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
By letter dated February 21, 2025, Forward Industries, Inc. (the “Company”) was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff had determined to delist the Company’s securities from Nasdaq due to the Company’s non-compliance with the $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b) (the “Equity Rule”). The Company subsequently requested a hearing before the Nasdaq Hearings Panel to present its plan to regain compliance with the Equity Rule, which request stayed any further action by Nasdaq with respect to the Company’s listing pending the issuance of the Panel’s decision following the hearing.
As disclosed by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2025, on March 20, 2025, the Company and Forward Industries (Asia-Pacific) Corporation (“FC”), a company owned by the Company’s Chief Executive Officer and Chairman of the Board, executed an Accounts Payables Conversion Agreement, pursuant to which FC converted $2,500,000 of the Company’s outstanding accounts payable to FC into 2,500 shares of the Company’s Series A-1 Convertible Preferred Stock, with a stated value of $1,000 per share. As therein disclosed, FC agreed to the conversion of debt to strengthen the Company’s stockholders’ equity position as part of the Company’s ongoing efforts to ensure compliance with Nasdaq’s continued listing criteria.
As a result of the debt conversion transaction with FC, as of the date of this filing the Company believes it has stockholders’ equity of at least $2.5 million; however, the Company awaits Nasdaq’s formal confirmation that it has evidenced compliance with the Equity Rule. If deemed compliant, Nasdaq will continue to monitor the Company to ensure its ongoing compliance with the Equity Rule and, if at the time of filing of the Company’s next periodic financial statements the Company does not evidence compliance with the Equity Rule, the Company may be subject to delisting from Nasdaq.
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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: March 31, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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