エドガーで原本を確認する
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): September 4, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 4, 2025, at a special meeting of shareholders (the “Special Meeting”), the shareholders of Forward Industries, Inc. (the “Company”) approved an amendment to the Company’s certificate of incorporation (the “Amendment”) to authorize an increase in the number of authorized shares of the Company’s common stock from 40,000,000 shares to 300,000,000 shares.
The Amendment was subsequently filed with and accepted by the New York State Department of State on September 4, 2025.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 4, 2025, the Company held the Special Meeting in accordance with the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 15, 2025. The results of each of the proposals are listed below.
| Proposal | For | Against | Abstain | Broker Non-Votes |
| (1) To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 300,000,000 shares. | 1,256,216 | 31,218 | 867 | - |
| (2) To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock pursuant to a conversion of Series A-1 Preferred Stock (the “Series A-1”) without giving effect to the Share Cap and the Individual Holder Share Cap in the Series A-1 Certificate of Designation. | 1,016,060 | 11,754 | 1,652 | 258,835 |
| (3) To approve an adjournment of the Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Special Meeting to approve any of the proposals presented for a vote at the Special Meeting. | 1,266,608 | 20,912 | 781 | - |
There were 1,718,181 shares outstanding on the record date of the meeting and a total of 1,288,301 shares were voted. Proposal 1 required an affirmative vote of the majority of the outstanding shares of common stock and Proposals 2 and 3 required an affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.
Proposals 1, 2 and 3 were approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Forward Industries, Inc. – Increasing the Authorized Shares of Common Stock | |
| 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: September 5, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
|
|
Exhibit 3.1
NEW YORK STATE DEPARTMENT OF STATE DIVISION OF CORPORATIONS, STATE RECORDS AND UNIFORM COMMERCIAL CODE FILING RECEIPT ENTITY NAME : DOCUMENT TYPE : ENTITY TYPE : DOS ID: FILE DATE: FILE NUMBER: TRANSACTION NUMBER: EXISTENCE DATE: DURATION/DISSOLUTION: COUNTY: SERVICE OF PROCESS ADDRESS : ELECTRONIC SERVICE OF PROCESS EMAIL ADDRESS : FILER: SERVICE COMPANY: SERVICE COMPANY ACCOUNT: CUSTOMER REFERENCE : You may verify this document online at: AUTHENTICATION NUMBER: FORWARD INDUSTRIES, INC. CERTIFICATE OF AMENDMENT DOMESTIC BUSINESS CORPORATION 135940 09/04/2025 250904002058 202509040001303 - 4905525 03/06/1961 PERPETUAL KINGS CORPORATE CREATIONS 600 MAMARONECK AVENUE #400, HARRISON, NY, 10528, USA NIA KATHLEEN WEISBERG 700 VETERANS MEMORIAL HWY., STE. 100 HAUPPAUGE, NY, 11788, USA COGENCY GLOBAL INC. 26 ALB http://ecorp.dos.ny.gov 100008699462 $220.00 TOTAL PAYMENTS RECEIVED: $220.00 TOTAL FEES: $0.00 CASH: $60.00 FILING FEE: $0.00 CHECK/MONEY ORDER: $0.00 CERTIFICATE OF STATUS: $0.00 CREDIT CARD: $10.00 CERTIFIED COPY: $220.00 DRAWDOWN ACCOUNT: $0.00 COPY REQUEST: $0.00 REFUND DUE: $150.00 EXPEDITED HANDLING:
STATE OF NEW YORK DEPARTMENT OF STATE I hereby certify that the annexed copy for FORWARD INDUSTRIES, INC., File Number 250904002058 has been compared with the original document in the custody of the Secretary of State and that the same is true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on September 04 , 2025 . WALTER T . MOSLEY Secretary of State BRENDAN C.
HUGHES Executive Deputy Secretary of State Authentication Number: I00008699459 To Verify the authenticity of this document you may access the Division of Corporation's Document A uthentication Website at http·//ecmp,dos,ny,goy Oocusign Envelope ID: 2C38E35E - 89CE - 48BC - B07C - FC48EB7004DB Filed with the NYS Department of State on 09/04/2025 Filing Number: 250904002058 DOS ID: 135940 CERTIFICATE OF AMENDMENT OFTHE CERTIFICATE OF INCORPORATION OF FORWARD INDUSTRlllS, INC. Under Section 805 of the Business Corpor tion LMw I, Kathleen Weisberg, hereby certify that I am the Chief Financial Officer of Forward Industries, Inc . (the ''Corporation"), a corporation organized and existing under the Business Corporation Law of the State of New York (the "NYBCL"), and hereby certify as foJlows, pursuant to Section 805 of the NYBCL : I . n,e current name of the Corpomtion is : Forward Industries, Inc . The name under which the Corporation was originally fonned is Progress Heat Sealing Co . , Inc, 2. The original Certificate of Incorporation was filed with the Department of State on March 6, 1961. 3. This Certificate of Amendment to the Certificate oflncoipomtion was authorized by lhe vote of the Board of Dffl : ctors of the Cotpomtion followed by vote at 11 meeting of shan,holders held on September 4 , 2025 , at which a quorum was present . 4. llte Corporation is currently authorized to issue 44 , 000 , 000 shares, consisting of 40 , 000 , 000 shares of common stock, par value $ 0 . 0 I per share and 4 , 000 , 000 shares of preferred stock . 5. Artitle THIRD of the Certificate of Incorporation relating to the Corporation's stock is being amended to increase the nwnber of shares of common stock the Corporation shall have the authority to issue from 40 , 000 , 000 shares of common stock with a par value of $ 0 . 0 I to 300 , 000 , 000 shares of common stock with a par value of $ 0 . 0 I . Article TIIIRD is hereby amended to read in its entirety as follows : "Artie!" THIRD : The aggregate number ofshares which the Corporation shall have authority to issue is three hundred and four million ( 304 , 000 , 000 ), $ 0 . 0 I par value per share, of which four million ( 4 , 000 , 000 ) shares shaJI be designated as ''preferred stock" and three hwtdred million ( 300 , 000 , 000 ) shares shall be designated as "common stock" . Authority is hereby expressly granted to the Boani of Directors of the Corporation from time to time to issue the preferred stock as preferred stock of any series and, in connection with the creation of each such series, to fix by the resolution or resolutions providing for the issue of shares thereof, the number of shares of such series, and the designations, relative rights, preferences, and limitations of such series, to the fu]) extent now or hereafter pennitted by the laws of the State of New York . " ['The remainder of the page is intentionally left blank] l0SS0 - 2J8S6 / 02104899 vS 4925./3268./lOOZ v. 6 Docuslgn Enwlope ID: 2C38E35E.S9CE - 48BC - B07C.FC48EB70040B Filed with the NYS Department of State on 09/04/2025 Filing Number: 250904002058 DOS ID: 135940 IN WITNESS WHEREOF, the Cmpomtion has caused this Certificate of Amendment to be signed by its Chief Financial Officer on this 4th day Qf$eptember, 202S.
FORWARD INDUSTRIES, INC. "''"' " ' O ' J u s r f ,tr? a &. \ \ 'weisberg Title: Chief Financial Officer 105S0.238S6 /02104899 v5 4925./J258 - 6802, v. 6 Docus n Envelope ID: 2C38E35E - 89CE..f8BC.807C•FC48EB7004DB Filed with the NYS Department of State on 09/04/2025 Filing Number: 250904002058 DOS ID: 135940 IOSS0 - 23856 / 02104899 vS 4925 - 8268 - GOOZ v.
6 CERTIFICATE OF AMENDMENT OFTHE CERTIFICATE OFINCORPORATION OF FORWARD INDUSTRIES, INC. Under Section 805 or the BusineJJs Corporation L1nv Filed by: Kathleen Weilberg 700 Veterans Memorial Hwy., Ste. 100 Hauppauge, NY I J 788