FORD converts preferred to 81,333 common shares; shareholders approve equity actions

Rhea-AI Filing Summary

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.

Positive

• Conversion of preferred stock completed, with 81,333 common shares issued, simplifying that portion of the capital structure
• All board nominees elected, maintaining board continuity
• Shareholder approval of auditor ratification and Nasdaq-related equity issuance proposals, enabling previously negotiated financing arrangements
• Equity Incentive Plan increased by 300,000 shares, supporting employee and executive incentives

Negative

• Proposal to change state of incorporation to Nevada was not approved, so expected corporate domicile change will not occur
• Approvals related to equity issuance and conversions (permitted under purchase agreements) may lead to future dilution of common shareholders
• CFO severance increased from six to eight months, expanding potential post-termination cash obligations

Insights

Financial Analyst

TL;DR: Mixed capital and governance actions introduce new common shares and approve equity issuance authority, while a domicile change was rejected.

The conversion of 610 Series A-1 preferred shares into 81,333 common shares is a material equity issuance explicitly disclosed in the filing. This increases common share count and eliminates those preferred interests, with 4,315 Series A-1 remaining outstanding. Shareholder approvals cleared ratification of the auditor and granted authority related to equity issuances under Nasdaq rules, and the company increased its equity incentive pool by 300,000 shares. Those actions collectively permit additional share issuance under existing financing arrangements, which can be dilutive to existing shareholders depending on future use.

Operational leadership at subsidiary Kablooe was formalized with a named CEO and defined compensation, and CFO severance protections were increased to eight months' pay—both are explicit, contractual changes disclosed in the exhibit list.

Corporate Governance Expert

TL;DR: Governance outcomes are mixed: board nominees elected and equity authorizations approved, but the proposed state-of-incorporation change failed.

The annual meeting results show director elections were successful and several corporate governance actions passed, including shareholder approval for Nasdaq-related share issuances and an increase to the equity incentive plan by 300,000 shares. However, the proposal to change the company's state of incorporation to Nevada did not pass despite receiving a plurality of votes cast, indicating insufficient support under the required vote standard. The filing also documents an employment amendment for the CFO and a new executive appointment at a subsidiary with disclosed compensation terms; the filing states there are no related party transactions requiring disclosure in connection with the new subsidiary CEO appointment.

false 0000038264 0000038264 2025-08-08 2025-08-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 8, 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.

On August 8, 2025, Forward Industries (Asia-Pacific) Corporation (“FC”) converted 610 shares of Series A-1 Preferred Stock (“Series A-1”) (Stated Value of $610,000) in accordance with the terms of the Series A-1 and was issued 81,333 shares of common stock (based on a conversion price of $7.50 per share) of Forward Industries, Inc. (the “Company”).

The shares of common stock issued upon conversion were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as the transaction constituted an exchange of securities by the Company with an existing security holder and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

Following the conversion, the Company had 4,315 shares of Series A-1 outstanding all of which are held by FC.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 8, 2025, the Company appointed Fred Sklenar as the Chief Executive Officer and President of Kablooe Inc. (“Kablooe”), the Company’s wholly-owned subsidiary, effective August 18, 2025. Mr. Sklenar will receive an annual base salary of $175,000, payable in accordance with the Company’s standard payroll practices, and is eligible to receive a performance bonus of $50,000, subject to (i) his continued employment with the Company through August 18, 2026, and (ii) the achievement of certain performance milestones.

Mr. Tom KraMer, resigned from all of his positions with Kablooe, including his position as Chief Executive Officer and President, effective August 18, 2025.

Mr. Sklenar, 61, has been the Director of Project Plans of Kabloee, Inc. since January 2024. Prior to that,  Mr. Sklenar was the Chief Operating Officer of Abstrategy Design, a design firm he founded in 1991.

There are no arrangements or understandings between Mr. Sklenar and any other persons, pursuant to which he was selected as Chief Executive Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Sklenar, and there are no related party transactions involving Mr. Sklenar that would require disclosure under Item 404(a) of Regulation S-K.

On August 11, 2025, the Compensation Committee of the Board of Directors approved an increase in potential severance payable under the Employment Agreement dated July 1, 2023 with Ms. Kathleen Weisberg, the Company's Chief Financial Officer, from six months to eight months of her then-current base salary. The Company and Ms. Weisberg executed Amendment No. 1 to her Employment Agreement, dated August 11, 2025, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

2

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 8, 2025, the Company held its 2025 Annual Shareholders’ Meeting and the results of each of the proposals are listed below.

Proposal	For	Against	Withheld	Abstain	Broker Non-Votes
(1) To elect the following directors:
Sangita Shah	521,262	*	3,587	*	214,063
Sharon Hrynkow	520,903	*	3,946	*	214,063
Keith Johnson	521,939	*	2,910	*	214,063
(2) To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2025	726,250	12,303	*	359	*
(3) To consider and vote upon a proposal to change the Company’s state of incorporation from New York to Nevada by means of a merger of the Company with and into a wholly-owned Nevada subsidiary, pursuant to the Agreement and Plan of Merger attached as Annex A to this Proxy Statement.	427,661	96,862	*	326	214,063
(4) To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock pursuant to that certain securities purchase agreement dated May 16, 2025 with C/M Capital Master Fund, LP, establishing an equity line of credit pursuant to which the Company may sell shares of common stock to  C/M Capital Master Fund, LP from time to time in its discretion, without giving effect to the exchange cap in the Purchase Agreement	514,812	9,662	*	375	214,063
(5) To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock pursuant to the conversion of Series B Preferred Stock and conversion of warrants issued pursuant to those certain securities purchase agreements dated May 23, 2025 with C/M Capital Master Fund, LP and WVP-Emerging Manager Onshore Fund, LLC-Structured Small Cap Lending Series, without giving effect to the exchange cap in the Series B Purchase Agreements	514,790	9,705	*	354	214,063
(6) To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares of the Company’s common stock available and reserved for issuance thereunder by 300,000 shares for a total of 429,100 shares of common stock	458,434	65,883	*	532	214,063
(7) To adjourn the Annual Meeting to a later date and time to solicit additional proxies in favor of one or more proposals submitted to a vote by the stockholders at the Annual Meeting.	684,933	53,069	*	910	*

* Not applicable.

There were 1,125,998 shares outstanding on the record date of the meeting and a total of 738,912 shares were voted. Proposal 1 required a plurality vote, Proposal 3 required an affirmative vote of the majority of the outstanding shares of common stock and Proposals 2, 4, 5, 6 and 7 required an affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.

Each of the three nominees for director was elected to serve until the next annual meeting of shareholders. Additionally, Proposals 2, 4, 5, 6 and 7 were approved. Proposal 3 was not approved.

3

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
10.1		Amendment No. 1 to Employment Agreement dated August 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

4

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 12, 2025	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

5

FAQ

What did Forward Industries (FORD) convert from preferred to common stock?

The company converted 610 shares of Series A-1 Preferred Stock $610,000) into 81,333 shares of common stock at a conversion price of $7.50 per share.

Who was appointed CEO of Kablooe and what is the compensation?

Fred Sklenar was appointed Chief Executive Officer and President of Kablooe Inc., effective August 18, 2025, with a base salary of $175,000 and eligibility for a $50,000 performance bonus subject to conditions.

What were the key shareholder meeting outcomes for FORD?

There were 1,125,998 shares outstanding on the record date and 738,912 votes cast. Directors were elected and Proposals 2, 4, 5, 6 and 7 were approved; Proposal 3 (change of incorporation to Nevada) was not approved.

Did Forward Industries change the CFO's employment terms?

Yes. The Compensation Committee approved Amendment No.1 increasing potential severance for CFO Kathleen Weisberg from six months to eight months of her then-current base salary; the amendment is filed as Exhibit 10.1.

How many Series A-1 preferred shares remain outstanding after the conversion?

Following the conversion, the filing states there are 4,315 Series A-1 shares outstanding, all held by Forward Industries (Asia-Pacific) Corporation.