Forward Industries: Galaxy holds 8.11M shares
The warrants are subject to a 9.99% beneficial ownership limitation, while Advisor Warrant exercise depends on staged price thresholds.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
3
Rhea-AI Filing Summary
Forward Industries, Inc. (FWDI) has Galaxy Digital, LP listed as a 10% owner, with holdings as of May 14, 2026 of 8,108,109 common shares and warrants covering 1,783,519 and 4,458,796 underlying shares. The report followed a decrease in the issuer’s reported outstanding common shares, not an acquisition by the reporting persons. The six reporting persons are listed as 10% owners; Galaxy Digital, LP is holder of record, and Galaxy Digital GP LLC, Galaxy Digital Holdings LP, Galaxy Digital Inc., Galaxy Group Investments LLC and Michael E. Novogratz may be deemed to share beneficial ownership.
Insights
Analyzing...
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Galaxy Digital, LP, Galaxy Digital GP LLC, Galaxy Digital Holdings LP, Galaxy Digital Inc., Galaxy Group Investments LLC, Novogratz Michael
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrants (right to buy) F6, F3, F4, F5, F2 | -- | -- | -- |
| holding | Advisor Warrants (right to buy) F7, F8, F4, F5, F2 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants (right to buy) — 1,783,519 contracts (Direct);
Advisor Warrants (right to buy) — 4,458,796 contracts (Direct);
Common Stock — 8,108,109 shares (Direct)
Footnotes (8)
- F1. On September 6, 2025, Issuer, entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain accredited investors, including Galaxy Digital LP ("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 of Common Stock, at an offering price of $18.50, and/or pre-funded warrants in lieu thereof (the "Pre-Funded Warrants") to purchase shares of Common Stock 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.
- F2. GD LP is the holder of record of the securities reported herein. Galaxy Digital GP LLC ("GD GP") is the general partner of GD LP and wholly owned by Galaxy Digital Holdings LP ("GD Holdings LP"). Galaxy Digital Inc. ("GD Inc.") is the general partner of GD Holdings LP. Galaxy Group Investments LLC ("GGI") holds approximately 49% of the voting power over GD Inc. and is managed by Michael E. Novogratz ("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.
- F3. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such warrants are fully exercised. The 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 the 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%.
- F4. 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 Common Stock and Pre-Funded Warrants 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.
- F5. The number of shares of Common Stock into which the Pre-Funded Warrants and Advisor Warrants 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 Pre-Funded Warrants and/or the Advisor Warrants to the extent that such exercise would cause the Reporting Persons' aggregate beneficial ownership to exceed or remain above the Ownership Limitation.
- F6. The unfunded exercise price of each Pre-Funded Warrant equals $0.00001 per underlying share of Common Stock. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to certain adjustments.
- F7. The Advisor Warrants are 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% the Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the resale registration statement, providing for the resale of, among other things, Common Stock purchased in the Private Placement, the shares of Common Stock underlying the Advisor Warrants, the shares of Common Stock underlying the Pre-Funded Warrants (the "Resale Registration Statement");
- F8. (Continued from Footnote 7) (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.
Key Figures
Common shares held of record: 8,108,109 shares
Pre-Funded Warrants underlying common shares: 1,783,519 shares
Advisor Warrants underlying common shares: 4,458,796 shares
+4 more
7 metrics
Common shares held of record
8,108,109 shares
Reported as of May 14, 2026
Pre-Funded Warrants underlying common shares
1,783,519 shares
Reported as of May 14, 2026
Advisor Warrants underlying common shares
4,458,796 shares
Reported as of May 14, 2026
Pre-Funded Warrant unfunded exercise price
$0.00001 per underlying share
Subject to adjustments
Advisor Warrant exercise price
$0.01 per share
Exercise price stated for the Advisor Warrants
Beneficial ownership limitation
9.99%
The limitation cannot be increased above this percentage
Advisor Warrant exercise thresholds
150%, 200%, and 250% of the Per Share Purchase Price
Each threshold applies for 20 out of 30 trading days following effectiveness of the resale registration statement
Key Terms
Pre-Funded Warrants, Advisor Warrants, cashless exercise, beneficial ownership limitation, +1 more
5 terms
Pre-Funded Warrants financial
"The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Advisor Warrants financial
"one-third (1/3) of the Advisor Warrants shall be exercisable"
cashless exercise financial
"exercisable in cash or by means of a cashless exercise"
A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.
beneficial ownership limitation regulatory
"may increase or decrease the beneficial ownership limitation by giving notice"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Was the FWDI Form 3 reporting a new acquisition by Galaxy Digital?
No. The report was made solely because Forward Industries reported a decrease in outstanding common shares in its May 14, 2026 quarterly report, not because the reporting persons acquired securities.
What limits apply to FWDI’s Pre-Funded Warrants?
The warrants may be exercised in cash or by cashless exercise and do not expire until fully exercised. Exercise is restricted if it would cause the holder and affiliates to exceed the beneficial ownership limitation. The holder may change the limitation by notice, with 61 days’ notice for increases, but it cannot exceed 9.99%.
What are the FWDI Advisor Warrant exercise conditions?
One-third of the Advisor Warrants becomes exercisable at each of three price thresholds: 150%, 200%, and 250% of the applicable Per Share Purchase Price. Each threshold must be met for 20 out of 30 trading days following effectiveness of the resale registration statement.
What are the exercise prices for FWDI’s reported warrants?
The unfunded exercise price of each Pre-Funded Warrant is $0.00001 per underlying share. The Advisor Warrants have an exercise price of $0.01.
AI-generated analysis. How Rhea-AI works. Not financial advice.
