UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 11, 2025, Forward Industries, Inc. (the “Company”) entered into Subscription Agreements (the “Subscription Agreements”) with six investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Offering”), an aggregate of 263,243 shares of our common stock at a price of $8.50 per share. The aggregate gross proceeds from the Offering are expected to be approximately $2,230,000. We expect to close the Offering on or about August 11, 2025, subject to the satisfaction of customary closing conditions contained in the Subscription Agreements. No underwriter or placement agent participated in the Offering.
The shares of common stock were offered pursuant to a shelf registration statement (File No. 333-287907) which was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 20, 2025. A prospectus supplement relating to the Offering will be filed by August 12, 2025 with the SEC. When filed with the SEC, copies of the prospectus supplement and the accompanying base prospectus relating to the Offering may be obtained at the SEC’s website at www.sec.gov.
The foregoing description of the form of Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Form of Subscription Agreement – August 2025 – Registered Direct | |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
| 2 |
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: August 11, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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