Forward Industries Inc

For the period ended Aug 8, 2025. Filed Jun 20, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 8, 2025 · Filed Jun 20, 2025

FWDI$5.700.0%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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Forward Industries, Inc.

700 Veterans Memorial Highway, Suite 100

Hauppauge, New York 11788

_________________________

To The Shareholders of Forward Industries, Inc.:

We are pleased to invite you to attend the 2025 Annual Meeting of the Shareholders of Forward Industries, Inc. (the “Annual Meeting”) which will be on August 8, 2025, at 10:00 a.m. Eastern Time. This year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/FWD2025. At the Annual Meeting, our shareholders will be asked:

1.	To elect three members to our Board of Directors.
2.	To ratify the appointment of our independent registered public accounting firm for fiscal year 2025.
3.	To consider and vote upon a proposal to change the Company’s state of incorporation from New York to Nevada by means of a merger of the Company with and into a wholly-owned Nevada subsidiary (the “Reincorporation”), pursuant to the Agreement and Plan of Merger attached as Annex A to this Proxy Statement.
4.	To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock pursuant to that certain securities purchase agreement dated May 16, 2025 (the “ELOC Agreement”) with C/M Capital Master Fund, LP (the “Purchaser”), establishing an equity line of credit pursuant to which the Company may sell shares of common stock to the Purchaser from time to time in its discretion, without giving effect to the exchange cap in the Purchase Agreement (the “Nasdaq 20% Issuance Proposal ELOC”).
5.	To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock pursuant to the conversion of Series B Preferred Stock (the “Series B”) and conversion of warrants issued pursuant to those certain securities purchase agreements dated May 23, 2025 (the “Series B Purchase Agreements”) with C/M Capital Master Fund, LP and WVP-Emerging Manager Onshore Fund, LLC-Structured Small Cap Lending Series (collectively, the “Series B Investors”), without giving effect to the exchange cap in the Series B Purchase Agreements (the “Nasdaq 20% Issuance Proposal Series B”).
6.	To approve an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares of the Company’s common stock available and reserved for issuance thereunder by 300,000 shares for a total of 429,100 shares of common stock (the “2021 Plan Amendment”).
7.	To approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting.
8.	For the transaction of such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Shareholders of record as of the close of business on June 18, 2025 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof. Please see pages 1-6 for additional information regarding accessing the Annual Meeting and how to vote your shares. You do not need to attend the virtual meeting to vote your shares.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the Annual Meeting. You can vote by Internet, by telephone, or by using the enclosed proxy card.

We appreciate your continued confidence in our Company and look forward to your joining us virtually on August 8, 2025.

By the Order of the Board of Directors

/s/ Michael Pruitt

Michael Pruitt

Interim Chief Executive Officer

Dated: June 20, 2025

**Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on August 8, 2025: This Proxy Statement and Form 10-K are available at:**https://www.proxyvote.com

REVIEW THE PROXY STATEMENT AND VOTE IN FOUR WAYS:

VIA THE INTERNET IN ADVANCE Visit www.proxyvote.com.	BY MAIL Sign, date, and return the enclosed proxy card or voting instruction form.
BY TELEPHONE Call the telephone number on your proxy card or voting instruction form.	AT THE MEETING Attend the Annual Meeting virtually. See page 1 for additional details on how to attend.

We urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

TABLE OF CONTENTS

Questions and Answers Regarding the Annual Meeting of Shareholders	1
PROPOSAL 1. ELECTION OF DIRECTORS	7
DIRECTORS AND EXECUTIVE OFFICERS	8
Corporate Governance	10
Committees of the Board of Directors	11
Compensation of Directors	14
Executive Compensation	15
Summary Compensation Table	15
Named Executive Officer Employment Compensation Arrangements/Agreements	16
Outstanding Equity Awards At Fiscal Year-End 2024	18
PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025	22
PROPOSAL 3. REINCORPORATION	25
PROPOSAL 4. NASDAQ 20% ISSUANCE PROPOSAL ELOC	42
PROPOSAL 5. NASDAQ 20% ISSUANCE PROPOSAL SERIES B	45
PROPOSAL 6. AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN	47
PROPOSAL 7. ADJOURNMENT	54
OWNERSHIP OF OUR STOCK	55
OTHER MATTERS	56

Forward Industries, Inc.

700 Veterans Memorial Highway, Suite 100

Hauppauge, New York 11788

(631) 547-3041

2025 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.