FORWARD INDUSTRIES, INC. 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 001-34780

FORWARD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Texas		13-1950672
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

111 Congress Avenue, Suite 500, Austin, TX 78701

(Address of Principal Executive Office) (Zip Code)

(512) 256-9040

(Registrant’s telephone number, including area code)

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

FWDI

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x		Smaller reporting company x
		Emerging growth company ¨

If an emerging growth company, indicate by checkmark 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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

There were 73,846,883 shares of the registrant’s common stock outstanding as of August 3, 2026.

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	Page No.
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets at June 30, 2026 (Unaudited) and September 30, 2025	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended June 30, 2026 and 2025	4
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) for the Three and Nine Months Ended June 30, 2026 and 2025	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended June 30, 2026 and 2025	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signatures	42

PART I. FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30,			September 30,
	2026			2025
	(Unaudited)			(See Note 2)
Assets
Current assets:
Cash	$	10,965,165		$	38,166,973
Marketable equity securities, at fair value		2,317,500			–
Accounts receivable, net of allowances for credit losses of $97,964 and $92,358 as of June 30, 2026 and September 30, 2025, respectively		1,916,677			1,635,171
Contract assets		476,175			1,064,264
Digital assets receivable - related party		134,729			–
Derivative assets		4,925,557			–
Prepaid expenses and other current assets		1,383,828			355,548
Total current assets		22,119,631			41,221,956

Digital assets		335,848,635			1,430,486,289
Digital assets - restricted		1,217,050			–
Digital assets pledged as collateral with related party		239,518,295			–
Investment		1,900,943			–
Property and equipment, net		57,955			124,331
Operating lease right-of-use assets, net		814,027			2,303,776
Other assets		1,058,128			806,137
Total assets	$	602,534,664		$	1,474,942,489

Liabilities and shareholders’ equity

Current liabilities:
Loans payable - related party	$	105,000,000		$	–
Loans payable - digital assets		12,519,409			–
Accounts payable		283,510			433,044
Accounts payable - related party		553,787			923,513
Deferred income		504,879			292,525
Derivative liabilities		7,344,162			–
Current portion of operating lease liability		437,725			450,949
Accrued expenses and other current liabilities		1,130,726			623,512
Total current liabilities		127,774,198			2,723,543

Other liabilities:
Operating lease liability, less current portion		549,254			2,094,079
Total liabilities		128,323,452			4,817,622

Commitments and contingencies (See Notes 4, 10 and 11)		–			–

Shareholders’ equity:
Common stock, $0.01 par value; 300,000,000 shares authorized; 87,163,107 and 73,846,883 shares issued and outstanding, respectively, at June 30, 2026; 86,145,514 shares issued and outstanding at September 30, 2025		871,631			861,455
Treasury Stock, at cost, 13,316,224 and 0 shares at June 30, 2026 and September 30, 2025, respectively		(69,862,786	)		–
Additional paid-in capital		1,667,506,242			1,655,874,892
Accumulated deficit		(1,124,303,875	)		(186,611,480	)
Total shareholders’ equity		474,211,212			1,470,124,867
Total liabilities and shareholders’ equity	$	602,534,664		$	1,474,942,489

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2026			2025			2026			2025

Revenues, net	$	10,779,711		$	2,494,769		$	45,176,076		$	10,242,151
Cost of sales		4,075,748			3,115,727			12,550,687			9,908,850
Gross profit		6,703,963			(620,958	)		32,625,389			333,301

Sales and marketing expenses		639,023			139,683			1,743,907			447,608
General and administrative expenses		5,767,407			1,799,140			12,604,049			4,940,264
General and administrative expenses - related party		1,025,354			–			6,947,775			–
Loss on digital assets		49,753,227			–			811,671,684			–
Impairment of digital assets		15,221,955			–			133,359,324			–
Derivative loss, net		4,560,874			–			4,291,848			–
Goodwill impairment		–			–			–			225,000
Operating loss		(70,263,877	)		(2,559,781	)		(937,993,198	)		(5,279,571	)

Interest income		(72,205	)		(6,964	)		(390,873	)		(35,506	)
Interest income - related party		–			–			(549,282	)		–
Interest expense - related party		516,937			12,099			576,353			35,901
Gain on change in fair value of marketable equity securities		(17,336	)		–			(17,336	)		–
Gain on change in fair value of warrant liability		–			(160,223	)		–			(160,223	)
Other (income)/ expense, net		–			(340	)		–			4,594
Loss from continuing operations before income taxes		(70,691,273	)		(2,404,353	)		(937,612,060	)		(5,124,337	)
(Benefit from) / provision for income taxes		(1,732,100	)		–			80,335			–
Loss from continuing operations		(68,959,173	)		(2,404,353	)		(937,692,395	)		(5,124,337	)
Income from discontinued operations, net of tax		–			1,554,331			–			2,114,639
Net loss		(68,959,173	)		(850,022	)		(937,692,395	)		(3,009,698	)

Deemed dividend on Series B Convertible Preferred Stock		–			(10,278	)		–			(10,278	)
Net loss attributable to common shareholders	$	(68,959,173	)	$	(860,300	)	$	(937,692,395	)	$	(3,019,976	)


Basic (loss)/earnings per share :
Basic loss per share from continuing operations	$	(0.80	)	$	(2.17	)	$	(10.02	)	$	(4.65	)
Basic earnings per share from discontinued operations		–			1.40			–			1.92
Basic loss per share	$	(0.80	)	$	(0.77	)	$	(10.02	)	$	(2.73	)

Diluted (loss)/earnings per share:
Diluted loss per share from continuing operations	$	(0.80	)	$	(2.17	)	$	(10.02	)	$	(4.65	)
Diluted earnings per share from discontinued operations		–			1.40			–			1.92
Diluted loss per share	$	(0.80	)	$	(0.77	)	$	(10.02	)	$	(2.73	)

Weighted average common shares outstanding:
Basic		86,694,282			1,113,670			93,587,982			1,105,269
Diluted		86,694,282			1,113,670			93,587,982			1,105,269

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

For the Nine Months Ended June 30, 2026

Series A-1 Convertible

Series B Convertible

Additional

Preferred Stock

Common Stock

Treasury Stock

Paid-In

Accumulated

Amount

Capital

Deficit

Total

Balance at September 30, 2025

–

86,145,514

861,455

–

1,655,874,892

(186,611,480

)

1,470,124,867

Share-based compensation

–

17,159

–

17,159

Proceeds from ATM, net

–

311,951

3,120

–

7,454,066

–

7,457,186

Proceeds from stock options exercised

–

7,000

–

26,040

–

26,110

Share repurchases

–

(1,540,193

)

(10,882,955

)

–

(