SCHEDULE: Jump Trading Affiliates Take 9.3% Stake in Forward Industries

Affiliates of Jump Trading Group, including J Digital 6 Cayman Ltd., have acquired a 9.3% beneficial ownership stake in Forward Industries, Inc. through a $114 million private placement.

Summary

• Reporting Persons, including J Digital 6 Cayman Ltd., J Digital 6 LLC, DYSO TC, LLC, PXG, LLC, William DiSomma, and Paul Gurinas, collectively acquired a 9.3% beneficial ownership in Forward Industries, Inc.
• The acquisition was part of a private placement where Forward Industries sold 77,144,562 shares of common stock at $18.50 per share and pre-funded warrants for 12,031,364 shares at $18.49999 per warrant.
• The Reporting Persons' total cash purchase price was $114,040,000.
• They acquired 6,164,324 shares via the Securities Purchase Agreement and an additional 1,783,519 shares as Lead Investor Shares.
• A Lead Investor Warrant was also issued, allowing the purchase of up to 4,458,796 shares at an exercise price of $0.01 per share, contingent on the stock price reaching $27.75, $37.00, and $46.25.
• The total beneficial ownership for the Reporting Persons is 7,947,943 shares, representing 9.3% of the 85,067,662 outstanding shares as of September 16, 2025.

Sentiment

Score: 8

Explanation: A significant investment by a sophisticated financial group, coupled with strategic intent and performance-based warrants, indicates strong confidence in the Issuer's future prospects, despite potential dilution.

Positives

• A significant capital infusion of $114,040,000 into Forward Industries from sophisticated investors.
• The Lead Investor Warrant incentivizes the Reporting Persons for substantial stock price appreciation, with exercise triggers at $27.75, $37.00, and $46.25.
• JD6 Cayman will have a non-voting observer seat on the Board, suggesting potential strategic input and oversight.
• The investment comes from affiliates of Jump Trading Group, a prominent entity in proprietary trading and digital asset markets, potentially bringing valuable expertise.

Negatives

• The private placement involved the issuance of a large number of shares (77,144,562 common shares and warrants for 12,031,364 shares), which could lead to significant dilution for existing shareholders.
• The Lead Investor Warrant's exercisability is subject to high stock price thresholds, indicating a long-term, speculative bet on significant growth.

Risks

• The Reporting Persons' investment strategy is tied to digital assets and the blockchain industry, implying exposure to the volatility and regulatory uncertainties of cryptocurrency markets.
• The Lead Investor Warrant's exercisability is contingent on the stock price reaching specific, significantly higher thresholds ($27.75, $37.00, $46.25), which may not be achieved.
• The Reporting Persons reserve the right to dispose of all or a portion of their securities, which could create selling pressure.
• Jump Trading, LLC, an affiliate, may act as a market maker or engage in brokerage activities, which could introduce conflicts of interest or influence market dynamics.

Future Outlook

The Reporting Persons intend to hold the Common Stock and Lead Investor Warrant for investment purposes. They may purchase additional securities or dispose of current holdings based on the Issuer's business, financial condition, market conditions, and strategic opportunities. They also plan to monitor the Issuer's operations, management, and competitive landscape, including cryptocurrency markets and Solana tokens, with a view to improving financial results and maximizing shareholder value through various strategic alternatives. The Lead Investor Warrant's exercisability is tied to future stock price performance, indicating a long-term growth expectation.

Management Comments

• The Reporting Persons purchased the Common Stock and Lead Investor Warrant for investment purposes.
• The Reporting Persons may in the future discuss their investment in the Issuer and the foregoing investment considerations with other shareholders, management, the board of directors, existing or potential strategic partners or competitors of the Issuer, other investors, industry analysts and/or others and may take actions intended to improve the Issuer's financial results and/or maximizing shareholder value through various strategic alternatives.

Industry Context

This investment highlights a growing trend of traditional financial entities, particularly those with a focus on proprietary trading and digital assets like Jump Trading Group, expanding their exposure to companies involved in the broader blockchain and digital asset ecosystem. The explicit mention of monitoring cryptocurrency markets and Solana tokens indicates a strategic alignment with the evolving digital economy.

Comparison to Industry Standards

• The filing does not provide specific comparable companies, projects, or results to assess against global benchmarks.
• The investment by Jump Trading Group affiliates, a prominent player in high-frequency trading and crypto, suggests a strategic move into the digital asset space, aligning with broader institutional interest in the sector.

Corporate Governance

Related Party Transactions

• Jump Trading, LLC, an affiliate of William DiSomma and Paul Gurinas, engaged in minor sales and purchases of Forward Industries Common Stock during the 60 days prior to the filing date.

Stakeholder Impact

• Shareholders: Potential dilution from the large private placement, but also potential for increased share value due to significant capital infusion and strategic involvement from a prominent investor.
• Company (Forward Industries): Receives substantial capital for operations and growth, gains a strategic partner with expertise in digital assets and financial markets.
• Employees: No direct impact mentioned, but a stronger financial position could lead to stability or growth opportunities.
• Customers/Suppliers/Creditors: No direct impact mentioned, but improved financial health could indirectly benefit relationships.

Next Steps

• Effectiveness of the Resale Registration Statement.
• Potential future purchases or sales of Issuer securities by Reporting Persons.
• Potential exercise of the Lead Investor Warrant upon achieving specified stock price thresholds ($27.75, $37.00, $46.25).
• Strategic discussions with management, board, and other stakeholders to improve financial results and maximize shareholder value.
• JD6 Cayman's representative attending Board meetings in a non-voting observer capacity.

Key Dates

Recommendation

The significant investment by affiliates of Jump Trading Group, a highly sophisticated financial entity with a focus on digital assets, signals strong confidence in Forward Industries' future. The substantial capital raise provides a solid financial foundation, and the Lead Investor Warrant's high exercise price thresholds indicate a long-term bullish outlook from a major investor. The inclusion of a board observer further suggests strategic engagement that could drive shareholder value.

Keywords

Forward Industries, Private Placement, Schedule 13D, Jump Trading, J Digital 6 Cayman, Common Stock, Lead Investor Warrant, Blockchain, Digital Assets, Equity Investment, SEC Filing