Forward Industries, Inc. has proposed acquiring Brera Holdings PLC in an all-stock transaction, offering a 30.7% premium to Brera's recent share price. The proposal, submitted on June 1, 2026, would exchange 1.54 newly-issued shares of Forward common stock for each share of Brera Holdings. This values Brera at $7.19 per share based on the volume-weighted average closing price over the ten trading days ended June 1, 2026.

Brera Holdings' board of directors rejected the proposal on June 6, 2026, stating it did not consider the offer to be in the best interest of the company. Forward Industries disagrees with this assessment and believes the transaction would create value for Brera shareholders. Forward cited its capital structure, scale as the largest Solana treasury, and access to capital as key advantages that would help realize value more effectively than Brera could on a standalone basis.

Regulatory Deadlines and Terms

Under Rule 2.6 of the Irish Takeover Rules, Forward must announce by 5:00pm (New York Time) on July 21, 2026, whether it intends to make a firm offer. The deadline can only be extended with the consent of the Irish Takeover Panel. Forward reserves the right to vary the form or mix of the offer consideration and amend the terms, including making a less favourable offer, under specific conditions such as a change in dividend policy or a competing third-party offer.

Financial Metrics

Share Capital Details

As of June 1, 2026, Forward Industries had 73,753,241 shares of common stock outstanding, comprising 87,069,465 shares issued less 13,316,224 shares held in treasury. The company also had outstanding options to purchase 1,811,666 shares, restricted stock units and performance stock units for 2,107,732 shares, and warrants for 25,759,600 shares. The common shares are traded on NASDAQ under the symbol FWDI.