SCHEDULE: Multicoin Capital Invests in Forward Industries, Samani to Chair

Multicoin Capital Management and affiliates acquired a significant stake in Forward Industries, with Pyahm Samani appointed Chairman of the Board.

Summary

• Multicoin Capital Management, LLC, Multicoin Capital Master Fund, LP, Pyahm Samani, and Tushar Jain (collectively, the "Reporting Persons") have acquired a significant beneficial ownership in Forward Industries, Inc.
• The acquisition was part of a private placement where Forward Industries, Inc. issued and sold 77,144,562 shares of Common Stock at $18.50 per share and 12,031,364 pre-funded warrants.
• Multicoin Capital Master Fund, LP (MCMF LP) acquired 7,947,843 shares of Common Stock and Lead Investor Warrants to purchase up to 4,458,796 shares of Common Stock, investing $114,040,000.
• Pyahm Samani, through a personal investment vehicle, purchased 1,351,352 shares of Common Stock for $25,000,000.
• As of September 11, 2025, MCM LLC, MCMF LP, and Tushar Jain beneficially own 12,406,639 shares (14.1% of outstanding Common Stock), assuming exercise of Lead Investor Warrants.
• Pyahm Samani beneficially owns 13,757,991 shares (15.7% of outstanding Common Stock), assuming exercise of Lead Investor Warrants.
• Pyahm Samani was appointed to the Board of Directors and as Chairman of the Board, effective September 10, 2025.
• MCMF LP has the right to nominate one individual for election to the Board (who shall also be chairperson) as long as it beneficially owns at least 5% of the Issuer's outstanding shares.
• Lead Investor Warrants have an exercise price of $0.01 per share and become exercisable in three tranches based on the Issuer's Common Stock closing trading price reaching 150%, 200%, and 250% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement.
• A beneficial ownership threshold (the "Blocker") limits warrant exercise to 9.99% of outstanding shares, though it can be increased to 19.99% with 61 days' prior notice to the Issuer.

Sentiment

Score: 8

Explanation: The significant institutional investment by Multicoin Capital, coupled with the appointment of Pyahm Samani as Chairman of the Board, indicates strong investor confidence and potential for strategic influence and value creation. The performance-based warrants further align investor interests with long-term growth.

Positives

• Significant capital injection into Forward Industries, Inc. through a private placement.
• Multicoin Capital, a prominent institutional investor, has taken a substantial stake, signaling confidence in the company's prospects.
• Pyahm Samani, a key figure from Multicoin Capital, has been appointed Chairman of the Board, indicating active investor involvement and potential strategic guidance.
• MCMF LP retains the right to nominate a board member (and chairman) as long as it holds at least 5% of the company's shares, ensuring ongoing influence.
• Lead Investor Warrants have a very low exercise price ($0.01) and performance-based vesting, aligning investor interests with significant share price appreciation.

Negatives

• The large private placement, totaling 77,144,562 shares and 12,031,364 pre-funded warrants, could lead to significant dilution for existing shareholders.
• Lead Investor Warrants are subject to a "Blocker" that initially limits beneficial ownership from exercise to 9.99% of outstanding shares, potentially delaying full realization of warrant value.
• Acquired shares and warrants are subject to lock-up periods, restricting immediate liquidity for the Reporting Persons.

Risks

• Potential dilution of existing shareholders due to the issuance of a large number of new shares and warrants in the private placement.
• The ability to fully exercise Lead Investor Warrants is constrained by a beneficial ownership "Blocker" (initially 9.99%), which could limit the Reporting Persons' immediate upside.
• The exercisability of Lead Investor Warrants is contingent on the Issuer's stock price reaching specific thresholds (150%, 200%, 250% of the purchase price), exposing the investment to market performance risk.
• The value of the investment is subject to Forward Industries, Inc.'s financial position, strategic direction, and general economic and industry conditions.
• Lock-up agreements restrict the sale of acquired securities for specified periods, impacting liquidity for the Reporting Persons.

Future Outlook

The Reporting Persons acquired the Common Stock for investment purposes and intend to continuously review their investments. They may, at any time, purchase additional shares, dispose of shares, acquire other financial instruments, engage in hedging, or propose strategic actions based on various factors including the Issuer's financial position, strategic direction, and market conditions. The Issuer has committed to filing a Resale Registration Statement by October 10, 2025, and to use commercially reasonable efforts to ensure its effectiveness promptly.

Management Comments

• Acquired the Common Stock for investment purposes and intend to review investments in the Issuer on a continuing basis.
• May from time to time and at any time in the future take or engage in various plans, actions or transactions with respect to the investment in the Issuer as deemed appropriate.

Industry Context

This filing indicates a significant institutional investment in Forward Industries, Inc., suggesting a potential strategic shift or growth opportunity within its sector. The involvement of a prominent investment firm like Multicoin Capital and the appointment of its manager to the board could signal a new phase of strategic development or a belief in the company's undervalued assets or future potential.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for dilution from the private placement, but also potential for increased share value due to significant institutional investment and strategic guidance.
• Management: New Chairman of the Board (Pyahm Samani) will bring new leadership and strategic direction.
• Company: Receives substantial capital injection from the private placement, which can be used for growth initiatives or operational improvements.
• Employees: No direct impact mentioned, but strategic changes could indirectly affect operations and future prospects.

Next Steps

• The Issuer is required to file a Resale Registration Statement with the SEC no later than October 10, 2025.
• The Issuer will use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective promptly.
• Reporting Persons may purchase additional shares, dispose of shares, acquire other financial instruments, or engage in hedging transactions.
• Reporting Persons may propose or consider, or change their intention with respect to, various strategic actions concerning the Issuer.

Key Dates

Recommendation

The substantial investment by Multicoin Capital, a prominent institutional investor, coupled with the appointment of Pyahm Samani as Chairman of the Board, signals strong confidence in Forward Industries' future prospects and potential for strategic value creation. The performance-based warrants further align investor interests with long-term growth, suggesting a positive outlook for the company's stock.

Keywords

Forward Industries, Multicoin Capital, Schedule 13D, Private Placement, PIPE, Warrants, Board Appointment, Institutional Investment, Equity Stake, Corporate Governance