FORD Registered Direct Offering: 263,243 Shares at $8.50

Rhea-AI Filing Summary

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.

Positive

• Raised approximately $2,230,000 in aggregate gross proceeds through the Offering as stated in the filing
• Offered under an effective shelf registration, providing a registered mechanism for the sale
• No underwriter or placement agent participated, which may reduce transaction fees

Negative

• Issuance of 263,243 shares will increase the company’s outstanding share count (dilution implied by share issuance)
• Prospectus supplement to the offering had not yet been filed at the time of this report (to be filed by August 12, 2025, per the filing)

Insights

Financial Analyst

TL;DR: Modest registered direct equity raise that provides near-term liquidity but increases outstanding shares.

The transaction sells 263,243 shares at $8.50 per share for approximately $2.23 million of gross proceeds. As a registered direct offering executed under an effective shelf registration with no underwriter, the company minimizes transaction fees but will increase share count. The size of the raise suggests working capital or general corporate purposes rather than a transformative financing; materiality depends on the company's balance sheet and cash needs, which are not disclosed in this document.

Corporate Governance Expert

TL;DR: The company used a standard subscription agreement and shelf capacity to raise equity directly from investors.

The filing documents entry into Subscription Agreements with six investors and attaches the form of Subscription Agreement as Exhibit 10.1. The use of a registered direct offering under an effective shelf registration is a routine capital-markets mechanism. Governance considerations include disclosure quality and timely filing of the prospectus supplement; the agreement is subject to customary closing conditions.

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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): August 11, 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 1.01 Entry into a Material Definitive Agreement.

On August 11, 2025, Forward Industries, Inc. (the “Company”) entered into Subscription Agreements (the “Subscription Agreements”) with six investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 263,243 shares of our common stock at a price of $8.50 per share. The aggregate gross proceeds from the Offering are expected to be approximately $2,230,000. We expect to close the Offering on or about August 11, 2025, subject to the satisfaction of customary closing conditions contained in the Subscription Agreements. No underwriter or placement agent participated in the Offering.

The shares of common stock were offered pursuant to a shelf registration statement (File No. 333-287907) which was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 20, 2025. A prospectus supplement relating to the Offering will be filed by August 12, 2025 with the SEC. When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained at the SEC’s website at www.sec.gov.

The foregoing description of the form of Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Form of Subscription Agreement – August 2025 – Registered Direct
104		Cover page interactive data file (embedded within the iXBRL 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: August 11, 2025	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

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FAQ

What did Forward Industries (FORD) announce in this 8-K filing?

The company entered into Subscription Agreements to sell an aggregate of 263,243 shares of common stock at $8.50 per share in a registered direct offering.

How much gross proceeds will FORD raise from the offering?

The filing states expected aggregate gross proceeds of approximately $2,230,000 from the Offering.

Was there an underwriter or placement agent for FORD's offering?

No. The filing explicitly states that no underwriter or placement agent participated in the Offering.

Under what registration was the offering made?

The shares were offered pursuant to a shelf registration statement June 20, 2025, according to the filing.

Has the prospectus supplement for the offering been filed?

The filing states a prospectus supplement will be filed by August 12, 2025 and when filed it will be available on the SEC website.