Form 8-K - Current report

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): August 14, 2023

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) 547-3041

(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 2.02. Results of Operations and Financial Condition

On August 14, 2023, Forward Industries, Inc. issued a press release announcing its financial results for the three and nine months ended June 30, 2023. A copy of such press release is furnished as Exhibit 99.1 to this report.

The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit

99.1	Press Release dated August 14, 2023
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: August 14, 2023	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

FORWARD REPORTS FISCAL 2023 THIRD QUARTER RESULTS

Hauppauge, NY – August 14, 2023 – Forward Industries, Inc. (NASDAQ:FORD), a global design, sourcing and distribution group, today announced financial results for its third quarter ended June 30, 2023.

Third Quarter Fiscal Year 2023 Financial Highlights

	·	Revenues were $10.1 million, a decrease of 4.7% from $10.6 million for the third quarter of fiscal year 2022.
	·	Gross margin declined to 18.0% compared to 18.1% for the third quarter of fiscal year 2022.
	·	Operating loss was $0.5 million compared to $0.4 million for the third quarter of fiscal year 2022.
	·	Basic and diluted loss per share was $0.05 compared to $0.04 for the third quarter of fiscal year 2022.
	·	Cash balance of $2.8 million at June 30, 2023 as compared to $2.6 million at September 30, 2022.

Terry Wise, Chief Executive Officer of Forward Industries, stated “Pleasingly, the quarter witnessed the sustained positive momentum within our design division. However, this strong performance was offset by the continued difficulties within the retail and OEM sector. Consequently, after careful deliberation and consideration we have reluctantly resolved to discontinue our retail division in an orderly manner that will ensure we fulfil our commitments to our customers. This has been a pivotal quarter for the Company, one in which as a direct consequence of the decisions taken, we hope will result in profitability in the near future.”

The tables below are derived from the Company’s consolidated financial statements included in its Form 10-Q filed on August 14, 2023 with the Securities and Exchange Commission. Please refer to the Form 10-Q for complete financial statements and further information regarding the Company’s results of operations and financial condition relating to the fiscal quarters ended June 30, 2023 and 2022. Please also refer to the Company’s Form 10-K for a discussion of risk factors applicable to the Company and its business.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including statements regarding our optimism for improved performance in fiscal year 2023. Forward has tried to identify these forward-looking statements by using words such as “may”, “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks include the inability to expand our customer base, loss of additional customers, pricing pressures, lack of success of our sales people, supply chain issues, inability of our design division’s customers to pay for our services, unanticipated issues with our affiliated sourcing agent, and issues at Chinese factories that we source our products. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended September 30, 2022 for information regarding risk factors that could affect the Company’s results. Except as otherwise required by Federal securities laws, Forward undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

About Forward Industries

Forward is a global design, sourcing and distribution group serving top tier medical and technology customers worldwide. Through its acquisitions of Intelligent Product Solutions, Inc. and Kablooe Design, Inc., the Company has expanded its ability to design and develop solutions for its existing multinational client base and expand beyond the diabetic product line into a variety of industries with a full spectrum of hardware and software product design and engineering services.

For more information, contact:

Kathleen Weisberg, CFO, Forward Industries, Inc.

(631) 547-3055, kweisberg@forwardindustries.com

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			September 30,
	2023			2022
	(Unaudited)
Assets
Current assets:
Cash	$	2,821,163		$	2,575,522
Accounts receivable, net		7,659,132			7,542,666
Inventories, net		1,892,790			3,801,030
Prepaid expenses and other current assets		689,955			417,605
Total current assets		13,063,040			14,336,823

Property and equipment, net		282,308			241,146
Intangible assets, net		946,333			1,105,901
Goodwill		1,758,682			1,758,682
Operating lease right-of-use assets, net		3,124,871			3,427,726
Other assets		68,737			68,737
Total assets	$	19,243,971		$	20,939,015

Liabilities and shareholders' equity

Current liabilities:
Accounts payable	$	684,616		$	268,160
Due to Forward China		7,948,249			7,713,880
Deferred income		264,726			438,878
Current portion of earnout consideration		–			25,000
Current portion of operating lease liability		406,223			377,940
Accrued expenses and other current liabilities		1,283,337			1,153,906
Total current liabilities		10,587,151			9,977,764

Other liabilities:
Note payable to Forward China		1,200,000			1,400,000
Operating lease liability, less current portion		2,942,772			3,249,824
Earnout consideration, less current portion		30,000			45,000
Total other liabilities		4,172,772			4,694,824
Total liabilities		14,759,923			14,672,588

Commitments and contingencies

Shareholders' equity:
Common stock, par value $0.01 per share; 40,000,000 shares authorized; 10,061,185 shares issued and outstanding at June 30, 2023 and September 30, 2022		100,612			100,612
Additional paid-in capital		20,171,299			20,115,711
Accumulated deficit		(15,787,863	)		(13,949,896	)
Total shareholders' equity		4,484,048			6,266,427
Total liabilities and shareholders' equity	$	19,243,971		$	20,939,015

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2023			2022			2023			2022

Revenues, net	$	10,127,159		$	10,588,835		$	31,594,818		$	32,517,139
Cost of sales		8,303,997			8,671,103			26,340,525			25,727,964
Gross profit		1,823,162			1,917,732			5,254,293			6,789,175

Sales and marketing expenses		711,472			664,484			2,175,081			2,106,263
General and administrative expenses		1,633,740			1,639,053			4,912,197			5,177,241

Loss from operations		(522,050	)		(385,805	)		(1,832,985	)		(494,329	)

Fair value adjustment of earnout consideration		–			–			(40,000	)		–
Interest expense		25,475			30,424			80,214			94,115
Interest income		(10,489	)		–			(11,345	)		–
Other (income)/expense, net		(292	)		2,684			(23,887	)		6,780
Loss before income taxes		(536,744	)		(418,913	)		(1,837,967	)		(595,224	)

Provision for income taxes		–			–			–			–

Net loss	$	(536,744	)	$	(418,913	)	$	(1,837,967	)	$	(595,224	)

Loss per share:
Basic	$	(0.05	)	$	(0.04	)	$	(0.18	)	$	(0.06	)
Diluted	$	(0.05	)	$	(0.04	)	$	(0.18	)	$	(0.06	)

Weighted average common shares outstanding:
Basic		10,061,185			10,061,185			10,061,185			10,061,185
Diluted		10,061,185			10,061,185			10,061,185			10,061,185

Cover	Aug. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2023
Entity File Number	001-34780
Entity Registrant Name	Forward Industries, Inc.
Entity Central Index Key	0000038264
Entity Tax Identification Number	13-1950672
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	700 Veterans Memorial Hwy. Suite 100
Entity Address, City or Town	Hauppauge
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11788
City Area Code	(631)
Local Phone Number	547-3041
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FORD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false