10-K 0001683168-25-009068 (2025-12-11) vs 10-K 0001683168-24-009011 (2024-12-27)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 14,130 |
67.1% |
| MD&A | Item 7 | 3,896 |
64.6% |
| Legal Proceedings | Item 3, via Note 12 – COMMITMENTS AND CONTINGENCIES | 55 |
not compared |
| Accounting Policies | 10-K text, Note 2 – ACCOUNTING POLICIES | 3,623 |
26.1% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 260 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 Factors 156 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 Policies 150 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
Every change, by type
Sentences and paragraphs of FWDI's Risk Factors and MD&A, 10-K 2025-12-11 against 10-K 2024-12-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 at sec.gov ↗
AddedRisk Factors
The Company’s financial position and operations may be dependent on the acceptance of digital assets, which represent a new and rapidly evolving industry;
Read it in 10-K 2025-12-11 at sec.gov ↗
AddedRisk Factors
The largely unregulated nature of the digital asset ecosystem may adversely affect the value of digital assets and, consequently, the Company’s financial position;
Read it in 10-K 2025-12-11 at sec.gov ↗
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 2025-12-11 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 2025-12-11 at sec.gov ↗
RemovedRisk Factors
We have experienced recurring losses and our ability to continue as a going concern is in doubt.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
We incurred net losses of approximately $1,951,000 and $3,737,000 in Fiscal 2024 and 2023, respectively. We expect to generate losses for the foreseeable future. We will need to generate increased revenues to achieve profitability in the future. Despite our efforts, we may not achieve profitability in the future or sustain profitability for a prolonged period of time. In December 2024, our largest design customer notified us of its plan to discontinue their insulin patch program on which we were providing design services. In Fiscal 2024, this design customer was responsible for 25.2% of our revenues. While we plan to mitigate the impact of this lost revenue with cost reduction efforts, seeking continued flexibility on payments to Forward China and exploring additional sources of financing, these efforts may not be sufficient to meet our liquidity needs through December 31, 2025.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
Accordingly, our independent registered public accounting firm stated in their report on our annual financial statements for the fiscal year ended September 30, 2024, that these conditions raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, our shareholders will likely lose all of their investment in the Company.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
The COVID-19 pandemic, or any other future pandemic, has had, and may continue to have, a material and adverse effect on our business and results of operations.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
On May 11, 2023, the U.S. Department of Health and Human Services declared the end of the Public Health Emergency for COVID-19. Though the severity of COVID-19 has subsided, new variants or any other future pandemic could interrupt business, cause renewed labor and supply chain disruptions, and negatively impact the global and US economy, which could materially and adversely impact our business. During the height of COVID-19 our supply chain experienced significant disruptions which, together with other factors such as the increase in global consumer demand and the global shipping container shortage, resulted in longer delivery times and higher importation costs for most of our products. While our supply chain appears to generally be stable at this time, should a resurgence of COVID-19, or a similar pandemic, occurs, our supply chain could again be negatively impacted; for example, the factories that manufacture our products could be required by government authorities to temporarily cease operations or might be limited in their production capacity. If governments take protective actions in response to a resurgence of COVID-19 or the outbreak of a new pandemic, it may have a material adverse impact on our business, financial condition and operating results for the reasons described above.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
Our OEM distribution business remains highly concentrated in our diabetic products line. If our diabetic products line were to suffer the loss of a principal customer or a material decline in revenues from any such large customer, our business would be materially and adversely affected.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
In Fiscal 2024, revenues from diabetic products accounted for 77% of our OEM distribution revenues and OEM distribution revenue accounted for 34% of our consolidated net revenue. As a result, our financial condition and results of operations are subject to higher risk from the loss of a major diabetic products customer or changes in their business practices. Many new diabetes monitoring products brought to the market in recent years do not use a carrying case. If consumer demand continues to increase for diabetes product lines that do not use carrying cases, our business would be materially and adversely affected.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
If any one or more of our OEM distribution customers elect to reduce or discontinue inclusion of cases “in box”, our results of operations and financial condition would be materially and adversely affected.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
The predominant percentage of our OEM distribution revenues is derived from sales of case accessories to our OEM customers who package our cases “in box” with their electronics. During recent years, there have been numerous federal legislative and administrative actions that have affected government programs, including adjustments that have reduced or increased payments to healthcare providers and patients. Any measures to restrict healthcare spending could result in decreased sales of our products. If one or more of our distribution customers reduce or discontinue the practice of including carry case accessories “in box” or if our customers experience reduced demand for their products as a result of political changes, we may incur a significant decline in our revenues and our results of operations and financial condition would be materially and adversely affected.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
Rising threats of international tariffs, including tariffs applied to goods between the U.S. and China, may materially and adversely affect our business.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
Rising threats of international tariffs, including tariffs applied to goods traded between the U.S. and China, could materially and adversely affect our business and results of operations. Since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding the possibility of instituting tariffs on the foreign imports of certain materials and products. More specifically, throughout 2019 and 2020, the U.S. and China imposed tariffs or announced proposed tariffs to be applied in the future to certain of each other’s exports. As of the date of this report, the Company has not been directly affected by any tariffs previously implemented by former President Trump on the medical technology industry which currently remain in place. In May 2022 the U.S. Trade Representative (the “USTR”) announced a statutory four-year review of the tariffs against China. The USTR also announced in May 2022 that it reinstated or extended various eligible tariff exclusions on certain products from China through December 2023. In September 2024, the USTR completed its statutory four-year review and announced tariff increases on imports from China on various products. Further, we do not know if the administration that takes office in 2025 will implement any new tariffs or alter current tariffs. If any tariffs or restrictions are imposed on products that we import for our customers, we would be required to raise our prices, which may result in the loss of customers and harm our business. Additionally, some of our non-diabetic distribution customers and customers in the design and development business have been affected by these tariffs, specifically those who manufacture non-medical electronic products. This may cause these customers to reduce the amount of discretionary spending they use on outsource product design and engineering services supplied by our design segment.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedRisk Factors
Changes in political conditions in China and changes in the state of China-U.S. relations, including any tensions relating to potential military conflict between China and Taiwan, are difficult to predict and could adversely affect the operations or financial condition of the Company. In addition, because of our involvement in the Chinese market, any deterioration in political or trade relations might cause a public perception in the U.S. or elsewhere that might cause our business to become less attractive. Such an impact could adversely affect our revenues and cash flows.
Read it in 10-K 2024-12-27 at sec.gov ↗
RewordedRisk Factors
Although the The Company carries product liability insurance and works with its customers to satisfy product quality concerns (the cost of such efforts are typically covered by our sourcing agent, Forward China) we concerns; however, there can provide be no assurance that customers will not seek damages beyond what we warranty or beyond our insurance coverage. coverage limits.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
Although While we have not had experienced significant claims for damages or losses from the development or design of products we distribute in our distribution business or assist in the development, design or production of in our design business, to date, any uninsured or underinsured claim, if successful and of significant magnitude, could have a material adverse effect on our business, prospects, results of operations or financial condition.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
Our The gross margins, and therefore our the potential profitability, in our design business vary considerably by customer and by product and service offering, considerably, and if the revenue contribution from one or more customers or products or project projects changes materially, relative to total revenues, our gross profit percentage may fluctuate.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
We maintain our cash assets at commercial banks in the U.S. in amounts in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000 and in Europe in amounts that may exceed any applicable deposit insurance limits. per depositor, per insured bank, for each account ownership category.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
Although that investigation has concluded, concluded with no enforcement action taken against the Company, responding to, to or defending against other such actions regulatory inquiries or investigations would cause us to incur substantial expenses and divert our management’s attention.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
While we generated income from continuing operations in Fiscal 2023, we We can provide no assurance that we our design business will not experience operating losses in the future.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
In Fiscal 2024, our largest design customer accounted for over 30% of our consolidated net revenues In December 2024, our largest design customer notified the Company of its plan to discontinue their insulin patch program, on which the Company was working.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
Because of the broad variability in price ranges and product and project types, this variability, we anticipate that gross margins, and accordingly their impact on operating income or loss, may fluctuate significantly depending on the relative revenue contribution from each customer or product. project.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
Our future depends, in part, on our ability to attract and retain key sales personnel and the continued contribution of our executive officers including Terence Wise, our Chief Executive Officer, who would be difficult to replace. officers.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
We expect this to continue to cause a material decrease in our revenues beginning with the second quarter of fiscal 2025. relative to Fiscal 2024.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
Our design business gross profit margins on the products and services we sell can vary widely depending on the product or project type, customer, and contract or order size.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedRisk Factors
There are many competitors in the sale of carry solutions products to our customers including OEMs, engineering design business and competition is intense.
Read it in 10-K 2025-12-11 at sec.gov ↗
Quiet changesRisk Factors
If we under-utilize our workforce, our profit margin and profitability would will suffer.
Read it in 10-K 2025-12-11 at sec.gov ↗
Quiet changesRisk Factors
Our Certain of our IT infrastructure including power, security, connectivity and other services is housed within our office space in which we lease.
Read it in 10-K 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 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 2025-12-11 at sec.gov ↗
RemovedMD&A
is a global design, sourcing and distribution Company serving top tier medical and technology customers worldwide.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
We have identified the accounting policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The discussion below is not intended to be comprehensive. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP, with no need for management’s judgment. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations are discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion of the applications of these and other accounting policies, see “Item 8. Financial Statements and Supplementary Data” in this report. The preparation of our consolidated financial statements requires us to make estimates and assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
The OEM distribution segment recognizes revenue when: (i) finished goods are shipped to its customers (in general, these conditions occur at either point of shipment or point of destination, depending on the terms of sale and transfer of control); (ii) there are no other deliverables or performance obligations; and (iii) there are no further obligations to the customer after the title of the goods has transferred. If the Company receives consideration before achieving the criteria previously mentioned, it records a contract liability, which is classified as a component of deferred income in the accompanying consolidated balance sheets.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
The design segment applies the “cost to cost” and “right to invoice” methods of revenue recognition to its contracts with customers. The design segment typically engages in two types of contracts: (i) time and material and (ii) fixed price. The Company recognizes revenue over time on its time and material contracts utilizing a “right to invoice” method. Revenues from fixed price contracts that require performance of services that are not related to the production of tangible assets are recognized by using cost inputs to measure progress toward the completion of its performance obligations, or the “cost to cost” method. Revenues from fixed price contracts that contain specific deliverables are recognized when the performance obligation has been satisfied or the transfer of goods to the customer has been completed and accepted.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
Recognized revenues that will not be billed until a later date, or contract assets, are recorded as an asset and classified as a component of accounts receivable in the accompanying consolidated balance sheets. Contracts where collections to date have exceeded recognized revenues, or contract liabilities, are recorded as a liability and classified as a component of deferred income in the accompanying consolidated balance sheets.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
As a result of discontinuing our retail reportable segment, we now have two reportable segments: OEM distribution and design. The OEM distribution segment sources and distributes carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic devices directly to OEMs or their contract manufacturers worldwide. The design segment consists of two operating segments (IPS and Kablooe, which have been aggregated into one reportable segment) that provide a full spectrum of hardware and software product design and engineering services to customers predominantly located in the U.S.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
Our chief operating decision maker (“CODM”) regularly reviews revenue and operating income for each segment to assess financial results and allocate resources. For our OEM distribution segment, we exclude general and administrative and general corporate expenses from its measure of profitability as these expenses are not allocated to the segments and therefore not included in the measure of profitability used by the CODM. For the design segment, general and administrative expenses directly attributable to that segment are included in its measure of profitability as these expenses are included in the measure of its profitability reviewed by the CODM. We do not include intercompany activity in our segment results to be consistent with the information that is presented to the CODM. Segment assets consist of accounts receivable and inventory, which are regularly reviewed by the CODM, as well as goodwill and intangible assets resulting from design segment acquisitions (see Note 16 to the consolidated financial statements).
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
Inventories consist primarily of finished goods and are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Based on management’s estimates, an allowance is made to reduce excess, obsolete, or otherwise unsellable inventories to net realizable value. The allowance is established through charges to cost of sales in the Company’s consolidated statements of operations. In determining the adequacy of the allowance, management’s estimates are based upon several factors, including analyses of inventory levels, historical loss trends, sales history and projections of future sales demand. The Company’s estimates of the allowance may change from time to time based on management’s assessments, and such changes could be material.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
We reported other income of $7,000 in Fiscal 2024 as compared to $19,000 in Fiscal 2023. The variance is due to fair value adjustments of $70,000 in Fiscal 2023 to reduce to the fair value of the earnout consideration related to the Kablooe acquisition, $18,000 of net duty drawback income received in Fiscal 2023 offset by an increase in interest income from interest bearing deposits and a decrease in interest expense resulting from a reduction in the amount of debt outstanding.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
The discussion that follows below provides further details about the results of operations for each continuing segment as compared to the prior year.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
Net revenues in the OEM distribution segment decreased from lower sales volume from our diabetic customers, slightly offset by an increase in revenues from other OEM customers. As consumer demand increases for diabetic testing products which require no carrying case, we expect diabetic product sales to continue to represent a smaller portion of our OEM distribution revenue. In March 2023, a contract with one of our major diabetic customers expired. Due to increased pricing pressures, we did not extend our contract with this customer. Revenue from this customer represented approximately 7.8% of our consolidated net revenues in Fiscal 2023. We expect the loss of this customer to cause a significant decline in OEM distribution segment revenues in future periods.
Read it in 10-K 2024-12-27 at sec.gov ↗
RemovedMD&A
The following tables set forth revenues by product line of our OEM distribution segment customers for the periods indicated:
Read it in 10-K 2024-12-27 at sec.gov ↗
RewordedMD&A
During Fiscal 2024, cash provided by operating activities of $407,000 $520,000 resulted from a net decrease in accounts receivable and contract assets of $1,244,000, a decrease in $1,224,000, cash provided by discontinued assets held for sale operations of $508,000, an increase in amounts due to Forward China (excluding the non-cash impact of the Conversion Agreements) of $1,180,000, and $1,672,000, non-cash charges for depreciation, amortization, share-based compensation, credit loss expense and goodwill impairment of $654,000, $653,000 and the net change in other operating assets and liabilities of $53,000, partially offset by the net loss of $1,951,000, a decrease in accrued expenses and other current liabilities $745,000, $739,000, a decrease in accounts payable $390,000 and the net change in other operating assets and liabilities of $93,000. $392,000.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
During Fiscal 2024, 2025, the Company recorded a goodwill impairment charge charges of $200,000 $1,167,000 related to the IPS reporting unit and $391,000 related to the Kablooe reporting unit, and intangible asset impairment charges of $271,000 related to the IPS reporting unit and $197,000 related to the Kablooe reporting unit, all of which is are included in the design segment.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Historically, our sources of liquidity have been adequate to satisfy working capital requirements arising in the ordinary course of business. business and we anticipate that our liquidity and financial resources will remain adequate to manage our operating and financial requirements until at least December 2026.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Improvements to Reportable Segment Disclosures,” which requires expanded segment reporting and disclosure and This ASU is effective for the Company for fiscal years beginning after December 15, 2023, 2026 and interim periods within fiscal years beginning after December 15, 2024. 31, 2027.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
The Company does did not manufacture any of its OEM products and sources sourced substantially all of these products from independent suppliers in China, through Forward Industries Asia-Pacific Corporation, a British Virgin Islands corporation (“Forward China”). China”), a related party owned by the Company’s former CEO (see Note 14).
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
This These impairment charge charges resulted from the quantitative goodwill recurring impairment testing performed at September 30, 2024 and was were driven by historical losses and a reduction in expected future performance of the Kablooe reporting unit. units.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Gross Our gross profit decreased increased slightly, and gross margin declined increased from 22.8% 25.9% in Fiscal 2023 2024 to 20.6% 28.5% in Fiscal 2024. 2025.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
In December 2023, the Financial Accounting Standards Board (“FASB”) FASB issued Accounting Standards Update (“ASU”) ASU 2023-09, "Income “Income Taxes - Improvements to Income Tax Disclosures", Disclosures”, requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Our The OEM distribution division sources segment sourced and sells sold carrying cases and other accessories for medical monitoring and diagnostic kits as well as a variety of other portable electronic and non-electronic devices to OEMs, OEMs or their contract manufacturers worldwide, that either package packaged our products as accessories “in box” together with their branded product offerings or sell sold them through their retail distribution channels.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Factors that could cause or contribute to such differences include, but are not limited to, to those discussed in this Annual Report on Form 10-K, report, and in particular, the risks discussed under the caption "Risk Factors" “Risk Factors” in Item 1A of this report and those discussed in other documents we file with the SEC.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Consolidated basic and diluted (loss)/earnings loss per share from continuing operations was ($1.77) $24.90 and $0.14 $1.97 for Fiscal 2024 2025 and Fiscal 2023, 2024, respectively.
Read it in 10-K 2025-12-11 at sec.gov ↗
RewordedMD&A
Our Prior to our recent financings, our primary source of liquidity is has been our operations.
Read it in 10-K 2025-12-11 at sec.gov ↗
