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): February 14, 2024

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 February 14, 2024, Forward Industries, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended December 31, 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 February 14, 2024
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: February 14, 2024	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

Exhibit 99.1

FORWARD REPORTS FISCAL 2024 FIRST QUARTER RESULTS

Hauppauge, NY – February 14, 2024 – Forward Industries, Inc. (NASDAQ:FORD), a global design, sourcing and distribution group, today announced financial results for its first quarter ended December 31, 2023.

First Quarter Fiscal Year 2024 Financial Highlights

	·	Revenues were $7.2 million, a decrease of 26.7% from $9.8 million for 2023.
	·	Gross margin increased to 23.0% compared to 20.2% for 2023.
	·	Loss from continuing operations was $0.4 million compared to $0.1 million in 2023 and net loss was $0.4 million compared to $0.4 million in 2023.
	·	Basic and diluted loss per share from continuing operations was $0.04 compared to $0.01 for 2023.
	·	Cash balance of $3.0 million at December 31, 2023 compared to $3.2 million at September 30, 2023, a decrease of 5%.

Terry Wise, Chief Executive Officer of Forward Industries, stated “A relatively static quarter with a pleasing improvement in gross margin. Our effort to turnaround the business into profitability continues with several initiatives now in place. We remain committed to the path of growth and recovery.”

The tables below are derived from the Company’s condensed consolidated financial statements included in its Form 10-Q filed on February 14, 2024 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 December 31, 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 2024 and profitability and growth in our businesses. 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, 2023 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

	December 31,			September 30,
	2023			2023
	(Unaudited)
Assets

Current assets:
Cash	$	3,026,786		$	3,180,468
Accounts receivable, net		6,534,702			6,968,778
Inventories, net		405,229			334,384
Discontinued assets held for sale		135,604			508,077
Prepaid expenses and other current assets		392,282			378,512
Total current assets		10,494,603			11,370,219

Property and equipment, net		265,346			274,046
Intangible assets, net		839,954			893,143
Goodwill		1,758,682			1,758,682
Operating lease right-of-use assets, net		2,916,385			3,021,315
Other assets		68,737			68,737
Total assets	$	16,343,707		$	17,386,142

Liabilities and shareholders' equity

Current liabilities:
Note payable to Forward China	$	850,000		$	–
Accounts payable		392,202			518,892
Due to Forward China		8,894,245			8,246,015
Deferred income		250,405			297,407
Current portion of operating lease liability		425,998			416,042
Accrued expenses and other current liabilities		494,724			1,357,743
Total current liabilities		11,307,574			10,836,099

Other liabilities:
Note payable to Forward China		–			1,100,000
Operating lease liability, less current portion		2,723,281			2,833,782
Total other liabilities		2,723,281			3,933,782
Total liabilities		14,030,855			14,769,881

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 December 31, 2023 and September 30, 2023		100,612			100,612
Additional paid-in capital		20,253,013			20,202,202
Accumulated deficit		(18,040,773	)		(17,686,553	)
Total shareholders' equity		2,312,852			2,616,261
Total liabilities and shareholders' equity	$	16,343,707		$	17,386,142

FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended December 31,
	2023			2022

Revenues, net	$	7,151,951		$	9,752,684
Cost of sales		5,509,465			7,786,614
Gross profit		1,642,486			1,966,070

Sales and marketing expenses		368,736			411,174
General and administrative expenses		1,654,071			1,682,812
Operating loss		(380,321	)		(127,916	)

Fair value adjustment of earnout consideration		–			(40,000	)
Interest income		(17,469	)		–
Interest expense		19,010			27,958
Other income, net		(687	)		(24,560	)
Loss from continuing operations before income taxes		(381,175	)		(91,314	)

Provision for income taxes		–			–
Loss from continuing operations		(381,175	)		(91,314	)
Income / (loss) from discontinued operations, net of tax		26,955			(338,961	)
Net loss	$	(354,220	)	$	(430,275	)


Basic earnings/(loss) per share :
Basic loss per share from continuing operations	$	(0.04	)	$	(0.01	)
Basic earnings/(loss) per share from discontinued operations		0.00			(0.03	)
Basic loss per share	$	(0.04	)	$	(0.04	)

Diluted earnings/(loss) per share:
Diluted loss per share from continuing operations	$	(0.04	)	$	(0.01	)
Diluted earnings/(loss) per share from discontinued operations		0.00			(0.03	)
Diluted loss per share	$	(0.04	)	$	(0.04	)

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

Cover	Feb. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2024
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