Forward Industries Inc
For the period ended Jun 10, 2024. Filed Apr 17, 2024.
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Jun 10, 2024 · Filed Apr 17, 2024
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Contents
Principal Effects of the Reverse Split
The Reverse Split, if implemented, will have the following principal effects:
| · | the number of shares of our common stock held by individual stockholders will decrease based on the ratio, and the number of stockholders who own “round lots” of at least 100 shares of will decrease; and |
| · | the number of shares of common stock issuable upon exercise of outstanding stock options and warrants or conversion of outstanding convertible securities (if any) and the exercise price of such outstanding options and warrants and the conversion price of such outstanding convertible securities (if any), will be adjusted in accordance with their respective terms based on the ratio at which the Reverse Split is effected; and |
| · | the total number of outstanding shares of common stock shall be reduced by a factor based on the ratio of the Reverse Split. |
The following table shows the approximate number of shares of our common stock outstanding both before the Reverse Stock Split and after the Reverse Stock Split:
| Shares of Common Stock Outstanding Before the Reverse Stock Split | Shares of Common Stock Outstanding After 1-for-3 Reverse Stock Split | Shares of Common Stock Outstanding After 1-for-10 Reverse Stock Split |
|---|---|---|
| 10,061,185 | 3,353,728 | 1,006,118 |
If the Reverse Stock Split is between the two numbers in the table above, the number of outstanding shares will be proportionately reduced or increased, as applicable. Shareholders should note that the authorized shares of the Company’s common stock will remain at 40,000,000 shares regardless of the ratio.
Shares of common stock after the Reverse Split will be fully paid and non-assessable. The amendment will not change any of the other terms of our common stock. Following the Reverse Split, the shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the shares of common stock prior to the Reverse Split. Following the Reverse Split, we will continue to be subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”).
Because the authorized common stock will not be reduced at the same ratio as the Reverse Split ratio, the Reverse Split will have an overall effect of increasing the authorized but unissued shares of common stock. These shares may be issued by our Board in its sole discretion. See “Anti-Takeover Effects of the Reverse Split” below. Any future issuance will have the effect of diluting the percentage of stock ownership and voting rights of the present holders of our common stock.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.