Forward Industries Inc

Our Board has adopted and submitted for stockholder approval an amendment to our Certificate of Incorporation (our “Certificate”) to authorize a Reverse Split of all outstanding shares of our common stock, if the Board deems that it is in our and our stockholders’ best interests, at a ratio to be determined by the Board in the range of one-for-three through one-for-10. Our Board will have the sole discretion to elect, as it determines what is to be in the best interests of the Company and our stockholders, whether or not to effect a Reverse Split, and if so, at which ratio within the approved range.

In February 2024, at the Company’s annual shareholders’ meeting, shareholders approved a proposal which gave the Board discretion to implement a reverse stock split in a range from one-for-two and one-for-three (the “February 2024 Approved Split”). Out of an abundance of caution, in consultation with its legal counsel and Nasdaq consultant, the Board believes that the range under the February 2024 Approved Split was not significant enough to alleviate the $1.00 per share Nasdaq minimum bid price requirement (described below) and may not be significant enough to cause the Nasdaq Hearing Panel to approve our compliance plan discussed below. If this Proposal 1 is approved and is implemented by the Board, the February 2024 Approved Split, which was not effected, will be voided by the Board.

Our Board believes that approval of a proposal granting this discretion to the Board, rather than approval of an immediate Reverse Split at a specified ratio, would provide the Board with maximum flexibility to react to current market conditions and other factors it deems appropriate and to therefore achieve the purposes of the Reverse Split, if implemented, which is to meet the requirements under our Nasdaq Compliance Plan.