Announcing Forward's Letter of Intent to Brera Holdings PLC - Read Press Release (Disclaimer) (8-K)

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OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE

Forward Industries Team

FORM 8.1(a) & (b)
(Opening Position Disclosure)

IRISH TAKEOVER PANEL

AUSTIN, TX, June 24, 2026 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (NASDAQ: FWDI)

1.   KEY INFORMATION

(a)   Full name of discloser:

Forward Industries, Inc.

(b)   Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c)   Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Forward Industries, Inc.

(d)   Is the discloser the offeror or the offeree?

Offeror

(e)   Date position held:

The latest practicable date prior to the disclosure

23 June 2026

(f)   In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

No




2.   INTERESTS AND SHORT POSITIONS

If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)

Class of relevant security: (Note 2) Common Stock, par value $0.01 each

 

Interests

Short positions

 

Number

%

Number

%

(1)   Relevant securities owned and/or controlled:

13,316,224

15.294

%

Nil

Nil

(2)   Cash-settled derivatives:

Nil

Nil

Nil

Nil

(3)   Stock-settled derivatives (including options) and agreements to purchase/ sell:

Nil

Nil

Nil

Nil

Total:

13,316,224

15.294

%

Nil

Nil


All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

3.   INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE

Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
The directors of Forward Industries, Inc. detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in Forward Industries, Inc.:

Name

Class of Relevant Security

Number of shares of Common Stock held at midnight (ET) on 23 June 2026

Percentage of issued share capital (excluding treasury shares and rounded)

Total number of shares of Common Stock underlying outstanding options, awards and other subscription rights

Keith Johnson

Common Stock, par value $0.01 each

Nil

Nil

162,147

Michael Pruitt

Common Stock, par value $0.01 each

1,500

0.002

%

203,779

Pyahm Samani

Common Stock, par value $0.01 each

3,134,871

4.250

%

4,458,796

Sangita Shah

Common Stock, par value $0.01 each

61,113

0.083

%

211,390

TOTAL

 

3,197,484

4.335

%

5,036,112


Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.

4.   OTHER INFORMATION

(a)      Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

 

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None


(b) Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.

None


(c) Attachments

Is a Supplemental Form 8 attached?

No


Date of disclosure:

   24 June 2026

Contact name:

Georgia Quinn

Telephone number:

+1 512 256 9040


Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

NOTES ON FORM 8.1(a) and (b)

  1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.

  2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

  3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.

Contact: See Below

Media Contact
comms@forwardindustries.com

Investor Relations
Elevate IR
ir@forwardindustries.com

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SOL Holdings

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CHANGE

+64,111.54

*As of March 31st, 2026

SOL per Share

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CHANGE

+10.61%

*As of March 31st, 2026

mNAV (Fully Diluted)

0.827x

*As of March 31st, 2026

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SOL

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High

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FWDI

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SOL Holdings

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CHANGE

+64,111.54

*As of March 31st, 2026

SOL per Share

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CHANGE

+10.61%

*As of March 31st, 2026

mNAV (Fully Diluted)

0.827x

*As of March 31st, 2026

Resources

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No Offer, Recommendation or Solicitation

None of the information contained on this Site constitutes a recommendation, solicitation or offer by Forward Industries, Inc. (“Forward Industries”) or its affiliates to buy or sell any securities, digital assets, or other financial instruments.

Without limiting the generality of the foregoing, no information contained on this Site constitutes or would be deemed to constitute an invitation in any jurisdiction to invest or otherwise deal in the shares (“Shares”) of Forward Industries. None of the information contained in this Site constitutes an offer to sell, or a solicitation of an offer to buy or subscribe for, any Shares or other securities in the United States or in any other jurisdiction, nor shall it, or the fact of its distribution, form the basis of, or be relied upon, in connection with or act as an inducement to enter into any contract or commitment therefor.

Neither Forward Industries nor any of its affiliates is, or expects to be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of the Investment Company Act.

Forward-Looking Statements

Certain statements on this site, social media posts or other public statements may constitute “forward-looking statements”. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of the release.


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This Site provides links to other websites that we think might be of interest to our users. Please note that when you click on one of these links, you may be moving to another provider’s website. These linked sites and their providers are not controlled by us, and we are not responsible for the contents or the proper operation of any linked site. The inclusion of any link does not imply our endorsement or our adoption of the statements therein. We encourage you to read the terms of use and privacy statements of these linked sites as their policies may differ from ours.


Governing Law and Consent to Jurisdiction


These terms and your use of the Site shall be governed by the laws of the United States of America and the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York.


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Legal Disclaimer: This feed, and the information contained herein, has been provided to you solely for informational purposes. Neither the information, nor any opinion contained in this feed, constitutes an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, digital assets or other financial instruments. Nothing contained in this feed constitutes investment, legal or tax advice. You should consult your own advisors and make your own investigations and evaluations of the information herein. Any decisions based on information contained in this feed are the sole responsibility of the viewer. None of Forward Industries nor any of its affiliates, shareholders, directors, officers, management, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information or any other information (whether communicated in written or oral form) transmitted or made available to you. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of this information. Certain information contained herein (including any financial information) may have been obtained from published and non-published sources. Such information has not been independently verified and we are not responsible for the timeliness or accuracy of such information. Forward Industries and its affiliates may buy, sell or hold investments in some of the companies, digital assets or protocols discussed in this feed. Except where otherwise indicated, the information on this site is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.

The terms and conditions of use set forth below apply to this website (collectively, the “Site”). Please read these terms and conditions carefully before using the Site. By using this Site, you acknowledge that you have read, understood and agreed to the terms and conditions of use. If you do not agree to these terms and conditions of use, you may not access or use the Site. Forward Industries, Inc. and its affiliates (collectively referred to as the “Forward Industries,” “us”, “we” or “our”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time. Therefore, we suggest that you review these terms periodically for changes. By using our Site after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these terms.

No Offer, Recommendation or Solicitation

None of the information contained on this Site constitutes a recommendation, solicitation or offer by Forward Industries, Inc. (“Forward Industries”) or its affiliates to buy or sell any securities, digital assets, or other financial instruments.

Without limiting the generality of the foregoing, no information contained on this Site constitutes or would be deemed to constitute an invitation in any jurisdiction to invest or otherwise deal in the shares (“Shares”) of Forward Industries. None of the information contained in this Site constitutes an offer to sell, or a solicitation of an offer to buy or subscribe for, any Shares or other securities in the United States or in any other jurisdiction, nor shall it, or the fact of its distribution, form the basis of, or be relied upon, in connection with or act as an inducement to enter into any contract or commitment therefor.

Neither Forward Industries nor any of its affiliates is, or expects to be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of the Investment Company Act.

Forward-Looking Statements

Certain statements on this site, social media posts or other public statements may constitute “forward-looking statements”. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of the release.


Linked Sites


This Site provides links to other websites that we think might be of interest to our users. Please note that when you click on one of these links, you may be moving to another provider’s website. These linked sites and their providers are not controlled by us, and we are not responsible for the contents or the proper operation of any linked site. The inclusion of any link does not imply our endorsement or our adoption of the statements therein. We encourage you to read the terms of use and privacy statements of these linked sites as their policies may differ from ours.


Governing Law and Consent to Jurisdiction


These terms and your use of the Site shall be governed by the laws of the United States of America and the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York.


Social Media Disclaimer


Legal Disclaimer: This feed, and the information contained herein, has been provided to you solely for informational purposes. Neither the information, nor any opinion contained in this feed, constitutes an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, digital assets or other financial instruments. Nothing contained in this feed constitutes investment, legal or tax advice. You should consult your own advisors and make your own investigations and evaluations of the information herein. Any decisions based on information contained in this feed are the sole responsibility of the viewer. None of Forward Industries nor any of its affiliates, shareholders, directors, officers, management, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information or any other information (whether communicated in written or oral form) transmitted or made available to you. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of this information. Certain information contained herein (including any financial information) may have been obtained from published and non-published sources. Such information has not been independently verified and we are not responsible for the timeliness or accuracy of such information. Forward Industries and its affiliates may buy, sell or hold investments in some of the companies, digital assets or protocols discussed in this feed. Except where otherwise indicated, the information on this site is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.

The terms and conditions of use set forth below apply to this website (collectively, the “Site”). Please read these terms and conditions carefully before using the Site. By using this Site, you acknowledge that you have read, understood and agreed to the terms and conditions of use. If you do not agree to these terms and conditions of use, you may not access or use the Site. Forward Industries, Inc. and its affiliates (collectively referred to as the “Forward Industries,” “us”, “we” or “our”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time. Therefore, we suggest that you review these terms periodically for changes. By using our Site after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these terms.

No Offer, Recommendation or Solicitation

None of the information contained on this Site constitutes a recommendation, solicitation or offer by Forward Industries, Inc. (“Forward Industries”) or its affiliates to buy or sell any securities, digital assets, or other financial instruments.

Without limiting the generality of the foregoing, no information contained on this Site constitutes or would be deemed to constitute an invitation in any jurisdiction to invest or otherwise deal in the shares (“Shares”) of Forward Industries. None of the information contained in this Site constitutes an offer to sell, or a solicitation of an offer to buy or subscribe for, any Shares or other securities in the United States or in any other jurisdiction, nor shall it, or the fact of its distribution, form the basis of, or be relied upon, in connection with or act as an inducement to enter into any contract or commitment therefor.

Neither Forward Industries nor any of its affiliates is, or expects to be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of the Investment Company Act.

Forward-Looking Statements

Certain statements on this site, social media posts or other public statements may constitute “forward-looking statements”. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of the release.


Linked Sites


This Site provides links to other websites that we think might be of interest to our users. Please note that when you click on one of these links, you may be moving to another provider’s website. These linked sites and their providers are not controlled by us, and we are not responsible for the contents or the proper operation of any linked site. The inclusion of any link does not imply our endorsement or our adoption of the statements therein. We encourage you to read the terms of use and privacy statements of these linked sites as their policies may differ from ours.


Governing Law and Consent to Jurisdiction


These terms and your use of the Site shall be governed by the laws of the United States of America and the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York.


Social Media Disclaimer


Legal Disclaimer: This feed, and the information contained herein, has been provided to you solely for informational purposes. Neither the information, nor any opinion contained in this feed, constitutes an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, digital assets or other financial instruments. Nothing contained in this feed constitutes investment, legal or tax advice. You should consult your own advisors and make your own investigations and evaluations of the information herein. Any decisions based on information contained in this feed are the sole responsibility of the viewer. None of Forward Industries nor any of its affiliates, shareholders, directors, officers, management, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information or any other information (whether communicated in written or oral form) transmitted or made available to you. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of this information. Certain information contained herein (including any financial information) may have been obtained from published and non-published sources. Such information has not been independently verified and we are not responsible for the timeliness or accuracy of such information. Forward Industries and its affiliates may buy, sell or hold investments in some of the companies, digital assets or protocols discussed in this feed. Except where otherwise indicated, the information on this site is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.