Forward Industries, Inc. (NASDAQ:FWDI) ("Forward" or "We") is announcing today that it made an indicative, non-binding proposal to Brera Holdings PLC ("SLMT") on June 1, 2026 to acquire the entire issued and to be issued share capital of SLMT in an all-stock transaction. Under the proposal, SLMT shareholders would receive 1.54 newly-issued shares of Forward Industries, Inc. common stock for each SLMT share, representing a premium of approximately 30.7% to the volume-weighted average closing price of SLMT's ordinary shares over the ten trading days ended June 1, 2026, or $7.19 per share. The board of directors of SLMT chose to not engage in discussion with Forward and rejected the proposal on June 6, 2026 on the basis that "it does not consider the Proposal to be in the best interest of the Company". Forward Industries respectfully disagrees and believes that the proposal is in the best interest of SLMT and – equally as importantly – the shareholders of SLMT, and is disappointed that SLMT has chosen to not engage in dialogue with the Forward team.

Forward believes it is a strong partner and hopes that SLMT is open to further discussion to create an outcome that would create value for SLMT and its shareholders. We believe Forward's capital structure, its scale as the largest Solana treasury, and its access to capital position it to realise and sustain the value embedded in SLMT more effectively than SLMT could on a standalone basis. Forward's proposal is structured to deliver SLMT shareholders a meaningful premium to both its current share price and recent trading levels, alongside continued, and Forward believes more liquid, exposure to Solana through Forward shares, backed by a leadership team with a demonstrated track record of execution and the support of leading operators in the digital asset industry, including Galaxy Digital and Jump Crypto.

Forward believes this combination advances the original promise made to SLMT shareholders, which is a mission that SLMT and Forward share: creating durable value for the shareholders, increasing SOL per share and accelerating the growth of the Solana ecosystem.

Forward Industries, Inc. (NASDAQ:FWDI) is a Solana treasury company. Forward was built to advance Solana and to create value for its shareholders by offering a differentiated public-markets vehicle for exposure to SOL and the growth of the Solana ecosystem. Since launching its treasury strategy in September 2025, Forward has assembled the largest Solana treasury in the world, staked the majority of its SOL to its high-performance validator infrastructure, launched fwdSOL as a liquid staking token, and begun deploying capital directly into Solana protocols as an investor and liquidity provider.

In accordance with Rule 2.6 of the Irish Takeover Rules, Forward is required, no later than 5:00pm (New York Time) on July 21st, 2026, to either (i) announce a firm intention to make an offer for SLMT in accordance with Rule 2.7 of the Irish Takeover Rules; or (ii) announce that it does not intend to make an offer for SLMT, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline will only be extended with the consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules, Forward reserves the right, subject to the consent of the Irish Takeover Panel, to vary the form and / or mix of the offer consideration and vary the transaction structure. Forward also reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower exchange ratio):

  1. with the recommendation or consent of the board of directors of SLMT;
  2. if SLMT announces, declares or pays any dividend or any other distribution or return of value to its shareholders after the date of this announcement, in which case Forward reserves the right to make an equivalent adjustment to any offer;
  3. following the announcement by SLMT of a Rule 9 whitewash transaction pursuant to the Irish Takeover Rules on less favourable terms or at a lower price than that implied by the proposal; or
  4. if a third party announces a firm intention to make an offer for SLMT on less favourable terms or at a lower price than that implied by the proposal.

     

This announcement is made without the prior agreement of SLMT.