UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 10, 2024, at a special meeting of shareholders, the shareholders of Forward Industries, Inc. (the “Company”) approved an amendment to the Company’s certificate of incorporation to authorize a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio to be determined in the discretion of the Company’s Board of Directors within a range of one-for-three through one-for-10, as previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on June 10, 2024.
The Company’s Board of Directors approved a one-for-10 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) to effectuate the Reverse Stock Split.
On June 14, 2024, the Company filed the Amendment with the New York State Department of State. As a result, every 10 shares of the Company’s issued and outstanding common stock will automatically be combined into one share of common stock. No fractional shares will be issued as a result of the Reverse Stock Split. Shareholders of record who would otherwise be entitled to receive a fractional share will be entitled to the rounding up of the fractional share to the nearest whole number.
Beginning with the opening of trading on Tuesday, June 18, 2024, the Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “FORD” on a split-adjusted basis under the new CUSIP number, 349862409.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Forward Industries, Inc. |
| 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: June 20, 2024 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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