Form 8-K

8-K — Forward Industries, Inc.

Accession: 0001683168-26-006277

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0000038264

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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)

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

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: forward_ex9901.htm · Sequence: 2

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

· 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.

• 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.

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

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

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

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

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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