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Screener / SEC EDGAR /CIK 0000038264 /10-K filed Dec 11, 2025, compared with Dec 27, 2024 /Numbers from the XBRL of the 10-Ks
Nasdaq Crypto · Financial Services

Forward Industries FWDI

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The 10-K against last year's

266 changes: 145 added, 65 removed, 54 reworded, 2 quiet changes

10-K Dec 11, 2025 vs Dec 27, 2024
Risk Factors 67.1% of the text changed · 14,130 words now MD&A 64.6% of the text changed · 3,896 words now Accounting Policies 26.1% of the text changed · 3,623 words now

10-K 0001683168-25-009068 (Dec 11, 2025) vs 10-K 0001683168-24-009011 (Dec 27, 2024) Not compared: Legal Proceedings.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

MD&A260 words changed in this paragraph; it is 35% similar to last year's version.
We review The Company reviews goodwill for impairment at least annually, or more often if triggering events occur. We have The Company has two reporting units with goodwill (the IPS and Kablooe operating segments) and we perform our annual goodwill impairment test on September 30, the end of the fiscal year, or upon the occurrence of a triggering event. We have Evaluating goodwill for impairment will often require the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If we can support the conclusion that it is not more likely than not that the fair value estimation of a reporting unit is less than its carrying amount, then we would not need to perform a quantitative impairment test for the reporting unit. If we cannot support such a conclusion or do not elect to perform the qualitative assessment, then we will perform the quantitative impairment test by comparing the fair value of the underlying reporting unit with its carrying amount, including goodwill. If unit, the fair value of the reporting unit exceeds its carrying amount, no impairment charge is recognized. If the fair value of the reporting unit is less than its carrying amount, an impairment charge will be recognized for the amount by inputs to which the reporting unit’s carrying amount exceeds its fair value. A require a significant amount of judgment is required judgment, such as future cash flows, future growth rates and profitability. Changes in performing goodwill our business strategy or adverse changes in market conditions could impact impairment tests including estimating analyses and require the fair value recognition of a reporting unit. During Fiscal 2024, the Company recorded an impairment charge charge. Although we base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances at the time of $200,000 related to goodwill (See Note 4 to the consolidated financial statements). evaluation, actual results could differ from these estimates.

Source: Item 7, 10-K 0001683168-25-009068 vs Item 7, 10-K 0001683168-24-009011

Risk Factors156 words changed in this paragraph; it is 54% similar to last year's version.
In Fiscal 2024, we Our design business generated a net loss of approximately $1,951,000. While we generated income from continuing operations $5,159,000 in Fiscal 2023, we 2025. We can provide no assurance that we our design business will not experience operating losses in the future. Forward China holds a $600,000 note which is due on June 30, 2025. Additionally, we owe Forward China approximately $7,226,000 Our design business will need to generate increased revenues to achieve profitability in accounts payable. See Note 14 to the consolidated financial statements future. Despite our efforts, our design business may not achieve profitability in the future or sustain profitability for a discussion on these payables and the limited amounts that we are required to pay over any 12-month period. Forward China, which is owned by prolonged period of time. If our Chief Executive Officer and Chairman of the Board, has previously agreed to extend the note on numerous occasions to assist the Company with its liquidity. We cannot provide any assurance that Forward China will continue to grant us extensions on this note. If we design business cannot generate sufficient revenues to operate profitably, we may be forced to cease, limit or suspend operations, or we may be required to raise additional capital or incur additional debt to maintain or grow our operations. design business. There is no assurance that we will be able to raise such capital and if so on terms that are not onerous and dilutive to the Company and its shareholders.

Source: Item 1A, 10-K 0001683168-25-009068 vs Item 1A, 10-K 0001683168-24-009011

Accounting Policies150 words changed in this paragraph; it is 33% similar to last year's version.
In November 2019, December 2023, the FASB issued ASU 2019-11, “Codification Improvements 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires certain crypto assets meeting defined criteria to Topic 326, Financial Instruments - Credit Losses.” ASU 2019-11 is an accounting pronouncement that provides clarity to be measured at fair value each reporting period with changes in fair value recognized in net income, presented separately from other intangible assets and amends earlier guidance on this topic and would be effective concurrently with the adoption of such earlier guidance. accompanied by enhanced disclosures. This pronouncement standard is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. 2024, with early adoption permitted. The Company adopted this guidance standard in the first fourth quarter of Fiscal 2024 2025, in conjunction with its new treasury strategy. Since the Company held no material digital assets until September 2025, the adoption of this standard had no impact on its consolidated to prior reported financial statements. statements and no cumulative adjustment to retained earnings was required or recorded.

Source: 10-K text, Note 2 – ACCOUNTING POLICIES, 10-K 0001683168-25-009068 vs 10-K text, Note 2 – ACCOUNTING POLICIES, 10-K 0001683168-24-009011

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of FWDI's Risk Factors and MD&A, 10-K Dec 11, 2025 against 10-K Dec 27, 2024. Each links to the text at sec.gov.

All 266 Added 145Removed 65Reworded 54Quiet changes 2
AddedRisk Factors
Our business is subject to numerous risks and uncertainties that you should consider before investing in our common stock. Set forth below is a summary of the principal risks we face:
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
We adopted a new business strategy dedicated to SOL which exposes us to significant risk as there is no assurance that we will be able to successfully execute this strategy and business plan;
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
The SEC has taken, and may in the future take, the view that some of the digital assets held by the Company are securities, which has adversely affected, and could adversely affect the value of such digital assets and the financial condition of the Company and result in potentially substantial expense to the Company;
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
A particular crypto asset’s status as a security in any relevant jurisdiction is subject to a high degree of uncertainty, and if we are unable to correctly classify a crypto asset, we may be subject to regulatory scrutiny, investigations, additional reporting requirements and other adverse consequences, including potentially becoming subject to the Investment Company Act of 1940 which would impose significant financial and regulatory burdens and compliance costs;
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
The high volatility of trading prices that many digital assets, including SOL, have experienced and may continue to experience could have a material adverse effect on the value of the Company’s digital assets, which could lose all or substantially all of their value, and on the overall financial position of the Company;
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
Crypto assets and our related activities are characterized by numerous other risks and uncertainties, including the possibility of code malfunction, theft, fraud, hacking, cyberattacks, malicious activities or manipulation, in addition to price volatility, regulatory actions, bans or restrictions, declines in the price of crypto assets, demand for or public perception of crypto assets and other external forces beyond our control;
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
There is a significant increase in competition in the digital asset industry and thus, the Company’s financial condition and operations may be adversely affected if the Company fails to compete effectively;
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
Technological innovations and new entrants into the digital asset ecosystem may render Solana obsolete which would materially affect the price of the Company’s stock price and overall financial position;
Read it in 10-K Dec 11, 2025 at sec.gov
Show the other 16
AddedRisk Factors
We are highly dependent on our new Chairman of the Board of Directors, members of our executive team, and our Asset Manager, and the loss of any of their services could materially harm our business.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedRisk Factors
We purchase digital assets, including SOL, the price of which has been, and will likely continue to be, highly volatile. Our operating results and share price may significantly fluctuate, including due to the highly volatile nature of the price of such digital assets and erratic market movements.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
Forward Industries, Inc. is a design company serving top tier medical and technology customers. The Company provides hardware and software product design and engineering services to customers predominantly located in the U.S. The Company also acquires and holds Solana (“SOL”) and other digital assets and has adopted SOL as its primary treasury reserve asset. On November 17, 2025, the Company changed its ticker symbol on the Nasdaq Capital Market from FORD to FWDI.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
On September 8, 2025, in connection with a private placement with certain accredited investors, we announced the launch of our digital asset treasury strategy, pursuant to which we plan to pursue a number of strategic initiatives to acquire SOL and other digital assets. On September 10, 2025, we entered into the Asset Management Agreement and Services Agreement with Galaxy Digital Capital Management LP (“Galaxy Digital”) to guide us through the implementation of our new digital assets treasury business. On September 15, 2025, we announced our initial liquid SOL purchases of 6,822,000 SOL at an average price of $232 per SOL, or approximately $1.58 billion in the aggregate.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
Under our new treasury policy and strategy (the “Treasury Policy”), the principal holding in our treasury reserve on the balance sheet will be allocated to digital assets, primarily SOL. Our strategy involves applying a public-market treasury model to an asset that we believe is earlier in its lifecycle, structurally reflexive, and underexposed as compared to Bitcoin. Our approach involves acquiring SOL directly through market purchases, staking our holdings via our own or third-party operated validators and generating incremental revenue through strategic partnerships and deployments within the Solana ecosystem.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
In addition to operating our hardware and software product design and engineering services business, our management will focus its resources on our Treasury Policy, and a significant portion of the balance sheet will be allocated to holding SOL and other digital assets in our digital asset treasury. As of November 30, 2025, we estimated that our digital asset holdings comprised more than 90% of our total assets.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
Unless otherwise noted, amounts related to these discontinued operations are excluded from the disclosures presented herein. See Note 3 for more information on these discontinued operations.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which requires the use of certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although we base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances at the time of evaluation, changes in our business strategy, adverse changes in market conditions or various other factors could cause actual results to differ from these estimates and such differences could be significant.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
We have identified the below critical accounting estimates. An accounting estimate is considered critical if both: (a) the nature of the estimate or assumption is material due to the levels of subjectivity and judgment involved, and (b) the impact of changes in the estimate and assumption has had or is reasonably likely to have a material effect on the consolidated financial statements. This listing is not a comprehensive list of all our accounting policies. For further information regarding the application of these and other accounting policies, see Note 2 of the consolidated financial statements.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
We measure share-based compensation expense related to employee and non-employee director share-based awards based on the estimated fair value of the awards as determined on the date of grant, which is recognized as expense over the requisite service period. We utilize the Black-Scholes option pricing model to estimate the fair value of stock options issued as compensation. The Black-Scholes model requires the input of highly subjective and complex assumptions, including the expected term of the stock option, and the expected volatility of our common stock over the period commensurate with the expected term of the option. Uncontrollable uncertainties, such as fluctuation in interest rates, can have an effect on our Black-Scholes estimate calculations. Such fluctuations and other unforeseen changes in inputs could have a material impact on the general and administrative expenses within our financial statements.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
In December 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires certain crypto assets meeting defined criteria to be measured at fair value each reporting period with changes in fair value recognized in net income, presented separately from other intangible assets and accompanied by enhanced disclosures. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company early adopted this standard in the fourth quarter of Fiscal 2025, in conjunction with its new treasury strategy. Since the Company held no digital assets until September 2025, the adoption of this standard had no impact to prior reported financial statements and no cumulative adjustment to retained earnings was required or recorded.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
The change in other expense/(income), net is due to a $160,035,000 reduction in the fair value of our digital assets resulting from a decline in the market value of SOL, a $658,000 increase in the estimated fair value of the warrant liability from July 1, 2025 through August 8, 2025 based on changes in the inputs to the valuation model, and lower interest income, interest expense and foreign currency exchange rate losses.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
On September 9, 2025, we sold and issued to certain accredited investors in a private placement an aggregate of: (i) 77,144,562 shares of our common stock at an offering price of $18.50 per share, and (ii) pre-funded warrants to purchase 12,031,364 shares of our common stock with $18.49999 of the exercise price pre-funded at closing. Pre-funded warrants to purchase an additional 1,783,519 shares of our common stock with $18.49999 of the exercise price pre-funded were also issued in connection with a related strategic advisor agreement. We received aggregate proceeds of approximately $1.65 billion, before deducting placement agent fees and other offering expenses. Net proceeds to the Company, after deducting placement agent fees and other offering expenses, were approximately $1.58 billion.
Read it in 10-K Dec 11, 2025 at sec.gov
AddedMD&A
From July 1 through August 12, 2025, we sold 246,000 shares of common stock under the $35 million ELOC and received gross proceeds of $2,432,000 in connection with such sales. We have sold all shares registered under the ELOC, which was mutually terminated on September 9, 2025.
Read it in 10-K Dec 11, 2025 at sec.gov

Sources

The two latest 10-Ks on EDGAR, section by section. Each change links to the text at sec.gov.

Also

New risk factors: paragraphs with nothing like them last year, quoted in full.

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