Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Forward Industries, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
349862409 (CUSIP Number) |
Prat Vallabhaneni 1221 Avenue of the Americas, New York, NY, 10020 212-819-8200 Laura Katherine Mann 1221 Avenue of the Americas, New York, NY, 10020 212-819-8200 Erica Hogan 1221 Avenue of the Americas, New York, NY, 10020 212-819-8200 White & Case LLP 1221 Avenue of the Americas, New York, NY, 10020 212-819-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 349862409 |
| 1 |
Name of reporting person
Multicoin Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 349862409 |
| 1 |
Name of reporting person
Multicoin Capital Master Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 349862409 |
| 1 |
Name of reporting person
Tushar Jain | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Forward Industries, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
111 Congress Avenue, Suite 500, Austin,
TEXAS
, 78701. | |
Item 1 Comment:
This Amendment No. 2 to the Schedule 13D ("Amendment No. 2") is being filed to report that as of April 30, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. This Amendment No. 2 constitutes an exit filing for the Reporting Persons. This Amendment No. 2 amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on September 18, 2025, as amended and supplemented by Amendment No. 1 to Schedule 13D as filed on April 8, 2026 (the "Original Schedule 13D", and the Original Schedule 13D as further amended and supplemented by this Amendment No. 2, the "Schedule 13D"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Forward Industries, Inc., a New York corporation (the "Issuer"), formerly having its principal executive offices at 700 Veterans Memorial Highway, Suite 100, Hauppauge, New York 11788, and presently having its principal executive offices at 111 Congress Avenue, Suite 500, Austin, Texas 78701. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. This Amendment No. 2 constitutes an "exit filing" for the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following at the end thereof: On May 5, 2026, MCMF LP transferred 1,783,519 shares of Common Stock to Lemmings Holdings, LLC. On April 30, 2026, pursuant to the terms of the Lead Investor Agreement and Assignment Agreement, MCMF LP assigned 4,458,796 Lead Investor Warrants to Lemmings Holdings, LLC. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: (a), (b) MCM LLC, MCMF LP and Mr. Jain each beneficially own an aggregate of 0 shares of Common Stock which represent 0.0% of the outstanding shares of Common Stock. | |
| (b) | The information set forth in Item 5(a) of this Amendment No. 1 is hereby incorporated by reference. | |
| (c) | In the 60 days prior to this filing, the following describes the Reporting Persons' transfer activity in shares of Common Stock: Date of Transaction: May 5, 2026 Amount of Securities Sold: 1,783,519 Price Per Share: $4.43 In the 60 days prior to this filing, the following describes the Reporting Persons' assignment activity in the Lead Investor Warrants: Date of Transaction: April 30, 2026 Amount of Securities Sold: 4,458,796 Price Per Share: $3.91 | |
| (d) | Not applicable. | |
| (e) | As of April 30, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any person with respect to any securities of the Issuer, including any class of such issuer's securities used as reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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