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):
November 1,
2011
Forward Industries, Inc.
(Exact Name of Registrant as Specified
in Its Charter)
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New York
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000-6669
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13-1950672
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3110
Main St. Suite 400, Santa Monica, CA
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90405
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(310)
526-3005
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(Former name or former address if changed since last
report)
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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
[ ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 1, 2011, Forward Industries, Inc. (the
Company) entered into an agreement with RGJR Capital Partners LLC (RGJR) to
provide Robert Garrett, Jr. as a consultant for a term of up to six months to
assist management in implementation of its growth strategy pursuant to a letter
agreement, effective as of October 1, 2011, between the Company and RGJR (the
Agreement). RGJR and Mr. Garrett will report to the Executive Committee of
the Companys Board of Directors. RGJR will receive a consulting fee of
$30,000 per month and Mr. Garrett has been awarded options to purchase up to
160,000 shares of common stock of the Company at an exercise price of $2.05,
the closing fair market value on November 3, 2011, the grant date. Such
options have a three year term and vest in six equal installments beginning
November 15, 2011 and then on the last day of each month commencing November
30, 2011 through March 31, 2012, subject to RGJRs and Mr. Garretts continued
involvement with the Company.
Mr. Garrett brings with him the experience of
building startup companies and operating businesses across multiple data
intensive industries.
The foregoing description of the Agreement is
qualified in its entirety by reference to this Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
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10.1
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Letter Agreement between Forward Industries, Inc. and RGJR
Capital Partners LLC
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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.
Dated: November 7, 2011
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By:
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Name:
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Brett M. Johnson
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Title:
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Principal Executive Officer
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EXHIBIT INDEX
10.1
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Letter Agreement between Forward Industries, Inc. and RGJR
Capital Partners LLC
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