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重大事件 即時報告 8-K 2026-07-20

Forward Industries委任Galaxy戰略總監Michael Ashe為董事，強化數碼資產合作

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Forward Industries（納斯達克代碼：FWDI）於2026年7月14日提交8-K表格，宣布委任Michael Ashe為董事會成員，即時生效。 Ashe現任Galaxy Digital Inc.（納斯達克代碼：GLXY）的戰略總監。Forward Industries與Galaxy及其關聯實體已存在多項協議，包括2025年9月10日簽訂的服務協議及資產管理協議，這些交易此前已在股東委託書及季度報告中披露。 此外，公司與Galaxy的最新協議包括： - 2026年3月19日簽訂的股份回購計劃協議：委任Galaxy Securities LLC作為代理，按Rule 10b5-1及Rule 10b-18回購最多400萬股普通股，費用為每股0.0125美元。截至2026年7月14日，公司已支付約9萬美元費用，另加回購成本及DWAC費用。 - 2026年2月27日與Galaxy Digital LLC簽訂的數碼貨幣貸款協議：可按借貸費用借入數碼貨幣或美元。截至同日，已支付約37.3萬美元利息。 - 2025年9月9日與Galaxy Trading Mercury LLC簽訂的SOL期權合約：設有雙邊信用支持框架。截至同日，公司淨支付約130萬美元期權金，另支付約370萬美元行使價，以取得約46,000 SOL。 由於Ashe擔任Galaxy的戰略總監，他可能被視為在上述交易中擁有間接重大利益，但除此以外，他與公司或任何董事、高層並無其他須披露的利益關係或家庭關係，亦無任何安排促成其獲選為董事。Ashe不會獲發董事薪酬，亦未獲委任為任何董事會委員會成員。 這項任命可能意味Forward Industries與Galaxy的合作關係進一步加強，投資者需留意公司與Galaxy之間持續的重大關聯交易，尤其是數字貨幣及衍生工具相關風險。公司回購計劃及數碼貨幣貸款亦可能影響股價波動及財務狀況。
展開英文正文 
Forward Industries, Inc. Form 8-K

 
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 2026-07-14
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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): July 14, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 14, 2026, Forward Industries, Inc. (the
“Company”) appointed Michael Ashe to serve as a member of the Company’s Board of Directors, effective immediately.

 

Mr. Ashe currently serves as the Chief Strategy
Officer of Galaxy Digital Inc. (NASDAQ: GLXY) (“Galaxy”).

 

The Company has existing agreements with Galaxy
and affiliated entities of Galaxy, including the Services Agreement dated September 10, 2025 and the Asset Management Agreement dated
September 10, 2025. These agreements were previously described under the caption “Related Person Transactions” in the Company’s
Definitive Proxy Statement filed with the Securities and Exchange Commission on January 26, 2026 in connection with the Company’s
Annual Meeting of Stockholders, which description is incorporated by reference into this Item 5.02, and has been updated, as applicable,
in the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2026, each of which description is incorporated
by reference into this Item 5.02.

 

In addition to the transactions described in the
foregoing incorporated disclosure, the Company and Galaxy (or affiliates of Galaxy) are parties to agreements as described below:

 

·Share Repurchase Program Agreement dated March
19, 2026, pursuant to which Galaxy Securities LLC is appointed to act as the Company’s agent to repurchase shares of its outstanding
common stock in conformity with the safe harbor provisions of Rule 10b5-1 and Rule 10b-18, up to a maximum aggregate limit of 4,000,000
shares, in exchange for a fee of $0.0125 per share of common stock purchased, plus the cost of the repurchased shares and any applicable
DWAC fees. As of July 14, 2026, the Company has paid approximately $90,000 in fees to Galaxy Securities LLC under this agreement.

   

·Master Digital Currency Loan Agreement dated
February 27, 2026 with Galaxy Digital LLC (“Lender”) pursuant to which Lender may from time to time lend Digital Currency
or USD to the Company on an open or term basis in exchange for a borrow fee. As of July 14, 2026, the Company has paid approximately $373,000
in interest fees to the Lender under this agreement.

   

·Written SOL Option Contracts dated September
9, 2025, pursuant to which a bilateral framework establishing credit support obligations to pledge and transfer eligible collateral to
secure credit exposures under outstanding over-the-counter derivative transactions, between Galaxy Trading Mercury LLC and a wholly-owned
subsidiary of the Company, in exchange for the mutual covenants, payments, deliveries, and credit support transfers specified under the
Master Agreement, Schedule, and Credit Support Annex. As of July 14, 2026, on a net basis, the Company has paid approximately $1,300,000
to Galaxy Trading Mercury LLC in premium fees and paid approximately $3,700,000 to exercise options for approximately 46,000 SOL. 

 

By virtue of Mr. Ashe’s position as Chief
Strategy Officer of Galaxy, he may be deemed to have an indirect material interest in the transactions described above for purposes of
Item 404(a) of Regulation S-K. Other than as set forth in the foregoing disclosure, Mr. Ashe has no direct or indirect material interest
in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. There are no family relationships between
Mr. Ashe and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Ashe and any
other person pursuant to which he was selected as a director. Mr. Ashe’s compensation at Galaxy is not tied to the performance of
the Galaxy agreements described above

 

Mr. Ashe has not been appointed to serve on any
committee of the Board. Additionally, the Company does not anticipate that Mr. Ashe will receive any compensation for his service on the
Board.

 

 

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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: July 17, 2026
 By:
 /s/ Michael Pruitt
  

 
  
  
 Name: Michael Pruitt
  

 
  
  
 Title: Interim Chief Executive Officer
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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