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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) |
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 |
|
