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Forward Industries, Inc. is asking shareholders to approve three proposals at a special meeting: an increase in authorized common stock from 40,000,000 to 300,000,000 shares; shareholder approval under Nasdaq Listing Rule 5635 to permit issuance of common shares on conversion of its Series A-1 Preferred Stock without applying the Series A-1 conversion caps; and authority to adjourn the meeting if more votes are needed. The proxy includes voting instructions (internet, phone, mail, or during the virtual meeting) and notes an initial conversion price of $7.50 per share for Series A-1, subject to adjustment. The document also lists beneficial ownership notes for officers, directors and related parties and discloses voting card/ballot options for each proposal.

Forward Industries, Inc. reported a nine-month net loss of $3.01 million for the period ended June 30, 2025, compared with a $1.31 million loss in the prior year period, driven by a large decline in design-segment revenue after its largest design customer discontinued a program that represented over 30% of consolidated 2024 revenue. Consolidated revenues for the nine months fell to $10.24 million from $15.25 million, and gross profit for continuing operations dropped to $333,301 from $4.08 million year-over-year.

At June 30, 2025 the company held total assets of $8.29 million and cash of $1.26 million, with shareholders' equity of $3.35 million. The company recorded a $225,000 goodwill impairment in December 2024 and recognized a $1.406 million gain on sale of its OEM segment, reported as discontinued operations. Management disclosed substantial doubt about the company鈥檚 ability to continue as a going concern and has raised capital via a $1.0 million Series B issuance and subsequent equity line and registered direct financings in July鈥揂ugust 2025.

Forward Industries announced several corporate actions affecting its capital structure, leadership at a subsidiary and executive compensation. The company converted 610 shares of Series A-1 Preferred Stock with a stated value of $610,000 into 81,333 shares of common stock at a conversion price of $7.50 per share, leaving 4,315 Series A-1 shares outstanding, all held by Forward Industries (Asia-Pacific) Corporation.

The company named Fred Sklenar as Chief Executive Officer and President of its wholly owned subsidiary Kablooe Inc., effective August 18, 2025, with an annual base salary of $175,000 and eligibility for a $50,000 performance bonus contingent on continued employment and performance milestones. Mr. Tom Kramer resigned from his Kablooe roles effective the same date. The Compensation Committee also approved an amendment increasing potential severance for CFO Kathleen Weisberg from six to eight months of base salary; the amendment is attached as Exhibit 10.1.

At the 2025 annual meeting there were 1,125,998 shares outstanding on the record date and 738,912 votes cast. All three director nominees were elected. Shareholders ratified the independent auditor and approved several Nasdaq-related equity issuance proposals and an increase of 300,000 shares to the 2021 Equity Incentive Plan, but did not approve the proposed change of state of incorporation to Nevada.

Forward Industries, Inc. completed a registered direct offering on August 11, 2025, selling 263,243 shares of common stock to six investors. The company filed the legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. as Exhibit 5.1, which the report states relates to the validity of the shares issued under the companys Form S-3 registration statement and prospectus materials.

Subsequent to the closing, the company reported 1,664,949 shares of common stock outstanding. The current report is limited to the offering closing, the legal opinion exhibit and the post-offering share count; the filing does not disclose offering price or gross proceeds.

Forward Industries, Inc. is conducting a registered direct offering of 263,243 shares of Common Stock at $8.50 per share, expected to raise approximately $2.23 million before expenses. The company is selling the shares directly to investors under subscription agreements without an underwriter or placement agent and expects to deliver the shares on or about August 11, 2025. Estimated offering expenses payable by the company are approximately $25,000. The net proceeds are intended for working capital, the redemption of outstanding Series A-1 Preferred Stock, and general corporate purposes.

The prospectus supplement confirms the company鈥檚 Common Stock trades on The Nasdaq Capital Market under the symbol FORD and cites recent reported sale prices of $14.22 on August 8, 2025 and $13.64 on August 7, 2025. Outstanding common shares before the offering were 1,320,373, increasing to 1,583,616 if the offering closes as described. The document highlights material risks: investing involves a high degree of risk, the company鈥檚 auditor included an explanatory going-concern paragraph, and management has broad discretion in use of proceeds.

Forward Industries, Inc. agreed to sell 263,243 shares of its common stock in a registered direct offering at a price of $8.50 per share, generating aggregate gross proceeds expected to be approximately $2,230,000. The company will issue the shares under an effective shelf registration and expects to close the offering subject to customary closing conditions. No underwriter or placement agent participated in the transaction.

This filing discloses the material terms of the Subscription Agreements and references a form of Subscription Agreement filed as an exhibit; a prospectus supplement related to the offering will be filed with the SEC.

Forward Industries (ticker: FORD) has called a virtual Special Meeting for 4 September 2025. Shareholders of record on 13 August 2025 will vote on three key items:

• Proposal 1 鈥� Authorized Share Increase: amend the Certificate of Incorporation to lift authorized common shares to 300 million from 40 million (total authorized stock to 304 million). Management cites the need for capital-raising flexibility and other corporate uses.
• Proposal 2 鈥� Nasdaq 20% Issuance (Series A-1): allow conversion of 4,925 outstanding Series A-1 preferred shares above the 19.99 % 鈥淐onversion Caps.鈥� At the fixed $7.50 conversion price, up to about 656,667 new common shares could be issued, raising the stake of holder Forward Industries (Asia-Pacific) Corp.鈥攃ontrolled by former CEO Terence Wise鈥攂eyond 20 %.
• Proposal 3 鈥� Adjournment: authority to adjourn the meeting to obtain additional proxies if necessary.

Board recommendation: vote 鈥淔OR鈥� all proposals.

Investor considerations: Passage would dramatically expand the share pool and remove conversion limits, giving the company financing agility but exposing current holders to material dilution and potential insider control concentration. Rejection could constrain equity financing and leave preferred conversion restricted.

Schedule 13G highlights: C/M Capital Master Fund, LP, its investment manager C/M Capital Partners, LP, and principals Thomas Walsh and Jonathan Juchno disclosed a 114,975-share position in Forward Industries (FORD) as of 24 Jul 2025.

The holding equals 9.3 % of the 1,242,473 shares outstanding (figure includes 116,475 shares issued to the fund on 24 Jul 2025). All reporting persons share voting and dispositive power; none have sole authority.

Filers certified the stake is passive鈥攏ot intended to influence control鈥� and no additional agreements or transactions were revealed.