,303,875)   (186,611,480)
Total shareholders’ equity   474,211,212    1,470,124,867 
Total liabilities and shareholders’ equity  $602,534,664   $1,474,942,489 

 

 

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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

             
   For the Three Months Ended June 30,  For the Nine Months Ended June 30,
   2026  2025  2026  2025
             
Revenues, net  $10,779,711   $2,494,769   $45,176,076   $10,242,151 
Cost of sales   4,075,748    3,115,727    12,550,687    9,908,850 
Gross profit   6,703,963    (620,958)   32,625,389    333,301 
                     
Sales and marketing expenses   639,023    139,683    1,743,907    447,608 
General and administrative expenses   5,767,407    1,799,140    12,604,049    4,940,264 
General and administrative expenses - related party   1,025,354        6,947,775     
Loss on digital assets   49,753,227        811,671,684     
Impairment of digital assets   15,221,955        133,359,324     
Derivative loss, net   4,560,874        4,291,848     
Goodwill impairment               225,000 
Operating loss   (70,263,877)   (2,559,781)   (937,993,198)   (5,279,571)
                     
Interest income   (72,205)   (6,964)   (390,873)   (35,506)
Interest income - related party           (549,282)    
Interest expense - related party   516,937    12,099    576,353    35,901 
Gain on change in fair value of marketable equity securities   (17,336)       (17,336)    
Gain on change in fair value of warrant liability       (160,223)       (160,223)
Other (income)/ expense, net       (340)       4,594 
Loss from continuing operations before income taxes   (70,691,273)   (2,404,353)   (937,612,060)   (5,124,337)
(Benefit from) / provision for income taxes   (1,732,100)       80,335     
Loss from continuing operations   (68,959,173)   (2,404,353)   (937,692,395)   (5,124,337)
Income from discontinued operations, net of tax       1,554,331        2,114,639 
Net loss   (68,959,173)   (850,022)   (937,692,395)   (3,009,698)
                     
Deemed dividend on Series B Convertible Preferred Stock       (10,278)       (10,278)
Net loss attributable to common shareholders  $(68,959,173)  $(860,300)  $(937,692,395)  $(3,019,976)
                     
                     
Basic (loss)/earnings per share :                    
Basic loss per share from continuing operations  $(0.80)  $(2.17)  $(10.02)  $(4.65)
Basic earnings per share from discontinued operations       1.40        1.92 
Basic loss per share  $(0.80)  $(0.77)  $(10.02)  $(2.73)
                     
Diluted (loss)/earnings per share:                    
Diluted loss per share from continuing operations  $(0.80)  $(2.17)  $(10.02)  $(4.65)
Diluted earnings per share from discontinued operations       1.40        1.92 
Diluted loss per share  $(0.80)  $(0.77)  $(10.02)  $(2.73)
                     
Weighted average common shares outstanding:                    
Basic   86,694,282    1,113,670    93,587,982    1,105,269 
Diluted   86,694,282    1,113,670    93,587,982    1,105,269 

 

 

 6 

 

 

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CAPITALIZATION TABLE

As of June 30, 2026

 

 

Net Asset Value Calculation  Quantity   Price   Value ($) 
Total FV of SOL Treasury*   7,552,698   $73.53   $555,349,858 
Other digital assets - FV   36,874,674    Various    20,013,000 
Cash and cash equivalents   10,965,165   $1.00    10,965,165 
Institutional debt   (105,000,000)  $1.00    (105,000,000)
Total net asset value            $481,328,023 

 

Capitalization Table  Quantity   Price   Market Cap ($)   NAY/Sh   mNAV 
Common shares   73,846,883   $4.22   $311,633,846   $6.52    0.647x 
In-the-money warrants - vested   12,272,101    0.001                
In-the-money options - vested   24,010    3.73                
In-the-money options - unvested                        
Restricted stock units - unvested   950,996                     
In-the-money fully diluted share count   87,093,990    4.22    367,536,638    5.53    0.764x 
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   446,883    9.59                
Out-of-the-money options - unvested   1,340,773    9.73                
Performance stock units - unvested   1,156,736                     
Fully diluted share count   103,525,881   $4.22   $436,879,218   $4.65    0.908x 

 

* Includes SOL, fwdSOL, pledged SOL, and excludes borrowed SOL

 

 

 

 

 

 

 7 

Filing Exhibits & Attachments

4 documents