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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): June 10, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 10, 2024, Forward Industries, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”) in accordance with the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2024. The voting results are below:

 

Proposal For Against Abstain Broker Non-Votes
To approve an amendment to our Certificate of Incorporation to authorize a reverse stock split of our issued and outstanding shares of common stock at a ratio to be determined in the discretion of our Board of Directors within a range of one-for three through one-for-10 6,448,669 170,317 5,631

(1)

 

(1)Not applicable.

 

As there were sufficient votes to approve proposal 1, proposal 2 was moot and was not presented at the Special Meeting.

 

On the record date, there were 10,061,185 shares of common stock outstanding and a total of 6,624,617 shares were voted. Proposal 1 required the majority of shares of common stock outstanding.

 

The Board of Directors approved a one-for-10 split.

 

 

 

 

 

 

 

 

 

 2 

 

 

 

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 10, 2024 By: /s/ Kathleen Weisberg  
    Name: Kathleen Weisberg  
    Title: Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

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Cover
Jun. 10, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 10, 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
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