Director by deputization Multicoin Capital Management, Llc was granted 9,299,195 shares (SEC Form 4)
$FORD
Plastic Products
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Forward Industries, Inc. [ FORD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 09/10/2025 | A(1) | 7,947,843(2) | A | $18.5 | 7,947,843 | I | See Footnote(3)(4)(5) | ||
| Common Stock, par value $0.01 per share | 09/10/2025 | A(1) | 1,351,352(6) | A | $18.5 | 1,351,352 | I | See Footnote(3)(4)(5) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants | $0.01 | 09/10/2025 | A(7)(8)(9) | 4,458,796(7)(8)(9) | (7)(8)(9)(10) | (11) | Common Stock | 4,458,796 | $18.5 | 4,458,796 | I | See Footnote(3)(4)(5) | |||
| Explanation of Responses: |
| 1. On September 6, 2025, the Issuer entered into a Securities Purchase Agreement with certain investors (the "PIPE Investors") in a private investment in public equity investment (the "PIPE"), pursuant to which the PIPE Investors agreed to purchase shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") for $18.50 per share. |
| 2. MCMF LP (defined below) acquired 7,947,843 shares of Common Stock on September 10, 2025, for an aggregate purchase price of $114,040,000 (the "MCM Securities"). |
| 3. In addition to Multicoin Capital Management, LLC, a Texas limited liability company ("MCM LLC") this Form 4 is being filed jointly by Multicoin Capital Master Fund, LP, a Cayman Islands limited partnership ("MCMF LP"), Pyahm Samani, a citizen of the United States of America ("Mr. Samani"), and Tushar Jain, a citizen of the United States of America ("Mr. Jain") (collectively, the "Reporting Persons"). |
| 4. MCM LLC, as the investment adviser to MCMF LP, may be deemed to be the beneficial owner of the MCM Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Samani's and Mr. Jain's positions as ultimately controlling MCM LLC and MCMF LP, Mr. Samani and Mr. Jain may be deemed to be the beneficial owners of the MCM Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the MCM Securities, except to the extent of any pecuniary interest therein. |
| 5. Pursuant to the Lead Investor Agreement (as defined below), Mr. Samani was appointed as a Multicoin designee to the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be deemed directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. |
| 6. Mr. Samani acquired 1,351,352 shares of Common Stock on September 10, 2025, for an aggregate purchase price of $25,000,000 (the "Samani Securities"). Mr. Samani is the sole beneficial owner and has sole voting power of the Samani Securities. Each of Mr. Jain, MCM LLC, and MCMF LP do not have any pecuniary interest in, and disclaim any beneficial ownership of, the Samani Securities. |
| 7. In connection with the PIPE, MCMF LP entered into a Lead Investor Agreement (the "Lead Investor Agreement") with the Issuer and another investor in the PIPE, pursuant to which the Issuer agreed to issue MCMF LP an aggregate number of warrants to purchase 4,458,796 of shares of the Common Stock (the "Lead Investor Warrants") equal to 5% of the securities issued in the PIPE. Also, in connection with the PIPE, the Issuer and the PIPE Investors entered into a Registration Rights Agreement, dated September 6, 2025 (the "Registration Rights Agreement"). |
| 8. (Cont'd from 7) The Lead Investor Warrants carry an exercise price of one penny ($0.01) per share and shall be exercisable as follows: (1) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 150% of the cash Per Share Purchase Price (as defined in the Securities Purchase Agreement) for 20 out of 30 trading days following the effectiveness of the resale registration statement filed pursuant to the Registration Rights Agreement (the "Resale Registration Statement"); (2) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 200% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement; |
| 9. (Cont'd from 8) and (3) one-third (1/3) of the Lead Investor Warrants shall be exercisable on and after the first date on which the closing trading price of the Issuer's Common Stock on its principal stock exchange is equal to or greater than 250% of the cash Per Share Purchase Price for 20 out of 30 trading days following the effectiveness of the Resale Registration Statement. The Lead Investor Warrants include an exercise limitation that prohibits the holder from exercising the Lead Investor Warrants in an amount in excess of the specified ownership threshold of 9.99% of the issued and outstanding shares of Common Stock (the "Blocker"). |
| 10. As a result of the Blocker, as of the date hereof, any attempted exercise of the Lead Investor Warrants beneficially owned by Reporting Persons will not be effected by the Company. Upon 61 days' prior notice to the Issuer, each holder of Lead Investors Warrant may increase or decrease the Blocker, provided that the Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock. |
| 11. The Lead Investor Warrants do not expire. |
| MULTICOIN CAPITAL MANAGEMENT LLC By: /s/ Pyahm Samani, Managing Partner | 09/12/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||