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 8.01 Other Events.
Share Repurchase Program
On November 3, 2025, the Board of Directors of Forward Industries, Inc. (the “Company”) authorized a stock repurchase program, pursuant to which the Company may repurchase up to $1 billion of the Company’s outstanding shares of common stock, exclusive of any fees, commissions and other expenses related to such repurchases, from time to time. The authorization will expire on September 30, 2027. Shares may be repurchased under the program through open market purchases, block trades and/or privately negotiated transactions (including accelerated share repurchase transactions), related derivative transactions or pursuant to a Rule 10b5-1 trading plan.
The extent to which the Company repurchases shares of its common stock, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations, as determined by the Company’s management. The stock repurchase program may be suspended or discontinued at any time.
Resale Prospectus Supplement
On November 3, 2025, the Company filed with the U.S. Securities and Exchange Commission a resale prospectus supplement (the “Resale Prospectus Supplement”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, relating to the Company’s effective Registration Statement on Form S-3 (File No. 333-290312). The Resale Prospectus Supplement registers for resale certain shares of common stock previously issued in, or issuable under, the Company’s September 2025 private placement.
The legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the legality of the shares is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A., dated November 3, 2025. | |
| 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: November 4, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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