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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 11, 2025
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Forward Industries, Inc.
(Exact name of registrant as specified in its charter)
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| 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| ☐ | 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 8.01. Other Events.
Forward Industries, Inc. (the “Company”) is filing this Current Report on Form 8-K solely to file as an exhibit the legal opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the 1,783,783 shares of the Company’s common stock sold and issued to two accredited investors in a registered direct offering at a price per share of $18.50. The shares of common stock were offered and sold pursuant to the Company’s effective shelf Registration Statement on Form S-3 (File No. 333-287907) filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2025 and declared effective by the SEC on June 20, 2025.
The legal opinion is filed herewith as Exhibit 5.1 to this report and is incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 5.1 | Opinion of Nason Yeager, Gerson, Harris & Fumero, P.A. regarding validity of the securities to be issued | |
| 23.1 | Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included 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 12, 2025 | /s/ Kathleen Weisberg |
| Kathleen Weisberg | |
| Chief Financial Officer |
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Exhibit 5.1
Nason, Yeager, Gerson, Harris & Fumero, P.A.
3001 PGA Boulevard, Suite 305
Palm Beach Gardens, Florida 33410
September 12, 2025
Forward Industries, Inc.
700 Veterans Memorial Highway
Suite 100
Hauppauge, NY 11788
Attention: Mr. Michael Pruitt, Interim CEO
Dear Mr. Pruitt:
We have acted as securities counsel for Forward Industries, Inc. (the “Company”) in connection with the issuance of 1,783,783 shares of common stock (the “Shares”) of the Company. The Shares are included in a Registration Statement on Form S-3 (File No. 333-287907) (“Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) and declared effective by the SEC on June 20, 2025, Base Prospectus dated June 20, 2025 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated September 11, 2025 (the “Prospectus Supplement”) filed with the SEC pursuant to Rule 424(b)(5) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to subscription agreements between the Company and the purchasers (the “Agreements”). This opinion is being rendered in connection with the filing of the Prospectus Supplement with the SEC.
In connection with the opinion expressed herein, we have examined the Company’s Certificate of Incorporation and Bylaws (each as amended to date), minutes and unanimous consents of the board of directors, Agreements, and other relevant corporate documents, and we have relied upon information supplied by the Company and its stock transfer agent.
In our examination of such documents, we have assumed: (i) the genuineness of all signatures, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity with the originals of all documents submitted to us as copies, (iv) the authenticity of the originals of such documents, and (v) the legal competence of all signatories to such documents.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and paid for in accordance with the terms and conditions set forth in the Prospectus and the Agreements, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the New York Business Corporation Law and applicable federal securities laws of the United States, each as currently in effect, and we express no opinion as to the applicability or effect of any other laws of the State of New York or the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025, which is incorporated by reference in the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the Prospectus. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the securities described herein. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Nason, Yeager, Gerson, Harris & Fumero, P.A.
Nason, Yeager, Gerson, Harris & Fumero, P.A.