Forward Industries Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On September 16, 2025, Forward Industries, Inc., a New York corporation (the “Company”), entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company, from time to time, at its option may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), to or through Cantor, acting as principal and/or sales agent having an aggregate sales price of up to $4 billion (the “ATM Offering”).
Subject to the terms and conditions of the Sales Agreement, Cantor will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided Cantor with customary indemnification and contribution rights in favor of Cantor, and Cantor will be entitled to a commission of 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.
Sales of the ATM Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) or by any other method permitted by law. The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.
This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.
The Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-290312) dated September 16, 2025, which was filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2025 (“Registration Statement”), and included an “at the market offering” prospectus covering the offer and sale of the ATM Shares pursuant to the Sales Agreement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering was attached as Exhibit 5.1 to the Registration Statement and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
The Company announces material information to the public about the Company through a variety of means, including filings with the Commission, press releases, the previously disclosed section on its website (sol.forwardindustries.com) and through its X (formerly known as Twitter) account (@FWDind), in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Exhibit Description | |
| 1.1 | Controlled Equity Offering SM Sales Agreement with Cantor Fitzgerald & Co. | |
| 5.1 | Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A., Palm Beach Gardens, Florida (incorporated by reference from Exhibit 5.1 of the Form S-3ASR filed on September 17, 2025) | |
| 23.1 | Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A., Palm Beach Gardens, Florida (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| FORWARD INDUSTRIES, INC. | |||
| Date: September 17, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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