8-K: Forward Industries Denies Acting in Concert with Brera Holdings PLC

Forward Industries, Inc. has formally denied allegations from Brera Holdings PLC that it formed an undisclosed group with other entities to influence Brera Holdings PLC, stating the claims are meritless.

Summary

• Forward Industries, Inc. received a letter on June 12, 2026, from the legal counsel of Brera Holdings PLC (d/b/a Solmate Infrastructure Public Ltd.) alleging that Forward Industries has been acting in concert with Viktor Fischer, RockawayX, RBCH Ltd., and their affiliates as an undisclosed group under Section 13(d)(3) of the Securities Exchange Act of 1934.
• The letter contended that failure to disclose such a group would constitute a violation of federal securities laws.
• Forward Industries responded on June 15, 2026, asserting that these contentions are meritless.
• Forward Industries believes the allegations are factually unsupported and legally deficient, potentially intended to obstruct a legitimate acquisition proposal.
• Forward Industries also highlighted that Brera Holdings PLC's board issued new shares to themselves shortly before Forward Industries' acquisition proposal, at a price significantly lower than the premium offered by Forward Industries.
• Forward Industries stated its acquisition proposal for Brera Holdings PLC was based on independent analysis and that no other party influenced its decision.
• Forward Industries denies any agreement, arrangement, understanding, or coordinated course of conduct with Viktor Fischer, RockawayX, RBCH Ltd., or their affiliates concerning Brera Holdings PLC.
• Forward Industries maintains it has complied and will continue to comply with all applicable securities laws and regulations, including the Irish Takeover Rules.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative sentiment due to the serious allegations of securities law violations and the ongoing legal dispute, despite Forward Industries' denial.

Positives

• Forward Industries has formally denied the allegations, asserting its independence and the meritless nature of the claims.
• Forward Industries' acquisition proposal for Brera Holdings PLC offered a premium of approximately 30.7% to the volume-weighted average closing price of Brera Holdings PLC's ordinary shares.
• Forward Industries has made two additional non-binding offers to acquire other Solana digital asset treasury companies, demonstrating a broader acquisition strategy.
• Forward Industries asserts it is transparent and has nothing to hide regarding its actions and strategy.

Negatives

• Forward Industries is facing allegations of acting as part of an undisclosed group, which could lead to regulatory scrutiny and legal challenges.
• Brera Holdings PLC has initiated a lawsuit against RockawayX and Viktor Fischer for alleged fraudulent financial misrepresentations related to a prior proposed acquisition.
• Forward Industries' acquisition proposal was rejected by Brera Holdings PLC's board without substantive engagement.
• The allegations, if proven, could lead to violations of federal securities laws.

Risks

• Potential for regulatory investigations and enforcement actions by the SEC, Irish Takeover Panel, or other authorities.
• Risk of litigation from Brera Holdings PLC or other parties if the allegations are pursued.
• Negative impact on Forward Industries' reputation and stock price due to the ongoing dispute and allegations.
• Potential for Forward Industries' acquisition proposal to be further obstructed or challenged.
• The highly volatile nature of digital assets and related markets could impact Forward Industries' business and stock price.
• Increased competition in the digital asset and treasury management sectors.

Future Outlook

Forward Industries intends to continue pursuing its acquisition proposal for Brera Holdings PLC through all lawful means, in full compliance with applicable law and the Irish Takeover Rules, and remains open to substantive engagement regarding the merits of its proposal.

Management Comments

• Forward Industries categorically denies the allegations that it has formed an undisclosed group.
• The assertions in the Letter are factually unsupported, legally deficient, and appear calculated to obstruct a legitimate, premium acquisition proposal.
• Forward Industries believes its proposal offered a meaningful, demonstrable benefit to SLMT shareholders and was significantly higher than the premium certain board members of SLMT paid for shares just a few weeks earlier.
• Forward Industries states that no party, including Viktor Fischer, RockawayX, RBCH Ltd., Jakub Havrlant, Rockaway Blockchain Fund I, L.P., or any of their affiliates, proposed, suggested, encouraged, coordinated, or otherwise participated in Forward's decision to submit its proposal.
• Forward Industries believes the concurrent interest of multiple parties in SLMT's governance and direction is likely a function of SLMT's own circumstances, not of any coordination among them.
• Forward Industries will not cease its activities with respect to SLMT and intends to continue to pursue its acquisition goal through all lawful means.
• Forward Industries is not obligated to, and will not, produce to SLMT's counsel a catalog of its internal communications based on the unsupported allegations in the Letter.
• Forward Industries remains open to substantive engagement regarding the merits of its proposal.

Industry Context

StockSavvy.ai notes that this dispute highlights the complex and often contentious nature of M&A activities within the digital asset and infrastructure sectors, where relationships and past dealings can be scrutinized intensely under securities regulations.

Legal Proceedings

• Brera Holdings PLC has filed a lawsuit against RockawayX and Viktor Fischer in the Delaware Superior Court for fraud, intentional interference with prospective economic relationships, and unjust enrichment.
• Brera Holdings PLC's legal counsel sent a letter to Forward Industries alleging formation of an undisclosed group under Section 13(d)(3) of the Securities Exchange Act of 1934.

Related Party Transactions

• Forward Industries publicly announced a strategic investment in OnRe alongside RockawayX and that the two firms co-led OnRe's $5 million Series A financing.

Stakeholder Impact

• Shareholders of Brera Holdings PLC may be impacted by the ongoing dispute, potential litigation, and the uncertainty surrounding the acquisition proposal.
• Shareholders of Forward Industries may be impacted by the allegations and the company's response, as well as its pursuit of other acquisition targets.

Next Steps

• Forward Industries will continue to pursue its acquisition proposal for Brera Holdings PLC.
• Forward Industries will continue to comply with all applicable securities laws and regulations.
• Forward Industries may engage in further communications with Brera Holdings PLC shareholders.
• Brera Holdings PLC may pursue further legal or regulatory action.

Key Dates

Recommendation

The filing details a significant legal dispute and allegations of securities law violations, creating substantial uncertainty. While Forward Industries denies the claims and continues to pursue an acquisition, the potential for regulatory action and litigation warrants a cautious 'hold' stance until the matter is resolved.

Keywords

Forward Industries, Brera Holdings PLC, Solmate Infrastructure, Section 13(d), Undisclosed Group, Acquisition Proposal, Securities Laws, SEC Filing