8-K
Forward Industries, Inc. (FWDI)
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): December 11,2025
Forward Industries, Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-34780 | 13-1950672 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
700 Veterans Memorial Hwy. Suite 100
Hauppauge, New York11788
(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 2.02. Results of Operations and FinancialCondition
On December 11, 2025, Forward Industries, Inc. issued a press release announcing its financial results for the fiscal year ended September 30, 2025, which is furnished with this report as Exhibit 99.1.
The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated December 11, 2025+ |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
- Furnished herewith
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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: December 11, 2025 | By: | /s/ Kathleen Weisberg |
| Name: Kathleen Weisberg | ||
| Title: Chief Financial Officer |
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Exhibit 99.1
Forward Industries Reports Fiscal Year 2025
Financial Results
NEW YORK—December 11, 2025--Forward Industries, Inc. (NASDAQ: FWDI) (the "Company" or “Forward Industries”), the leading Solana treasury company, today reported financial results for the twelve months ended September 30, 2025 (“Fiscal 2025”).
“Our Fiscal 2025 results reflect less than one month of activity from our recently launched Solana treasury strategy, yet we continued to execute with discipline throughout the quarter to build the foundation for long-term SOL-per-share growth,” said Kyle Samani, Chairman of Forward Industries. “While we are still early in our operational buildout, in the fourth quarter of Fiscal 2025 we generated approximately $4.6 million in staking revenue, and we expect this segment to scale meaningfully as we expand our treasury and unlock additional on-chain yield opportunities.”
“It's also important to highlight the accounting treatment of our SOL holdings. Current accounting standards for digital assets require non-cash changes in the fair value of SOL to be recorded as a component of other non-operating income/loss. These fluctuations do not impact our cash balance, yield generation, or ability to continue compounding SOL-per-share. We believe this distinction is essential in evaluating our financial performance, which is driven by strategy execution—not short-term market volatility.”
FY 2025 Financial Summary (vs. FY 2024)
Highlights from the Company’s results for Fiscal 2025 from its Solana treasury, as well as its global design company serving medical and technology companies, were as follows:
| · | Net revenue for Fiscal 2025 was $18.2 million compared to $20.0 million in the prior year. |
|---|---|
| · | Total operating expenses were $13.6 million compared to $7.3 million in the prior year. |
| · | Forward Industries’ Fiscal 2025 results include a $160.0 million non-cash, unrealized loss related<br>to mark-to-market accounting adjustments on its SOL holdings. This U.S. GAAP-required treatment reflects changes in estimated fair value<br>and does not represent an actual outflow of cash. |
| · | Net loss for Fiscal 2025 was $167.0 million compared to $2.0 million in the prior year. The increase in<br>net loss was driven largely by the non-cash, unrealized loss related to the Company’s SOL holdings. |
About Forward Industries, Inc.
Forward Industries, Inc. (NASDAQ: FWDI) is a design company serving top tier medical and technology companies. For over 60 years the company has been successful in developing and producing a portfolio of outstanding products for some of the world’s leading companies and brands. In September 2025, Forward Industries initiated a Solana treasury strategy dedicated to acquiring SOL and increasing SOL-per-share through bespoke strategies and active management of the company’s treasury. The Company’s Solana treasury strategy is supported by industry leading investors and operating partners, including Galaxy Digital, Jump Crypto, and Multicoin Capital. 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, 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 proposed digital asset treasury strategy (including 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; 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 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
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
Forward@gasthalter.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
CONSOLIDATED BALANCE SHEETS
| September 30, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash | 38,166,973 | $ | 2,777,125 | ||
| Accounts receivable, net of allowances for credit losses of 92,358 and 27,282 as of September 30, 2025 and 2024, respectively | 1,635,171 | 2,308,425 | |||
| Contract assets | 1,064,264 | 1,272,993 | |||
| Prepaid expenses and other current assets | 355,548 | 382,832 | |||
| Assets held for sale | – | 2,908,039 | |||
| Total current assets | 41,221,956 | 9,649,414 | |||
| Digital assets | 1,430,486,289 | – | |||
| Property and equipment, net | 124,331 | 218,025 | |||
| Intangible assets, net | – | 680,386 | |||
| Goodwill | – | 1,558,682 | |||
| Operating lease right-of-use assets, net | 2,303,776 | 2,593,112 | |||
| Other assets | 806,137 | 68,737 | |||
| Total assets | 1,474,942,489 | $ | 14,768,356 | ||
| Liabilities and shareholders' equity | |||||
| Current liabilities: | |||||
| Note payable to Forward China (related party) | – | $ | 600,000 | ||
| Accounts payable | 433,044 | 103,581 | |||
| Related party payables (Note 14) | 923,513 | – | |||
| Deferred income | 292,525 | 399,439 | |||
| Current portion of operating lease liability | 450,949 | 404,056 | |||
| Accrued expenses and other current liabilities | 623,512 | 571,662 | |||
| Liabilities held for sale | – | 7,292,858 | |||
| Total current liabilities | 2,723,543 | 9,371,596 | |||
| Other liabilities: | |||||
| Operating lease liability, less current portion | 2,094,079 | 2,429,726 | |||
| Total liabilities | 4,817,622 | 11,801,322 | |||
| Commitments and contingencies (Note 12) | |||||
| Shareholders' equity: | |||||
| Series A-1 Convertible Preferred Stock, par value 0.01 per share; stated value of 1,000 per share; 6,700 shares authorized, 0 and 2,200 shares issued and outstanding at September 30, 2025 and 2024, respectively | – | 2,200,000 | |||
| Series B Convertible Preferred Stock, par value 0.01 per share; stated value of 1 per share; 1,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2025 and 2024 | – | – | |||
| Common stock, 300,000,000 shares authorized; par value 0.01 per share; 86,145,514 and 1,101,069 shares issued and outstanding at September 30, 2025 and 2024, respectively | 861,455 | 11,011 | |||
| Additional paid-in capital | 1,655,874,892 | 20,393,163 | |||
| Accumulated deficit | (186,611,480 | ) | (19,637,140 | ) | |
| Total shareholders' equity | 1,470,124,867 | 2,967,034 | |||
| Total liabilities and shareholders' equity | 1,474,942,489 | $ | 14,768,356 |
All values are in US Dollars.
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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Fiscal Years Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenues, net | $ | 18,187,525 | $ | 19,990,833 | ||
| Cost of sales | 12,996,281 | 14,807,117 | ||||
| Gross profit | 5,191,244 | 5,183,716 | ||||
| Sales and marketing expenses | 1,029,350 | 769,370 | ||||
| General and administrative expenses | 9,604,490 | 6,365,464 | ||||
| Related party expenses | 923,513 | – | ||||
| Goodwill and intangible asset impairment | 2,026,311 | 200,000 | ||||
| Operating loss | (8,392,420 | ) | (2,151,118 | ) | ||
| Loss on change in fair value of digital assets | 160,035,105 | – | ||||
| Loss on change in fair value of warrant liability | 658,332 | – | ||||
| Interest income | (70,669 | ) | (78,863 | ) | ||
| Interest expense - related party | 49,143 | 62,662 | ||||
| Other expense, net | 4,244 | 8,315 | ||||
| Loss from continuing operations before income taxes | (169,068,575 | ) | (2,143,232 | ) | ||
| Provision for income taxes | 20,404 | 22,947 | ||||
| Loss from continuing operations | (169,088,979 | ) | (2,166,179 | ) | ||
| Income from discontinued operations, net of tax | 2,114,639 | 215,592 | ||||
| Net loss | (166,974,340 | ) | (1,950,587 | ) | ||
| Deemed dividend on Series B Convertible Preferred Stock | – | – | ||||
| Net loss attributable to common shareholders | $ | (166,974,340 | ) | $ | (1,950,587 | ) |
| Basic loss per share : | ||||||
| Basic loss per share from continuing operations | $ | (24.90 | ) | $ | (1.97 | ) |
| Basic earnings per share from discontinued operations | 0.31 | 0.20 | ||||
| Basic loss per share | $ | (24.59 | ) | $ | (1.77 | ) |
| Diluted loss per share: | ||||||
| Diluted loss per share from continuing operations | $ | (24.90 | ) | $ | (1.97 | ) |
| Diluted earnings per share from discontinued operations | 0.31 | 0.20 | ||||
| Diluted loss per share | $ | (24.59 | ) | $ | (1.77 | ) |
| Weighted average common shares outstanding: | ||||||
| Basic | 6,791,173 | 1,101,069 | ||||
| Diluted | 6,791,173 | 1,101,069 |
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