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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 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2025, Dr. Sharon Hrynkow, a
member of the Board of Directors (the “Board”) of Forward Industries, Inc. (the “Company”), notified the
Company of her decision to resign from the Board, effective immediately. Dr. Hrynkow also resigned from all of her Board
committee positions, including her membership on the Audit and Risk Committee, the Compensation Committee, the Nominating and
Governance Committee, and the Science and Technology Committee, effective as of the same date. In connection with the resignation,
the Company agreed to release Dr. Hrynkow from the lockup executed by the Company and Dr. Hrynkow in connection with the closing of
the Company’s recent private placement. As of October 20, 2025, Dr. Hrynkow owned 1,486 shares of the Company’s common stock and 89,400 exercisable stock options. As of
October 20, 2025, the Company had 86,457,465 shares of common stock outstanding.
Dr. Hrynkow’s resignation did not result
from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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 21, 2025 |
By: |
/s/ Kathleen Weisberg |
|
| |
|
Name: Kathleen Weisberg |
|
| |
|
Title: Chief Financial Officer |
|
