FORD Forward Industries Inc

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): June 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 7.01.

Regulation FD Disclosure.

 

On June 14, 2024, Forward Industries, Inc. issued a press release announcing a 1-for-10 reverse stock split. A copy of the press release is being furnished as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.	Description of Exhibit
99.1	Press release dated June 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: June 14, 2024	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Forward Announces 1-for-10 Reverse Stock Split Effective June 18, 2024

 

Hauppauge, NY – June 14, 2024 – Forward Industries, Inc. (NASDAQ: FORD) (“Forward” or the “Company”), a global design, sourcing, and distribution company serving top tier medical and technology customers, announced today that it will effect a 1-for-10 reverse stock split (“Reverse Stock Split”) of its common stock, par value $0.01 per share (“Common Stock”), that will become effective on June 18, 2024, at 12:01 a.m., Eastern Time. Forward’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “FORD” and will begin trading on a split-adjusted basis when the market opens on June 18, 2024. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 349862 409.

 

At the Company’s special meeting of Shareholders held on June 10, 2024, the Company’s shareholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock at a ratio within the range of 1-for-3 to 1-for-10. The Company’s board of directors approved a 1-for-10 reverse split ratio, and the Company will file a Certificate of Amendment to its Restated Certificate of Incorporation to effect the Reverse Stock Split effective June 18, 2024.

 

The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement to maintain its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement for a period of time sufficient to regain compliance with Nasdaq listing requirements.

 

The 1-for-10 reverse stock split will automatically combine and convert ten current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments may be made to outstanding equity awards, warrants and convertible notes, and certain existing agreements pursuant to their terms. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock, or any series of preferred stock.

 

No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

 

The Company’s transfer agent, Equiniti Stock Transfer, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust, or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split.

 

About: Forward (NASDAQ: FORD) is a New York-based global design, sourcing and distribution company serving top tier medical and technology customers worldwide.

 

For more information, contact:

Kathleen Weisberg, CFO, Forward Industries, Inc.

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

v3.24.1.1.u2

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

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