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): February 12, 2025

 

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 1.01. Entry into a Material Definitive Agreement.

 

On February 12, 2025, Forward Industries, Inc. (the “Company”) and Forward Industries (Asia-Pacific) Corporation (“FC”), a company owned by the Company’s Chief Executive Officer and Chairman of the Board, entered into an Accounts Payables Conversion Agreement (the “Conversion Agreement”). The Conversion Agreement is identical to the prior conversion agreements entered into by the Company and FC, as previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission, except with respect to the amount converted. In accordance with the terms of the Conversion Agreement, FC converted $225,000 of the money the Company owes to FC into 225 shares of the Company’s Series A-1 Convertible Preferred Stock.

 

The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Conversion Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

To the extent required by Item 3.02, the information contained in Item 1.01 is incorporated herein by reference. The transaction was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.	Description of Exhibit
10.1	Account Payables Conversion Agreement
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 13, 2025	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

 

ACCOUNT PAYABLES CONVERSION AGREEMENT

 

This Account Payables Conversion Agreement (the “Agreement”) is entered into effective as of February 11, 2025 (the “Effective Date”) by and between FORWARD INDUSTRIES (ASIA-PACIFIC) CORPORATION, a British Virgin Islands registered corporation (the “Provider”) and FORWARD INDUSTRIES, INC., a New York corporation (the “Company”), with reference to the following facts:

 

WHEREAS, under that certain Buying Agency and Supply Agreement between the Company and the Provider (the “Supply Agreement”), the Provider has performed services at the request of the Company and as of the date of this Agreement is due monies under the Supply Agreement (the “Payables”), of which the Company and the Provider desire to convert $225,000 of the Payables into shares of Series A-1 Preferred Stock (the “PS”).

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Provider and the Company agree as follows:

 

1. Conversion to PS. Effective as of the Effective Date, $225,000 of the Payables shall be converted into shares of the Company’s PS at a price per share of $1,000 for an aggregate number of shares of 225. Upon execution of this Agreement, at the request of the Provider, the Company shall issue a stock certificate evidencing the shares of PS to the Provider (or issue the shares of PS in book entry form on the Company’s internal records), and the Provider shall acknowledge the payment of $225,000 of Payables through the issuance of the PS.

 

2. The Provider Representations. The Company is issuing the PS to the Provider in reliance upon the following representations made by the Provider:

 

(a) The Provider acknowledges and agrees that the shares of PS are characterized as “restricted securities” under the Securities Act of 1933 (the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. The Provider acknowledges and agrees that (i) the shares of PS are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of PS have not yet been registered under the Securities Act, and (ii) such shares of PS may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.

 

(b) The Provider acknowledges and agrees that (i) the registrar or transfer agent for the shares of PS will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of PS in the form of definitive physical certificates will bear a restrictive legend.

 

(c) The Provider acknowledges and agrees that: (a) the shares of PS have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) the Provider is acquiring the shares of PS solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) the Provider is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of PS; (d) the Provider has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of PS; the Provider is able to bear the economic risk and lack of liquidity inherent in holding the shares of PS; (f) the Provider is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and the Provider either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of the Provider’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the PS.

 

 

 

 

 

(d) The Provider’s investment in the Company pursuant to this PS is consistent, in both nature and amount, with the Provider’s overall investment program and financial condition.

 

(e) The Provider is located in the United Kingdom.

 

(f) The sole owner of the Provider is the Chairman of the Board of Directors and the Chief Executive Officer of the Company.

 

3. Miscellaneous.

 

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

 

(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.

 

(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

 

(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

 

(e) This Agreement may be executed in any number of counterparts and may be delivered by e-mail facsimile transmission, all of which taken together shall constitute a single instrument.

 

 

Signature Page Follows

 

 

 

 

 

 

 

This Agreement is entered into and effective as of the date first written above.

 

COMPANY:	PROVIDER:
FORWARD INDUSTRIES, INC.	FORWARD INDUSTRIES
	(ASIA-PACIFIC) CORPORATION
By: /s/ Kathleen Weisberg	By: /s/ Terence Wise
Kathleen Weisberg,	Terence Wise, Principal
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

v3.25.0.1

Cover	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
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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