SCHEDULE: Galaxy Digital Acquires 9.99% Stake in Forward Industries

Galaxy Digital LP and its affiliates have acquired a 9.99% beneficial ownership stake in Forward Industries, Inc. through a $150 million private placement and will serve as a strategic advisor.

Summary

• Galaxy Digital LP and its affiliates (collectively, "Reporting Persons") have acquired beneficial ownership of 8,676,432 shares of Common Stock in Forward Industries, Inc.
• This represents 9.99% of Forward Industries' outstanding Common Stock, based on 85,067,662 shares outstanding as of September 16, 2025.
• The acquisition occurred through a private placement where GD LP purchased 8,108,109 shares for an aggregate price of $150,000,000, funded by working capital.
• Forward Industries also engaged GD LP as a strategic advisor, issuing 1,783,519 Pre-Funded Warrants and 4,458,796 Advisor Warrants as consideration.
• The Advisor Warrants have an exercise price of $0.01 per share and become exercisable in three tranches (1/3 each) when the stock price reaches 150%, 200%, and 250% of the $18.50 per share purchase price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement.
• A beneficial ownership limitation prevents the Reporting Persons from exercising warrants if their aggregate ownership would exceed 9.99%, leading to a disclaimer of ownership for 1,215,196 shares that would otherwise be exercisable.

Sentiment

Score: 8

Explanation: The significant investment by a reputable digital asset firm like Galaxy Digital, coupled with its role as a strategic advisor, is a strong positive signal for Forward Industries. It provides substantial capital and potential strategic guidance, although dilution for existing shareholders is a consideration.

Positives

• Significant investment of $150,000,000 by Galaxy Digital LP into Forward Industries, indicating confidence in the company.
• Galaxy Digital LP will serve as a strategic advisor, potentially bringing valuable expertise and guidance to Forward Industries.
• The private placement provides substantial capital to Forward Industries for its operations and strategic initiatives.
• The structure of Advisor Warrants incentivizes Galaxy Digital to help increase Forward Industries' stock price, with exercisability tied to 150%, 200%, and 250% price targets.

Negatives

• The private placement involves the issuance of a large number of shares (89,189,189 total in the private placement), which could lead to significant dilution for existing shareholders.
• The beneficial ownership limitation of 9.99% restricts Galaxy Digital's immediate ability to increase its stake beyond this threshold through warrant exercise without prior notice and a 61-day waiting period for increases.

Risks

• The exercisability of Advisor Warrants is contingent on Forward Industries' stock price reaching specific thresholds (150%, 200%, 250% of $18.50), meaning the full benefit of these warrants for Galaxy Digital is not guaranteed.
• The beneficial ownership limitation of 9.99% could restrict Galaxy Digital's flexibility in increasing its stake quickly or significantly, potentially limiting its influence or investment strategy.
• The effectiveness of the Resale Registration Statement is subject to SEC review, which could delay the ability of purchasers to resell their securities.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and intend to continuously review their investment in Forward Industries. They may acquire additional securities, retain or sell existing holdings, and engage in discussions with the Issuer's management and board regarding potential changes to operations, management, or capital structure to enhance stockholder value. This could include exploring corporate transactions like mergers, reorganizations, asset sales, or changes to capitalization and dividend policy.

Industry Context

Galaxy Digital is a prominent player in the digital asset, blockchain, and data center infrastructure space. This investment in Forward Industries suggests a potential strategic diversification or an intent to leverage Galaxy Digital's expertise in a new or adjacent market. It could also indicate a move by Forward Industries to integrate digital asset or blockchain technologies, or to benefit from Galaxy Digital's strategic insights in capital markets.

Comparison to Industry Standards

• The filing does not provide sufficient information about Forward Industries' business or financial performance to make specific comparisons to industry benchmarks or comparable companies.
• The transaction itself, a private placement with a strategic advisor component, is a common method for companies to raise capital and gain expertise.
• The 9.99% beneficial ownership limit is a standard threshold often used to avoid certain regulatory reporting requirements or to signal a non-controlling, yet significant, investment.

Related Party Transactions

• Forward Industries, Inc. entered into a Strategic Advisor and Lead Investor Agreement with GD LP, where GD LP will serve as a strategic advisor and received warrants as consideration. This is a transaction between the issuer and a significant investor/advisor.

Stakeholder Impact

• Shareholders: Potential dilution from the private placement, but also potential for increased shareholder value due to strategic investment and advisory services from Galaxy Digital. The 9.99% ownership limit might reassure some shareholders about maintaining control.
• Company (Forward Industries): Receives significant capital infusion and strategic guidance from a prominent digital asset firm, which could enhance its business operations and market position.

Next Steps

• Forward Industries is required to file a Resale Registration Statement with the SEC no later than October 10, 2025.
• The Issuer has agreed to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective promptly, ideally within 5 business days, or 75 calendar days if reviewed by the SEC.
• The Reporting Persons intend to continuously review their investment and may engage in discussions with the Issuer's management and board regarding potential strategic changes or corporate transactions.

Key Dates

Recommendation

The substantial investment by Galaxy Digital, a leading firm in digital assets, signals strong confidence in Forward Industries. The strategic advisor role suggests potential for operational improvements and strategic direction, which could drive long-term value. While there is dilution from the private placement, the capital infusion and strategic partnership are likely to outweigh this, making it an attractive opportunity for investors.

Keywords

Forward Industries, Galaxy Digital, Private Placement, Strategic Advisor, Common Stock, Warrants, SEC Filing, Investment, Digital Assets, Blockchain, Capital Raise, Shareholder Value