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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): October 10, 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:
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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 1.01 Entry into a Material Definitive Agreement.
On October 10, 2025, Forward Industries, Inc. (the “Company”) entered into a Waiver and Consent (the “Waiver and Consent”) with certain holders of the Company’s securities (who collectively beneficially own at least 50.1% of the then outstanding Registrable Securities, as defined in the Registration Rights Agreement dated September 6, 2025 (the “Registration Rights Agreement”)). The Waiver and Consent waives the compliance of the Filing Date (as defined in the Registration Rights Agreement) and extends the deadline for the Company to file the initial resale registration statement with the Securities and Exchange Commission to the 60th calendar day following the Closing Date (as defined in the Registration Rights Agreement).
The foregoing descriptions of the Waiver and Consent and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Waiver and Consent and Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Exhibit Description | |
| 10.1 | Form of Waiver and Consent, dated October 10, 2025 | |
| 10.2 | Form of Registration Rights Agreement, dated as of September 6, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on September 8, 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: October 10, 2025 | By: | /s/ Michael Pruitt | |
| Name: Michael Pruitt | |||
| Title: Interim Chief Executive Officer | |||
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Exhibit 10.1
WAIVER AND CONSENT
This waiver and consent (this “Waiver and Consent”) dated October 10, 2025, by and between Forward Industries, Inc., a New York corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”), is being delivered pursuant to Sections 6(f) of the Registration Rights Agreement by and between the Company and Purchasers, dated September 6, 2025 (the “Agreement”). Capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Agreement.
RECITALS
WHEREAS, pursuant to Section 2(a) of the Agreement, the Company is required to prepare and file or cause to be prepared and filed with the Commission, a Registration Statement no later than October 11, 2025.
WHEREAS, the Company is seeking (i) waiver of compliance with the Filing Date and (ii) to amend the Filing Date to 60 days following the Closing Date, in each case in accordance with Section 6(f) of the Agreement, which provides that any of the provisions, covenants and conditions set forth in the Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified, with the written consent of (i) the Company and (ii) the Holders of at least a majority-in-interest of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion of any security); and
NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
1.Waiver and Amendment. Each Purchaser hereby (i) waives compliance with the Filing Date requirement under Section 2(a) of the Agreement and (ii) consents to amending the Filing Date to be 60 days from the Closing Date.
2.Limited Effect of Waiver. The execution, delivery and effectiveness of this Consent and Waiver shall not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of the Agreement or (B) commit or otherwise obligate the Purchasers to enter into or consider entering into any other waiver or modification of the Agreement.
3.Miscellaneous. All communications and notices hereunder shall be given as provided in the Agreement. This Consent and Waiver (a) shall be governed by and construed in accordance with the law of the State of New York, (b) is for the exclusive benefit of the parties hereto and, together with the Agreement, constitutes the entire agreement of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned only in writing by both the Company and the Purchasers, and only to the extent such modification, waiver or assignment would be permitted under the Agreement (and any attempt to assign this Consent and Waiver without such writing shall be null and void), and (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and it should not be construed against any of its drafters. If any term or provision of this Consent and Waiver is held invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Consent and Waiver or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Consent and Waiver to effect the original intent of the parties as closely as possible.
[Signature pages follows]
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IN WITNESS WHEREOF, the undersigned have executed this Consent and Waiver as of the date first above written.
FORWARD INDUSTRIES, INC.
By:
Name:Michael Pruitt
Title:Interim Chief Executive Officer
[SIGNATURE PAGES OF PURCHASERS FOLLOWS]
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[SIGNATURE PAGE OF PURCHASERS]
Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________
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