Forward Industries must address its mandate, corporate governance, capital allocation discipline, related-party structure, financing risk, and communication strategy to unlock its full potential

RALEIGH, N.C., July 1, 2026 /PRNewswire/ — Edge One Capital has built a significant stake in Forward Industries. In the letter below to the Board of Directors and Management Team, Varun Gupta outlined Edge One Capital’s belief that Forward must strengthen corporate governance, sharpen management’s strategic focus, and take decisive steps to unlock the company’s full potential.

We invested in Forward because we believe Solana has significant long-term financial upside and because Forward has the potential to become the leading public-market vehicle for investors seeking exposure to that upside.

We support the ambition of building the world’s leading Solana treasury company. We also recognize that Forward has taken meaningful steps, including building a large SOL treasury, launching fwdSOL, staking a meaningful portion of its SOL, repurchasing shares, and beginning to publish treasury metrics on its website.

But the Company’s performance has been deeply disappointing.

Forward’s share price decline and persistent discount to net asset value suggest that investors are not simply reacting to Solana volatility. The market appears to be asking broader questions about Forward’s mandate, governance, capital allocation discipline, related-party structure, financing risk, and communication strategy.

These issues are fixable, but they require the Board and Management to act with urgency, transparency, and independence.

Does Forward Have One Clear North Star?

Forward should clearly state whether its primary objective is to increase SOL per share over time.

If SOL per share is the Company’s North Star, then every major decision should be evaluated against that standard. Equity issuance, ATM usage, debt issuance, staking, fwdSOL, DeFi activity, derivatives, share repurchases, acquisitions, and non-SOL investments should all answer the same question: does this increase long-term SOL per share after accounting for dilution, leverage, liquidity risk, counterparty risk, tax consequences, and governance risk?

Forward’s current public messaging appears to mix several different concepts: a Solana treasury company, a Solana ecosystem holding company, a DeFi yield platform, a public-company consolidator, and the “Berkshire Hathaway of Solana.” These may all be related, but they are not the same mandate.

Which one is the primary strategy? Which one governs capital allocation? Which one determines management compensation? Which one should investors use to judge success or failure?

This question matters because Forward has already taken or considered actions that go beyond simply holding SOL. The Company has pursued non-SOL investments, including OnRe and ONyc. These initiatives may ultimately prove valuable, but they also add complexity, valuation uncertainty, liquidity risk, and potential confusion around mandates. Protocol risk should be treated as a core enterprise risk, with robust oversight to ensure that changes in underlying protocols do not create unforeseen operational, financial, or governance challenges.

Why are these uses of capital superior to buying more SOL, repurchasing Forward shares at a discount to NAV, or preserving liquidity? If Forward’s own stock trades at a discount to NAV, why should the Company issue undervalued equity for acquisitions or non-SOL investments unless the Board can clearly demonstrate that those actions are accretive to long-term SOL per share?

Forward should publish a clear capital allocation framework. That framework should explain when the Company will buy SOL, repurchase shares, issue equity, use the ATM program, borrow, pledge assets, enter into derivatives, pursue acquisitions, or make non-SOL investments.

The default use of capital should be simple: buy SOL when attractive, repurchase shares when the stock trades below NAV, and maintain enough liquidity to avoid forced sales. Any deviation from that default should require a clear shareholder-facing explanation.

The ecosystem strategy is useful only if it increases per-share value. At present, it is unclear whether or not the non-Sol investments explicitly add per-share value. Although investment in the Solana ecosystem is positive, it is unclear whether it will deliver the highest returns on capital and increase SOL per share.

Can Shareholders Clearly Understand the Treasury Dashboard?

Forward has started publishing treasury metrics, which is a positive development. But for a company whose asset base is volatile, liquid, and central to the investment thesis, the dashboard needs to become more complete, more transparent, and easier to reconcile.

Shareholders should not have to guess what is included in NAV or mNAV. They should not have to infer whether pledged fwdSOL is included at full value, what fully diluted share count is being used, how derivative exposure is treated, how non-SOL investments are marked, or how debt and collateral arrangements affect the company’s financial stability.

The company should publish a formal treasury methodology that explains exactly how NAV, mNAV, fully diluted shares, SOL per share, pledged assets, fwdSOL, native SOL, staked SOL, unstaked SOL, cash, stablecoins, debt, derivatives, non-SOL investments, and other treasury items are calculated.

This is not a minor investor-relations matter. For a digital asset treasury company, the treasury dashboard is the product. If Forward wants to trade at a premium valuation, shareholders need to understand the Company’s balance sheet, treasury composition, leverage, collateral exposure, and per-share value creation with confidence.

Is Forward’s Governance Independent Enough to Protect Unaffiliated Shareholders?

Forward’s relationship with strategic participants requires a higher standard of governance, disclosure, and independent review.

The Company has disclosed multiple arrangements, including operational and financial support, asset management services, staking-related arrangements, digital asset borrowing secured by fwdSOL, written SOL option activity, and fees connected to share repurchase activity.

We are not alleging that any of these arrangements were improper. But shareholders deserve clear answers to basic governance questions.

Who negotiated these arrangements on behalf of unaffiliated common shareholders? Were alternative providers considered? Were the economics benchmarked against market terms? Which directors reviewed and approved the arrangements? Were any directors recused? Do related parties have any formal or informal influence over treasury strategy, capital allocation, borrowing, staking, derivatives, M&A, or investor messaging?

The Company’s proxy may state that certain directors are independent under Nasdaq rules. We are not disputing the Board’s legal determination. The more important question is whether the Board is truly independent enough in substance to govern Forward’s current structure.

Can management be effectively governed under the current corporate structure? Does the Board have enough independent directors who can evaluate Galaxy, Jump, and Multicoin-related arrangements, other strategic relationships, management proposals, financing structures, derivatives, staking, collateral policy, M&A, and non-SOL investments without any economic or strategic conflicts of interest?

Are unaffiliated common shareholders represented by directors who can say no when a transaction may benefit the ecosystem, a counterparty, a sponsor, or management, but not necessarily Forward shareholders?

Forward needs directors who can independently evaluate risk, protect the balance sheet, oversee management, and ensure that all capital allocation decisions are made for the benefit of unaffiliated common shareholders.

What Are Forward’s Capital Structure Guardrails?

One of the core reasons to own a digital asset treasury company rather than buying SOL directly with margin leverage is that a public company should be able to access more durable (noncallable and non-margin) financing, better collateral management, and stronger institutional risk controls.

The key question is whether the current debt structure could become destabilizing during a severe SOL drawdown. Forward should not recreate the same margin-call and forced-liquidation risks that individual investors face. One of the purposes of a digital asset treasury is to maintain a non-callable debt position to withstand crypto volatility.

The Board should publish a debt and liquidity policy that explains the maximum loan-to-value ratio the Company will tolerate. How much SOL or fwdSOL may be pledged? What happens if SOL falls materially? How many counterparties does the Company rely on? What percentage of debt can mature or become callable within 30 days?

The Board should also clarify the Company’s ATM policy.

Forward’s ATM program may be valuable when the stock trades at a premium and capital can be deployed accretively. But when the stock trades below NAV, the ATM becomes a potential overhang.

Will Forward commit that it will not issue equity through the ATM at a material discount to NAV unless the proceeds are needed to prevent a severe liquidity event or unless the Board provides a specific explanation of why the issuance is accretive to long-term SOL per share?

The market needs to know whether the ATM is a tool for accretive growth or a source of uncertainty and dilution. The Board should make clear that Forward will prioritize durable financing, prudent collateral management, and per-share value creation over cheap but fragile financing or growth for growth’s sake.

Finally, acquisitions of other DATs should be made only with stock when Forward believes its stock is massively overvalued. If this is not the case, then debt should be used to fund the transaction when appropriate. Acquisitions should be considered only if they produce higher SOL per-share growth than buybacks or any other alternative use of capital.

Are Management Incentives Aligned With Per-Share Value Creation?

Forward’s management incentives should be directly aligned with the Company’s stated objective.

If SOL per share is the North Star, then compensation should reflect SOL-per-share growth, NAV-per-share growth, risk-adjusted treasury performance, balance-sheet durability, and discount-to-NAV reduction.

The Company has granted restricted stock units and performance stock units to members of management. What performance metrics drive those awards? How do those metrics align with long-term common shareholders? Are the metrics based on per-share value creation, or do they reward growth in gross assets, transaction activity, complexity, or stock price movement that is disconnected from NAV?

Management should not be rewarded merely for growing the asset base, issuing more stock, increasing complexity, or pursuing transactions. The incentive system should reward disciplined per-share value creation and prudent risk management.

The Board should clearly disclose how compensation is tied to the outcomes that matter most to shareholders.

Does Forward Have the Investor Communication Function It Needs?

Forward’s investor communication needs to become stronger, more consistent, and more direct. The Company is trying to create a new public-market category. That requires investor education. Shareholders should not have to piece together the Company’s strategy from SEC filings, press releases, social media posts, third-party interviews, and an outsourced IR inbox.

Forward should build an in-house investor relations function that understands both public capital markets and the Solana ecosystem. This should not be treated as a cost center to be managed for financial efficiency, but rather for the effectiveness of its function. Clear communication can lower the cost of capital, improve liquidity, reduce the NAV discount, and directly support SOL-per-share growth.

What We Are Asking the Board to Do

We are not asking Forward to abandon its Solana strategy. We are asking Forward to make that strategy investable for institutional public-market shareholders.

Within 30 days, the Board should announce a shareholder value plan that does three specific things.

First, Forward should formally adopt SOL per share as its primary long-term performance metric and publish a treasury methodology that explains how NAV, mNAV, fully diluted shares, pledged assets, debt, derivatives, non-SOL investments, and SOL per share are calculated.

Second, the Board should publish a governance and independence review that answers the key questions shareholders are asking: Is the Board independent in substance, not just under exchange rules? Can management be effectively governed under the current corporate structure? Which directors oversee conflicts, treasury risk, borrowing, staking, derivatives, M&A, and capital allocation? What procedures are in place to ensure that decisions are made for unaffiliated common shareholders?

Third, the Board and Management should adopt a written capital allocation, debt, and liquidity policy. That policy should establish when Forward will repurchase shares, issue equity, use the ATM program, borrow, buy SOL, pursue acquisitions, make non-SOL investments, pledge assets, or enter into derivatives. It should include a presumption against issuing equity below NAV and a presumption in favor of repurchases when Forward trades at a material discount to NAV and has sufficient liquidity. Finally, Forward must avoid callable/ margin debt that can wipe away holdings during a severe downturn.

Forward has a rare opportunity. Solana may have significant technological and financial upside, and Forward could become the most important public-market vehicle for investors seeking exposure to that upside.

But Forward will not earn a premium valuation simply by holding SOL or invoking the “Berkshire Hathaway of Solana” narrative. It must earn that valuation through discipline, transparency, governance, risk management, and per-share value creation.

The Company’s performance has been unacceptable, but the problems are fixable. The Board and Management must address them directly. We have raised some of these issues in our past management meetings; however, no substantive action has been taken thus far.

We believe Forward can succeed, but the Board and Management must act now to restore credibility, reduce the discount, and make clear that all decisions are being made for the benefit of unaffiliated common shareholders.

We would welcome the opportunity to engage constructively with the Board and management and discuss these recommendations.

About Edge One Capital:

Edge One Capital is an investment firm based in Raleigh, North Carolina, with an emphasis on deep long-term value for all of its investments. For more information, please contact info@edgeonecapital.com or visit www.edgeonecapital.com

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SOURCE Edge One Capital