Forward Industries cuts quorum threshold in new bylaw change

Rhea-AI Filing Summary

Forward Industries, Inc. (NASDAQ: FORD) filed a Form 8-K dated June 16, 2025 announcing a governance change to its Third Amended and Restated Bylaws. The Board approved Amendment No. 1, revising Article II, Section 205 to reduce the shareholder meeting quorum requirement from a majority of outstanding shares to 33.3% of shares entitled to vote, present in person or by proxy. No other material items, financial data or transactions were disclosed. The amendment is provided as Exhibit 3.1; the filing also includes the Inline XBRL cover page (Exhibit 104). Signed by CFO Kathleen Weisberg on June 18, 2025.

Positive

• Reduced administrative burden: A 33.3% quorum lowers the risk of costly meeting adjournments and may expedite corporate decision-making.

Negative

• Diluted shareholder voice: Important resolutions can now pass with support from a smaller percentage of total shares, potentially weakening minority shareholder protections.

Insights

Corporate Governance Expert

TL;DR: Quorum cut to 33.3%; governance easier, minority representation risk rises.

The bylaw change materially lowers participation needed to conduct shareholder meetings, facilitating routine business and reducing adjournment costs. However, a one-third quorum means a relatively small ownership block can approve proposals, potentially diluting broader shareholder influence and increasing the chance of governance actions passing with limited backing. Investors should monitor future proposals and voting outcomes to assess whether control concentrates among a smaller group.

Financial Analyst

TL;DR: Operationally helpful, financially neutral; monitor governance dynamics.

The amendment has no direct impact on earnings, cash flow, or capital structure. It could modestly lower meeting-related expenses and speed decision-making, but those savings are likely immaterial for a micro-cap issuer like FORD. The key consideration is governance: easier quorum attainment may accelerate strategic or capital actions with limited shareholder turnout. While financially neutral today, the change could influence future corporate events.

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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): June 16, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 16, 2025, the Board of Directors of Forward Industries, Inc. (the “Company”) approved an amendment to the Company’s Third Amended and Restated Bylaws (the “Bylaws”) and adopted an amendment to the quorum requirement contained in Article II, Section 205 of the Bylaws (the “Amendment”) to provide that the holders of thirty-three and one third percent (33.3%) of the outstanding shares of stock of the Company entitled to vote at a shareholders meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Prior to the Amendment, the Bylaws provided that a quorum at a meeting of shareholders consisted of the holders of a majority of the shares entitled to vote then issued and outstanding, present in person or represented by proxy.

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 3.1 to this Form 8-K and is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Amendment No. 1 to the Third Amended and Restated Bylaws of Forward Industries, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: June 18, 2025	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

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FAQ

What did Forward Industries (FORD) change in its bylaws?

The Board lowered the shareholder quorum requirement to 33.3% of outstanding voting shares.

When was the bylaw amendment approved?

The Board approved the change on June 16, 2025.

What was the previous quorum threshold for FORD shareholder meetings?

Prior to the amendment, a majority (>50%) of outstanding shares constituted a quorum.

Does the Form 8-K include financial results or earnings data?

No. The filing is limited to the governance amendment and contains no financial performance information.

Where can investors review the exact text of the amendment?

The full wording is filed as Exhibit 3.1 to the Form 8-K.