Forward Industries (NASDAQ: FORD) holders waive and extend resale filing date

Rhea-AI Filing Summary

Forward Industries, Inc. entered into a Waiver and Consent on October 10, 2025 with certain holders of its securities who collectively beneficially own at least 50.1% of the outstanding registrable securities covered by a prior Registration Rights Agreement dated September 6, 2025. The agreement waives compliance with the original filing date requirement in that Registration Rights Agreement and extends the deadline for Forward Industries to file the initial resale registration statement with the SEC to the 60th calendar day following the specified closing date. The Waiver and Consent and the underlying Registration Rights Agreement are attached as exhibits and incorporated by reference.

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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): October 10, 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 October 10, 2025, Forward Industries, Inc. (the “Company”) entered into a Waiver and Consent (the “Waiver and Consent”) with certain holders of the Company’s securities (who collectively beneficially own at least 50.1% of the then outstanding Registrable Securities, as defined in the Registration Rights Agreement dated September 6, 2025 (the “Registration Rights Agreement”)). The Waiver and Consent waives the compliance of the Filing Date (as defined in the Registration Rights Agreement) and extends the deadline for the Company to file the initial resale registration statement with the Securities and Exchange Commission to the 60th calendar day following the Closing Date (as defined in the Registration Rights Agreement).

The foregoing descriptions of the Waiver and Consent and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Waiver and Consent and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
10.1		Form of Waiver and Consent, dated October 10, 2025
10.2		Form of Registration Rights Agreement, dated as of September 6, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on September 8, 2025).
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: October 10, 2025	By:	/s/ Michael Pruitt
		Name: Michael Pruitt
		Title: Interim Chief Executive Officer

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FAQ

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

Forward Industries disclosed that it entered into a Waiver and Consent on October 10, 2025 with certain security holders. This agreement modifies timing requirements in a prior Registration Rights Agreement by extending the deadline for filing an initial resale registration statement with the SEC.

Who are the security holders involved in Forward Industries' Waiver and Consent?

The Waiver and Consent was entered into with certain holders of Forward Industries' securities who collectively beneficially own at least 50.1% of the then outstanding registrable securities as defined in the September 6, 2025 Registration Rights Agreement.

How does the Waiver and Consent affect Forward Industries' resale registration statement?

The Waiver and Consent waives compliance with the original Filing Date defined in the Registration Rights Agreement and extends the deadline for Forward Industries to file its initial resale registration statement with the SEC to the 60th calendar day following the Closing Date.

What agreements are referenced in Forward Industries' 8-K?

The filing references a Waiver and Consent dated October 10, 2025 and a Registration Rights Agreement dated September 6, 2025. Forms of both agreements are filed as exhibits and incorporated by reference.

Who signed the Forward Industries 8-K related to the Waiver and Consent?

The report was signed on behalf of Forward Industries, Inc. by Michael Pruitt, who is identified as the Interim Chief Executive Officer, dated October 10, 2025.

Which exhibits are included with this Forward Industries 8-K?

The exhibits include Exhibit 10.1, the Form of Waiver and Consent dated October 10, 2025, Exhibit 10.2, the Form of Registration Rights Agreement dated September 6, 2025, and Exhibit 104, the cover page interactive data file.