Form 8-K - Current report

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): November 13, 2024

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 1.01 Entry into a Material Definitive Agreement.

On November 13, 2024, Forward Industries, Inc. (the “Company”) and Forward Industries (Asia-Pacific) Corporation (“FC”) agreed to extend the Buying Agency and Supply Agreement dated November 2, 2023 (the “Agency Agreement”) to April 30, 2025. Either party may terminate the Agency Agreement with 30 days prior written notice. Additionally, the Agency Agreement was amended to: (i) reduce the monthly service fee from $65,833 to $35,000 and (ii) to change the payment terms for all products and service fees from 60 days to seven days after the Company collects payments for goods from its customers. These amended terms were memorialized in a letter agreement between the Company and FC.

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to the letter agreement which is filed as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	Letter Agreement – Amendment/Extension of FC Buying Agency and Supply Agreement
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: November 18, 2024	By:	/s/ Kathleen Weisberg
		Name: Kathleen Weisberg
		Title: Chief Financial Officer

Exhibit 10.1

FORWARD INDUSTRIES, INC.

November 13, 2024

Forward Industries (Asia-Pacific) Corporation

Terence Wise

Re: Buying Agency and Supply Agreement

Dear Terry:

This letter agreement documents our understanding regarding Forward Industries, Inc. (the “Company”) and Forward Industries (Asia-Pacific) Corporation (“FC”) extending and revising certain terms contained in that certain Buying Agency and Supply Agreement dated November 2, 2023 (the “Agency Agreement”). We refer herein to the Company and FC as a “Party” or collectively as the “Parties”. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agency Agreement.

For good and valuable consideration, which is hereby acknowledged, the Parties hereby agree to extend the Term of the Agency Agreement for approximately a six-month period ending at the close of business on April 30, 2025 (with either Party able to terminate with 30 days written notice to the other Party). Additionally, Section 2(B) is hereby amended to change the fixed portion of the monthly fee from $65,833 to $35,000 and Section 3(A) is hereby amended to change the payment terms for all Products and Service Fees from 60 days to 7 days after Principal collects payment for such goods from its customer.

Except for the amended term under this letter agreement, the remaining terms of the Agency Agreement shall remain in full force and effect. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

If you agree, please indicate such by signing below.

	Sincerely,

	FORWARD INDUSTRIES, INC.


	By: /s/ Kathleen Weisberg
	Kathleen Weisberg
	Chief Financial Officer

I hereby agree to the foregoing.

FORWARD INDUSTRIES (ASIA-PACIFIC) CORPORATION

By: /s/ Terence Wise

Terence Wise, Principal

Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	001-34780
Entity Registrant Name	Forward Industries, Inc.
Entity Central Index Key	0000038264
Entity Tax Identification Number	13-1950672
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	700 Veterans Memorial Hwy. Suite 100
Entity Address, City or Town	Hauppauge
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11788
City Area Code	(631)
Local Phone Number	547-3055
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FORD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false