FORD files Exhibit 5.1 legal opinion after direct offering

Rhea-AI Filing Summary

Forward Industries, Inc. completed a registered direct offering on August 11, 2025, selling 263,243 shares of common stock to six investors. The company filed the legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. as Exhibit 5.1, which the report states relates to the validity of the shares issued under the companys Form S-3 registration statement and prospectus materials.

Subsequent to the closing, the company reported 1,664,949 shares of common stock outstanding. The current report is limited to the offering closing, the legal opinion exhibit and the post-offering share count; the filing does not disclose offering price or gross proceeds.

Insights

Financial Analyst

TL;DR: Completed a small registered direct offering; share count updated; filing attaches counsels legal opinion.

The company sold 263,243 shares to six investors, bringing reported outstanding shares to 1,664,949. This is a routine financing disclosure without financial details such as price per share or proceeds, so the immediate cash impact cannot be assessed from this filing alone. The issuance increases the share base, which could dilute per-share metrics, but materiality cannot be judged from the data provided.

Corporate Governance Expert

TL;DR: Filing documents legal validation of issued shares and incorporates counsels consent as an exhibit.

The report files the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. as Exhibit 5.1 and includes the counsels consent (Exhibit 23.1 included in 5.1), indicating the company is documenting legal sufficiency of the issuance. The disclosure is procedural and focuses on compliance and recordation rather than operational or financial detail.

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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 8.01. Other Events.

On August 11, 2025, Forward Industries, Inc. (the “Company”) closed the sale of 263,243 shares of its common stock to six investors in a previously announced registered direct offering (the “Offering”).

The Company is filing this Current Report on Form 8-K to file as an exhibit the legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the shares of the common stock issued in the Offering under the Company’s Registration Statement on Form S-3 (File No. 333-287907), the related prospectus dated June 20, 2025 and prospectus supplement dated August 11, 2025. Subsequent to the closing of the Offering, the Company had 1,664,949 shares of common stock outstanding.

The legal opinion is filed herewith as Exhibit 5.1 to this report and is incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
5.1		Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A.
23.1		Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1).
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) disclose in this 8-K?

The company closed a registered direct offering of 263,243 shares on August 11, 2025 and filed the underwriters counsels legal opinion as Exhibit 5.1.

How many shares outstanding does FORD report after the offering?

The company reports 1,664,949 shares of common stock outstanding subsequent to the offering.

Who provided the legal opinion filed as Exhibit 5.1?

The legal opinion was provided by Nason, Yeager, Gerson, Harris & Fumero, P.A. and is included as Exhibit 5.1.

Does the 8-K disclose the offering price or proceeds for FORDs offering?

No. This current report does not disclose the offering price or the gross proceeds from the offering.

How many investors participated in the registered direct offering?

The offering was sold to six investors.