Item 8.01. Other Events.
Inability to Timely File Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 due to the COVID-19 pandemic
On March 25, 2020, the Securities and Exchange
Commission (the “Commission”) issued an order under Section 36 of the Securities Exchange Act of 1934 (the “Exchange
Act”), modifying exemptions from the reporting requirements for public companies (Release No. 34-88465) (the “Order”),
which allows companies to delay the filing of certain reports required under Section 13(a) or 15(d) of the Exchange Act for up
to 45 days from the original filing deadline if a company is unable to timely file such report by the original filing deadline
due to circumstances related to the 2019 novel coronavirus (“COVID-19”) pandemic.
Forward Industries, Inc. (the “Company”)
is filing this Current Report on Form 8-K to report that it is relying on the Order to delay the filing of its Quarterly Report
on Form 10-Q for the three months ended March 31, 2020 (the “Form 10-Q”) due to the circumstances related to COVID-19.
In particular, COVID-19 has caused disruptions to the Company's business and operations, including, among other things, the closing
of the Company's New York location and transition of the Company’s staff to working remotely. Consequently, the Company is
unable to complete its quarterly review and prepare its Form 10-Q by the original filing deadline.
The Company will file the Form 10-Q no
later than June 29, 2020, 45 days after the original due date of the Form 10-Q.
Supplemental Risk
Factor
The Company is supplementing the risk
factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, with
the following risk factor:
Our results of operations have been
negatively impacted by the coronavirus pandemic.
The COVID-19 pandemic has spread across
the globe and continues to negatively impact worldwide economic activity. COVID-19 has increased the risk that the Company or its
employees, suppliers, customers and other commercial partners may be prevented from conducting business for an indefinite period
of time, including due to the spread of the disease or shutdowns requested or mandated by governmental authorities. Specifically,
COVID-19 has increased the risk of customers’ inability to pay for our design services.
The Company has also transitioned its New
York employees to working remotely, which subjects the Company to increased cybersecurity risks and may reduce workplace efficiency.
Additionally, the full extent of COVID-19’s negative impact on our business remains uncertain and it is not possible at this
time to estimate the full impact that COVID-19 will have on our business. Continued business shutdowns due to COVID-19 could disrupt
our supply chain and the manufacture or shipment of our products and delay the rollout of our smart enabled retail products to
big box retail stores, which could have a material adverse effect on our business. If we see significant declines in customer orders,
increased aging accounts receivables or other negative consequences due to COVID-19, the extent of which remains highly uncertain,
it will materially adverse our business, financial condition and results of operations.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K
contains statements as to the Company’s beliefs and expectations of the outcome of future events that are
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these
statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include,
but are not limited to, statements regarding the filing of the Form 10-Q on June 29, 2020, the anticipated impact of the
COVID-19 outbreak on our results of operations, possible effect of the outbreak on our supply chain and manufacture and
shipment of our products, and delay the rollout of our smart enabled retail products to big box retail stores. These
forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from
the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 outbreak,
including levels of consumer, business and economic confidence generally, the duration of the COVID-19 outbreak and severity
of such outbreak, the pace of recovery following the COVID-19 outbreak, the effect on our supply chain, our ability to
implement cost containment; and the adverse effects of the COVID-19 outbreak on our business or the market price of our
common stock, unanticipated accounting issues and the risk factors described in our Annual Report on Form 10-K for the year
ended September 30, 2019 and our subsequent filings with the Commission, are uncertain. Except as required by law, the
Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to
reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.