{"url_path":"/sec/fwdi/8-k/2026-07-20/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/38264/0001683168-26-005625-index.html","accession_number":"0001683168-26-005625","cik":"0000038264","ticker":"FWDI","issuer_name":"Forward Industries, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/38264/0001683168-26-005625-index.html","primary_entity_key":"0000038264","primary_entity_name":"Forward Industries, Inc."},"word_count":487,"has_tables":true,"body_markdown":"** **\n\n**Item 5.02 Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn July 14, 2026, Forward Industries, Inc. (the\n“Company”) appointed Michael Ashe to serve as a member of the Company’s Board of Directors, effective immediately.\n\n** **\n\nMr. Ashe currently serves as the Chief Strategy\nOfficer of Galaxy Digital Inc. (NASDAQ: GLXY) (“Galaxy”).\n\n \n\nThe Company has existing agreements with Galaxy\nand affiliated entities of Galaxy, including the Services Agreement dated September 10, 2025 and the Asset Management Agreement dated\nSeptember 10, 2025. These agreements were previously described under the caption “Related Person Transactions” in the Company’s\nDefinitive Proxy Statement filed with the Securities and Exchange Commission on January 26, 2026 in connection with the Company’s\nAnnual Meeting of Stockholders, which description is incorporated by reference into this Item 5.02, and has been updated, as applicable,\nin the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2026, each of which description is incorporated\nby reference into this Item 5.02.\n\n \n\nIn addition to the transactions described in the\nforegoing incorporated disclosure, the Company and Galaxy (or affiliates of Galaxy) are parties to agreements as described below:\n\n \n\n·Share Repurchase Program Agreement dated March\n19, 2026, pursuant to which Galaxy Securities LLC is appointed to act as the Company’s agent to repurchase shares of its outstanding\ncommon stock in conformity with the safe harbor provisions of Rule 10b5-1 and Rule 10b-18, up to a maximum aggregate limit of 4,000,000\nshares, in exchange for a fee of $0.0125 per share of common stock purchased, plus the cost of the repurchased shares and any applicable\nDWAC fees. As of July 14, 2026, the Company has paid approximately $90,000 in fees to Galaxy Securities LLC under this agreement.\n\n   \n\n·Master Digital Currency Loan Agreement dated\nFebruary 27, 2026 with Galaxy Digital LLC (“Lender”) pursuant to which Lender may from time to time lend Digital Currency\nor USD to the Company on an open or term basis in exchange for a borrow fee. As of July 14, 2026, the Company has paid approximately $373,000\nin interest fees to the Lender under this agreement.\n\n   \n\n·Written SOL Option Contracts dated September\n9, 2025, pursuant to which a bilateral framework establishing credit support obligations to pledge and transfer eligible collateral to\nsecure credit exposures under outstanding over-the-counter derivative transactions, between Galaxy Trading Mercury LLC and a wholly-owned\nsubsidiary of the Company, in exchange for the mutual covenants, payments, deliveries, and credit support transfers specified under the\nMaster Agreement, Schedule, and Credit Support Annex. As of July 14, 2026, on a net basis, the Company has paid approximately $1,300,000\nto Galaxy Trading Mercury LLC in premium fees and paid approximately $3,700,000 to exercise options for approximately 46,000 SOL.\n\n \n\nBy virtue of Mr. Ashe’s position as Chief\nStrategy Officer of Galaxy, he may be deemed to have an indirect material interest in the transactions described above for purposes of"}