Forward Industries (NASDAQ: FORD) inks $4B at-the-market stock deal

Rhea-AI Filing Summary

Forward Industries, Inc. entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., allowing it to offer and sell shares of its common stock, from time to time, having an aggregate sales price of up to $4 billion. Cantor will act as principal and/or sales agent and use commercially reasonable efforts to sell shares based on the company’s instructions, earning a 3.0% commission on gross proceeds from each sale. The company is not obligated to sell any shares, and it may suspend offers or terminate the agreement at any time. Any shares sold under this arrangement will be issued pursuant to Forward Industries’ automatic shelf registration statement on Form S-3, which includes an at-the-market offering prospectus. The company also highlights its use of SEC filings, press releases, its website, and its X account as key channels for disclosing material information.

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Capital markets and corporate finance analyst

Forward Industries sets up a $4B at-the-market stock sales facility.

Forward Industries has arranged a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. to sell common stock over time with an aggregate sales price cap of $4 billion. This structure, described as permitting transactions deemed "at the market offerings" under Rule 415, gives the company flexibility to tap public equity markets in incremental trades rather than through a single large issuance.

Cantor will execute sales following the company’s instructions and earn a 3.0% commission on gross proceeds from each sale, aligning compensation with transaction volume. The company retains discretion, with no obligation to sell any shares and the ability to suspend or terminate the agreement, so actual issuance will depend on future company decisions and market conditions.

The shares will be issued under an automatic shelf registration statement on Form S-3 that already includes an at-the-market offering prospectus, which helps streamline execution once the company elects to sell. Future disclosures in company communications channels and SEC filings will indicate if and when the company chooses to use this sales capacity.

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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): September 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 1.01 Entry into a Material Definitive Agreement.

On September 16, 2025, Forward Industries, Inc., a New York corporation (the “Company”), entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company, from time to time, at its option may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), to or through Cantor, acting as principal and/or sales agent having an aggregate sales price of up to $4 billion (the “ATM Offering”).

Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided Cantor with customary indemnification and contribution rights in favor of Cantor, and Cantor will be entitled to a commission of 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

Sales of the ATM Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-290312) dated September 16, 2025, which was filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2025 (“Registration Statement”), and included an “at the market offering” prospectus covering the offer and sale of the ATM Shares pursuant to the Sales Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering was attached as Exhibit 5.1 to the Registration Statement and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The Company announces material information to the public about the Company through a variety of means, including filings with the Commission, press releases, the previously disclosed section on its website (sol.forwardindustries.com) and through its X (formerly known as Twitter) account (@FWDind), in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
1.1		Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co.
5.1		Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A., Palm Beach Gardens, Florida (incorporated by reference from Exhibit 5.1 of the Form S-3ASR filed on September 17, 2025)
23.1		Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A., Palm Beach Gardens, Florida (contained in Exhibit 5.1)
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: September 17, 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?

Forward Industries announced it entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., allowing it to offer and sell shares of its common stock from time to time.

What is the maximum aggregate amount of stock Forward Industries can sell under the Cantor agreement?

The agreement permits Forward Industries to sell shares of common stock having an aggregate sales price of up to $4 billion, through Cantor acting as principal and/or sales agent.

How is Cantor Fitzgerald compensated under Forward Industries at-the-market offering?

Cantor Fitzgerald will receive a 3.0% commission on the gross proceeds from each sale of Forward Industries common stock made under the Sales Agreement.

Is Forward Industries required to sell any shares under this Sales Agreement?

No. Forward Industries has no obligation to sell any shares under the Sales Agreement and may suspend offers or terminate the agreement at any time.

Under which registration statement will the shares be issued and sold?

The common stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to Forward Industries automatic shelf registration statement on Form S-3, which includes an at-the-market offering prospectus.

How does Forward Industries (FORD) communicate material information to investors?

Forward Industries states it discloses material information through SEC filings, press releases, a section on its website at sol.forwardindustries.com, and its X account (@FWDind).