Form 8-K

8-K — Forward Industries, Inc.

Accession: 0001683168-26-004672

Filed: 2026-06-10

Period: 2026-06-09

CIK: 0000038264

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — forward_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (forward_ex9901.htm)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: forward_8k.htm · Sequence: 1

Forward Industries, Inc. Form 8-K

false

0000038264

2026-06-09

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): June 9, 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)

(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 8.01 Other Events.

On June 9, 2026, Forward

Industries, Inc. (“Forward Industries”) issued a press release confirming that it made an indicative, non-binding proposal

to Brera Holdings PLC (the “Company”) on June 1, 2026 to acquire the entire issued and to be issued share capital of

the Company in an all-stock transaction. There can be no certainty that any offer will be made for the Company and Forward Industries

will not comment on the terms of a potential transaction outside of any subsequent public announcement. A copy of the press release is

attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Forward-Looking Statements

Certain statements in this communication constitute

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, 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,” “intend,” “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 Forward

Industries’ indicative, non-binding proposal to Brera Holdings PLC and any potential transaction therefrom. Each forward-looking

statement contained in this communication 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; changes in business, market, financial, political and regulatory conditions;

risks relating to Forward Industries’ operations and business, including the highly volatile nature of the price of Solana and other

cryptocurrencies; the risk that the price of Forward Industries’ 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 Forward Industries 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 Forward Industries’ filings with the Securities and Exchange Commission. The forward-looking

statements in this communication speak only as of the date of this document, and Forward Industries undertakes no obligation to update

or revise any of these statements.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Exhibit

99.1

Press Release issued on June 9, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 9, 2026

By:

/s/ Mike Pruitt

Name: Mike Pruitt

Title: Interim Chief Executive Officer

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: forward_ex9901.htm · Sequence: 2

Exhibit 99.1

Announcing Forward’s

Letter of Intent to Brera Holdings PLC (SLMT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION

IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS

OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF

THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”) AND IS NOT AN ANNOUNCEMENT OF A FIRM

INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR

AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.

AUSTIN, TX, June 9, 2026 (GLOBE NEWSWIRE)

– Forward Industries, Inc. (NASDAQ: FWDI) (“Forward” or “We”) is announcing today that it made an indicative,

non-binding proposal to Brera Holdings PLC (“SLMT”) on June 1, 2026 to acquire the entire issued and to be issued share capital

of SLMT in an all-stock transaction. Under the proposal, SLMT shareholders would receive 1.54 newly-issued shares of Forward Industries,

Inc. common stock for each SLMT share, representing a premium of approximately 30.7% to the volume-weighted average closing price of SLMT’s

ordinary shares over the ten trading days ended June 1, 2026, or $7.19 per share. The board of directors of SLMT chose to not engage in

discussion with Forward and rejected the proposal on June 6, 2026 on the basis that “it does not consider the Proposal to be in

the best interest of the Company”. Forward Industries respectfully disagrees and believes that the proposal is in the best interest

of SLMT and – equally as importantly – the shareholders of SLMT, and is disappointed that SLMT has chosen to not engage in

dialogue with the Forward team.

Forward believes it is a strong partner and hopes

that SLMT is open to further discussion to create an outcome that would create value for SLMT and its shareholders. We believe Forward’s

capital structure, its scale as the largest Solana treasury, and its access to capital position it to realise and sustain the value embedded

in SLMT more effectively than SLMT could on a standalone basis. Forward’s proposal is structured to deliver SLMT shareholders a

meaningful premium to both its current share price and recent trading levels, alongside continued, and Forward believes more liquid, exposure

to Solana through Forward shares, backed by a leadership team with a demonstrated track record of execution and the support of leading

operators in the digital asset industry, including Galaxy Digital and Jump Crypto.

Forward believes this combination advances the

original promise made to SLMT shareholders, which is a mission that SLMT and Forward share: creating durable value for the shareholders,

increasing SOL per share and accelerating the growth of the Solana ecosystem.

Forward Industries, Inc. (NASDAQ: FWDI) is a Solana

treasury company. Forward was built to advance Solana and to create value for its shareholders by offering a differentiated public-markets

vehicle for exposure to SOL and the growth of the Solana ecosystem. Since launching its treasury strategy in September 2025, Forward has

assembled the largest Solana treasury in the world, staked the majority of its SOL to its high-performance validator infrastructure, launched

fwdSOL as a liquid staking token, and begun deploying capital directly into Solana protocols as an investor and liquidity provider.

In accordance with Rule 2.6 of the Irish Takeover

Rules, Forward is required, no later than 5:00pm (New York Time) on July 21st, 2026, to either (i) announce a firm intention to make an

offer for SLMT in accordance with Rule 2.7 of the Irish Takeover Rules; or (ii) announce that it does not intend to make an offer for

SLMT, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline

will only be extended with the consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules,

Forward reserves the right, subject to the consent of the Irish Takeover Panel, to vary the form and / or mix of the offer consideration

and vary the transaction structure. Forward also reserves the right to amend the terms of any offer (including making the offer on less

favourable terms or at a lower exchange ratio):

A. with

the recommendation or consent of the board of directors of SLMT;

B. if

SLMT announces, declares or pays any dividend or any other distribution or return of value to its shareholders after the date of this

announcement, in which case Forward reserves the right to make an equivalent adjustment to any offer;

C. following

the announcement by SLMT of a Rule 9 whitewash transaction pursuant to the Irish Takeover Rules on less favourable terms or at a lower

price than that implied by the proposal; or

D. if

a third party announces a firm intention to make an offer for SLMT on less favourable terms or at a lower price than that implied by

the proposal.

This announcement is made without the prior agreement

of SLMT.

Media Contact

comms@forwardindustries.com

Investor Relations

Elevate IR

ir@forwardindustries.com

Important Notices

Responsibility Statement

The directors of Forward Industries, Inc. accept

responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have

taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts

and does not omit anything likely to affect the import of such information.

Disclosure Requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules,

any person who is ‘interested’ in 1% or more of any class of ‘relevant securities’ of an offeree company or a

securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely

in cash) must make an ‘opening position disclosure’ following the commencement of the ‘offer period’ and, if later,

following the announcement in which any securities exchange offeror is first identified. An ‘opening position disclosure’

must contain, among other things, details of the person’s ‘interests’ and ‘short positions’ in any ‘relevant

securities’ of each of (i) the offeree company and (ii) any securities exchange offeror(s). An ‘opening position disclosure’

by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (New York time) on the day that is ten ‘business days’

following the commencement of the ‘offer period’ and, if appropriate, by no later than 3:30 pm (New York time) on the day

that is ten ‘business days’ following the announcement in which any securities exchange offeror is first identified.

Under Rule 8.3(b) of the Irish Takeover Rules,

if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’

of the offeree company or any securities exchange offeror (being any offeror other than an offeror which has announced that its offer

is, or is likely to be, solely in cash), all ‘dealings’ in any ‘relevant securities’ of the offeree company or

any securities exchange offeror (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant

securities’) must be publicly disclosed by not later than 3:30 pm (New York time) on the ‘business day’ following the

date of the relevant transaction. This requirement will continue until the ‘offer period’ ends. If two or more persons cooperate

on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant

securities’ of the offeree company, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover

Rules. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be

disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

Under Rule 8.1 of the Irish Takeover Rules, each

of the offeree company and the offeror must make an ‘opening position disclosure’ by no later than 12 noon (New York time)

on the day falling ten ‘business days’ following the commencement of the ‘offer period’ and must subsequently

disclose details of any ‘dealings’ by it or any person ‘acting in concert’ with it in ‘relevant securities’

of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer

is, or is likely to be, solely in cash) by no later than 12 noon (New York time) on the ‘business day’ following the relevant

‘dealing’. All subsequent ‘dealings’ in ‘relevant securities’ of the offeree company or the securities

exchange offeror by the offeror or the offeree company, or by any party acting in concert with any of them, must also be disclosed by

them no later than 12 noon (New York time) on the ‘business day’ following the date of the relevant ‘dealing’.

If two or more persons co-operate on the basis

of an agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’

of the offeree company,or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer

is, or is likely to be, solely in cash) they will be deemed to be a single person for the purpose of Rule 8.3(a) and (b) of the Irish

Takeover Rules. In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to

changes in the price of the securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership

or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish

Takeover Rules, which can be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required

to disclose a ‘dealing’ under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie

or contact the Irish Takeover Panel at telephone number +353 1 678 9020.

Rule 2.12 – Relevant Securities in Issue

In accordance with Rule 2.12 of the Irish Takeover

Rules, Forward Industries, Inc. confirms that as of June 1, 2026, its outstanding shares consisted of 73,753,241 shares of common stock,

par value $0.01 per share (the “Common Shares”), which is comprised of 87,069,465 shares issued less 13,316,224 shares repurchased

and held in treasury. The Common Shares are admitted to trading on the NASDAQ Stock Market under the ticker symbol FWDI. The International

Securities Identification Number for these securities is US3499321038.

Forward Industries, Inc. confirms that as of June

1, 2026 there were outstanding options to purchase up to 1,811,666 Common Shares and outstanding restricted stock units and performance

stock units conferring on their holders vested or unvested rights to convert into, or to receive, up to an aggregate of 2,107,732 Shares.

Forward Industries confirms that as of June 1, 2026, there were outstanding warrants to subscribe for an aggregate of 25,759,600 Common

Shares.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover

Rules, a copy of this announcement will be available on Forward Industries, Inc.’s website at www.forwardindustries.com

by no later than 12 noon (New York time) on the business day following publication of this announcement. The content of the website referred

to in this announcement is not incorporated into, and does not form part of, this announcement.

No Offer or Solicitation

This announcement is not intended to, and does

not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell

or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement

or otherwise. The release, publication or distribution of this announcement in whole or in part in, into or from any jurisdiction may

be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe,

such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Sources and Bases of Information

For purposes of calculating the implied value

described above, the volume weighted average closing price of SLMT’s ordinary shares over the ten trading days ended June 1, 2026

and the closing price of Forward’s common stock on June 1, 2026 were used. The price of SLMT’s ordinary shares and Forward’s

common stock, as per the calculations stated above, were $5.50 and $4.66 respectively.

Certain information set forth regarding Forward

above has been extracted from Forward’s Annual Report on Form 10-K for the period ended September 30, 2025 filed with the SEC on

December 11, 2025, and Forward’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed with the SEC on May 14,

2026.