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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 27, 2025
FORGE
INNOVATION DEVELOPMENT CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-218248 |
|
81-4635390 |
(State or other jurisdiction of
incorporation or organization) |
|
Commission
File No. |
|
IRS Employer
Identification No. |
6280
Mission Blvd., Suite 205
Jurupa
Valley, CA 92509
(Address
of principal executive offices)
(626) 986-4566
(Registrant’s
telephone number)
N/A
(Former
name or former address, if changed since last report)
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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
Applicable |
|
Not
Applicable |
|
Not
Applicable |
Explanatory
Note (Late Filing Notice)
The
Company acknowledges that this Current Report on Form 8-K is being filed after the four-business-day period required by applicable SEC
rules due to internal administrative delay. The Company is voluntarily providing this disclosure to ensure complete and transparent reporting
of the material event that occurred on July 27, 2025.
Item
1.02 — Termination of a Material Definitive Agreement
To
the extent the release and return described under Item 2.01 below constitutes a termination, unwinding or release of material
obligations under the Asset Purchase Agreement executed on March 24, 2023 between Forge and Legend LLC (and related documentation), the
Company is providing this disclosure under Item 1.02. In connection with the completion of the disposition, Legend LLC returned to the
Company 1,967,143 shares of Forge common stock originally issued at the closing of the 2023 transaction.
Item
2.01 — Completion of Disposition of Assets
On
July 27, 2025, Forge Innovation Development Corp. (the “Company” or “Forge”) completed an internal restructuring
transaction involving its partnership interest in Legend International Investment LP (“Legend LP”). Pursuant to a mutual
agreement between Forge and Legend Investment Management LLC (“Legend LLC”), the prior seller of the interest, Forge voluntarily
released, transferred and returned its fifty-one percent (51%) partnership interest in Legend LP to Legend LLC. The transaction
was effected without any cash consideration and represents a non-cash internal return of equity interests previously acquired
under the Asset Purchase Agreement dated March 24, 2023.
In
connection with the release, Legend LLC concurrently returned to the Company an aggregate of 1,967,143 shares of Forge common stock that
had been originally issued to Legend LLC as consideration for the 2023 acquisition. As a result of the foregoing, Legend LP ceased
to be a subsidiary or consolidated entity of the Company, and Forge no longer holds any ownership, management, voting, or financial
rights in or to Legend LP. The decision was duly authorized and approved by the Company’s Board of Directors at a special meeting
held on July 27, 2025.
The
foregoing description of the internal restructuring and equity return is qualified in its entirety by reference to the Statement Regarding
the Release and Return of Partnership Interest in Legend International Investment LP, dated July 27, 2025, filed as Exhibit 99.1
to this Current Report on Form 8-K and incorporated herein by reference.
Item
8.01 — Other Events
As
noted in the attached Statement (Exhibit 99.1), the Company acknowledges that the divestiture constitutes a material subsequent event
under U.S. GAAP (ASC 855) and SEC Regulation S-K and will be formally disclosed and discussed in the Company’s Quarterly Report
on Form 10-Q for the fiscal quarter ending September 30, 2025, including the financial and accounting impact of the transaction.
Item
9.01 — Financial Statements and Exhibits
(b)
Pro Forma Financial Information. The Company intends to file the pro forma financial information required by Article 11 of Regulation
S-X by amendment to this Current Report on Form 8-K within 71 calendar days after the date of this filing.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Statement Regarding the Release and Return of Partnership Interest in Legend International Investment LP, dated July 27, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied
by such statements, including, without limitation, the Company’s ability to complete any required filings, the financial impact
of the disposition, operating results and liquidity, and other factors described in the Company’s SEC filings. The Company undertakes
no obligation to update any forward-looking statements, except as required by law.
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.
FORGE
INNOVATION DEVELOPMENT CORP.
| By: |
/s/
Patrick Liang |
|
| Name:
|
Patrick
Liang |
|
| Title: |
President and Chief Executive Officer |
|
Date:
October 20, 2025
