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FWDI on Nasdaq

Forward Industries, Inc.

Forward Industries, Inc. is an American finance services company that raised $1.6 billion in 2025 (SEC Form D).2 It is headquartered in Islip, United States.2 Its shares trade on Nasdaq under the symbol FWDI.2

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Last updated Oct 21, 2026.

Overview

$18.2MRevenue, fiscal 20253
-$167.0MNet income, fiscal 20253

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  • TickerFWDI on Nasdaq2
  • IndustryFinance Services2
  • HeadquartersIslip, United States2
  • Incorporated inTX4
  • Business address111 Congress Avenue, Suite 500, Austin, Tx 787014
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation2
  • LEI25490013M5T813R199412
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATE CREATIONS, 10528 Harrison, United States2
  • Registered withCorporation and Business Entity Database (Division of Corporations, State Records and UCC, Department of State), 1359402

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Foundation have played important roles in the development of the Solana ecosystem, no single entity owns or controls the Solana network.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

28.5%Gross margin3
-46.1%Operating margin3
-918.1%Net margin3
-9.0%Revenue growth, 20253
-11.4%Return on equity3
-$4.5MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Design brought in 75% of the revenue Forward Industries, Inc. broke down this way in fiscal 2025.

  1. Design$13.6M375%down 32% from 2024
  2. Digital Assets$4.6M325%
Business segments by year
Business segments20242025
Design$20.0M$13.6M
Digital Assets$0$4.6M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue71¢$13.0M
  • Other costs28¢$5.1M
  • Interest0¢$49.1K
  • Income tax0¢$20.4K

Out of $18.2M in revenue.3 The company lost money this year.

Financial statements

Revenue678910113$18.2M in 2025−47% since 2018
0$10.0M$20.0M$30.0M$40.0M2018: $34.5M$34.5M20182019: $37.4M$37.4M2019+8%2020: $34.5M$34.5M2020−8%2021: $39.0M$39.0M2021+13%2022: $38.2M$38.2M2022−2%2023: $36.7M$36.7M2023−4%2024: $20.0M$20.0M2024−46%2025: $18.2M$18.2M2025−9%
Gross profit678910113$5.2M in 2025−21% since 2018
0$2.5M$5.0M$7.5M$10.0M2018: $6.6M$6.6M20182019: $6.6M$6.6M2019+0%2020: $6.6M$6.6M2020+1%2021: $8.1M$8.1M2021+23%2022: $8.8M$8.8M2022+8%2023: $8.4M$8.4M2023−5%2024: $5.2M$5.2M2024−38%2025: $5.2M$5.2M2025+0%
Operating income678910113-$8.4M in 2025
-$10.0M-$7.5M-$5.0M-$2.5M0$2.5M2018: $260.7K$260.7K20182019: -$3.1M-$3.1M20192020: -$2.0M-$2.0M2020−36%2021: -$765.0K-$765.0K2021−61%2022: $588.5K$588.5K20222023: $159.7K$159.7K2023−73%2024: -$2.2M-$2.2M20242025: -$8.4M-$8.4M2025+290%
Net income678910113-$167.0M in 2025
-$200.0M-$150.0M-$100.0M-$50.0M0$50.0M2018: $1.4M$1.4M20182019: -$3.6M-$3.6M20192020: -$1.8M-$1.8M2020−51%2021: $523.8K$523.8K20212022: -$1.4M-$1.4M20222023: -$3.7M-$3.7M2023+171%2024: -$2.0M-$2.0M2024−48%2025: -$167.0M-$167.0M2025+8460%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-09-302024-09-30
Revenues, net$18.2M$20.0M
Cost of sales$13.0M$14.8M
Gross profit$5.2M$5.2M
Sales and marketing expenses$1.0M$769.4K
General and administrative expenses$9.6M$6.4M
Related party expenses$923.5K$0
Goodwill and intangible asset impairment$2.0M$200.0K
Operating loss-$8.4M-$2.2M
Loss on change in fair value of digital assets$160.0M$0
Loss on change in fair value of warrant liability$658.3K$0
Interest income-$70.7K-$78.9K
Interest expense - related party$49.1K$62.7K
Other expense, net$4.2K$8.3K
Loss from continuing operations before income taxes-$169.1M-$2.1M
Provision for income taxes$20.4K$22.9K
Loss from continuing operations-$169.1M-$2.2M
Income from discontinued operations, net of tax$2.1M$215.6K
Net loss-$167.0M-$2.0M
Deemed dividend on Series B Convertible Preferred Stock-$29.4K$0
Net loss attributable to common shareholders-$167.0M-$2.0M
Basic loss per share from continuing operations-$25-$2
Basic earnings per share from discontinued operations$0$0
Basic loss per share-$24.59-$1.77
Diluted loss per share from continuing operations-$25-$2
Diluted earnings per share from discontinued operations$0$0
Diluted loss per share-$24.59-$1.77
Basic6.8M shares1.1M shares
Diluted6.8M shares1.1M shares

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Corporate structure

Forward Industries, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Forward Industries, Inc.

  • Forward Industries, Inc. Islip, New York, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Forward Industries, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$617.0K3 Sep 30, 2025$612.0K3 Sep 30, 2024+0.8%
Accumulated depreciation$493.0K3 Sep 30, 2025$394.0K3 Sep 30, 2024+25.1%
Property and equipment, net$124.3K3 Sep 30, 2025$218.0K3 Sep 30, 2024−43.0%
Operating-lease assets (leased space)$2.3M3 Sep 30, 2025$2.6M3 Sep 30, 2024−11.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$03 Sep 30, 2025$1.6M3 Sep 30, 2024−100.0%
Intangible assets, net (excluding goodwill)$03 Sep 30, 2025$680.4K3 Sep 30, 2024−100.0%
Finite-lived intangibles, gross$2.0M3 Sep 30, 2025$2.0M3 Sep 30, 20240%
Accumulated amortization-$1.5M3 Sep 30, 2025-$1.3M3 Sep 30, 2024−16.4%
Finite-lived intangibles, net$03 Sep 30, 2025$680.0K3 Sep 30, 2024−100.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$490.0K11 Sep 30, 2024$334.4K11 Sep 30, 2023+46.5%

Properties, in its own words

We lease all properties where our business is operated. We believe that these properties are adequate for the purposes for which they are used. All leases are with unaffiliated third parties. We believe that the loss of any lease would not have a material adverse effect on our operations, as we believe that we could identify and lease comparable facilities upon approximately equivalent terms. The properties which are material to the Company’s business are described below:

We lease 14,000 square feet in Hauppauge, New York for our executive offices and IPS, which we rent under a lease agreement scheduled to expire in April 2027. The lease has annual escalations and rent payments were approximately $33,000 per month during Fiscal 2025.

The rest of Item 2

We lease 11,000 square feet in Coon Rapids, Minnesota for Kablooe, which we rent under a lease agreement scheduled to expire in June 2026. The lease has annual escalations and rent payments were approximately $11,000 per month during Fiscal 2025.

Item 2 of the 10-K filed Dec 11, 2025.5

Leadership

Who has led Forward Industries, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Douglas Sabra2008–2010
  2. Brett M. Johnson2010–2012
  3. Bernard Wise Terence2020–2024
  4. Thomas Edward Kramer2020–2021
  5. Michael D. Pruitt2025–now

Chair

  1. Douglas Sabra2008

President

  1. Michael Schiffman2007
  2. Douglas Sabra2009
  3. Brett M. Johnson2010
  4. Mitchell Maiman2018–2021

Chief financial officer

  1. Douglas Sabra2006–2007
  2. James Owen McKenna Iii.2008–2013
  3. Michael D. Matte2015
  4. Anthony Camarda2020
  5. Kathleen Weisberg2023–2026
  6. Mark Christopher Brazier2026–now

Chief operating officer

  1. Michael Schiffman2007
  2. Douglas David Matthews2019
2010201520202025
Board members and other officers (31)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chris is President and Chief Investment Officer of Galaxy Digital, a strategic advisor in the offering.Christopher Ferraro named Sep 25, 202559
  • Samarth is a Director of Jump Crypto, a lead investor in the offering.Samarth Haribhakti named Sep 25, 202559

Former names

  • FORWARD INDUSTRIES INCJul 16, 1996 to Jan 23, 20184

Timeline

  1. Oct 1, 20268-K Regulation FD disclosure60
  2. Sep 24, 20268-K Entered a material agreement; Regulation FD disclosure; Other events61
  3. Sep 15, 20268-K Regulation FD disclosure62
  4. Aug 12, 20268-K Results of operations; Regulation FD disclosure63
  5. Jul 20, 20268-K Executive or director change64
  6. Jun 16, 20268-K Other events65
  7. Jun 16, 20268-K Other events66
  8. Jun 10, 20268-K Other events67
  9. Apr 17, 20268-K Unregistered sale of shares; Executive or director change68
  10. Apr 8, 20268-K Executive or director change69
  11. Mar 19, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure70
  12. Mar 13, 20268-K Executive or director change71
  13. Sep 11, 2025New chief executive Michael D. Pruitt becomes CEO14
  14. Dec 28, 2020New chief executive Thomas Edward Kramer becomes CEO16
  15. Sep 16, 2020New chief executive Bernard Wise Terence becomes CEO15
  16. Aug 18, 2010New chief executive Brett M. Johnson becomes CEO17
  17. Jan 3, 2008New chief executive Douglas Sabra becomes CEO18
  18. Mar 6, 1961Founded Forward Industries, Inc. is founded2

Calendar

Coming up

  1. Dec 10, 2026Reports results for the quarter ending Sep/202672

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results63
  2. Dec 11, 2025Reported quarterly or annual results73
  3. May 10, 2024Reported quarterly or annual results74
  4. Feb 14, 2024Reported quarterly or annual results75
  5. Dec 20, 2023Reported quarterly or annual results76
  6. Aug 14, 2023Reported quarterly or annual results77
  7. May 12, 2023Reported quarterly or annual results78
  8. Feb 14, 2023Reported quarterly or annual results79

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

232 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 91 major events, 70 insider forms, 15 large holders, 1 private raises, 34 other. The latest 20:

  1. Oct 1, 20268-K EDGAR
  2. Sep 24, 20268-K CURRENT REPORT EDGAR
  3. Sep 24, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  4. Sep 15, 20268-K EDGAR
  5. Aug 17, 20264 EDGAR
  6. Aug 17, 20264 EDGAR
  7. Aug 17, 20264 EDGAR
  8. Aug 14, 2026SCHEDULE 13G EDGAR
  9. Aug 12, 20268-K CURRENT REPORT EDGAR
  10. Aug 12, 202610-Q FORM 10-Q FOR JUN 2026 EDGAR
  11. Jul 23, 20263 EDGAR
  12. Jul 20, 20268-K CURRENT REPORT EDGAR
  13. Jun 16, 20268-K CURRENT REPORT EDGAR
  14. Jun 16, 20268-K CURRENT REPORT EDGAR
  15. Jun 10, 20268-K CURRENT REPORT EDGAR
  16. May 19, 20264 EDGAR
  17. May 18, 20264 EDGAR
  18. May 14, 202610-Q FORM 10-Q FOR MAR 2026 EDGAR
  19. May 8, 2026SCHEDULE 13D/A EDGAR
  20. May 1, 2026S-8 REGISTRATION STATEMENT EDGAR

The 232 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

14 open-market trades by officers, directors and large owners since October 2021: 8 buys and 6 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 19, 2026Pruitt Michael DChief Executive OfficerBuy500$4.16$2.1KForm 4
Dec 19, 2025Navi Ryan DavidChief Investment OfficerBuy10,000$7.08$70.8KForm 4
Dec 15, 2025Pruitt Michael DChief Executive OfficerBuy1,000$7.44$7.4KForm 4
May 25, 2023Shah SangitaDirectorBuy3,000$1.03$3.1KForm 4
May 24, 2023Shah SangitaDirectorBuy400$1.02$408Form 4
May 23, 2023Shah SangitaDirectorBuy2,723$1.01$2.8KForm 4
Dec 20, 2022Hrynkow Sharon HemondDirectorBuy9,855$1.14$11.3KForm 4
Dec 19, 2022ZIGLAR JAMES WDirectorBuy10,000$1.13$11.3KForm 4
Dec 13, 2021COO of SubsidiarySale2,000$1.99$4.0KForm 4
Dec 13, 2021Maiman MitchellPresident of SubsidiarySale4,000$1.73$6.9KForm 4
Nov 12, 2021Maiman MitchellPresident of SubsidiarySale4,000$2.20$8.8KForm 4
Nov 8, 2021Severino Paul JeanCOO of SubsidiarySale2,000$2.22$4.4KForm 4
Oct 12, 2021Maiman MitchellPresident of SubsidiarySale6,000$2.13$12.8KForm 4
Oct 6, 2021Severino Paul JeanCOO of SubsidiarySale6,000$2.18$13.1KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael Pruitt66$75.0K$873.8K88
2025Kathleen Weisberg55$258.3K$726.0K88
2025Robert Wild$290.0K$309.2K88
2025Terence Wise$160.5K$168.5K88
2024Executive Officer of IPS$286.2K$315.2K88
2024Chief Financial Officer$250.0K$258.0K88
2024Former ChiefExecutive Officer$240.8K$252.8K88

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$1.6B 2025–2025
Money received by yearMoney received by year, 2025–2025: $1.6B in all. Private raises (Form D) $1.6B.$0$500M$1B$1.5B$2B2025 · Private raises (Form D): $1.6B2025
Figures by year
YearPrivate raises (Form D)Total
2025$1.6B$1.6B

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Sep 10, 2025Raised $1.6 billion in a private offering of equity59 Form D: 214 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 87. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Galaxy Digital Inc.8,108,108$34.2M5.4%No change
BlackRock, Inc.3,710,811$15.7M0.0%+3,498,852
Geode Capital Management, LLC1,943,824$14.3M0.0%+868,896
Alyeska Investment Group, L.P.3,250,161$13.7M0.0%No change
Vanguard Capital Management LLC2,682,734$11.3M0.0%+1,942,085
Ghisallo Capital Management LLC1,006,882$4.2M0.1%No change
Long Corridor Asset Management Ltd994,164$4.2M1.5%No change
State Street Corp988,926$4.2M0.0%+671,735
Weiss Asset Management LP904,581$3.8M0.1%New
Polar Asset Management Partners Inc.874,537$3.7M0.1%−71,409
Citadel Advisors LLC785,784$3.3M0.0%+187,500
Northern Trust Corp474,529$2.0M0.0%+329,094
Nuveen, LLC446,255$1.9M0.0%New
Vanguard Portfolio Management LLC415,422$1.8M0.0%New
Vanguard Fiduciary Trust Co412,319$1.7M0.0%+56,841
UBS Group AG388,013$1.6M0.0%+265,188
Lazard Asset Management LLC201,869$851.9K0.0%−197,851
Morgan Stanley191,896$809.8K0.0%+82,110
Renaissance Technologies LLC188,854$797.0K0.0%−211,370
Bank of New York Mellon Corp175,121$739.0K0.0%+157,389
ParaFi Capital LP162,164$684.3K0.2%No change
Pantera Capital Partners LP153,070$646.0K0.6%−51,023
Moore Capital Management, LP150,000$633.0K0.0%−50,000
Charles Schwab Investment Management Inc140,359$592.3K0.0%+101,307
Susquehanna International Group, Llp138,684$585.2K0.0%−122,460

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Forward Industries, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARForward Industries, Inc.1
  • CIK0000038264
  • Employer ID (EIN)13-19506725
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inNew York5
  • Fiscal year endsSeptember 301
  • Industry code (SIC)6199 Finance Services1
  • SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
  • Business address111 Congress Avenue, Suite 500, Austin, TX 787011
  • Phone512-256-90401
  • Shares outstanding73,846,883 as of Aug 3, 202613
  • Public float$3.3M as of Mar 31, 20255
  • AuditorCBIZ CPAs P.C., Melville, New York PCAOB ID 199; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 9, 19961
  • Filings1,128 in all: 4 (360), 8-K (298), 10-Q (60), 3 (47), SC 13D/A (38), 10QSB (32), DEF 14A (29), SC 13G/A (25)1
    All 52 form types

    UPLOAD (24), 4/A (21), DFAN14A (21), 10-K (19), DEFA14A (17), CORRESP (13), SC 13G (12), 10KSB (10), PRE 14A (8), S-8 (8), SC 13D (7), 424B3 (6), 424B5 (6), 8-K/A (5), 10-K/A (4), 10-Q/A (3), CT ORDER (3), D (3), EFFECT (3), NT 10-Q (3), PREC14A (3), PRRN14A (3), SCHEDULE 13D (3), SCHEDULE 13D/A (3), 10-C (2), 10KSB/A (2), 10KSB40/A (2), 3/A (2), 8-A12B (2), DEFC14A (2), NT 10-K (2), S-1 (2), S-3 (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 10KSB40 (1), 144 (1), 5 (1), 8-A12B/A (1), PRER14A (1), S-1/A (1), S-3/A (1), S-3ASR (1), S-8 POS (1)

  • Latest filingsAnnual report (10-K) Dec 11, 2025
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Jan 26, 2026
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01FWDINasdaq

From the cover page of the 10-K filed Dec 11, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Forward Industries, Inc. names in Item 1A of its 10-K filed Dec 11, 2025: 57 risks under these headings, as written.5

  • Risks Related to the Company’s Digital Assets Strategy and Holdings
  • We adopted a digital asset treasury strategy with a focus on SOL, and we may be unable to successfully implement this new strategy.
  • Our management relies upon the advice of the Asset Manager through the Asset Management Agreement to assist in building our new Treasury Policy and the execution of the Company’s Treasury Policy and may not yield the desired return.
  • Our shift towards a Solana-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks.
  • The concentration of our SOL holdings enhances the risks inherent in our Solana-focused strategy.
  • Solana is created and transmitted through the operations of the peer-to-peer Solana network, a decentralized network of computers running software following the Solana protocol. If the Solana network is disrupted or encounters any unanticipated difficulties, the value of SOL could be negatively impacted.
  • SOL and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty, which could materially adversely affect the Company’s financial position, operations and prospects.
  • In connection with our SOL treasury strategy, we expect to interact with various smart contracts deployed on the Solana network, which may expose us to risks and technical vulnerabilities.
  • Part of our future business strategy may include acquisitions and investments in companies with Solana-focused or blockchain strategies, and there are risks associated with the integration of any assets or operations acquired and our ability to manage those risks. In addition, we may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any inability to do so may disrupt our business and hinder our ability to grow.
  • Certain of the Sponsors and their affiliates have been, and may continue to be, the subjects of legal and regulatory proceedings and investigations.
  • Changes in regulatory interpretations could require us to register as a money services business or money transmitter, leading to increased compliance costs or operational shutdowns.
  • If any of the digital assets that we hold are classified as a security, we may be subject to extensive regulation, which could result in significant costs or force us to cease operations.
The other 46 risks
  • The classification of digital assets that we hold as a commodity could subject us to additional CFTC regulation, resulting in significant compliance costs or the cessation of certain operations.
  • We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
  • Due to the unregulated nature and lack of transparency surrounding the operations of many digital asset trading venues, digital asset trading venues experience greater risk of fraud, market manipulation and other deceptive marketing practices, as well as security failures or regulatory or operational problems than trading venues for more established asset classes, which may result in a loss of confidence in digital asset trading venues and adversely affect the value of digital assets, and the Company’s financial position, operations and prospects.
  • Digital Assets, including SOL, historically are highly volatile assets, and fluctuations in the price of SOL are likely to influence our financial results and the market price of our common stock. Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our holdings of digital assets. Accordingly, it may be difficult to evaluate the Company’s business and future prospects, and the Company may not be able to achieve or maintain profitability in any given period.
  • Digital asset holdings are less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
  • The availability of spot ETPs for SOL and other digital assets may adversely affect the market price of our listed securities.
  • Digital asset lending arrangements may expose us to risks of borrower default, operational failures and cybersecurity threats.
  • Decentralized finance arrangements may expose us to risks of smart contract risk, operational failures and cybersecurity threats.
  • The reliance on open-source code by digital asset networks exposes us to risks related to competitive networks and products built on such code, the failure of individuals to maintain that code, and discovery of security vulnerabilities that could threaten the ability of such networks to operate.
  • The lack of legal recourse and insurance for digital assets increases the risk of total loss in the event of theft or destruction.
  • The Company will face risks relating to the custody of its digital assets. If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our private keys, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.
  • We face risks relating to the use of third-party trading platforms in connection with our Solana-focused strategy.
  • The irreversibility of digital asset transactions exposes us to risks of theft, loss and human error, which could negatively impact our business.
  • We will be subject to significant competition in the growing digital asset industry and the Company’s business, operating results, and financial condition may be adversely affected if the Company is unable to compete effectively.
  • Solana faces unique technical, governance and concentration risks that could materially affect its long-term viability.
  • Solana validators are relatively small in number, compared to some other leading blockchains, which may lead to coordinated censorship.
  • Solana is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.
  • The Company may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking SOL.
  • The Solana blockchain experiences a high number of “spam” transactions which can cause periods of congestion or outages or make it difficult for users to have their transactions processed.
  • A high percentage of Solana validators rely on software provided by Jito Labs, a third party unaffiliated with Solana Labs. If Jito Labs were to stop maintaining such software or if such software failed to function properly, it could have an adverse effect on the Solana blockchain and value of SOL.
  • A cyberattack or other malicious attack on the Solana blockchain could have a material impact on the value of SOL held by the Company.
  • The emergence or growth of other digital assets, including those with significant private or public sector backing, including by governments, consortiums or financial institutions, could have a negative impact on the price of SOL and adversely affect the Company’s securities.
  • If we lose key personnel, if we fail to recruit additional highly skilled personnel, or if we lose the services of our Asset Manager, our ability to operate and manage our digital asset treasury strategy will be impaired.
  • Risks Relating to Our Design Business
  • Our design business has experienced recurring losses. We cannot assure you that we will regain profitability in the future.
  • The loss of any of, or a material reduction in orders from, our largest design customers would materially and adversely affect our design business results of operations and financial condition.
  • If we are unable to provide our design customers with high-quality products and services or if we are unable to deliver our products and/or services to our customers in a timely manner, the financial condition, and results of operations of our design business may be materially adversely affected.
  • If our design teams fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project.
  • Our design business results of operations could suffer if we are not able to maintain adequate utilization of our workforce.
  • Future design revenues are difficult to predict and are likely to show significant variability as a consequence of customer concentration.
  • The gross margins, and therefore the potential profitability, in our design business vary considerably, and if the revenue contribution from one or more customers or projects changes materially, our gross profit percentage may fluctuate.
  • Issues with our products or services may lead to product liability, personal injury or property damage claims, recalls, withdrawals, replacements of products, or regulatory actions by governmental authorities that could divert resources, affect business operations, decrease sales, increase costs, and put us at a competitive disadvantage, any of which could have a significant adverse effect on our financial condition.
  • The design business is highly competitive and does not pose significant barriers to entry.
  • If we experience system interruptions, it may cause us to lose customers and may harm our design business.
  • Because our networks and IT systems may be vulnerable to unauthorized persons hacking our systems, it could disrupt our operations and result in the theft of our proprietary information.
  • Our design business uses software that is highly technical, and undetected errors, if any, could adversely affect our business.
  • Risks Related to Our Business, Liquidity and Operations
  • If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.
  • If a third party asserts that we are infringing on its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.
  • Employee or agent misconduct, or our failure to comply with anti-bribery and other laws or regulations, could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.
  • If we fail to maintain an effective system of internal controls over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.
  • We maintain cash balances in our bank accounts that exceed the FDIC insurance limitation.
  • Risks Related to Our Common Stock
  • Due to factors beyond our control, our stock price may be volatile.
  • If we become subject to a regulatory investigation, it could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.
  • We do not expect to pay dividends in the future, which means that investors may not be able to realize the value of their shares except through a sale.
  • Our shares of common stock are available in tokenized form on the Solana blockchain and such tokenized shares are subject to unique risks including lack of liquidity and limited utility.
  • Holders of tokenized shares of common stock should be aware that, because currently outstanding shares of the Company’s common stock trade on Nasdaq and there are no current trading venues for the tokenized shares of common stock, recipients of tokenized shares of common stock may face potential illiquidity, trading volatility and/or pricing discrepancies when compared to shares of common stock which trade on Nasdaq. These discrepancies may be substantial and could result in significantly lower valuations for tokenized shares of common stock.
  • If holders of tokenized shares of common stock elect to move their shares back to the traditional transfer agent, the process can be time-consuming and costly, and during the processing time, trading volatility, stock prices or other factors could adversely impact the shareholder.

Legal proceedings

From time to time, the Company may become a party to legal actions or proceedings in the ordinary course of its business. As of September 30, 2025, and through the filing date of this Form 10-K, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes would be material to its business.

The opening of Item 3, Legal Proceedings.5

Sources

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