| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/03/2026 | 3. Issuer Name and Ticker or Trading Symbol
Forward Industries, Inc. [ FWDI ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/13/2026 | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 7,947,843 | D(1)(2)(8) | |
| Common Stock | 100 | I | See Footnotes(3)(8) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant | (4)(5) | (6) | Common Stock | 4,458,796 | $0.01 | D(2)(7)(8) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||||||
| Explanation of Responses: |
| 1. Represents 7,947,843 shares of Common Stock held directly by J Digital 6 Cayman Ltd. ("JD6 Cayman"). |
| 2. JD6 Cayman is owned by J Digital 6 LLC ("JD6 Delaware"). DYSO TC, LLC ("DYSO") and PXG, LLC ("PXG") each own 50% of JD6 Delaware. PXG and DYSO are ultimately controlled by Paul Gurinas and William DiSomma, respectively. As a result, JD6 Delaware, PXG, DYSO, Mr. Gurinas, and Mr. DiSomma may be deemed to beneficially own the shares held by JD6 Cayman. The address for JD6 Cayman is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. The address for the Reporting Persons (other than JD6 Cayman) is 600 West Chicago Ave., Suite 600, Chicago, IL 60654. |
| 3. Represents 100 shares of Common Stock that Mr. Gurinas and Mr. DiSomma may be deemed to beneficial own. These shares are held directly by Jump Trading, LLC ("Jump Trading"). Jump Trading Holdings, LLC ("Jump Trading Holdings"), wholly-owns Jump Trading; Jump Financial, LLC ("Jump Financial"), beneficially owns Jump Trading Holdings; and Mr. DiSomma and Mr. Gurinas beneficially own Jump Financial. |
| 4. The Warrant was issued on September 10, 2025. The Warrant will become exercisable, if at all, as follows: (A) one-third (1/3) of the Warrant will be exercisable on and after the first date on which the closing trading price of the Common Stock on its principal stock exchange is equal to or greater than $27.75 (as adjusted for stock splits, combinations and other similar transactions) for 20 out of 30 trading days; [continued in Footnote 5] |
| 5. (B) one-third (1/3) of the Warrant will become exercisable on and after the first date on which the closing trading price of the Common Stock on its principal stock exchange is equal to or greater than $37.00 (as adjusted for stock splits, combinations and other similar transactions) for 20 out of 30 trading days; and (C) one-third (1/3) of the Warrant will become exercisable on and after the first date on which the closing trading price of the Common Stock on its principal stock exchange is equal to or greater than $46.25 (as adjusted for stock splits, combinations and other similar transactions) for 20 out of 30 trading days. |
| 6. The Warrant has no expiration date. |
| 7. The Warrant is held directly by JD6 Cayman exercisable for 4,458,796 shares of Common Stock subject to the conditions to exercise described above. JD6 Cayman may not exercise any portion of the Warrant if, after giving effect to such exercise, JD6 Cayman, together with any other persons whose beneficial ownership would be aggregated with JD6 Cayman for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would beneficially own more than 9.99% of the outstanding shares of Common Stock. |
| 8. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer. Saurabh Sharma was elected as a director of the Issuer at the Issuer's annual shareholders' meeting on March 3, 2026. Mr. Sharma is the Chief Investment Officer of Jump Crypto, the crypto division of Jump Trading Group. Jump Trading Group refers to a number of affiliated entities (including JD6 Cayman, JD6 Delaware, Jump Trading, Jump Financial, and Jump Trading Holdings) that focus on proprietary trading and investment activities across global financial markets. Mr. DiSomma and Mr. Gurinas are the co-founders and ultimate beneficial owners of Jump Trading Group. |
| Remarks: |
| Exhibit 99.1: Joint Filer Information. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the extent of such person's pecuniary interest therein. This amendment is being made solely for the purpose of including the EDGAR codes for DYSO, PXG, Mr. DiSomma and Mr. Gurinas, joint filers identified on the original Form 3 filed by JD6 Cayman and JD6 Delaware on 3/13/2026 (the "Original Form"). Applications for EDGAR codes were sought timely by DYSO, PXG, Mr. DiSomma and Mr. Gurinas but the issuance of those codes was delayed. Other than including the EDGAR codes for DYSO, PXG, Mr. DiSomma and Mr. Gurinas and updating the signature dates below, this form contains no changes to the Original Form. |
| J Digital 6 Cayman Ltd., /s/ Samarth Haribhakti, Director | 03/26/2026 | |
| J Digital 6 LLC, /s/ Matthew Hinerfeld, Authorized Signatory | 03/26/2026 | |
| DYSO TC, LLC, /s/ William DiSomma, Manager | 03/26/2026 | |
| PXG, LLC, /s/ Paul Gurinas, Manager | 03/26/2026 | |
| William DiSomma, /s/ William DiSomma | 03/26/2026 | |
| Paul Gurinas, /s/ Paul Gurinas | 03/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||