Form 8-K

8-K — Forward Industries, Inc.

Accession: 0001683168-26-004847

Filed: 2026-06-16

Period: 2026-06-15

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)

EX-99.2 — PRESS RELEASE (forward_ex9902.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: forward_8k.htm · Sequence: 1

Forward Industries, Inc. Form 8-K

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2026-06-15

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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): June 15, 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 15, 2026, Forward Industries, Inc. (the

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

in June 2026 to acquire the entire issued and to be issued share capital of SKYA in an all-stock transaction and SKYA did not respond

to the proposal by its expiration at the close of business on June 12, 2026. A copy of the press release is attached hereto as Exhibit

99.1 and is incorporated by reference herein.

Also, on June 15, 2026, Forward Industries issued

a press release confirming that it made a non-binding proposal to Solana Company (“HSDT”) in June 2026 to acquire the

entire issued and to be issued share capital of HSDT in an all-stock transaction and on June 12, 2026 HSDT responded that its board voted

to decline Forward Industries’ offer and chose to not engage in further discussion. A copy of the press release is attached hereto

as Exhibit 99.2 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’ non-binding proposals to SkyAI, Inc. and Solana Company and any potential transactions 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.

(d) Exhibits

Exhibit No.

Exhibit Description

99.1

Press Release dated June 15,

2026

99.2

Press Release dated June 15, 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 15, 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 Announces Letter

of Intent to Acquire SkyAI, Inc. (SKYA)

AUSTIN, TX, June

15, 2026 (GLOBE NEWSWIRE) – Forward Industries, Inc. (NASDAQ: FWDI) today confirms that it made a non-binding proposal

to the Board of Directors of SkyAI, Inc. regarding an all-stock business combination under which SKYA stockholders would receive 0.367

newly-issued shares of Forward common stock for each share of SKYA common stock, representing a premium of approximately 20% to SKYA’s

closing share price of $1.29 on the day immediately preceding the date of our proposal, or $1.55 per share. SKYA did not respond to the

proposal by its expiration at the close of business on Friday, June 12, 2026. We are disappointed and surprised by the lack of response

from the SKYA team and strongly believe that engaging in discussions with Forward is in the best interest of both SKYA and its shareholders.

Why Forward exists

Forward was built to advance Solana and to create

value for our shareholders by offering a differentiated public-markets vehicle for exposure to SOL and the growth of the Solana ecosystem.

Since launching our treasury strategy in September 2025, we have assembled the largest Solana treasury in the world, staked the majority

of our SOL to our 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. Forward

is taking a first principles approach to fulfilling its long-term vision of becoming the Berkshire Hathaway of Solana while simultaneously

reaching our short and medium-term goal of compounding SOL per share materially faster than the SOL staking rate and pushing the Solana

ecosystem forward as a whole.

Why we approached SKYA

SKYA’s recent pivot toward AI appears to

represent a significant departure from the Company’s historical strategy at a time when shareholders have already endured substantial

value destruction. Despite the strategic shift, the market has continued to assign a deeply discounted valuation to the business, reflecting

investor skepticism regarding the ability of the Company’s new direction to generate sustainable growth and shareholder returns

as a standalone entity.

We believe a combination with FWDI offers a compelling

alternative path forward. FWDI has established itself as a leading institutional Solana treasury platform with a clearly defined capital

allocation framework, access to growth capital, and a strategy centered on increasing intrinsic value on a per-share basis. A transaction

would provide SKYA shareholders with exposure to a differentiated digital asset treasury model, enhanced liquidity, greater institutional

relevance, and participation in a larger, better-capitalized platform positioned to benefit from the continued growth of the Solana ecosystem.

We believe SKYA shareholders deserve the opportunity

to be a part of the strategy and vision that they originally underwrote and to do so with a platform that has a proven strategy, stronger

market positioning, and a clear roadmap for long-term value creation.

We made this proposal because we believe Forward

is a strong partner for SKYA and its shareholders. We believe our capital structure, our scale as the largest Solana treasury, and our

access to capital position us to realize and sustain the value embedded in SKYA more effectively than the company can on a standalone

basis. Our proposal was designed to deliver SKYA stockholders a meaningful premium to recent trading levels, alongside continued —

and we believe 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.

Most importantly, we believe this combination

would have advanced a mission SKYA and Forward share: accelerating the growth of the Solana ecosystem and creating durable value for the

stockholders of both companies, for the builders and developers who power the network, and for the holders of SOL.

“SKYA trades at a significant discount

to the net asset value of its treasury and its recent AI pivot has only exacerbated that discount with its shares meaningfully underperforming

both SOL and its treasury-company peers since their pivot,” said Ryan Navi, Chief Investment Officer of Forward Industries. “In

the current market environment, it can be difficult for subscale treasury companies to perform when high relative fixed operating costs

cause meaningfully lower yields and negative cash flows which continue to erode shareholder value. Forward’s scale, strong balance

sheet, and access to capital are precisely what a company in SKYA’s position needs to deliver on the vision it originally promised

its shareholders.”

Forward-Looking Statements

Certain statements in these materials 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 SkyAI, Inc. and any potential transaction therefrom. Each forward-looking statement

contained in these materials 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 press release speak only as of the date of this document, and Forward Industries undertakes no obligation to update or revise

any of these statements.

Media Contact

comms@forwardindustries.com

Investor Relations

Elevate IR

ir@forwardindustries.com

EX-99.2 — PRESS RELEASE

EX-99.2

Filename: forward_ex9902.htm · Sequence: 3

Exhibit 99.2

Forward Industries

Announces Letter of Intent to Acquire Solana Company (HSDT)

AUSTIN, TX, June

15, 2026 (GLOBE NEWSWIRE) – Forward Industries, Inc. (NASDAQ: FWDI) today confirms that it made a non-binding proposal

to the Board of Directors of Solana Company regarding an all-stock business combination. On June 12th, HSDT responded that its board voted

to decline Forward’s offer and chose to not engage in further discussion. We are disappointed and surprised that the HSDT board

has chosen to reject Forward’s offer without any discussion or communication. We believe that opening up a dialogue is in the best

interest of both companies and their respective shareholders.

Why Forward exists

Forward was built to advance Solana and to create

value for our shareholders by offering a differentiated public-markets vehicle for exposure to SOL and the growth of the Solana ecosystem.

Since launching our treasury strategy in September 2025, we have assembled the largest Solana treasury in the world, staked the majority

of our SOL to our 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. Forward

is taking a first principles approach to fulfilling its long-term vision of becoming the Berkshire Hathaway of Solana while simultaneously

reaching our short and medium-term goal of compounding SOL per share materially faster than the SOL staking rate and pushing the Solana

ecosystem forward as a whole.

Why we approached HSDT

We respect the HSDT team and know we share a common

goal of accelerating the growth and adoption of the Solana ecosystem while also creating shareholder value. With that said, we believe

the current market environment necessitates cooperation and strategic action to deliver on promises made to our shareholders and to drive

that vision forward.

Under our proposal, HSDT stockholders would receive

0.386 newly-issued shares of Forward common stock for each share of HSDT common stock, representing a premium of approximately 10% to

HSDT’s closing share price of $1.48 on the day immediately preceding the date of our proposal, or $1.63 per share. We made this

proposal because we believe Forward is a strong partner for HSDT and its stockholders, and that the HSDT team can also be complimentary

to Forward and our shareholders. Together, our combined scale, expertise in the Solana ecosystem, and combined efforts will allow us to

realize and sustain the value embedded in our companies more effectively than HSDT can on a standalone basis. Our proposal is designed

to deliver HSDT stockholders a meaningful premium to recent trading levels, alongside continued — and we believe more liquid —

exposure to Solana through Forward shares, which are set to join the Russell 2000 and 3000 indices in the coming weeks.

“We have nothing but respect for the HSDT

team and what they have built in the Solana ecosystem so far,” said Ryan Navi, Chief Investment Officer of Forward Industries. “We

believe that combining our efforts with HSDT’s would be mutually beneficial for both companies, their stockholders, and the broader

Solana community. We approached HSDT as partners, in good faith, because we believe our two companies share far more common ground than

not. Like us, they made a promise to both their shareholders and the Solana ecosystem, and we believe that a combined company can better

deliver on those promises.”

Forward-Looking Statements

Certain statements in these materials 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 the Solana Company and any potential transaction therefrom. Each forward-looking

statement contained in these materials is subject to risks and uncertainties that could cause actual results to differ materially from