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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 24,
2025
Forward
Industries, Inc.
(Exact name of registrant as specified in its charter)
| New York |
|
001-34780 |
|
13-1950672 |
| (State or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
700 Veterans Memorial
Hwy. Suite 100
Hauppauge, New York
11788
(Address of Principal Executive Office) (Zip Code)
(631)
547-3055
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
FORD |
The NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
From July 16, 2025 through July 24, 2025, the
Company sold a total of 156,475 shares of common stock for total gross proceeds of $1,394,713 under that certain Securities Purchase Agreement
and related Registration Rights Agreement dated May 16, 2025 (collectively, the “Agreement”), which Agreement was previously
disclosed on the Company’s Current Report on Form 8-K filed on May 22, 2025. The shares were exempt from registration under Section
4(a)(2) of the Securities Act of 1933 having been sold to one accredited investor which had a pre-existing relationship with the Company
and acquired the shares for investment. The triggering event for this Form 8-K filing occurred on July 24, 2025, upon completion of a
sale in accordance with the Agreement.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FORWARD INDUSTRIES, INC. |
|
| |
|
|
|
| Date: July 25, 2025 |
By: |
/s/ Kathleen Weisberg |
|
| |
|
Name: Kathleen Weisberg |
|
| |
|
Title: Chief Financial Officer |
|
