FORWARD INDUSTRIES, INC. PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)


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FORWARD INDUSTRIES, INC.

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Forward Industries, Inc.

700 Veterans Memorial Highway, Suite 100

Hauppauge, New York 11788

_________________________

To The Shareholders of Forward Industries, Inc.:

We are pleased to invite you to attend the 2026 Annual Meeting of the Shareholders (the “Annual Meeting”) of Forward Industries, Inc. (“Forward”) which will be held virtually at 10:00 a.m. Central Standard Time on March 3, 2026. At the Annual Meeting, our shareholders will be asked to vote on the following proposals:

	1.	To elect five members to the Board of Directors of Forward.

	2.	To ratify the appointment of CBIZ CPAs P.C., as Forward’s independent registered public accounting firm for fiscal year ending on September 30, 2026.

	3.	To approve an amendment to increase the shares available for issuance under Forward’s 2021 Equity Incentive Plan to 8,724,667 shares of common stock.

	4.	To approve, on an advisory basis, the compensation paid to Forward’s named executive officers.

	5.	To approve, on an advisory basis, the frequency of the advisory vote on executive compensation.

	6.	To consider and approve a proposal to change Forward’s state of incorporation from New York to Texas by means of a merger of Forward with and into a wholly-owned Texas subsidiary (the “Reincorporation”), pursuant to the Agreement and Plan of Merger attached as Annex A to this Proxy Statement.

	7.	For the transaction of such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on January 22, 2026 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof. Please see pages 1-6 for additional information regarding accessing the Annual Meeting and how to vote your shares. You do not need to attend the meeting to vote your shares.

You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FWD2026. There is no physical location for the Annual Meeting.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to attend the virtual Annual Meeting. You can vote on the Internet, by telephone, by using the enclosed proxy card, or during the virtual Annual Meeting. If you vote prior to the meeting, you may still attend and change your vote during the meeting if you wish.

	By the Order of the Board of Directors

	/s/	Michael Pruitt
		Michael Pruitt
		Interim Chief Executive Officer

Dated: January 26, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on March 3, 2026: This Proxy Statement and Form 10-K are available at: https://www.proxyvote.com

If You Plan to Attend

Registration will begin at 9:00 a.m. Central Standard Time. Shares can be voted at the virtual meeting only if the holder is present in person virtually or by valid proxy.

For admission to the virtual meeting, each shareholder will need to access the meeting using their control number found on their proxy card or voting instruction form. The control number will serve as verification of stock ownership as of the record date.

Whether or not you plan on attending the virtual meeting, please vote your shares via the Internet, by phone or by signing and dating the enclosed proxy and returning it in the postage-paid envelope provided. Your vote is very important.

REVIEW THE PROXY STATEMENT AND VOTE IN FOUR WAYS:

VIA THE INTERNET IN ADVANCE

Visit www.proxyvote.com.

BY MAIL

Sign, date, and return the enclosed proxy card or voting instruction form.

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BY TELEPHONE

Call the telephone number on your proxy card or voting instruction form.

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AT THE MEETING

Attend the Annual Meeting virtually. See page 1 for additional details on how to attend.

Whether or not you expect to attend the virtual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

TABLE OF CONTENTS

Questions and Answers Regarding the Annual Meeting of Shareholders	1

PROPOSAL 1. ELECTION OF DIRECTORS	7

DIRECTORS AND EXECUTIVE OFFICERS	8
Corporate Governance	10
Committees Of The Board Of Directors	11
Compensation Of Directors	16
Executive Compensation	17
Summary Compensation Table	17
Named Executive Officer Employment Compensation Arrangements/Agreements	18
Outstanding Equity Awards At Fiscal Year-End 2025	19

PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026	24

PROPOSAL 3. Approval of the Amendment to the Forward Industries, Inc. 2021 Equity Incentive Plan	27

PROPOSAL 4. ADVISORY VOTE ON EXECUTIVE COMPENSATION	33

PROPOSAL 5. ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION	34

PROPOSAL 6. REINCORPORATION	36

PROPOSAL 7. ADJOURNMENT	53

OWNERSHIP OF OUR STOCK	54

OTHER MATTERS	56

Forward Industries, Inc.

700 Veterans Memorial Highway, Suite 100

Hauppauge, New York 11788

(631) 547-3041

2026 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

Why am I receiving these materials?

These proxy materials are being sent to the holders of shares of the voting stock of Forward Industries, Inc., which we refer to as “Forward” or the “Company,” in connection with the solicitation of proxies by our Board of Directors (“Board”) for use at the 2026 Annual Meeting of Shareholders to be held virtually at 10:00 a.m. Central Standard Time on March 3, 2026. The proxy materials relating to the Annual Meeting are first being mailed to shareholders entitled to vote at the meeting on or about January 26, 2026. A copy of our Form 10-K for the year ended September 30, 2025 is being mailed concurrently with this Proxy Statement.

Who is Entitled to Vote?

Our Board has fixed the close of business on January 22, 2026 as the record date for a determination of shareholders entitled to notice of, and to vote at, this Annual Meeting or any adjournment thereof. On the record date, there were 83,642,042 shares of common stock outstanding. Treasury shares are not deemed outstanding and cannot be voted at the Annual Meeting. Each share of Forward common stock represents one vote that may be voted on each matter that may come before the Annual Meeting. As of the record date, Forward had no outstanding preferred stock.

What is the difference between holding shares as a record holder and as a beneficial owner?

If your shares are registered in your name with our transfer agent, Equity Stock Transfer, LLC, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by Forward.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct that organization on how to vote your shares.

Who May Attend the Meeting?

Record holders and beneficial owners may attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/FWD2026. If you are the beneficial owner of shares held in street name, you will need to obtain a legal proxy from your brokerage firm, bank, or other holder of record in order to vote during the Annual Meeting. Beneficial owners should refer to the voting instructions provided by their brokerage firm, bank, or other holder of record for information on how to obtain a legal proxy. We encourage you to vote your proxy by Internet, by phone or by mail prior to the meeting, even if you plan to attend the Annual Meeting.

How Do I Vote?

Record Holder

	1.	Vote by Internet. The website address for Internet voting is on your proxy card.

	2.	Vote by phone. Call 1 (800) 690-6903 and follow the instructions.

	3.	Vote by mail. Mark, date, sign and promptly mail the enclosed proxy card (a postage-paid envelope is provided for mailing in the United States).

	4.	Vote during the meeting. Visit www.virtualshareholdermeeting.com/FWD2026 and follow the instructions provided on the website.

If you vote by Internet or phone, please DO NOT mail your proxy card.

Beneficial Owner (Holding Shares in Street Name)

	1.	Vote by Internet. The website address for Internet voting is on your voting instruction form.

	2.	Vote by phone. Call 1 (800) 690-6903 and follow the instructions.

	3.	Vote by mail. Mark, date, sign and promptly mail the enclosed voting instruction form (a postage-paid envelope is provided for mailing in the United States).

	4.	Vote during the meeting. Visit www.virtualshareholdermeeting.com/FWD2026 and follow the instructions provided on the website.

What Constitutes a Quorum?

To carry on the business of the Annual Meeting, we must have a quorum. A quorum is present when the holders of one third (33.3%) of the shares entitled to vote, as of the record date, are present in person or represented by proxy. Shares owned by Forward are not considered outstanding or considered to be present at the Annual Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining the existence of a quorum.

What happens if Forward is unable to obtain a Quorum?

If a quorum is not present to transact business at the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation of proxies.

What happens if I do not give specific voting instructions?

Record Holder. If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or you sign, date and return a proxy card without giving specific voting instructions, then your shares will be voted in accordance with the Board’s recommendations.

Beneficial Owners. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote at its discretion on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will not have the authority to vote your shares on that proposal. This is generally referred to as a “broker non-vote.” In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. However, broker non-votes will affect the outcome of Proposal 6 (Reincorporation), which requires approval by a majority of all outstanding shares. Please make sure to provide your voting instructions to your broker or the organization that holds your shares.

Important Rule Affecting Beneficial Owners Holding Shares In Street Name

Brokers may no longer use discretionary authority to vote shares on the election of directors. Please submit your voting instruction form so your vote is counted.

Which Proposals are Considered “Routine” or “Non-Routine”?

Proposals 2 and 7 are considered routine, and Proposals 1, 3, 4, 5 and 6 are considered non-routine. A broker or other nominee cannot vote without instructions on non-routine matters.

How Many Votes are Needed for Each Proposal to Pass and what is the effect of a Broker Non-Vote and Abstention?

Proposals	Vote Required	Broker Discretionary Votes Allowed	Effect of Abstentions (1)

Election of Directors	Plurality, which means that the five nominees receiving the highest number of affirmative votes will be elected.	No. However, broker non-votes have no effect on this proposal.	No effect.
Ratification of Independent Registered Public Accounting Firm	Majority of the shares present in person or represented by proxy at the meeting and entitled to vote.	Yes.	Same as a vote “Against.”
Approval of the amendment to the 2021 Equity Incentive Plan	Majority of the shares present in person or represented by proxy at the meeting and entitled to vote.	No. However, broker non-votes have no effect on this proposal.	Same as a vote “Against.”
Advisory Vote to Approve Executive Compensation (“Say on Pay” Vote)	Majority of the shares present in person or represented by proxy at the meeting and entitled to vote. (2)	No. However, broker non-votes have no effect on this proposal.	Same as a vote “Against.”
Advisory Vote to Set the Frequency of Future “Say on Pay” Votes	The option that receives the most votes cast at the Annual Meeting will be considered by our Board in determining the preferred frequency with which we will hold a shareholder vote to approve the compensation program for our named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC. (2)	No. However, broker non-votes have no effect on this proposal.	Same as a vote “Against.”
Approval of the Reincorporation	Majority of outstanding shares of common stock.	No. Same effect as a Vote “Against”.	Same as a vote “Against.”
Adjournment of the Annual Meeting	Majority of the shares present in person or represented by proxy at the meeting and entitled to vote.	Yes.	Same as a vote “Against.”

	(1)	“Withhold” for Proposal 1. If you “withhold” authority to vote with respect to one or more director nominees, your vote will have no effect on the election of such nominees.
	(2)	As an advisory vote, this proposal is not binding. However, the Board will consider the outcome of the vote when making future decisions regarding compensation for our Named Executive Officers and the frequency of future votes.

What Are the Voting Procedures?

In voting by proxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees. With regard to the remaining proposals, you may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your voting instruction form.

Is My Proxy Revocable?

Record Holder. You may revoke your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice to the Corporate Secretary of Forward, by delivering a proxy card dated after the date of the proxy or by voting during the Annual Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Forward Industries, Inc., 700 Veterans Memorial Highway, Suite 100, Hauppauge, New York 11788, Attention: Corporate Secretary.

Beneficial Owners. If you are the beneficial owner of shares held in street name, you must follow the instructions provided by your broker, bank, or other holder of record for changing or revoking your proxy. Beneficial owners may also attend and vote online during the annual meeting, which will replace any previous votes.

Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by Forward. In addition to the solicitation by mail, proxies may be solicited by our officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held by such persons of record, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.

What Happens if Additional Matters are Presented at the Annual Meeting?

Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you submit a signed proxy card, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If for any unforeseen reason any of our nominees becomes unavailable as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

What is “householding” and how does it affect me?

Record holders who have the same address and last name will receive only one copy of their proxy materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other record holders with whom you share an address, receive multiple copies of these proxy materials, or if you hold Forward stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our Corporate Secretary at: Forward Industries, Inc., 700 Veterans Memorial Highway, Suite 100, Hauppauge, New York 11788 or (631) 547-3041.

If you participate in householding and wish to receive a separate copy of these proxy materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact our Corporate Secretary as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I Have Dissenters’ (Appraisal) Rights?

Dissenters’ or appraisal rights are not available to Forward shareholders with any of the proposals brought before the Annual Meeting.

Can a Shareholder Present a Proposal To Be Considered At the Next Annual Meeting?

If you wish to submit a proposal to be considered at the 2027 Annual Meeting (“2027 Meeting”), the following is required:

	·	For a shareholder proposal to be considered for inclusion in Forward’s Proxy Statement and proxy card for the 2027 Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, which we refer to as the “Exchange Act,” our Corporate Secretary must receive the written proposal no later than September 28, 2026, which is 120 calendar days prior to the one year anniversary date Forward’s Proxy Statement was mailed to shareholders in connection with this Annual Meeting. Such proposals also must comply with Securities and Exchange Commission (“SEC”) regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company sponsored materials.

	·	Our Bylaws include advance notice provisions that require shareholders desiring to recommend or nominate individuals to the Board or who wish to present a proposal at the 2027 Meeting must do so in accordance with the terms of the advance notice provisions. For a shareholder proposal or a nomination that is not intended to be included in Forward’s Proxy Statement and proxy card under Rule 14a-8, our Corporate Secretary must receive the written proposal no later than 120 calendar days nor more than 150 calendar days prior to the first anniversary of this year’s Annual Meeting; Provided, however, that in the event that the 2027 Meeting is changed more than 30 days before or after such anniversary date, the proposal must be received no earlier than the close of business on the 120th day prior to the 2027 Meeting and not later than the 90th date prior to the Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. If a shareholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-8 under the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. Your notice must contain the specific information set forth in our Bylaws.

	·	Additionally, you must be a record holder at the time you deliver your notice to the Corporate Secretary and are entitled to vote at the 2027 Meeting and meet the ownership requirements contained in Section 208 of our Bylaws.

To the extent the Reincorporation, as described below, becomes effective, in order to submit a proposal a shareholder will be required to follow the procedures described on page 48 of this Proxy Statement.

A nomination or other proposal will be disregarded if it does not comply with the above procedures. All proposals and nominations should be sent to Forward Industries, Inc., 700 Veterans Memorial Highway, Suite 100, Hauppauge, New York 11788, Attention: Corporate Secretary.

We reserve the right to amend our Bylaws and any change will apply to the 2027 Meeting unless otherwise specified in the amendment.

Interest of Officers and Directors in Matters to Be Acted Upon

Except in the election of directors (Proposal 1) and their ability to participate and receive awards under the 2021 Equity Incentive Plan (Proposal 3), none of the officers or directors have any interest in any of the matters to be acted upon at the Annual Meeting.

In addition, our directors and executive officers may have interests in the Reincorporation Proposal (Proposal 6) that are different from, or in addition to, the interests of the shareholders generally. See “Proposal 6 - Reincorporation” below.

YOUR VOTE IS IMPORTANT

Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting. You can vote by Internet, by telephone, or by using the enclosed proxy card.

Our proxy tabulator, Broadridge Financial Solutions, must receive any proxy that will not be voted at the Annual Meeting by 11:59 p.m. New York time on March 2, 2026.

The Board Unanimously recommends that shareholders vote “FOR” the election to the Board of each of the nominees in Proposal 1, and “FOR” Proposals 2, 3, 4, 5 (THREE years), 6 and 7.

PROPOSAL 1. ELECTION OF DIRECTORS

Forward’s shareholders elect the Board members annually. Sangita Shah was elected by our shareholders to serve for a term expiring at this Annual Meeting, while Mr. Keith Johnson was appointed by the Board to fill a vacancy created by the resignation of our former Chairman of the Board. Pyahm (Kyle) Samani and Michael Pruitt were appointed to the Board in connection with our September 2025 private placement offering (“2025 PIPE”). Saurabh Sharma, a director nominee, has served as a Board Observer since the closing of the 2025 PIPE.

The Board proposes and recommends the election of the following nominees as directors:

Pyahm (Kyle) Samani

Sangita Shah

Keith Johnson

Michael Pruitt

Saurabh Sharma

All of the nominees listed above have agreed to serve if elected. The five persons who receive the most votes cast will be elected and will serve as directors until the next Annual Meeting. If a nominee becomes unavailable for election before this Annual Meeting, the Board can name a substitute nominee and proxies will be voted for such substitute nominee unless an instruction to the contrary is written on the proxy card. Furthermore, we may appoint an additional person to our Board before the Annual Meeting. The principal occupation and certain other information about the nominees and our executive officers are set forth on the following pages.

The Board recommends a vote “FOR” the election of the nominated slate of directors.

DIRECTORS AND EXECUTIVE OFFICERS

The following table represents our Board nominees for election at the Annual Meeting.

Name	Age	Appointed
Pyahm (Kyle) Samani	35	September 2025
Sangita Shah	60	February 2015
Keith Johnson	68	May 2025
Michael Pruitt	66	September 2025
Saurabh Sharma	45	Nominee

Director Nominee Biographies

Pyahm (Kyle) Samani. Mr. Samani was appointed as Chairman of the Board in connection with the closing of the 2025 PIPE. In May 2017, Mr. Samani founded Multicoin Capital Management, LLC (“Multicoin”), one of the three lead investors in the 2025 PIPE. Mr. Samani has served as one of Multicoin’s Managing Partners since its founding. Since 2022, Mr. Samani has worked directly with members of Congress and the administration on key regulatory issues affecting the digital asset industry. Mr. Samani was appointed director in connection with the 2025 PIPE and for his expertise in, and contributions to, the SOL industry.

Sangita Shah. Ms. Shah currently serves as non-executive chairman of the Quoted Companies Alliance, which represents over 90% of UK small and midsized market cap FTSE companies. Ms. Shah is the director and owner of Odyssean Enterprises Limited, a private advisory and investment company, and serves as non-executive chairman of Big Technologies PLC, (FTSE: BIG), a UK based company providing remote monitoring tech for criminal justice and healthcare globally. She was previously non-executive chairman of Kinovo PLC, (FTSE: KINO), a leading UK provider of specialist property services centered on safety and regulatory compliance, chairman of Inspired PLC, (FTSE: INSE) UK’s leading energy and sustainability advisor, chairman of RA International PLC, (FTSE: RAI), a leading provider of services to remote locations in Africa and the Middle East and board director and chair of ESG for Ten Entertainment PLC (FTSE: TEN), an operator of entertainment centers. Ms. Shah also serves as a trustee of Willow Foundation. Ms. Shah previously worked in seed/mezzanine financing and strategic investments within the environmental and technology sectors following a number of senior roles held at KPMG, Ernst & Young, Unilever and Mars Inc. She has spent 20 years volunteering for Windsor Leadership, a charity based on providing leadership courses at Windsor Castle and established by the Duke of Edinburgh and Professor Charles Handy. She also previously served as our Lead Director. Ms. Shah was selected as a director for her board and accounting experience.

Keith Johnson. Mr. Johnson has been a director of the Company since May 2025. Since May 2023, Mr. Johnson has been the interim Chief Financial Officer of Amaze Holdings Inc. (NYSE American: AMZE), an e-commerce wine product company. Prior to May 2023, Mr. Johnson provided consulting and accounting services to several companies on a contract basis. Prior to that, Mr. Johnson served as Chief Financial Officer of Watertech Equipment & Sales, a startup company formed to develop biological pathogen reduction technologies from October 2014 until December 2020. Since April 2020, Mr. Johnson has served on the board of directors of Amergent Hospitality Group Inc. (“Amergent”) and as chairman of its audit committee and a member of its compensation committee. Mr. Johnson was selected as a director because of his board experience and his strong accounting background.

Michael Pruitt. Mr. Pruitt previously served on our Board from January 28, 2025 to May 16, 2025. Mr. Pruitt was reappointed to the Board in September 2025 and has also served as our Chief Executive Officer since May 16, 2025. Mr. Pruitt founded Avenel Financial Group, a boutique financial services firm concentrating on emerging technology company investments in 1999. In February 2005, Mr. Pruitt formed Chanticleer Holdings, Inc., then a public holding company (now known as Sonnet BioTherapeutics Holdings, Inc.), and he served as Chairman of the Board of Directors and Chief Executive Officer until April 1, 2020, at which time the restaurant operations of Chanticleer Holdings were spun out into a new public entity, Amergent Hospitality Group, Inc., where Mr. Pruitt continues to serve as its Chairman and Chief Executive Officer. From October 2020 until September 2025, Mr. Pruitt was a member of the Board of Directors of IMAC Holdings, Inc. (OTCQB: BACK). From July 2023 until June 2025, Mr. Pruitt served as the Interim Chief Executive Officer of Amaze Holdings, Inc. (NYSE American: AMZE) (Formerly, Fresh Vine Wine, Inc.) (“Amaze”), an e-commerce wine product company. Mr. Pruitt also has served as a director of Amaze since December 2021. Mr. Pruitt received a B.A. degree from Coastal Carolina University. Mr. Pruitt currently sits on the Board of Visitors of the E. Craig Wall Sr. College of Business Administration, the Coastal Education Foundation Board, and the Athletic Committee of the Board. Mr. Pruitt was selected as a director for his extensive public company leadership experience and expertise in the emerging technology sectors.

Saurabh Sharma. Mr. Sharma has been a Board Observer since the closing of the 2025 PIPE. Since January 2022, Mr. Sharma has been the Chief Investment Officer of Jump Crypto, which is the crypto division of Jump Trading Group, a research-driven quantitative trading firm. J. Digital 6 Cayman Ltd., one of the Company’s significant stockholders, is an affiliate of Jump Trading Group. From 2015 until January 2022, Mr. Sharma was a General Partner at Jump Capital, an early-stage venture firm investing in Fintech, application software and infrastructure. Mr. Sharma holds an MBA from Chicago Booth and Master’s in Computer Science from Cornell University. Mr. Sharma was selected as a director for his deep and extensive knowledge of the crypto and traditional finance industries.

Executive Officers of Forward Industries, Inc.

Name	Age	Position	Appointed
Michael Pruitt	66	Interim Chief Executive Officer	May 2025
Kathleen Weisberg	55	Chief Financial Officer	July 2023
Georgia Quinn	46	General Counsel	November 2025
Ryan Navi	35	Chief Investment Officer	December 2025

Michael Pruitt. See Mr. Pruitt’s biography above.

Kathleen Weisberg. Ms. Weisberg was appointed the Company’s Chief Financial Officer effective July 1, 2023. Prior to her appointment as Chief Financial Officer, Ms. Weisberg served as the Company’s Corporate Controller from June 2020 to June 2023. Prior to joining the Company, Ms. Weisberg held various audit, accounting and financial reporting roles for companies including WW International, Inc. (formerly Weight Watchers International, Inc.), Symbol Technologies, Inc. and Ernst & Young LLP. Ms. Weisberg is a Certified Public Accountant in New York.

Georgia Quinn. Ms. Quinn was appointed the Company’s General Counsel on November 17, 2025. Prior to her appointment, Ms. Quinn served as the Chief Legal Officer of Securitize, Inc., a tokenization platform from February 2025 through October 2025. From September 2020 until December 2024, Ms. Quinn served as General Counsel and then advisor to Anchorage Digital (Anchor Labs Inc.), the first federally chartered digital asset bank. From January 2018 to September 2020, Ms. Quinn served as general counsel to CoinList (Amalgamated Token Services, Inc.) a digital asset platform. From January 2015 to January 2018, Ms. Quinn was the co-founder and CEO of iDisclose (acquired by KingsCrowd) a legal technology company that automates SEC filings. Ms. Quinn began her career as a capital markets attorney at Weil, Gotshall and Manges LLP and Seyfarth Shaw LLP.

Ryan Navi. Mr. Navi was appointed the Company’s Chief Investment Officer on December 1, 2025. From September 2021 through September 2025, Mr. Navi was most recently a Managing Director of ParaFi Capital, an alternative asset management and technology firm focused on blockchain and digital assets. From January 2021 to September 2021, Mr. Navi co-founded and was the Managing Partner of Pyxis Capital Management, LLC, an alternative digital asset fund ultimately absorbed by ParaFi. From July 2015 until January 2021, Mr. Navi held a number of positions (with the most recent being a principal) at KKR & Co. Inc., a global investment firm that offers alternative asset management solutions. Prior to KKR, Mr. Navi began his career as an investment banker in the mergers and acquisitions group at Citigroup.

There are no family relationships between any of the executive officers and directors. Our Bylaws require that each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his or her successor is elected. See the section titled “Related Person Transactions”.

In July 2024, Amergent Hospitality Group Inc., where Mr. Pruitt serves as Chairman and Chief Executive Officer and Mr. Johnson serves as a director, filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Northern District of Texas (the “Court”). In October 2025, the Court approved the reorganization of Amergent Hospitality Group, Inc. and the liquidation of certain of its subsidiaries.

Corporate Governance

Board Responsibilities

The Board oversees, counsels, and directs management in the long-term interest of Forward and its shareholders. The Board’s responsibilities include establishing broad corporate policies and reviewing the overall performance of Forward. The Board is not, however, involved in the operating details on a day-to-day basis.

Board Committees and Charters

The Board delegates various responsibilities and authority to different Board committees (“Committees”). The Board and the Committees meet throughout the year and act by written consent from time-to-time as appropriate. Committees regularly report on their activities and actions to the Board.

The Board currently has the following committees and appoints the members of the Audit and Risk Committee (the “Audit Committee”), the Compensation Committee, and the Nominating and Governance Committee. Each of these Committees has a written charter which may be accessed through Forward’s website at: https://www.forwardindustries.com/investors/governance/.

The following table identifies the independent and non-independent Board and Committee members:

Name	Independent	Audit and Risk	Compensation	Nominating and Governance
Pyahm (Kyle) Samani (1)	X
Sangita Shah	X	X	Chair	X
Keith Johnson	X	Chair	X	X
Michael Pruitt (1)
Number of Meetings Held		4	3	1

(1)

Appointed September 10, 2025

There were 10 Board meetings held in fiscal 2025. All of the directors attended over 75% of the applicable Board and Committee meetings held in fiscal 2025. The Company does not have a policy regarding Board members attending annual meetings.

Director Independence

Our Board has determined that Sangita Shah, Kyle Samani, Saurabh Sharma, and Keith Johnson are independent in accordance with standards under the Nasdaq Listing Rules. Our Board determined that as a result of being employed as an executive officer, Mr. Pruitt was not independent under the Nasdaq Listing Rules. In its analysis of Mr. Samani’s independence determination, the Board considered the beneficial ownership of the Company’s common stock held by Mr. Samani and relevant guidance related to stock ownership and independence.

Our Board has also determined that Sangita Shah, Saurabh Sharma and Keith Johnson are independent under the Nasdaq Listing Rules independence standards for Audit Committee members and Compensation Committee members.

Committees of the Board of Directors

Audit and Risk Committee

The Audit Committee reviews our financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

Audit and Risk Committee Financial Expert

Our Board has determined that Mr. Johnson and Sangita Shah are qualified as Audit Committee Financial Experts, as that term is defined by the rules of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

Compensation Committee

The function of the Compensation Committee is to make recommendations to the Board concerning Board and committee compensation. The Compensation Committee is also responsible for oversight of our overall compensation plans and benefit programs, as well as the approval of all employment, severance and change of control agreements and plans applicable to our executive officers. The Compensation Committee is also responsible for determining the compensation of and compensation structure for all of the Company’s executive officers. The Compensation Committee reviews and approves equity-based compensation grants to our officers, directors, employees and consultants in accordance with the Company’s equity incentive plans.

Nominating and Governance Committee

The responsibilities of the Nominating and Governance Committee include the identification of individuals qualified to become Board members, establishing the procedures for the nomination process and the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, oversight of possible conflicts of interests involving the Board and its members, developing policies and procedures for related party transactions, developing corporate governance principles, and the oversight of the evaluations of the Board and management specifically with respect to Corporate Governance. The Nominating and Governance Committee will carefully review and consider in good faith any director candidates recommended by shareholders.

Board Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our board members, as well as a particular nominee’s contribution to that mix. Although there are many other factors, the Board seeks individuals with experience in the digital asset industry, finance, technology, sales and marketing, legal and accounting skills and board experience. The Board and the Nominating and Governance Committee also seek individuals with diversity of race, ethnicity and gender.

Board Leadership Structure

Our Board has determined that its current structure, with an independent Chairman Kyle Samani, is in the best interests of Forward and its shareholders at this time. A number of factors support the leadership structure chosen by the Board, including among others, that:

	·	The Board believes that having an independent Chairman provides effective oversight and independence of our Board.

	·	The Board believes that the appointment of a strong independent Chairperson with knowledge of and experience in the digital asset industry and the use of regular executive sessions of the independent directors, along with the Board’s committee system, allow it to maintain effective oversight of management.

Role of Board in Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. The Board is responsible for overseeing the development and execution of the Company’s strategic plans and for understanding the associated risks and actions that management is taking to manage and mitigate those risks. The Board believes that taking an active role in the oversight of Forward’s corporate strategy and the related risks is appropriate, given our Board members’ combined breadth and depth of experience, and is critical to ensuring that the long-term interests of Forward and its shareholders are being served. The Board also encourages management to promote a culture that actively manages risks as a part of Forward’s corporate strategy and day-to-day business operations. Forward’s management is responsible for developing and implementing the company’s strategic plans and for identifying, evaluating, managing, and mitigating the risks inherent in those plans.

Our management keeps the Board apprised of material risks and provides directors access to all information necessary for them to understand and evaluate how these risks interrelate, how they affect us, and how management addresses those risks. Michael Pruitt, as our Interim Chief Executive Officer, and Kathleen Weisberg, our Chief Financial Officer, work closely together with the Board, the Audit Committee and our Chairman on how to best address identified risks. If the identified risk poses an actual or potential conflict with management, our independent directors may conduct the assessment. Presently, the primary risks affecting us include: (i) our ability to adapt to a new industry, including regulatory compliance and market volatility associated with digital assets; (ii) executing our digital asset treasury strategy and business plan; (iii) cybersecurity risks associated with digital asset holdings; and (iv) liquidity and operational risks during our business transition.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. Although not required, the Code of Ethics also applies to our Board. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure, and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistle-blowing or the prompt reporting of illegal or unethical behavior. A copy of our Code of Ethics is available on our website at www.forwardindustries.com/investors/governance and will be provided without charge upon written request to our Corporate Secretary.

Anti-Hedging Policies

Under the Company’s Insider Trading Policy, all officers, directors and employees are prohibited from engaging in hedging, pledging or short-selling transactions.

Communication with our Board of Directors

Although we do not have a formal policy regarding communications with the Board, shareholders may communicate with the Board by writing to us at Forward Industries, Inc., 700 Veterans Memorial Highway, Suite 100, Hauppauge, New York 11788, Attention: Corporate Secretary, or by facsimile (631) 676-7748. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during the fiscal year ended September 30, 2025, except for the Form 4s for Kathleen Weisberg, Michael Pruitt, Sharon Hrynkow and Sangita Shah, which were filed one day past the due date of September 11, 2025. Each of these Form 4s reported one transaction.

Related Person Transactions

Forward Industries Asia-Pacific Corporation

The Company had a Buying Agency and Supply Agreement (the “Supply Agreement”) with Forward Industries Asia-Pacific Corporation (“Forward China”). Terence Wise, the Company’s former Chairman, Chief Executive Officer and greater than 10% beneficial owner, is the owner of Forward China. Mr. Wise resigned in May 2025. In addition, Jenny P. Yu, a Managing Director of Forward China, owned more than 5% of the Company’s common stock. The Supply Agreement provided that Forward China would act as the Company’s exclusive buying agent and supplier of products in the Asia Pacific region. The Company purchased products at Forward China’s cost and paid Forward China a monthly fee for services it provided under the Supply Agreement. Through March 2023, the monthly service fee was calculated at $100,000 plus 4% of “Adjusted Gross Profit,” which is defined as the selling price less the cost from Forward China. From April 2023 through October 2023, the fixed portion of the monthly fee was reduced to $83,333 per month. This supply agreement expired October 22, 2023.

On November 2, 2023, the Company and Forward China entered into a new Buying Agency and Supply Agreement (the “New Agreement”). The New Agreement provided that Forward China would act as the Company’s exclusive buying agent and supplier of products in the Asia Pacific region. The Company purchased products at Forward China’s cost and paid Forward China a monthly fee for services it provided under the New Agreement. The monthly service fee was $65,833 plus 4% of “Adjusted Gross Profit,” which is defined as the selling price less the cost from Forward China. The New Agreement expired October 31, 2024. The New Agreement was substantially similar to the Supply Agreement (disclosed above) except for the reduced monthly fee payable to Forward China. In November 2024, the Company and Forward China agreed to: (i) extend the New Agreement until April 30, 2025, but allow either party to cancel with 30 days’ notice, (ii) reduce the fixed portion of the sourcing fee to $35,000 per month, and (iii) change the payment terms to better align with payments from our customers. The New Agreement was extended to and subsequently expired in May 2025 in connection with the Transaction Agreement (described below). The Company recorded service fees to Forward China of approximately $331,000 and $891,000 during fiscal 2025 and 2024, respectively.

On November 2, 2023, the Company and Forward China entered into a Deferred Payment Agreement. As of October 30, 2023, the Company owed Forward China $7,365,238 for the purchase of products in its OEM and retail divisions and the cancelation of open purchase orders related to the Company’s exit from the retail division. To preserve the Company’s liquidity, Forward China agreed to limit the amount of the payables that it would seek to collect from the Company to $500,000 in any 12-month period. All amounts due to Forward China under the Supply Agreement, New Agreement and Deferred Payment Agreement have been settled in accordance with the Transaction Agreement and Separation Agreement (described below).

In order to maintain compliance with Nasdaq’s listing standards, the Company entered into four separate agreements with Forward China, to convert an aggregate $4,925,000 of accounts payable due to Forward China into 4,925 shares of newly designated Series A-1 Convertible Preferred Stock with a stated value of $1,000 per share (the “Series A-1”). The holders of the Series A-1 had no voting rights and ranked senior to all classes or series of the Company’s common stock with respect to the distribution of assets upon liquidation, dissolution, or winding up. Subject to a 19.9% share cap (as defined in the Certificate of Amendment of the Certificate of Incorporation filed in connection with the transaction), the Series A-1 was convertible into a number of shares of the Company’s common stock as determined by (i) multiplying the number of shares to be converted by the Stated Value, (ii) adding the result of all accrued and accumulated and unpaid dividends on such shares to be converted, and then (iii) dividing the result by the conversion price of $7.50, subject to adjustment as defined in the Certificate of Designation. The Series A-1 was not redeemable. All of the Series A-1 were converted in fiscal 2025.

In October 2020, the Company began selling smart-enabled furniture, which is sourced by Forward China and sold in the U.S. under the Koble brand name. The Koble brand is owned by The Justwise Group, Ltd. (“Justwise”), a company owned by Mr. Wise. The Company recognized revenues from the sale of Koble products of $0 and $380,000 in fiscal 2025 and fiscal 2024, respectively. The Company had an agreement with Justwise under which (i) Justwise performed design, marketing and inventory management services related to the Koble products sold by the Company and (ii) the Company was granted a license to sell Koble products. In exchange for such services, the Company paid Justwise $10,000 per month plus 1% of the cost of Koble products purchased from Forward China. The agreement expired in August 2023 and was extended on a month-to-month basis until November 30, 2023.

The Company had an arrangement with Happ LLC (“Happ”), whose principal owner is the daughter of Ms. Yu, whereby the Company purchased products directly from Forward China and shipped the product directly to Happ. In consideration for these services, the Company was paid a 3.0% fee on the total cost of the product. Revenue recognized from Happ was approximately $0 and $523,000 in fiscal 2025 and fiscal 2024, respectively.

To fund the acquisition of IPS, the Company issued a $1.6 million promissory note to Forward China in consideration for a one-year loan. The note was originally due January 18, 2019, but has been subsequently extended several times and was due on December 31, 2025. The note bore an interest rate of 8% and charged monthly interest. The Company made approximately $49,000 and $63,000 in interest payments associated with the note in fiscal 2025 and fiscal 2024, respectively. In fiscal 2024, the Company made $500,000 of principal payments on this note. In fiscal 2025, the Company repaid the remaining principal and interest on this note.

On May 16, 2025, the Company and Forward Industries (IN), Inc., a wholly-owned subsidiary of the Company entered into a Transaction Agreement with Forward China, a company owned by Terence Wise, who at the time served as the Company’s Chairman of the Board and Chief Executive Officer. Pursuant to the Transaction Agreement, the Company sold its wholly-owned subsidiary, Forward Industries (Switzerland) GmbH and certain other assets related to the Company’s discontinued Original Equipment Manufacturer business to Forward China to satisfy outstanding payables of approximately $4,100,000 due to Forward China under the New Agreement. Additionally, as part of the Agreement, (i) the Company and Forward China terminated the New Agreement and (ii) the Company and Forward China extended the maturity date of the promissory note dated January 18, 2018 (as amended) issued by the Company to Forward China to December 31, 2025. The Company repaid the promissory note prior to the end of fiscal 2025. In connection with the Transaction Agreement, the Company and Mr. Wise entered into a separation agreement and Mr. Wise resigned from all of his positions with the Company including as a director.

Galaxy Strategic Advisor Agreement

In September 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”) pursuant to which the Company sold and issued to the Purchasers in a private placement (the “Private Placement”) an aggregate of (i) 77,144,562 shares of common stock of the Company, at an offering price of $18.50 per share and (ii) pre-funded warrants to purchase 12,031,364 shares of common stock with $18.49999 of the exercise price per pre-funded warrant that was pre-funded at closing. In the Private Placement, the Purchasers tendered U.S. dollars, USD Coin (USDC) or Tether (USDT) to the Company as consideration for the securities. The Company received aggregate proceeds of approximately $1.65 billion, before deducting placement agent fees and other expenses.

In September 2025, the Company entered into a Strategic Advisor and Lead Investor Agreement with Galaxy Digital LP (“Galaxy”) pursuant to which we engaged Galaxy to serve as our strategic advisor with respect to the Private Placement. In consideration of Galaxy’s services, the Company issued to Galaxy, in addition to the securities acquired by Galaxy pursuant to the Securities Purchase Agreement, 1,783,519 Pre-Funded Warrants and 4,458,796 warrants to purchase common stock at $0.01 per share, based on certain share price milestones.

Galaxy Service Agreement

In September 2025, the Company entered into a services agreement (the “Services Agreement”) with Galaxy, pursuant to which the Company engaged Galaxy to provide certain operational, financial and human resources services to assist with the inception of its new digital asset treasury strategy. As compensation for its services, the Company pays Galaxy a monthly fee of approximately $583,000. The Services Agreement has an initial term of six months but may be extended for one additional six-month period if mutually agreed in writing by the parties. Through December 31, 2025, the Company incurred fees of approximately $2.14 million related to the Services Agreement.

Galaxy Asset Management Agreement

In September 2025, the Company entered into an asset management agreement (the “Asset Management Agreement”) with Galaxy Digital Capital Management LP, an SEC-registered investment adviser and subsidiary of Galaxy (the “Asset Manager”), pursuant to which the Company appointed the Asset Manager to provide discretionary investment management services with respect to all of our cash, cash equivalents, stablecoins, cryptocurrency and other investible assets (excluding (i) publicly-traded equities acquired pursuant to mergers, acquisitions, combinations or other similar transactions pursuant to which we acquire or otherwise combine or merge with another publicly-traded digital asset treasury company, (ii) privately offered equity securities and (iii) non-publicly traded convertible debt instruments). The Asset Manager is not authorized to act as custodian of the Company’s assets, nor to take possession or title to any assets. As compensation for the Asset Manager’s services, the Company pays management fees of 0.6% per annum of the value of the asset being managed. The Asset Manager is otherwise responsible for all of its overhead costs, and the Company will pay or reimburse the Asset Manager for all reasonable and documented expenses related to the operation of the account. The Asset Management Agreement has an initial term of three years commencing in September 2025 and renews for successive one-year renewal periods unless either party provides written notice of non-renewal at least 90 days prior to the end of the then-current term. Through December 31, 2025, the Company incurred management fees of approximately $2.23 million under the Asset Management Agreement.

Director Compensation Table 2025

In fiscal 2025, non-employee directors were compensated as follows:

Name (a)	Fees Earned or Paid in Cash ($)(b)	Stock Awards ($)(c)(1)	Option Awards ($)(d)(2)(3)	Non-Equity Incentive Plan Compensation ($)(e)	Nonqualified Deferred Compensation Earnings ($)(f)	All Other Compensation ($)(g)	Total ($)(j)

Pyahm (Kyle) Samani	-	-	-	-	-	-	0

Sangita Shah	60,000	1,298,000	80,001	-	-	-	1,438,001

Sharon Hrynkow (4)	43,333	-	436,909	-	-	-	480,243

Keith Johnson	13,333	-	40,000	-	-	-	53,333

Michael Pruitt	15,000	-	40,000	-	-	-	55,000

_______________________

(1)	Represents 50,000 shares of common stock issued to Sangita Shah in September 2025.

(2)	Amounts reported represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), disregarding estimates of forfeitures related to service-based vesting conditions. These amounts do not reflect the actual economic value that was or may be realized by the directors upon the vesting, exercise or settlement of the awards.

(3)	Represents:

	Shah: (i) 24,010 stock options granted in October 2024 and (ii) 12,147 stock options granted in June 2025.

	Hrynkow: (i) 24,010 stock options granted in October 2024, (ii) 12,147 stock options granted in June 2025, and (iii) 45,000 stock options granted in September 2025.

	Johnson: 12,147 stock options granted in June 2025.

	Pruitt: 90,000 stock options granted in September 2025. Does not include stock options granted for service as the interim Chief Executive Officer.

(4)	Dr. Hrynkow resigned as a director in October 2025, at which time all unvested equity awards were forfeited in accordance with their terms.

Executive Compensation

The following information is related to the compensation earned in fiscal 2025 and 2024 by (i) all persons who served as our principal executive officer during fiscal 2025 and (ii) our two other most highly compensated officers who were serving as executive officers at the end of fiscal 2025. We refer to these individuals as our “Named Executive Officers” or “NEOs.”

Summary Compensation Table

Name and Principal Position (a)	Year (b)	Salary ($)(c)	Bonus ($)(d)(1)	Stock Awards ($)(e)	Option Awards ($)(f)(2)	Non-Equity Incentive Plan Compensation ($)(g)	Non-Qualified Deferred Compensation Earnings ($)(h)	All Other Compensation ($)(i)(3)	Total ($)(j)

Michael Pruitt	2025	75,000	30,000	–	713,817	–	–	55,000	873,817
Interim Chief Executive Officer		–	–	–	–	–	–	–	–

Terence Wise (4)	2025	160,500	–	–	–	–	–	8,000	168,500
Former Chief Executive Officer	2024	240,750	–	–	–	–	–	12,000	252,750

Kathleen Weisberg	2025	258,333	100,000	–	356,909	–	–	10,750	725,992
Chief Financial Officer	2024	250,000	–	–	–	–	–	7,995	257,995

Robert Wild	2025	290,000	–	–	–	–	–	19,247	309,247
Executive Officer of IPS	2024	286,250	8,222	–	–	–	–	20,733	315,205

_________________________

(1)	Represents cash bonuses.

(2)	Amounts reported represent the aggregate grant date fair value of awards granted computed in accordance with ASC 718, disregarding estimates of forfeitures related to service-based vesting conditions. These amounts do not reflect the actual economic value that was or may be realized by the Named Executive Officers upon the vesting, exercise or settlement of the awards.

(3)	All other compensation for:

	Pruitt represents $15,000 cash fees paid to, and $40,000 estimated fair value of stock options granted to, Mr. Pruitt for his service as a director.

	Wise represents allowances for company expenses. Weisberg represents Company contributions to 401(k) plans.

	Wild represents allowances for automobile and phone and Company contributions to 401(k) plans.

(4)	Mr. Wise resigned in May 2025.

Named Executive Officer Employment Compensation Arrangements/Agreements

Michael Pruitt. Effective September 10, 2025, the Company and Michael Pruitt entered into a six-month employment agreement. Pursuant to his employment agreement, Mr. Pruitt is paid a monthly base salary of $30,000 and is eligible to earn a bonus based on certain performance metrics set by the Compensation Committee. Prior to entering into this employment agreement, Mr. Pruitt was paid a base salary of $200,000 per annum.

Kathleen Weisberg. Effective July 1, 2023, the Company and Kathleen Weisberg, the Company’s Chief Financial Officer, entered into a three-year employment agreement. Pursuant to her employment agreement and the amendment made and entered into as of August 11, 2025, Ms. Weisberg is paid an annual base salary of $275,000 and is eligible to earn a bonus based on certain fiscal targets and performance metrics to be set by the Compensation Committee of the Board in consultation with the Chief Executive Officer. As of the record date, no such targets or performance metrics have been established by the Compensation Committee. Subsequent to the end of fiscal 2025, Ms. Weisberg was paid a retention bonus of $25,000 and was promised an additional $50,000 bonus for continued service through June 30, 2026.

Terence Wise. Effective May 16, 2018, the Company and Terence Wise entered into a three-year employment agreement. Pursuant to his employment agreement, Mr. Wise received an annual base salary of $300,000. This employment agreement expired. Following expiration of his written employment agreement, Mr. Wise continued employment under substantially similar terms, though not formalized in writing. In November 2021, Mr. Wise’s base salary was increased to $325,000 per year, effective January 1, 2022. Mr. Wise was also paid $1,000 per month to cover various expenses in the performance of his duties as the Chairman and Chief Executive Officer of the Company. In December 2023, Mr. Wise agreed to a 25% reduction in his annual base salary for fiscal 2024 and fiscal 2025. Mr. Wise resigned in May 2025. See “Separation Agreement” discussed below.

Robert Wild. In connection with the acquisition of IPS, effective January 18, 2018, the Company entered into an at-will employment agreement with Robert Wild. Pursuant to his employment agreement, Mr. Wild was paid an annual base salary of $235,000. Mr. Wild’s base salary has since been increased to $290,000 per year. Mr. Wild receives an additional $10,000 per year for auto and cell phone allowance.

Bonus

Each of the Named Executive Officers is entitled to receive discretionary bonuses at the discretion of the Compensation Committee.

Termination Provisions

Mr. Pruitt would be entitled to receive six months’ base salary, payable in a lump sum no later than 15 days post termination, if his employment agreement is terminated by the Company without “Cause” or by him for “Good Reason”. Good Reason” under Mr. Pruitt’s employment agreement generally means a decrease in Salary and any failure by the Company to perform any material obligation under his employment agreement. “Cause” under his employment agreement generally means: (1) willful misconduct in connection with the performance of any of his duties; (2) willful failure, neglect or refusal to perform his duties or services under the employment agreement, which failure, neglect or refusal shall continue for a period of time after written notice has been given to the executive by or on behalf of the Board; and (3) the commission of, conviction of, or nolo contendere or guilty plea in connection with, a felony or a crime of moral turpitude.

Ms. Weisberg would be entitled to receive eight months base salary, payable in a lump sum no later than 15 days post termination, and other benefits if her employment agreement is terminated by the Company without “Cause” or by the executive for “Good Reason”. “Good Reason” under Ms. Weisberg’s employment agreement generally means (1) the assignment to the executive without her consent of duties materially inconsistent with such executive’s position; (2) a decrease in annual salary rate, other than an across the board decrease in salary applicable to all senior executives of the Company of not more than 10%; (3) any failure by the Company to perform any material obligation under, or its breach of a material provision of, the employment agreement; (4) the failure of a successor company to expressly assume the respective executive’s employment agreement. “Cause” under her employment agreement has a definition similar to the definition of “Cause” under Mr. Pruitt’s employment agreement (described above).

Mr. Wild is entitled to any accrued but unpaid base salary and other benefits if his employment agreement is terminated without cause. “Cause” under Mr. Wild’s employment agreement generally means: (1) dishonesty, illegal conduct, or gross misconduct; (2) any commission of embezzlement, misappropriation, or fraud; (3) the conviction of, plea of guilty, or nolo contendere to a felony or crime of moral turpitude; (4) willful and material failure to perform duties; (5) willful unauthorized disclosure of the Company’s confidential information; (6) the material breach of the employment agreement; and (7) the material failure to comply with the Company’s written policies or rules.

Retirement Plans

The Company has a 401(k) plan and provides employer contributions, for all of its employees, including Named Executive Officers. The Company does not offer any nonqualified pension plans, supplemental executive retirement plans, or other plans that provide for the payment of retirement benefits.

Outstanding Awards at Fiscal Year End 2025

Listed below is information with respect to unexercised options, stock that has not vested, and equity incentive plan awards for each Named Executive Officer outstanding as of September 30, 2025:

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)	(b)	(c)	(d)	($)(e)	(f)	(g)	($)(h)	(i)	(j)

Michael Pruitt	90,000	–	–	18.50	9/8/2030	–	–	–	–
	–	13,779	–	6.01	2/1/2030	–	–	–	–

Terence Wise	–	–	–	–	–	–	–	–	–

Kathleen Weisberg	45,000	–	–	18.50	9/8/2030	–	–	–	–

Robert Wild	1,364	–	–	15.60	1/1/2027	–	–	–	–
	1,380	–	–	14.70	7/1/2027	–	–	–	–

Risk Assessment Regarding Compensation Policies and Practices as they Relate to Risk Management

Our compensation program for employees does not create incentives for excessive risk taking by our employees or involve risks that are reasonably likely to have a material adverse effect on us. Our compensation has the following risk-limiting characteristics:

	·	Our base pay programs consisting of competitive salary rates provide a reliable level of income on a regular basis, which decreases incentive on the part of our executives to take unnecessary or imprudent risks;

	·	Awards are not tied to formulas that could focus executives on specific short-term outcomes;

	·	Equity awards, when issued, may be recovered by us should a restatement of earnings occur upon which incentive compensation awards were based, or in the event of wrongdoing by the recipient; and

	·	Equity awards, generally, have multi-year vesting which aligns the long-term interests of our executives with those of our shareholders and, again, discourages the taking of short-term risk at the expense of long-term performance.

Additionally, our Board has adopted a clawback policy in accordance with the rules of the Nasdaq Stock Exchange and SEC Rule 10D-1. This policy requires the recoupment of any “excess” incentive compensation (as defined in the applicable rules) earned by current and former executive officers during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, regardless of whether individual fault is established.

Equity Compensation Plan Information

The following table reflects the number of securities authorized for issuance under our equity compensation plans, including the number of securities to be issued upon exercise of outstanding awards and the weighted average exercise price for such awards, as of September 30, 2025.

Name of Plan	Upon Exercise of Outstanding Options, Restricted Stock Units, warrants and rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(b)	Number of Securities Remaining Available for Future Issuance Under Compensation Plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders
2021 Equity Incentive Plan	324,566	13.39	52,668
2011 Long Term Incentive Plan	2,041	14.40	–
Equity Compensation plans not approved by security holders	–	–	–
Total	326,607	–	52,668

No more securities are being issued under the 2011 Long Term Incentive Plan.

The Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

The Company maintains practices regarding the timing of equity-based compensation grants to executive officers, though it does not have a formal written policy governing such grants. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

During fiscal 2025, the Company awarded options to certain of our Named Executive Officers in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K disclosing material nonpublic information and ending one business day after the filing or furnishing of such report with the SEC. The following table provides information concerning each such award:


Name (a)	Grant date (b)	Number of securities underlying the award (c)	Exercise price of the award ($/Sh) (d)	Grant date for fair value of the award (e)(1)	Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day immediately following the disclosure of material nonpublic information (%)(f)
Michael Pruitt	9/8/2025	90,000	18.50	713,817	77.1
Kathleen Weisberg	9/8/2025	45,000	18.50	356,909	77.1

(1) Amounts reported represent the aggregate grant date fair value of awards granted without regards to forfeitures, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the Named Executive Officers.

The purpose of these grants was to retain the Named Executive Officers to assist in the execution of the Company’s new digital asset treasury strategy (as described in the Form 8-K filed with the SEC on September 8, 2025 and to align the interests of the Named Executive Officers with the new shareholders of the Company. The strike price of the options granted is $18.50, which requires the NEOs to pay the same amount as the purchase price paid by the new shareholders in the 2025 PIPE.

Pay-versus-Performance Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.


Year (a)	Summary Compensation Table Total for PEO (Terence Wise) (b)(1)($)		Compensation Actually Paid to PEO (Terence Wise) (c)(3)($)		Summary Compensation Table Total for PEO (Michael Pruitt) (b)(2)($)		Compensation Actually Paid to PEO (Michael Pruitt) (c)(3)($)		Average Summary Compensation Table Total for non-PEO Named Executive Officers (d)(4)($)		Average Compensation Actually Paid to non-PEO Named Executive Officers (e)(3)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return (f)(5)($)		Net Income/ (Loss) (g)(6)($)

2025		168,500		168,500		873,817		1,103,334		517,619		517,619		179		(166,974,340	)
2024		252,750		252,750		–		–		290,663		290,543		26		(1,950,587	)
2023		337,000		337,000		–		–		304,945		302,996		53		(3,716,651	)

(1) Represents the amounts reported for Mr. Wise, the Principal Executive Officer (“PEO”) who resigned on May 16, 2025, in the “Total” column of the “Summary Compensation Table” in each applicable year.

(2) Represents the amounts reported for Mr. Michael Pruitt, who was appointed as interim PEO and Chief Executive Officer on May 16, 2025, in the “Total” column of the “Summary Compensation Table” for fiscal year 2025 only. Mr. Pruitt did not serve as PEO during fiscal years 2024 or 2023.

(3) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay Versus Performance” table above. For purposes of the equity award adjustments shown below, no equity awards were cancelled as a result of a failure to meet vesting conditions. The valuation assumptions used to calculate fair values for purposes of the compensation actually paid calculation did not materially differ from those disclosed at the time of grant (as applicable). The table below details the applicable adjustments to the amount in the “Total” column of the “Summary Compensation Table” in each applicable year that were made to determine “compensation actually paid” (all amounts are averages for the NEOs other than the PEO).

(4) Represents the average of the amounts reported for the NEOs as a group (excluding the PEO) in the “Total” column of the “Summary Compensation Table” in each applicable year. The names of each of the NEOs included for these purposes for 2025 are Kathleen Weisberg and Robert Wild. The names of each of the NEOs included for these purposes for 2024 are Kathleen Weisberg, Robert Wild, Paul Severino, and Tom KraMer. The names of each of the NEOs for these purposes for 2023 are Anthony Camarda, Robert Wild, Paul Severino and Tom KraMer.

(5) Represents the cumulative total shareholder return of a fixed investment of $100 made at the closing price of the Company’s common stock at September 30, 2022 for the measurement period beginning on such date and continuing through and including the end of the applicable fiscal year reflected in the table.

(6) Represents the amount of net income/(loss) reflected in the Company’s audited consolidated financial statements for the applicable fiscal year reflected in the table.

Reconciliation of Summary Compensation to Compensation Actually Paid

Year	Name		Summary Compensation Table Total ($)		Deduct “Stock Awards” and “Option Awards” reported in Summary Compensation Table ($)			Add Year- End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Add (Deduct) Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)			Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Add (Deduct) Year over Year Change in Fair Value of Equity Awards Granted in Prior Years which Vested in the Year ($)			Add Value of any Dividends or Other Earnings Paid in the Year ($)		Compensation Actually Paid ($)
2025		PEO-Terence Wise		168,500		0			0		0			0		0			0		168,500
		PEO-Michael Pruitt		873,817		(753,817	)		269,517		0			713,817		0			0		1,103,334
		Other NEOs		517,619		(178,454	)		0		0			178,454		0			0		517,619
2024		PEO		252,750		0			0		0			0		0			0		252,750
		Other NEOs		290,663		0			0		0			0		(120	)		0		290,543
2023		PEO		337,000		0			0		0			0		0			0		337,000
		Other NEOs		304,945		0			0		(1,210	)		0		(739	)		0		302,996

Relationship Between Compensation Actually Paid and our Total Shareholder Return

Our stock price performance is not one of the elements used in determining Compensation Actually Paid to our Named Executive Officers. However, the amount of Compensation Actually Paid to our Named Executive Officers aligns with the Company’s Total Shareholder Return (TSR) due to the fact that a portion of the compensation paid to our Named Executive Officers is comprised of equity awards. In 2024, and 2023, the amount of Compensation Actually Paid to our Named Executive Officers was less than the Summary Compensation Table total for the Named Executive Officers due to the decline in fair value of equity awards due in part to the declining stock price and TSR.

Relationship Between Compensation Actually Paid and our Net Income/(Loss)

GAAP net income/(loss) is a measure of our overall profitability that we believe is a factor that can drive our stock price performance. However, Compensation Actually Paid is less sensitive to our annual GAAP net income/(loss) because management and our Board do not believe that our GAAP net income/(loss) is the only meaningful measure in allowing investors to evaluate management’s performance. The Board considers multiple factors when determining executive compensation, including both financial and non-financial performance metrics, strategic objectives, and market conditions. While the Company has experienced net losses in recent years, the Board believes that compensating executives competitively is necessary to retain key talent with the skills to provide the leadership the Company needs to succeed and to execute on the Company’s long-term strategic plan.

PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026

Our Board has appointed CBIZ CPAs P.C. (“CBIZ”) to serve as our independent registered public accounting firm for the fiscal year ending September 30, 2026. CBIZ has been Forward’s independent registered public accounting firm since March 2025. Prior to that, CohnReznick LLP (“CR”) was our independent registered public accounting firm. Selection of Forward’s independent registered public accounting firm is not required to be submitted to a vote of the shareholders of Forward for ratification. However, Forward is submitting this matter to the shareholders as a matter of good corporate governance. Even if the appointment is ratified, the Board may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Forward and its shareholders. If the appointment is not ratified, the Board will consider its options.

A representative of CBIZ is not expected to be present at the Annual Meeting.

Change in Independent Registered Public Accounting Firm

On March 28, 2025, the Audit Committee dismissed CR as the Company’s independent registered public accounting firm.

The reports of CR on the Company’s financial statements for the fiscal years ended September 30, 2024 and 2023 did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that the report on the Company’s financial statements for the fiscal year ended September 30, 2024 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern, which contemplated, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. During the fiscal years ended September 30, 2024 and 2023 and the subsequent interim period through March 28, 2025, the effective date of CR’s dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and CR on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of CR would have caused CR to make reference thereto in its reports on the financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Board recommends a vote “FOR” this Proposal No. 2.

Audit Committee

The Audit Committee, which as of the date of this proxy statement consists of Sangita Shah and Keith Johnson, reviews Forward’s financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

The Audit Committee met and held discussions with management and CBIZ. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and the Audit Committee reviewed and discussed the consolidated financial statements with management and CBIZ. The Audit Committee reviewed with CBIZ its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).

Audit Committee Report

The Audit Committee has:

	·	reviewed and discussed the audited financial statements with management;

	·	met privately with CBIZ, our independent registered public accounting firm for the fiscal year ended September 30, 2025 and discussed matters required by the PCAOB;

	·	received the written disclosures and the letter from CBIZ, as required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with CBIZ its independence from us; and

	·	in reliance on the review and discussions referred to above, recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the SEC.

This report is submitted by the Audit Committee:

Keith Johnson

Sangita Shah

The above Audit Committee Report is not deemed to be “soliciting material,” is not “filed” with the SEC and is not to be incorporated by reference in any filings that Forward files with the SEC.

It is not the duty of the Audit Committee to determine whether Forward’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles or to plan or conduct audits. Those are the responsibilities of management and Forward’s independent registered public accounting firm. In giving its recommendation to the Board, the Audit Committee has relied on: (1) management’s representations that such financial statements have been prepared with integrity and objectivity and in conformity with US GAAP; and (2) the report of Forward’s independent registered public accounting firm with respect to such financial statements.

Audit Committee’s Pre-Approval Policy

The Audit Committee pre-approves all audit and permissible non-audit services on a case-by-case basis. In its review of non-audit services, the Audit Committee considers whether the engagement could compromise the independence of the Company’s independent registered public accounting firm, and whether reasons of efficiency or convenience make it in the Company’s best interest to engage the Company’s independent registered public accounting firm to perform the services.

Fees incurred by Forward for the Services Provided by its Independent Registered Public Accounting Firm

The following table sets forth the aggregate fees for audit and other services provided by CBIZ for the fiscal year ended September 30, 2025 and the aggregate fees for audit and other services provided by CR for the fiscal year ended September 30, 2024:

	2025 ($)		2024 ($)
Audit Fees (1)		436,591		308,175
Audit Related Fees		–		–
Tax Fees (2)		–		60,790
All Other Fees		–		–
Total		436,591		368,965

________________

(1)	Audit fees - these fees relate to the annual audits and quarterly reviews of our financial statements as well as services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

(2)	Tax fees - preparation of federal, state and local income tax filings for the Company and its subsidiaries.

PROPOSAL 3. APPROVAL OF AN AMENDMENT TO INCREASE THE SHARES AVAILABLE FOR ISSUANCE

UNDER THE 2021 EQUITY INCENTIVE PLAN

The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Board on December 17, 2020 and was approved by shareholders on February 16, 2021. On January 15, 2026, the Board approved the 2021 Plan Amendment to increase the maximum total number of shares of common stock the Company may issue under the 2021 Plan to 8,724,667 shares (an increase of 8,295,567 shares) because the Company needs to be able to issue equity awards to directors, management, and service providers in order to attract and retain such persons and to further align their interests with those of the Company’s shareholders. The Board determined that an increase under the 2021 Plan based on 7.5% of the Company’s fully-diluted shares outstanding as of the approval date was appropriate and in the best interests of shareholders and the Company. As of the record date, there were approximately 60 employees, three non-employee directors and 16 consultants eligible to participate in the 2021 Plan. As of the record date, the closing price of the Company’s common stock was $7.73 per share.

The Board, acting as the Compensation Committee (the “Committee”), approved the 2021 Plan Amendment, subject to approval of the shareholders. If the shareholders do not approve the 2021 Plan Amendment, the 2021 Plan will remain in effect and unchanged. If approved by the shareholders, the 2021 Plan Amendment will be effective immediately.

Reason for the Proposal

The 2021 Plan currently authorizes the issuance of up to 429,100 shares of common stock. As of the record date, there were 302,460 shares of common stock subject to outstanding stock options which were issued under the Plan.

As of the record date, there are only 52,668 shares remaining for future grants under the 2021 Plan, which management and the Board believes is inadequate to execute the Company’s digital asset treasury strategy.

If approved by the shareholders, the 2021 Plan Amendment will enable the Company to continue to provide stock-based incentives that will enhance the alignment of interests of employees, consultants and directors with those of the shareholders of the Company. In offering stock ownership and rewarding employees for their achievements, the Company believes it will motivate employees to achieve superior long-term results. Additionally, as the Company competes for employees and key personnel in a variety of geographic regions and talent markets, the Company believes it must maintain competitive compensation programs to continue to attract, motivate, and retain the types of employees, consultants and directors who will contribute to the Company's short-term financial performance and long-range success. The Company also believes that the 2021 Plan Amendment will allow it to continue to utilize a balanced approach to compensation by using a combination of salaries, performance-based bonuses, and long-term equity incentives. The compensation structure encourages management to make decisions that favor the Company’s future stability and profitability, rather than short term results.

Set forth below is a summary of the 2021 Plan, which is qualified in its entirety by reference to the full text of the 2021 Plan Amendment, a copy of which is included as Annex B to this Proxy Statement and the full text of the 2021 Plan as originally approved by the shareholders, a copy of which is included as Annex C to this Proxy Statement. If there is any inconsistency between the following summary of the 2021 Plan and the full text of the 2021 Plan Amendment, the full text shall govern.

Material Terms of the 2021 Plan

The following summary of the material terms of the 2021 Plan is qualified in its entirety by the full text of the 2021 Plan. You also may obtain a copy of the 2021 Plan, free of charge, by writing to the Company, Attention: Corporate Secretary, 700 Veterans Memorial Hwy, Suite 100, Hauppauge, New York 11788.

Effective Date; Duration of the 2021 Plan

If approved, the 2021 Plan Amendment will become effective as of the date on which the 2021 Plan Amendment is approved by our shareholders. The 2021 Plan became effective on February 16, 2021, and will continue in effect until the tenth anniversary of the date it was approved by shareholders, unless terminated by the Board.

Plan Administration

The 2021 Plan will continue to be administered by the Committee or, in the Board’s sole discretion by the Board. The Committee will continue to have the authority to, among other things, interpret the 2021 Plan, determine who will be granted awards under the 2021 Plan, determine the terms and conditions of each award, and take action as it determines to be necessary or advisable for the administration of the 2021 Plan.

Eligibility

The Committee may grant awards to any employee, consultant, or director of the Company and its affiliates. Only employees are eligible to receive incentive stock options.

Shares Available for Awards; Limits on Awards

The 2021 Plan currently authorizes the issuance of up to 429,100 shares of common stock.

If any outstanding award expires or is canceled, forfeited, or terminated without issuance of the full number of shares of common stock to which the award related, then the shares subject to such award will again become available for future grant under the 2021 Plan.

Types of Awards that May Be Granted

Subject to the limits in the 2021 Plan, the Committee has the authority to set the size and type of award and any vesting or performance conditions. The types of awards that may be granted under the 2021 Plan are: stock options (including both incentive stock options (ISOs) and non-qualified stock options), stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), performance share awards, and performance cash awards.

Stock Options

A stock option is the right to purchase shares of common stock at a future date at a specified price per share called the exercise price. An option may be either an ISO or a non-qualified stock option. ISOs and non-qualified stock options are taxed differently, as described under Federal Income Tax Consequences of Awards. Except in the case of options granted pursuant to an assumption or substitution for another option, the exercise price of a stock option may not be less than the fair market value (or in the case of an ISO granted to a ten percent shareholder, 110% of the fair market value) of a share of common stock on the grant date. As of the record date, the closing price of our common stock was $7.73 per share. Full payment of the exercise price must be made at the time of such exercise either in cash or bank check or in another manner approved by the Committee.

Stock Appreciation Rights

A stock appreciation right (“SAR”) is the right to receive payment of an amount equal to the excess of the fair market value of a share of common stock on the date of exercise of the SAR over the exercise price. The exercise price of a SAR may not be less than the fair market value of a share of common stock on the grant date. SARs may be granted alone or in tandem with an option granted under the 2021 Plan.

Restricted Stock

A restricted stock award is an award of actual shares of common stock which may be subject to certain restrictions for a period of time determined by the Committee. Restricted stock may be held by the Company or in escrow or delivered to the participant pending the release of the restrictions. Participants who receive restricted stock awards generally have the rights and privileges of shareholders regarding the shares of restricted stock during the restricted period, including the right to vote and the right to receive dividends, provided that any cash or stock dividends with respect to the restricted stock will be withheld by the Company for the participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as determined by the Committee. The cash dividends or stock dividends so withheld will be distributed to the participant in cash or, at the discretion of the Committee, in shares of common stock having a fair market value equal to the amount of such dividends upon the release of restrictions on such restricted stock, unless such restricted stock is forfeited.

Restricted Stock Units

A restricted stock unit (“RSU”) is an award of hypothetical common stock units having a value equal to the fair market value of an identical number of shares of common stock, which may be subject to certain restrictions for a period of time determined by the Committee. No shares of common stock are issued at the time an RSU is granted, and the Company is not required to set aside any funds for the payment of any RSU award. Because no shares are outstanding, the participant does not have any rights as a shareholder. The Committee may grant RSUs with a deferral feature (deferred stock units or DSUs), which defers settlement of the RSU beyond the vesting date until a future payment date or event set out in the participant’s award agreement. The Committee has the discretion to credit RSUs or DSUs with dividend equivalents.

Performance Share Awards

A performance award is an award of shares of common stock or units that are only earned if certain conditions are met. The Committee has the discretion to determine the number of shares of common stock or stock-denominated units subject to a performance share award, the applicable performance period, the conditions that must be satisfied for a participant to earn an award, and any other terms, conditions and restrictions of the award.

Performance Cash Awards

A performance cash award is a cash award (for a dollar value not in excess of $50,000) that is payable contingent upon the attainment during a performance period of certain performance goals. The Committee has the discretion to determine the length of the applicable performance period, the conditions that must be satisfied for a participant to earn an award, and any other terms, conditions and restrictions of the award. The Company may still award cash bonuses or similar cash-based compensation outside of the 2021 Plan.

Vesting

The 2021 Plan allows for awards subject to either time-based vesting or performance-based vesting, or both as determined by the Committee. The Committee has the authority to determine the vesting schedule of each award, and to accelerate the vesting and exercisability of any award.

Adjustments Upon Changes in Stock

In the event of changes in the outstanding common stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any award, awards granted under the 2021 Plan and any award agreements, the exercise price of options and SARs, the maximum number of shares of common stock subject to all awards and the maximum number of shares of common stock with respect to which any one person may be granted awards during any period will be equitably adjusted or substituted, as to the number, price or kind of a share of common stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of the award.

Unless the Committee specifically determines that such adjustment is in the best interests of the Company or its affiliates, the Committee will, in the case of incentive stock options (“ISOs”), ensure that any adjustments made will not constitute a modification, extension or renewal of the ISO within the meaning of Section 424(h)(3) of the Internal Revenue Code (the “Code”) and in the case of non-qualified stock options, ensure that any adjustments will not constitute a modification of such non-qualified stock options within the meaning of Section 409A of the Code. Any adjustments will be made in a manner which does not adversely affect the exemption provided under Rule 16b-3 under the Exchange Act. The Company will give participants notice of any adjustment.

Change in Control

Unless otherwise provided in an award agreement, in the event of a change in control of the Company, (i) the vesting of all awards under the 2021 Plan will fully accelerate and all outstanding options and SARs will become immediately exercisable, (ii) the restricted period will expire immediately with respect to all outstanding restricted stock and restricted stock units, and (iii) in the case of performance share awards and performance cash awards, all incomplete performance periods in effect on the date the change in control occurs will end on the date of such change in control and the Committee will (a) determine the extent to which performance goals with respect to each such performance period have been met and (b) cause applicable participants to be paid partial or full awards for each such performance period based upon the Committee’s determination of the degree to which performance goals were attained or, if not determinable, assuming that the applicable “target” levels of performance have been attained, or on such other basis determined by the Committee.

In addition, in the event of a change in control, the Committee may, in its discretion and upon at least 10 days’ advance notice to the affected persons, cancel any outstanding awards and pay to the holders the value of the awards based upon the price per share of common stock received or to be received by other shareholders of the Company in the event. In the case of any option or SAR with an exercise price that equals or exceeds the price paid for a share of common stock in connection with the change in control, the Committee may cancel the option or SAR without the payment of any consideration.

“Change in Control” generally means, with certain exceptions, the occurrence of: (i) any person becomes the owner of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such transaction. (iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or (iv) individuals who, on the date the 2021 Plan is adopted by the Board, are incumbent directors cease for any reason to constitute at least a majority of the members of the Board. Shareholders are encouraged to review the 2021 Plan for the full definition of Change of Control.

Amendment or Termination of the 2021 Plan

The Board may amend or terminate the 2021 Plan at any time. However, except in the case of adjustments upon changes in common stock, no amendment will be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy applicable laws or the rules of any stock exchange or quotation system on which the shares of common stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under the 2021 Plan. The 2021 Plan will terminate on the 10^th anniversary from the date it was approved by shareholders, unless terminated earlier by the Board.

Amendment of Awards

The Committee may amend the terms of any one or more awards. However, the Committee may not amend an award that would impair a participant’s rights under the award without the participant’s written consent.

Forfeiture and Recoupment

Each award and the applicable participant’s rights, payments and benefits with respect to an award are subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of the participant’s: (i) breach of a duty of confidentiality, (ii) competing with the Company, (iii) soliciting Company personnel after employment is terminated, (iv) failure to assign any invention or technology to the Company if such assignment is a condition of employment or any other agreements between the Company and the participant, (v) being terminated for cause, (vi) violating of the Company’s insider trading policy, or (vii) engaging in other conduct that is detrimental to the business or reputation of the Company and/or its affiliates as determined by the Board.

Clawback

Each award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement, or any policy adopted by the Company pursuant to any of the foregoing.

Federal Income Tax Consequences of Awards

The following is a summary of U.S. federal income tax consequences of awards granted under the 2021 Plan, based on current U.S. federal income tax laws. This summary does not constitute legal or tax advice and does not address municipal, state or foreign income tax consequences.

Nonqualified Stock Options

The grant of a non-qualified stock option will not result in taxable income to the participant. The participant will recognize ordinary income at the time of exercise equal to the excess of the fair market value of the shares on the date of exercise over the exercise price and the Company will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon the sale of the shares acquired on exercise will be treated as capital gains or losses.

Incentive Stock Options

The grant of an ISO will not result in taxable income to the participant. The exercise of an ISO will not result in taxable income to the participant if at the time of exercise, the participant has been employed by the Company or its subsidiaries at all times beginning on the date the ISO was granted and ending not more than 90 days before the date of exercise. However, the excess of the fair market value of the shares on the date of exercise over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum tax liability for the year in which the ISO is exercised, not when the shares are sold.

If the participant does not sell the shares acquired on exercise within two years from the date of grant and one year from the date of exercise then on the sale of the shares any amount realized in excess of the exercise price will be taxed as capital gain. If the amount realized in the sale is less than the exercise price, then the participant will recognize a capital loss.

If these holding requirements are not met, then the participant will generally recognize ordinary income at the time the shares are sold in an amount equal to the lesser of (a) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (b) the excess, if any, of the amount realized on the sale of the shares over the exercise price, and the Company will be entitled to a corresponding deduction.

Stock Appreciation Rights

The grant of a SAR will not result in taxable income to the participant. The participant will recognize ordinary income at the time of exercise equal to the amount of cash received or the fair market value of the shares received and the Company will be entitled to a corresponding deduction for tax purposes. If the SARs are settled in shares, then when the shares are sold the participant will recognize capital gain or loss on the difference between the sale price and the amount recognized at exercise. Whether it is a long-term or short-term gain or loss depends on how long the shares are held.

Restricted Stock and Performance Shares

Unless a participant makes an election to accelerate the recognition of income to the grant date (as described below), the grant of restricted stock or performance shares awards will not result in taxable income to the participant. When the restrictions lapse, the participant will recognize ordinary income on the excess of the fair market value of the shares on the vesting date over the amount paid for the shares, if any, and the Company will be entitled to a corresponding deduction.

If the participant makes an election under Section 83(b) of the Code within thirty days after the date of transfer of the shares, the participant will recognize ordinary income as of the grant date equal to the excess of the fair market value of the shares on the grant date over the amount paid, if any, and the Company will be entitled to a corresponding deduction. Any future appreciation will be taxed at capital gains rates. However, if the shares are later forfeited, the participant will not be able to recover any taxes paid.

Restricted Stock Units

The grant of an RSU will not result in taxable income to the participant. When the RSU is settled, the participant will recognize ordinary income equal to the fair market value of the shares or the cash provided on settlement and the Company will be entitled to a corresponding deduction. Any appreciation in the shares after settlement will be taxed at capital gains rates (long-term or short-term depending on the holding period from the settlement date).

Section 409A

Section 409A of the Code imposes complex rules on non-qualified deferred compensation arrangements, including requirements with respect to elections to defer compensation and the timing of payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be subject to Section 409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code and a violation occurs, compensation is includible in income when no longer subject to a substantial risk of forfeiture and the participant may be subject to a 20% penalty tax and, in some cases, interest penalties. The 2021 Plan and awards granted under the 2021 Plan are intended to be exempt from or conform to the requirements of Section 409A of the Code.

New Plan Benefits

Because future grants of awards under the 2021 Plan are subject to the discretion of the Board and the Committee, the future awards that may be granted to participants cannot be determined at this time. There are no grants that have been previously made which are contingent upon receiving shareholder approval of the grant.

The Board recommends a vote “FOR” this Proposal No. 3.

PROPOSAL 4. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act and recent legislation, we are asking our shareholders to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers, commonly referred to as the “say-on-pay” vote. In accordance with the Exchange Act requirements, we are providing our shareholders with an opportunity to express their views on our Named Executive Officers’ compensation.

Advisory Vote and Board Recommendation; Vote Required

We encourage shareholders to read the “Executive Compensation” section in this proxy statement, including the compensation tables and the related narrative disclosure, which describes the structure and amounts of the compensation of our Named Executive Officers in fiscal year 2025. The compensation of our Named Executive Officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. The Compensation Committee and our Board believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our Named Executive Officers to dedicate themselves fully to value creation for our shareholders. At the 2022 Annual Meeting of Shareholders, the Company held a non-binding advisory shareholder vote on the compensation program for our Named Executive Officers. At such meeting, over 97% of the shares present in person and entitled to vote voted in favor of our say on pay proposal.

This vote is not intended to address any specific element of compensation but rather the overall compensation of our Named Executive Officers and the compensation philosophy, policies, practices and disclosures described in this proxy statement.

Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Forward’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED.”

Although this advisory vote is nonbinding, our Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our Named Executive Officer compensation and related executive compensation programs.

The Board recommends a vote “FOR” this Proposal No. 4.

PROPOSAL 5. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

As described in our “say-on-pay” Proposal 4 above, our shareholders are being asked to cast an advisory vote on the compensation of our Named Executive Officers, as disclosed in this proxy statement. In addition, in accordance with the Dodd-Frank Act and Section 14A of the Exchange Act, we are asking our shareholders to cast an advisory vote on how often we should include a say-on-pay vote in our proxy statement for future shareholder meetings. Shareholders may vote to request the say-on-pay vote every year, every two years or every three years or may abstain from voting.

Advisory Vote and Board Recommendation

After careful consideration of the frequency alternatives, our Board has determined that holding an advisory vote to approve the compensation of our Named Executive Officers every three years is the most appropriate policy at this time, and recommends that future advisory votes to approve the compensation of our Named Executive Officers occur every third year. Our executive compensation program is designed to create long-term value for our shareholders, and a triennial vote will allow shareholders to better judge our executive compensation program in relation to our long-term performance. We also believe that a vote every three years is an appropriate frequency to provide sufficient time to thoughtfully consider shareholders’ input and to implement any appropriate changes to our executive compensation program, in light of the timing that would be required to implement any decisions related to such changes.

You may cast your vote on your preferred voting frequency by choosing one year, two years or three years or you may abstain from voting when you vote in response to the resolution set forth below.

“RESOLVED, that the option of once every one year, two years or three years that receives the affirmative vote of the greatest number of the votes cast in person or by proxy at this meeting will be the preferred frequency recommended by the shareholders with which Forward is to hold a shareholder vote to approve, on an advisory basis, the compensation of its named executive officers.”

Because this vote is advisory and not binding on the Board or Forward in any way, the Board may decide that it is in the best interests of our shareholders and Forward to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. At the 2019 Annual Meeting of Shareholders, approximately 83% of the shares present in person and entitled to vote voted in favor of the option of frequency vote once every three years.

The Board recommends a vote “FOR” an advisory vote every THREE YEARS on the compensation of our executive officers.

PROPOSAL 6. REINCORPORATION

Our Board has unanimously approved, and recommended that our shareholders approve and adopt (i) the Reincorporation, pursuant to which the Company would be merged into a Texas Corporation, (ii) the Agreement and Plan of Merger (“Plan of Merger”) included as Annex A to this Proxy Statement and (iii) the Certificates of Merger (New York and Texas) included as Annex A-1 to this Proxy Statement.

The Reincorporation will be effected through a merger pursuant to the NYBCL, and Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code (the “TBOC”), as set forth in the Plan of Merger.

Through the adoption of the Plan of Merger, upon the effective time of the Reincorporation (the “Effective Time”):

	·	The Company will continue in existence as a Texas corporation and will continue to operate its business under the current name, “Forward Industries, Inc.” The corporate existence of Forward Industries, Inc. will not cease at any time.
	·	The internal affairs of the Company will cease to be governed by New York law and will instead be subject to Texas law. See “What Changes After Reincorporation?—Certain Differences in Stockholder Rights under New York and Texas Law” below.
	·	The Company will cease to be governed by the New York Charter, and the Restated Bylaws of the Company (the “New York Bylaws”), and will instead be subject to the provisions of the Texas certificate of formation (the “Texas Charter”) and the Texas bylaws (the “Texas Bylaws”), forms of which are included as Annex D and Annex E, respectively, to this Proxy Statement. Shareholders may review our New York Charter and New York Bylaws which are incorporated by reference in our SEC filings including our Form 10-K for the year ended September 30, 2025 filed with the SEC on December 11, 2025. See “What Changes After Reincorporation?—Certain Differences Between the New York Charter and Bylaws and the Texas Charter and Bylaws” below.
	·	The Reincorporation will not result in any change in business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Reincorporation).
	·	Each outstanding share of our common stock will be automatically converted into one outstanding share of common stock of the Texas Corporation pursuant to the Plan of Merger.
	·	Shareholders will not need to exchange their existing stock certificates or book entry entitlements for new stock certificates or book entry entitlements, respectively.
	·	Each outstanding warrant, stock option, performance-based stock option, restricted stock unit, performance restricted stock unit, restricted stock, equity or equity-based award, or other right to acquire, or any instrument to convert into or exchange for, or that is based on the value of the common stock or other equity securities of the Company, whether vested or unvested, which is outstanding immediately prior to the Reincorporation, will continue in existence and constitute a warrant, stock option, performance-based stock option, restricted stock unit, performance restricted stock unit, restricted stock, equity or equity-based award or other right to acquire, or any instrument to convert into or exchange for, or that is based on the value of, the same amount of common stock or other equity securities of the Texas Corporation, respectively, and, if applicable, with the same exercise, purchase or conversion price per share, and will, to the extent permitted by law and otherwise reasonably practicable, have the same term, exercisability, vesting schedule, status and all other terms and conditions as in effect immediately prior to the Reincorporation.
	·	Our common stock will continue to be traded on The Nasdaq Capital Market under the symbol “FWDI.” We do not expect any interruption in the trading of our common stock as a result of the Reincorporation.
	·	The Reincorporation will not extinguish the standing of any person or entity who is a plaintiff in any derivative action or suit brought on behalf of the New York Corporation (including any appeal therefrom) that is pending as of the Effective Time or extinguish or adversely affect the standing or ability of such persons or entities to initiate certain derivative actions or suits on behalf of the New York Corporation. See “Certain Matters That Will Not Change After Reincorporation—Eligible Derivative Actions” below for more information regarding such eligible derivative actions.
	·	In connection with the Reincorporation, the Company intends to make filings with the Secretary of State of Texas and the Secretary of State of New York and does not anticipate making any other filings to effect the Reincorporation. Nonetheless, we may face legal challenges to the Reincorporation.
	·	The Reincorporation may be delayed by the Board, or the Plan of Merger may be terminated and abandoned by action of the Board, at any time prior to the Effective Time, if the Board determines for any reason that such delay or abandonment would be in the best interests of the Company and all of its shareholders.

Background of the Reincorporation

Our mission is to expand and strengthen the Solana ecosystem by acquiring and staking Solana and engaging with, providing tools to and investing in the Solana protocol, Solana developers and Solana based projects in order to increase shareholder value.

In light of recent state-level efforts to modernize corporate law — particularly in Texas -- and our mission to strengthen the Solana ecosystem and drive shareholder value, the Board assessed whether relocating the Company’s state of incorporation would advance our mission and long-term strategy.

The Board’s Evaluation of the Reincorporation

Since the second fiscal quarter of 2025, at meetings of the Board management, including in-house and/or outside legal counsel, noted recent developments in New York, Nevada, Delaware, and Texas and discussed the possibility of redomiciling in another state. Prior to the 2025 PIPE, the Company sought shareholder approval to move the Company’s state of incorporation to Nevada. That proposal was not approved. As a result of the Company’s new digital asset treasury strategy, management broadened the number of states it reviewed as potential states to reincorporate in. Starting in December 2025, management of the Company reviewed with legal counsel corporate law in the State of New York and initiatives by certain other states, including Texas, aimed at enhancing their attractiveness as jurisdictions of incorporation.

At a meeting of the Board on January 13, 2026, management advised the Board that based on its continued review of the benefits and risks associated with reincorporation in Texas and its conversations with Texas counsel, it was recommending that the Company reincorporate to Texas. Management noted that while both Delaware and Texas offer certain advantages over New York, due to Texas’ more statute-based approaches to corporate law, Texas was the superior choice for advancing the Company’s strategic objectives, given its pro-business culture, as evidenced by its recent and substantial legislative reforms to modernize corporate law, streamline governance processes, and limit opportunistic litigation, its emergence as a leading jurisdiction for technology-focused businesses, and its pro-crypto mentality. Management also discussed previously identified risks associated with incorporating in Texas, including the lack of established precedent in certain areas of corporate law and recently formed business courts and identified ways the Company could mitigate these risks.

Following an extensive discussion on the matter, the Board unanimously adopted resolutions approving the Reincorporation, the Plan of Merger and the Reincorporation Resolutions, and recommend that shareholders approve and adopt, the Reincorporation, the Plan of Merger, and the Reincorporation Resolutions.

Reasons for the Reincorporation

Texas’ Innovative Approach to Corporate Law and Business Friendly Mindset

The Company’s mission is to grow and strengthen the Solana ecosystem, increase SOL per share and create value for shareholders. This is best supported by a legal environment that fosters innovation, predictability, and operational flexibility. After careful consideration, the Board has determined that Texas provides the best legal framework to enable the Company to achieve its mission.

Texas has emerged as a leading innovator in corporate law, demonstrated by recent amendments to the TBOC that modernize governance, increase statutory clarity, and codify key protections for boards and shareholders. One such example is the codification of the business judgment rule, which reinforces that directors may exercise their business judgment free from unnecessary judicial intervention when acting lawfully and in good faith. These and other TBOC enhancements reflect Texas’s commitment to creating a code-based, forward-looking governance regime that provides greater certainty for corporate decision-making, particularly for mission-driven and innovative companies.

The Board views Texas’s increasingly code-based approach as better supporting the Company’s strategic planning in today’s competitive environment. Texas’s legal framework is intended to reduce reliance on judicial discretion, offers potentially more predictable statutory standards, and is well-aligned with the needs of businesses operating at the forefront of innovation.

Aside from Texas’s code-based approach to corporate law, Texas has built a reputation as one of the most business-friendly states in the country, making it an attractive place to incorporate. The state’s pro-business regulatory climate favors private ordering, limits unnecessary compliance obligations, and minimizes administrative costs. For technology and high-growth corporations like ours, this combination of legal flexibility, protective statutes, and a light-touch tax and regulatory environment provides a cost-effective, low-friction platform for growth.

Texas’ Public Support for Blockchain and Crypto Innovation

The State of Texas has firmly established itself as a national leader in digital asset adoption—viewing crypto not as a niche experiment, but as a cornerstone of its economic future. With clear rules, a supportive pro-innovation government, and world-class energy and technology sectors, Texas has earned recognition as one of the most crypto-friendly states in the nation.

State lawmakers have enacted legislation formally recognizing digital assets under Texas commercial law, providing clarity and confidence for innovators and investors alike. Governor Greg Abbott and other state leaders have consistently demonstrated steadfast support for blockchain and cryptocurrency innovation. Most recently, Texas created a Strategic Bitcoin Reserve—one of the first-of-its-kind state-managed fund designed to hold Bitcoin and other eligible digital assets.

Texas is also home to a thriving blockchain ecosystem, including one of the largest concentrations of Bitcoin mining operations in the world. Industry leaders and advocacy organizations continue to work closely with policymakers to ensure Texas remains at the forefront of forward-looking crypto policy and sustainable innovation.

Certain Risks Associated with the Reincorporation

Although the Board believes that the Reincorporation is in the best interests of the Company and its shareholders, there can be no assurance that the Reincorporation will result in all or any of the benefits described in this Proxy Statement, including the benefits of or resulting from incorporation in Texas or the application of Texas law to the internal affairs of the Company.

Certain Differences Between New York and Texas Law

Although the Board believes that the rights of shareholders under the NYBCL and the TBOC are relatively similar, the NYBCL and New York case law collectively are different in certain respects than the TBOC and existing Texas case law in ways that may affect the rights of our shareholders. Please see the Company’s summary of certain differences in the section titled “What Changes After the Reincorporation?—Certain Differences in Stockholder Rights under New York and Texas Law.”

For example, under the TBOC, a shareholder may inspect a Texas corporation’s books and records, subject to certain limitations, if such shareholder holds at least 5% of the outstanding shares of stock of the Texas corporation or has been a holder of shares for at least six months. The NYBCL, on the other hand, does not require that a stockholder hold a certain number of shares or hold such shares for a stated period of time prior to exercising their books and records inspection rights. Thus, some of our shareholders entitled to make a books and records demand today (as shareholders in a New York corporation) will not be able to make a similar demand following the Reincorporation.

In addition, under New York law, there is no express statutory authority for fiduciaries to consider factors other than long-term stockholder value maximization, unless the corporation is specifically incorporated as a public benefit corporation. As a Texas corporation, under the TBOC, our directors would not be prohibited from considering the interests of other constituents.

The Board identified certain other areas where the law in Texas differs in some respect from the law in New York. These were generally considered by the Board to be procedural in nature. The most potentially important area is related to anti-takeover protections. Both New York and Texas permit a range of anti-takeover defenses, including poison pills. Both have business combination provisions and allow boards of directors to create new directorships and fill vacancies, though Texas law prevents a board of directors from filling more than two vacancies caused by an increase in the size of the board of directors between any two annual meetings of shareholders. Another potential area of difference involves change of control transactions. Texas law allows directors to take into account “the long-term and short-term interests of the corporation and the shareholders of the corporation, including the possibility that those interests may be best served by the continued independence of the corporation.” Similarly, under New York law, the decision whether to sell the company or “just say no” is a business judgment for the board of directors in which they can take into account the corporation’s long-term interests. But once the board of directors determines to pursue a change of control transaction, New York law requires the directors to act reasonably to obtain the best price available.

Texas recently adopted significant amendments to the TBOC (the “TBOC Amendments”), as noted above. Perhaps most significantly, the TBOC Amendments codified the business judgment rule. Under the TBOC Amendments, a breach of duty claim may be brought against a director only if the plaintiff can prove intentional misconduct, fraud, an ultra vires act or a knowing violation of law. In addition, under the TBOC Amendments, emails, texts, social media posting and similar electronic communications are not generally considered books and records of a corporation unless such items effectuate a corporate act. Under the analogous NYBCL books and records statute, these materials are only available if either (a) the corporation does not have board/stockholder minutes or written consents, annual financial statements, or (for public companies) independence questionnaires and such materials are necessary and essential to fulfill the inspecting stockholder’s proper purpose or (b) the stockholder proves that it has a compelling need for such records, supported by clear and convincing evidence that such records are necessary and essential to its proper purposes. The TBOC Amendments also allow certain Texas corporations, including the Texas Corporation, to include in their governing documents a provision establishing a minimum ownership threshold, not higher than 3% of the outstanding stock, that must be held by one or more shareholders in order to bring a derivative claim, and now permit Texas corporations to include in their governing documents an enforceable waiver of the right to a jury trial concerning any internal entity claim. The TBOC defines an “internal entity claim” as a claim of any nature, including a derivative claim in the right of an entity, that is based on, arises from, or relates to the “internal affairs” of the entity, meaning the rights, powers, and duties of its governing authority, governing persons, officers, owners, and members; and matters relating to its membership or ownership interests. The Texas Bylaws provide that a shareholder or group of shareholders desiring to bring a derivative proceeding on behalf of the Texas Corporation against any director and/or officer of the Texas Corporation in his or her official capacity must beneficially own a number of shares of common stock sufficient to meet an ownership threshold of at least 3% of the total outstanding shares of the Texas Corporation.

The Courts Have Not Applied the TBOC Amendments

The TBOC Amendments became effective between May and September of 2025, and there is not a significant body of case law interpreting, clarifying, validating or supporting the TBOC Amendments. There is ongoing litigation challenging certain of the TBOC Amendments. One case involves a challenge to a board’s ability to adopt a minimum ownership threshold for derivative claims with such threshold to be effective against a shareholder who made a demand on, but did not institute a proceeding against, the corporation prior to the adoption of the bylaw. Certain other cases involve challenges to the requirement that proxy advisors provide additional disclosure to shareholders of Texas-based corporations when their recommendations are not made solely in the financial interests of shareholders. On August 30, 2025, the United States District Court for the Western District of Texas entered a preliminary injunction, enjoining the Texas Attorney General and his agents, employees and persons acting under his direction or control, but not other potential plaintiffs, from taking any action to enforce the proxy advisory services disclosure requirements against ISS and Glass Lewis. Other cases could challenge the validity of the TBOC Amendments, apply them in ways that are inconsistent with how we understand the language of the TBOC Amendments, or qualify them in unforeseen ways, any of which could have an adverse effect on our business.

Transaction Costs and Litigation Risk

We have incurred and will incur certain costs in connection with the Reincorporation, including certain filing fees and legal and other transaction costs. Many of the expenses that will be incurred and other potential transaction costs are difficult to accurately estimate at the present time, and additional unanticipated costs may be incurred in connection with the Reincorporation.

It is also possible that the Reincorporation, regardless of merit, results in litigation, with additional expense and distraction for the Company. Further, if a court determines that any such litigation has merit, we may be required to pay substantial monetary damages or attorneys’ fees.

What Changes After The Reincorporation?

The Reincorporation will effect a change in the state of incorporation of the Company and other changes, the most significant of which are described below. Following the Reincorporation, we will be governed by the TBOC instead of the NYBCL, and we will be governed by the Texas Charter and the Texas Bylaws instead of the New York Charter and the New York Bylaws.

Certain Differences Between the New York Charter and Bylaws and the Texas Charter and Bylaws

The Texas Charter and the Texas Bylaws have been drafted with an intent to parallel the New York Charter and the New York Bylaws to the extent practicable. In addition, there are differences between the New York Charter and New York Bylaws and the Texas Charter and Texas Bylaws as they will be in effect after the Reincorporation, particularly with respect to changes (i) that are required by Texas law, (ii) that are necessary in order to preserve certain rights of shareholders and powers of the Board following the Reincorporation, or (iii) that the Board has determined are otherwise in the best interests of the Company and its shareholders.

The following discussion is a summary of certain differences between the Texas Charter and the New York Charter and between the Texas Bylaws and the New York Bylaws. This summary does not cover all the differences between the New York Charter and New York Bylaws and the Texas Charter and Texas Bylaws. This summary is subject to the complete text of the relevant provisions of the Texas Charter and Texas Bylaws and the New York Charter and New York Bylaws. We encourage you to read those documents carefully.

	New York	Texas
Acts Requiring Stockholder Approval	The New York Charter provides that if (i) any plan of merger or consolidation, (ii) any sale, lease, exchange, or other disposition of all or substantially all the assets of the Corporation not made in the usual or regular course of business actually conducted by the Corporation, (iii) any plan for a binding share exchange, or (iv) dissolution of the Corporation is required to be adopted or approved by the shareholders of the Corporation, such action shall be adopted or approved by a majority of the votes of all outstanding shares entitled to vote thereon.	The Texas Charter provides that, to the maximum extent permitted by the TBOC, but subject to the rights, if any, of the holders of common stock or preferred stock as specified in the Texas Charter or in any Certificate of Designation, and further subject to the Texas Bylaws and the provisions of the Texas Charter, the vote of shareholders holding a majority of the voting power of all of the then-outstanding issued and outstanding shares of stock entitled to vote on the matter shall be sufficient to approve, authorize, adopt, or to otherwise cause the Texas Corporation to take, or affirm the taking of, any action, including any “fundamental business transaction” and “fundamental action” as defined in the TBOC.

Board of Directors Vacancies	The New York Bylaws provide that any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors and such term will only be until the next election of directors by the shareholders.	The Texas Charter provides that director vacancies may be filled in any manner permitted by the TBOC, including by (a) a majority of the remaining directors then in office, although less than a quorum, or (b) the sole remaining director, in each case to the extent permitted by the TBOC.
Director and Officer Liability	The New York Charter eliminates the personal liability of the Corporation’s directors to the Corporation or its stockholders for monetary damages for any breach of fiduciary duties as a director, to the fullest extent permitted by the NYBCL as now in effect or as it may be amended in the future.	The Texas Charter eliminates the personal liability of the Texas Corporation’s directors and officers to the Texas Corporation or its shareholders for monetary damages for any breach of fiduciary duties as a director or officer, as applicable, to the fullest extent permitted by Texas law (now or in the future).
Stockholder Action by Written Consent	The New York Charter does not permit shareholders to take action by written consent by less than all of the holders.	The Texas Charter provides that, subject to the preferential or other rights of any holders of common stock or preferred stock then outstanding, any action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting if holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Texas Corporation entitled to vote thereon, voting together as a single class, consent thereto in writing or by electronic transmission.
Calling of Special Stockholder Meetings	The New York Bylaws provide that special meetings of the shareholders can be called at any time by (i) the President; (ii) the Chairman of the Board; (iii) the majority vote of the Board; or (iv) Qualified Shareholders holding at least 30% of all votes entitled to be cast on any issue proposed to be considered at the special meeting.	The Texas Charter provides that special meetings of the shareholders may be called only by the Chairperson of the Board, the Chief Executive Officer, the President, the Board acting pursuant to a resolution adopted by a majority of the Board (as defined in the Texas Charter), or the holders of not less than 50% (or the highest percentage of ownership that may be set under the TBOC) of the voting power of all of the Texas Corporation’s then issued and outstanding shares of stock entitled to vote at such special meeting.
Notice to Stockholders	The New York Bylaws provide (a) written or printed notice, stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by first class mail to each shareholder of record entitled to vote at such meeting. Notice may be given by third class mail, in which event, the notice shall be given not fewer than twenty-four (24) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation or at such other address given by the shareholder in accordance with law. Notice shall be signed by the President, Secretary, or an Assistant Secretary of the Corporation. Except as required by statute, notice of any adjourned meeting shall not be required. (b) any previously scheduled meeting of the shareholders may be postponed, and any special meeting of the shareholders (in the case of a meeting called by one or more Qualified Shareholders, only at their written request) may be cancelled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting of shareholders.	The Texas Bylaws provide that written notice of every meeting of shareholders shall be given in accordance with applicable law. The TBOC does not include provisions allowing for a single notice to be delivered to multiple shareholders at the same address. Also, under the TBOC, shareholders must give affirmative consent to receive electronic transmissions. Accordingly, the Texas Bylaws provide that electronic transmission is only available where the shareholder has consented to this method of delivery.

Ownership Threshold for Derivative Proceedings

None, other than plaintiff must be a shareholder at time of misconduct and lawsuit.

The Texas Bylaws provide that a shareholder or group of shareholders desiring to bring a derivative proceeding on behalf of the Texas Corporation against any director and/or officer of the Texas Corporation in his or her official capacity must beneficially own a number of shares of common stock sufficient to meet an ownership threshold of at least 3% of the total outstanding shares of the Texas Corporation.

Fiduciary Duties

Under New York law, (a) A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith and with that degree of care which an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by officers or employees of the corporation. counsel or a committee of the Board upon which he does not serve.

A person who so performs his duties shall have no liability by reason of being or having been a director of the corporation. (b) In taking action, including, without limitation, action which may involve or relate to a change or potential change in the control of the corporation, a director shall be entitled to consider, without limitation, (1) both the long-term and the short-term interests of the corporation and its shareholders and (2) the effects that the corporation’s actions may have in the short-term or in the long-term upon any of the following: (i) the prospects for potential growth, development, productivity and profitability of the corporation; (ii) the corporation’s current employees; (iii) the corporation’s retired employees and other beneficiaries receiving or entitled to receive retirement, welfare or similar benefits from or pursuant to any plan sponsored, or agreement entered into, by the corporation; (iv) the corporation’s customers and creditors; and (v) the ability of the corporation to provide, as a going concern, goods, services, employment opportunities and employment benefits and otherwise to contribute to the communities in which it does business.

In Texas, fiduciary duties are generally developed by case law.

Directors and officers owe fiduciary duties of loyalty, due care, and obedience (i.e., duty to follow the law and the governing agreements of the corporation) to the corporation.

Directors and officers may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by an officer or employee of the entity, legal counsel, a certified public accountant, an investment banker, a person who the director or officer reasonably believes possesses professional expertise in the matter, or a committee of the corporation on which the director or officer does not serve.

Business Judgment Rule

New York’s business judgment rule presumes that a corporation’s directors and officers are in a better position than courts to make business decisions even if, with the benefit of hindsight, their judgment proves to be mistaken.

Under Texas law, directors and officers are generally protected by the business judgment rule, which protects directors and officers from liability for decisions that may be considered negligent or unwise if made in good faith and within their discretion in furtherance of the corporation’s interests. In particular, a corporation with a series or class of stock listed on a national securities exchange or one which has opted in is protected by a codified business judgment rule which establishes a presumption that directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis, in furtherance of the interests of the corporation, and in obedience to the law and the corporation’s governing law. This presumption governs director and officer liability in all matters of the corporation’s business (including transactions with interested persons), and neither the corporation nor any shareholder has a claim against a director or officer unless they (a) rebut the presumption and (b) prove an act or omission that both (1) is a breach of a duty and (2) constitutes intentional misconduct, fraud, an ultra vires act or a knowing violation of law. By requiring intentional misconduct, Texas law prevents a claim of breach of duty arising out of negligence or gross negligence.

In addition, the Texas Charter has an exculpation provision which forecloses personal liability for duty of care breaches.

Procedures for Filling Vacant Directorships

The New York Bylaws provide that any vacancy occurring in the Board may be filled by the affirmative vote of the majority of the remaining directors and such term will only be until the next election of directors by the shareholders.

The Texas Charter provides that any vacancy occurring in the Board for any cause, and any newly created directorship resulting from any increase in the authorized number of directors may be filled in any manner permitted by the TBOC, including by (a) a majority of the remaining directors then in office, although less than a quorum, or (b) the sole remaining director, in each case to the extent permitted by the TBOC. Any director elected to fill a vacancy in accordance with the preceding sentence shall hold office for the remainder of the unexpired term of the director’s predecessor; provided, however, that a director appointed by the Board to fill a vacancy resulting from an increase in the number of directors shall serve only until the next election of one or more directors by the shareholders at an annual or special meeting of shareholders or until such director’s earlier death, resignation, disqualification or removal. If a director is appointed by the Board to fill a vacancy created by the increase in the number of directors and the director was assigned to a class of the Board that is not otherwise up for re-election at the next annual or special meeting of shareholders, then at such shareholders’ meeting the director shall be included in the slate of nominees for election as directors at such meeting to serve for the remaining term associated with the class that the director was assigned by the Board.

Quorum and Required Vote for Stock Corporations

The New York Bylaws provide that, at any meeting of shareholders, the holders of at least one-third (33.3%) of the shares entitled to vote then issued and outstanding, present in person or represented by proxy, shall constitute a quorum, except as otherwise provided by law or by the certificate of incorporation. Except in the case of the election of directors, when a quorum is present or represented at any meeting, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the shareholders, except where a larger vote is required by law, by the certificate of incorporation, or by these bylaws.

The Texas Bylaws provide that at any meeting of shareholders, the holders of one-third (33.3%) of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum, except as otherwise provided by applicable law or by the Certificate of Formation. Except in the case of the election of directors, when a quorum is present or represented at any meeting, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the shareholders, except where a larger vote is required by applicable law, by the Certificate of Formation, or by these Bylaws

Stockholder Vote for Fundamental Business Transactions

The New York Charter provides that if (i) any plan of merger or consolidation, (ii) any sale, lease, exchange, or other disposition of all or substantially all the assets of the Corporation not made in the usual or regular course of business actually conducted by the Corporation, (iii) any plan for a binding share exchange, or (iv) dissolution of the Corporation is required to be adopted or approved by the shareholders of the Corporation under New York Business Corporation Law.

The Texas Charter provides that, except as otherwise expressly provided by the Charter or as required by the TBOC, the holders of shares of common stock (and, except as provided the any applicable certificate of designation, the holders of shares of any class of common stock or preferred stock) shall (a) vote as a single class or series, and separate voting by class or series shall not (Except as expressly set forth in the Charter) be required for the purpose of approving any matter, including in connection with any “fundamental action” or “fundamental business transaction” as defined in the TBOC.

The Texas Charter further provides that, to the maximum extent permitted by the TBOC, but subject to the rights, if any, of the holders of common stock or preferred stock as specified Charter or in any certificate of designation, and further subject to the Bylaws and the provisions of the Charter, the vote of shareholders holding a majority of the voting power of the then-outstanding issued and outstanding shares of stock entitled to vote on the matter shall be sufficient to approve, authorize, adopt, or to otherwise cause the Corporation to take, or affirm the Corporation’s taking of, any action, including any “fundamental business transaction” and “fundamental action.” When voting as a single class, no class of shares that does not have voting rights shall have any right to participate in such vote.

Interested or Affiliate Business Combinations Statute

New York law generally prohibits interested shareholders from entering into certain types of business combinations with a New York corporation for a period of five years after becoming an interested shareholder, unless the board of directors approves either the business combination or the acquisition of stock by the interested shareholder before the interested shareholder acquires his or her shares.

After a five-year period, NYBCL allows such business combination if it is approved by a majority of the voting stock not owned by the interested shareholder or by an affiliate or associate of the interested shareholder. Business combinations are also permitted when certain statutory “fair price” requirements are met.

Under the TBOC, a Texas “issuing public corporation” is generally prohibited from, directly or indirectly, entering into (i) mergers, share exchanges or conversions with an affiliated shareholder or other entity that after such transaction would be an affiliate or associate of an affiliated shareholder, and certain other entities, (ii) sales, leases, exchanges, mortgages, pledges, transfers or other dispositions of assets having an aggregate market value of 10% or more of (a) the aggregate market value of the consolidated assets of such Texas public corporation, (b) the aggregate market value of the outstanding voting stock of such Texas public corporation or (c) the earning power or net income of such Texas public corporation on a consolidated basis, (iii) certain transactions that would result in the issuance or transfer of shares of such Texas public corporation to an affiliated shareholder or an affiliate or associate, (iv) liquidation or dissolution plans or proposals with an affiliated shareholder or an associate or an affiliate of an associate of an affiliated shareholder, (v) certain transactions, including reclassifications of securities or other share distributions or recapitalizations, that have the effect, directly or indirectly, of increasing the proportionate ownership percentage of the outstanding shares of a class or series of voting shares or securities convertible into voting shares of the issuing public corporation that is beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder, except as a result of immaterial changes due to fractional share adjustments or (vi) loans, advances, guarantees, pledges, or other financial assistance or a tax credit or other tax advantages the recipient of which is an affiliated shareholder or an affiliate or associate of an affiliated shareholder, in each case, with an “affiliated shareholder” or any affiliate or associate of the “affiliated shareholder” for a period of three years after the date the shareholder obtained “affiliated shareholder” status.

The TBOC provides an exception to this prohibition if: (i) the board of directors of the corporation approves the transaction or the acquisition of shares by the affiliated shareholder prior to the affiliated shareholder becoming an affiliated shareholder; or (ii) the holders of at least two-thirds of the outstanding voting shares not beneficially owned by the affiliated shareholder or an affiliate or associate of the affiliated shareholder approve the transaction at a meeting held no earlier than six months after the shareholder acquires such ownership. The TBOC expressly provides that the foregoing shareholder approval may not be by written consent.

A corporation may expressly elect in its certificate of formation to not be governed by this statute.

Charter Amendments

Under the NYBCL, (a) a corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, if such amendment contains only such provisions as might be lawfully contained in an original certificate of incorporation filed at the time of making such amendment.

Amendment or change of the certificate of incorporation may be authorized by vote of the board, followed by vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders; provided, however, that, whenever the certificate of incorporation requires action by the board of directors, by the holders of any class or series of shares, or by the holders of any other securities having voting power by the vote of a greater number or proportion than is required by any section of this article, the provision of the certificate of incorporation requiring such greater vote shall not be altered, amended, or repealed except by such greater vote; and provided further that an amendment to the certificate of incorporation for the purpose of reducing the requisite vote by the holders of any class or series of shares or by the holders of any other securities having voting power that is otherwise provided for in any section of this chapter that would otherwise require more than a majority of the votes of all outstanding shares entitled to vote thereon shall not be adopted except by the vote of such holders of class or series of shares or by such holders of such other securities having voting power that is at least equal to that which would be required to take the action provided in such other section of the NYBCL.

The Texas Charter provides that, for an amendment to the Charter, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend or repeal or adopt any provision inconsistent with provisions specified in the Charter; provided, further, that if two-thirds (2/3) of the Board of Directors has approved such amendment or repeal of, or any provision inconsistent with, the provisions specified in the Charter, then only the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class (in addition to any other vote of the holders of any class or series of stock of the Corporation required by law or by Charter, including any certificate of designation), shall be required to amend or repeal, or adopt any provision inconsistent with, the provisions specified in the Charter.

Bylaw Amendments

The New York Bylaws provide that the Bylaws may be altered or amended or repealed by (a) the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, at any annual meeting of the shareholders or at any special meeting of the shareholders if notice of the proposed alteration or amendment or repeal be contained in the notice of such special meeting, or (b) the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors if notice of the proposed alteration or amendment or repeal be contained in the notice of such special meeting; provided, however, that the shareholders pursuant to clause (a) of this Section 801 may at any time limit the power of the board of Directors to amend, alter, or repeal any by-law adopted by the shareholders.

The Texas Charter provides that the Board shall have the power to adopt, amend or repeal the Bylaws. Any adoption, amendment or repeal of the Bylaws by the Board shall require the approval of a majority of the Board. The shareholders also have power to adopt, amend or repeal the Bylaws; provided, however, that, notwithstanding any other provision of the Charter or any provision of law that might otherwise permit a lesser or no vote, but in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by the Charter, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required for the shareholders to adopt, amend or repeal any provision of the Bylaws; provided, further, that, in the case of any proposed adoption, amendment or repeal of any provisions of the Bylaws that is approved by at least two-thirds (2/3) of the Board and submitted to the shareholders for adoption thereby, then only the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any such provision of the Bylaws.

Dividends and Distributions

New York law provides that, unless further restricted in the certificate of incorporation, a corporation may declare and pay dividends only out of surplus (defined as the excess of net assets over stated capital), or if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding year, provided that the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.

The New York Bylaws provide that the Board may fix a record date for the payment of dividends or distributions.

Under the TBOC, a Texas corporation may not make a distribution if such distribution violates its certificate of formation, if the corporation’s surplus is less than the amount of the corporation’s stated capital (as determined by the TBOC) or, unless a Texas corporation is in receivership or the distribution is made in connection with the winding up and termination of the Texas corporation, if it either renders a Texas corporation unable to pay its debts as they become due in the course of its business or affairs, or exceeds, depending on the type of distribution, either the net assets or the surplus of the Texas corporation, or, subject to certain exceptions, if the distribution will be made to shareholders of another class or series.

The Texas Charter provides that shares of common stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board out of any assets of the Corporation legally available therefor.

The Texas Bylaws provide that the Board may fix a record date for the payment of any dividend or distribution.

Inspection of Books and Records

Under New York law, any shareholder upon five days’ written demand may inspect the corporation’s shareholder list and other books and records for a proper purpose. Shareholders have both statutory and common law rights to inspect a corporation’s books and records if the shareholders seek the inspection in good faith and for a valid purpose. The statutory right supplements and does not replace the common law right. The common law right of inspection is broader than the statutory right and allows petitioners to inspect books and records beyond the materials set out in Section 624(b) of the NYBCL. (Ret. Plan for Gen. Emps. of City of N. Miami Beach v. McGraw-Hill Cos., Inc., 992 N.Y.S.2d 220, 223-24 (1st Dep’t 2014).) A shareholder’s common law right to inspection extends to the books and records of the corporation’s wholly owned subsidiary (Pokoik v. 575 Realties, Inc., 38 N.Y.S.3d 553, 555 (1st Dep’t 2016)).

Under the TBOC, a shareholder may inspect a Texas corporation’s books and records for a proper purpose during normal business hours upon written demand stating a proper purpose if such shareholder holds at least 5% of the outstanding shares of stock of the Texas corporation or has been a holder of shares for at least six months prior to such demand. Books and records do not include emails, text messages, social media information and similar electronic communications unless such communications effectuate a corporate action.

If a Texas corporation refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under the TBOC, the Texas corporation is liable to the shareholder for any cost or expense, including attorney’s fees, incurred in enforcing the shareholder’s rights under the TBOC.

A Texas corporation may defend against an inspection action by establishing that the shareholder: (1) has sold or offered for sale, or has aided or abetted a person in procuring a list of shareholders or of holders of voting trust certificates for the purpose of selling, a list of shareholders or of holders of voting trust certificates for shares of the Texas corporation or any other corporation within the two years preceding the date the action is brought; (2) has improperly used information obtained through prior examination of the books, account records, minutes, or share transfer records of the corporation or any other corporation; or (3) was not acting in good faith or for a proper purpose in making the request. A shareholder request for corporate records is not made for a proper purpose if the corporation reasonably determines that the request relates to an active or pending derivative suit or litigation that is or is expected to be instituted by such shareholder or that involves or is expected to involve the corporation as an adversarial party.

Interested Party Transaction Approvals

The NYBCL provides that (a) no contract or other transaction between a corporation and one or more of its directors, or between a corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the board, or of a committee thereof, which approves such contract or transaction, or that his or their votes are counted for such purpose: (1) if the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director or, if the votes of the disinterested directors are insufficient to constitute an act of the board as defined in section 708 (Action by the board), by unanimous vote of the disinterested directors; or (2) if the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders. (b) If a contract or other transaction between a corporation and one or more of its directors, or between a corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, or have a substantial financial interest, is not approved in accordance with paragraph (a), the corporation may avoid the contract or transaction unless the party or parties thereto shall establish affirmatively that the contract or transaction was fair and reasonable as to the corporation at the time it was approved by the board, a committee or the shareholders. (c) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board or of a committee which approves such contract or transaction. (d) The certificate of incorporation may contain additional restrictions on contracts or transactions between a corporation and its directors and may provide that contracts or transactions in violation of such restrictions shall be void or voidable by the corporation. (e) Unless otherwise provided in the certificate of incorporation or the by-laws, the board shall have authority to fix the compensation of directors for services in any capacity.

The TBOC provides that an otherwise valid and enforceable contract or transaction between a corporation and (1) one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation; or (2) an entity or other organization in which one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation: (A) is a managerial official; or (B) has a financial interest is valid and enforceable, and is not void or voidable, notwithstanding such relationship or interest if any one of the following conditions is satisfied: (1) the material facts as to the applicable relationship or interest and as to the contract or transaction are disclosed to or known by: (A) the corporation’s board of directors or a committee of the board of directors, and the board of directors or committee in good faith authorizes the contract or transaction by the approval of the majority of the disinterested directors or committee members, regardless of whether the disinterested directors or committee members constitute a quorum; or (B) the shareholders entitled to vote on the authorization of the contract or transaction, and the contract or transaction is specifically approved in good faith by a vote of the shareholders; or (2) the contract or transaction is fair to the corporation when the contract or transaction is authorized, approved, or ratified by the board of directors, a committee of the board of directors, or the shareholders.

Limitation of Personal Liability of Directors and Officers and Controlling Stockholders

The New York Charter limits the liability of directors to the fullest extent permitted by law.

The Texas Charter limits director and officer liability to the fullest extent permitted by the TBOC.

Considerations by Directors Permitted by Statute

Under the NYBCL, a director shall be entitled to consider, without limitation, (1) both the long-term and the short-term interests of the corporation and its shareholders and (2) the effects that the corporation’s actions may have in the short-term or in the long-term upon any of the following: (i) the prospects for potential growth, development, productivity and profitability of the corporation; (ii) the corporation’s current employees; (iii) the corporation’s retired employees and other beneficiaries receiving or entitled to receive retirement, welfare or similar benefits from or pursuant to any plan sponsored, or agreement entered into, by the corporation; (iv) the corporation’s customers and creditors; and (v) the ability of the corporation to provide, as a going concern, goods, services, employment opportunities and employment benefits and otherwise to contribute to the communities in which it does business.

Under the TBOC, in discharging the duties of a director and in considering the best interests of the corporation, a director is entitled to consider the long-term and short-term interests of the corporation and the shareholders of the corporation, including the possibility that those interests may be best served by the continued independence of the corporation.

In discharging the duties of a director or officer under the TBOC or otherwise, a director or officer of a corporation is entitled to consider any social purpose specified in the corporation’s certificate of formation. In addition, the TBOC provides that nothing in the applicable section thereof prohibits or limits a director or officer of a corporation that does not have a social purpose specified as a purpose in the corporation’s certificate of formation from considering, approving, or taking an action that promotes or has the effect of promoting a social, charitable, or environmental purpose. Texas also has a public benefit corporation statute.

Indemnification of Directors and Officers

The New York Bylaws authorize indemnification to the fullest extent permitted by law. Notwithstanding such indemnification, no indemnification is permitted if (i) a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled; (ii) there has been a settlement approved by the court and the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement; and (iii) in the event of a proceeding by or in the right of the corporation to procure a judgment in its favor, no indemnification may be made if it is settled or otherwise disposed of or such person shall have been finally adjudged liable to the corporation, unless (and only to the extent that) the court in which the action was brought, or if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

To the fullest extent permitted by the TBOC, as the same now exists or may hereafter be amended from time to time, the Corporation is authorized to indemnify, and provide advancement of expenses to, its directors, officers, employees and agents (and any other persons to which the TBOC permits the Corporation to provide indemnification) through provisions in the Bylaws, agreements with such directors, officers, employees, agents or other persons, the vote of shareholders or disinterested directors or otherwise.

If, however, the person is found liable to a Texas corporation, or is found liable on the basis that he or she received an improper personal benefit, indemnification under the TBOC is limited to the reimbursement of reasonable expenses actually incurred in connection with the proceeding, and which excludes a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan. Furthermore, no indemnification will be available if the person is found liable for: (i) willful or intentional misconduct in the performance of the person’s duty to the corporation; (ii) breach of the person’s duty of loyalty owed to the corporation; or (iii) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation.

Dissent and Appraisal Rights

Under the NYBCL, dissenting holders of common stock who follow prescribed statutory procedures are entitled to appraisal rights in certain circumstances, including any plan of merger or consolidation to which the corporation is a party, a share exchange, any sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation which requires shareholder approval except that the right shall not be available: (i) to a shareholder of the parent corporation in a merger between a parent and subsidiary corporations; or (ii) to a shareholder of the surviving corporation in a merger authorized by the NYBCL, other than a merger specified above, unless such merger effects one or more of the changes specified in subparagraph 806(b)(6) of NYBCL in the rights of the shares held by such shareholder; or (iii) to a shareholder for the shares of any class or series of stock, which shares or depository receipts, at the record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to vote upon the plan of merger or consolidation, were listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

The New York Charter and New York Bylaws do not contain any provisions regarding appraisal rights.

Under the TBOC, except for the limited classes of mergers, consolidations, sales and asset dispositions for which no shareholder approval is required under Texas law, shareholders of Texas corporations with voting rights have dissenters’ rights in the event of a merger, consolidation, interest exchange, conversion, sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the corporation. However, a shareholder of a Texas corporation has no dissenters’ rights with respect to any plan of merger or conversion in which there is a single surviving or new domestic or foreign corporation, or with respect to any plan of exchange if: (1) the ownership interest, or a depository receipt in respect of the ownership interest, held by the owner is part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are, on the record date set for purposes of determining which owners are entitled to vote on the plan of merger, conversion, or exchange, as appropriate: (A) listed on a national securities exchange; or (B) held of record by at least 2,000 owners; (2) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration that is different from the consideration to be provided to any other holder of an ownership interest of the same class or series as the ownership interest held by the owner, other than cash instead of fractional shares or interests the owner would otherwise be entitled to receive; and (3) the owner is not required by the terms of the plan of merger, conversion, or exchange, as appropriate, to accept for the owner’s ownership interest any consideration other than: (A) ownership interests, or depository receipts in respect of ownership interests, of another entity of the same general organizational type that, immediately after the effective date of the merger, conversion, or exchange, as appropriate, will be part of a class or series of ownership interests, or depository receipts in respect of ownership interests, that are: (i) listed on a national securities exchange or authorized for listing on the exchange on official notice of issuance; or (ii) held of record by at least 2,000 owners; (B) cash instead of fractional ownership interests the owner would otherwise be entitled to receive; or (C) any combination of the ownership interests and cash above.

Threshold for Stockholder Proposals

The New York Bylaws provide that any shareholder of the Corporation who was a shareholder of record at the time of giving of notice provided for in the Bylaws, who is entitled to vote at the meeting, who complies with the notice procedures set forth in the Bylaws and who (in the case of nominations of persons for election to the Board of the Corporation) (i) has continuously held at least the lesser in value of (x) $2,000 in market value, or (y) 1%, of the Corporation’s outstanding capital stock entitled to vote for at least one year prior to the meeting date or (ii) is entitled to cast votes with respect to at least 5% percent of the outstanding capital stock of the Corporation, and who complies with the notice procedures set forth in this Bylaw.

A Texas public corporation that is either headquartered in Texas or that is listed on a Texas stock exchange may prohibit shareholders from including proposals on the corporation’s proxy unless they have held more than the lesser of (1) $1,000,000 of stock or (2) at least 3% of the corporation’s voting shares, for a continuous period of at least six months before the date of the meeting and throughout the entire duration of the meeting. The proposing shareholder must also solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal.

The Corporation has elected to be governed by the relevant section of the TBOC, when and if the applicable conditions are met.

The Texas Bylaws provide that for shareholder proposals, (i) the shareholder must have given timely notice pursuant to the Bylaws and must have provided any updates or supplements at the times and in the forms as required by the Bylaws; (ii) such proposal (other Board nominations) must be a proper matter for shareholder action; (iii) (A) if the shareholder provided the Corporation with a solicitation notice, such shareholder must have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required to carry any such proposal and must have included the solicitation notice in such materials or (B) if the shareholder delivered a notice of nomination, the shareholder must certify, in writing, that it has complied with the requirements of the Exchange Act and deliver, within five business days prior to the annual meeting or any adjournment or rescheduling, reasonable evidence that it has complied with such requirements; and (iv) if not a proposal for Board election, and no solicitation notice relating thereto has been timely provided, the shareholder must not have solicited a number of proxies sufficient to have required the delivery of such a solicitation notice pursuant to the Bylaws.

Certain Matters That Will Not Change After Reincorporation

Apart from being governed by the Texas Charter, Texas Bylaws and the TBOC, upon completion of the Reincorporation, the Company will continue to exist, without interruption, in the form of a Texas corporation. By virtue of the Reincorporation and in accordance with the TBOC, all of the rights, privileges and powers of the Company, and all property, real, personal and mixed, and all debts due to the Company, as well as all other things and causes of action belonging to the Company, will remain vested in the Texas Corporation and will be the property of the Texas Corporation. In addition, the Texas Corporation will assume and have all debts, liabilities and duties of the Company and the same may be enforced against the Texas Corporation to the same extent as if such debts, liabilities and duties had been incurred or contracted by the Texas Corporation.

Eligible Derivative Actions

In addition, the Plan of Merger provides that the Reincorporation will not extinguish the standing of any person or entity who is a plaintiff in any derivative action or suit brought on behalf of the New York Corporation (including any appeal therefrom) that is pending at the Effective Time or extinguish or adversely affect the standing or ability of any such person or entity to initiate such a derivative action or suit on behalf of the New York Corporation regarding acts, omissions or transactions occurring prior to the Effective Time if such person or entity was a stockholder or beneficial owner of the New York Corporation at the time of such act, omission or transaction; provided that, in each case, such person or entity shall maintain his, her or its status as a stockholder or beneficial owner of the Texas Corporation through the pendency of any such derivative action or suit (any such person or entity, a “Plaintiff,” and any such derivative action or suit, a “Derivative Action”). Following the Effective Time, the Texas Corporation will not assert that the Reincorporation, or the application of the laws of the State of Texas to the Texas Corporation, extinguished or adversely affected the standing or ability (as applicable) of any such Plaintiff to initiate or maintain any such Derivative Action.

No Change in Business, Jobs or Physical Location

The Reincorporation will not result in any change in business, jobs, management, properties, location of any of our offices or facilities, number of employees, obligations, assets, liabilities, net worth (other than as a result of the costs related to the Reincorporation), or state of incorporation of any subsidiary of the Company.

Our management, including all directors and officers and the positions they respectively hold, will be unchanged as a result of the Reincorporation. To the extent that the Reincorporation will require the consent or waiver of a third party, the Company will use commercially reasonable efforts to obtain such consent or waiver before completing the Reincorporation. The Company does not expect that any such required consent will impede its ability to reincorporate to Texas. The Reincorporation will not otherwise adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under such material contractual arrangements will continue as rights and obligations of the Texas Corporation.

No Securities Law Consequences

We will continue to be a publicly held company following completion of the Reincorporation, and our common stock will continue to be listed on The Nasdaq Capital Market and traded under the symbol “FWDI.” The Company will continue to file required periodic reports and other documents with the SEC. The Company does not expect any interruption in the trading of the common stock as a result of the Reincorporation, although no assurance can be given in this regard. We expect the Company and our shareholders will be in the same respective positions under the federal securities laws after the Reincorporation as we and our shareholders were prior to the Reincorporation.

No Exchange of Stock Certificates Required

Shareholders will not be required to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding share of the Company’s common stock will automatically be converted into one share of the Texas Corporation’s common stock on a one-for-one basis, and any stock certificates or book-entry entitlements held by shareholders immediately prior to the Effective Time will automatically represent the same number of shares of common stock of the Texas Corporation. Notwithstanding the foregoing, shareholder may, at their option, submit their old certificates to the Company’s transfer agent for exchange for new certificates reflecting the Texas Corporation’s name.

SEC Form DEF 14A filed by Forward Industries Inc.