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): December 20, 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) 547-3055

(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 2.02.

Results of Operations and Financial Condition

On December 20, 2023, Forward Industries, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended September 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.	Description of Exhibit
99.1	Press release dated December 20, 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: December 20, 2023	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

FORWARD REPORTS PRELIMINARY FISCAL 2023 RESULTS

RECORD REVENUES FOR DESIGN DIVISION DRIVE PROFITABILITY FROM CONTINUING OPERATIONS

Hauppauge, NY – December 20, 2023 – Forward Industries, Inc. (NASDAQ:FORD), a global design, sourcing and distribution group, today announced preliminary financial results for the fiscal year ended September 30, 2023.

Preliminary Fiscal Year 2023 Financial Highlights

·	Revenues were $36.7 million, a decrease of 3.9% from $38.2 million for 2022 with IPS from the design division recording record revenues in 2023.

·	Gross margin declined to 22.8% compared to 23.0% for 2022.

·	Income from continuing operations was $0.2 million compared to $0.4 million in 2022 and net loss was $3.7 million compared to $1.4 million in 2022.

·	Basic and diluted earnings per share from continuing operations was $0.02 compared to $0.04 for 2022.

·	Cash balance of $3.2 million at September 30, 2023 compared to $2.6 million at September 30, 2022, an increase of 23%.

Terry Wise, Chief Executive Officer of Forward Industries, stated “Having discontinued retail operations, the company’s continuing operations were profitable in fiscal 2023, cash positive and on a path of substantive growth. I am particularly pleased to report that our subsidiary within our design division, IPS, achieved historically high revenues and profitability.

Having completed the turnaround of the business, during the next fiscal year we will seek to grow our organic businesses significantly. We will also pursue suitable acquisition/venture opportunities.

Thus, I am excited for the Company’s prospects over the next fiscal year as I am optimistic it will be profitable and one of noteworthy growth.”

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 2024, profitability and growth in our organic businesses, and pursuing acquisition/venture opportunities. 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, competition, pricing pressures, supply chain issues, inability of our design division’s customers to pay for our services, loss of talented employees, unanticipated issues with our affiliated sourcing agent, and issues at Chinese factories that 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

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30,
	2023			2022
Assets

Current assets:
Cash	$	3,180,468		$	2,575,522
Accounts receivable, net		6,968,778			7,542,666
Inventories, net		334,384			650,853
Discontinued assets held for sale		508,077			3,150,177
Prepaid expenses and other current assets		378,512			417,605

Total current assets		11,370,219			14,336,823

Property and equipment, net		274,046			241,146
Intangible assets, net		893,143			1,105,901
Goodwill		1,758,682			1,758,682
Operating lease right-of-use assets, net		3,021,315			3,427,726
Other assets		68,737			68,737

Total assets	$	17,386,142		$	20,939,015

Liabilities and shareholders' equity

Current liabilities:
Accounts payable	$	518,892		$	268,160
Due to Forward China		8,246,015			7,713,880
Deferred income		297,407			438,878
Current portion of earnout consideration		–			25,000
Current portion of operating lease liability		416,042			377,940
Accrued expenses and other current liabilities		1,357,743			1,153,906
Total current liabilities		10,836,099			9,977,764

Other liabilities:
Note payable to Forward China		1,100,000			1,400,000
Operating lease liability, less current portion		2,833,782			3,249,824
Earnout consideration, less current portion		–			45,000
Total liabilities		14,769,881			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 September 30, 2023 and 2022		100,612			100,612
Additional paid-in capital		20,202,202			20,115,711
Accumulated deficit		(17,686,553	)		(13,949,896	)

Total shareholders' equity		2,616,261			6,266,427

Total liabilities and shareholders' equity	$	17,386,142		$	20,939,015

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Fiscal Years Ended September 30,
	2023			2022


Revenues, net	$	36,688,307		$	38,206,958
Cost of sales		28,323,822			29,407,009
Gross profit		8,364,485			8,799,949

Sales and marketing expenses		1,663,791			1,477,936
General and administrative expenses		6,541,036			6,733,543

Operating income		159,658			588,470

Fair value adjustment of earnout consideration		(70,000	)		–
Interest income		(23,188	)		–
Interest expense		104,201			123,411
Other (income)/expense, net		(30,019	)		12,612
Income from continuing operations before income taxes		178,664			452,447

Provision for income taxes		20,006			2,554
Income from continuing operations		158,658			449,893
Loss from discontinued operations, net of tax		(3,895,315	)		(1,828,144	)
Net loss	$	(3,736,657	)	$	(1,378,251	)


Basic earnings/(loss) per share :
Basic earnings per share from continuing operations	$	0.02		$	0.04
Basic loss per share from discontinued operations		(0.39	)		(0.18	)
Basic loss per share	$	(0.37	)	$	(0.14	)

Diluted earnings/(loss) per share:
Diluted earnings per share from continuing operations	$	0.02		$	0.04
Diluted loss per share from discontinued operations		(0.39	)		(0.18	)
Diluted loss per share	$	(0.37	)	$	(0.14	)

Weighted average common shares outstanding:
Basic		10,061,185			10,061,185
Diluted		10,061,185			10,200,792

Cover	Dec. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 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	547-3055
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