Forward Industries, Inc.
For the period ended Sep 30, 2025. Filed Dec 11, 2025.
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FY2025 · Filed Dec 11, 2025
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 11, 2025
FORWARD INDUSTRIES, INC.
By: /s/ Michael Pruitt Michael Pruitt Interim Chief Executive Officer (Principal Executive Officer)
In accordance with the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| December 11, 2025 | /s/ Michael Pruitt Michael Pruitt Chief Executive Officer (Principal Executive Officer) and Director |
|---|---|
| December 11, 2025 | /s/ Kathleen Weisberg Kathleen Weisberg Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| December 11, 2025 | /s/ Pyahm (Kyle) Samani |
| Pyahm (Kyle) Samani | |
| Chairman of the Board of Directors | |
| December 11, 2025 | /s/ Sangita Shah Sangita Shah Director |
| December 11, 2025 | /s/ Keith Johnson |
| Keith Johnson Director |
EXHIBIT INDEX
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · Date · Number · Filed or Furnished Herewith | ||||
| 2.1 | Stock Purchase Agreement, dated January 18, 2018 - Intelligent Product Solutions, Inc.+ | 8-K | 1/18/18 | 2.1 |
| 2.2 | Asset Purchase Agreement, dated August 17, 2020 - Kablooe, Inc.+ | 8-K | 8/17/20 | 2.1 |
| 3.1 | Restated Certificate of Incorporation | 10-K | 12/8/10 | 3(i) |
| 3.2 | Certificate of Amendment of the Certificate of Incorporation – Series A Participating Preferred Stock | 8-K | 4/26/13 | 3.1 |
| 3.3 | Certificate of Amendment of the Certificate of Incorporation – 6% Senior Convertible Preferred Stock | 8-K | 7/3/13 | 3.1 |
| 3.4 | Certificate of Amendment of the Certificate of Incorporation – Reverse Stock Split | 8-K | 6/20/24 | 3.1 |
| 3.5 | Certificate of Amendment of the Certificate of Incorporation – Series A-1 Convertible Preferred Stock | 8-K | 7/8/24 | 4.1 |
| 3.6 | Certificate of Amendment of the Certificate of Incorporation – Increasing the Authorized Series A-1 | 8-K | 10/4/24 | 4.1 |
| 3.7 | Certificate of Amendment of the Certificate of Incorporation – Increasing the Authorized Series A-1 | 8-K | 3/17/25 | 4.1 |
| 3.8 | Certificate of Amendment of the Certificate of Incorporation – Series B | S-1 | 6/10/25 | 3.7 |
| 3.9 | Certificate of Amendment to the Certificate of Incorporation – Increasing the Authorized Shares of Common Stock | 8-K | 9/8/25 | 3.1 |
| 3.10 | Third Amended and Restated Bylaws, as of May 28, 2014 | 10-K | 12/10/14 | 3(ii) |
| 3.10(a) | Amendment No. 1 to the Third Amended and Restated Bylaws | 8-K | 6/18/25 | 3.1 |
| 4.1 | Description of securities registered under Section 12 of the Exchange Act of 1934 | 10-K | 12/27/19 | 4.1 |
| 4.2 | Promissory Note, dated January 18, 2018 – Forward Industries (Asia-Pacific) Corporation (as amended and restated) | 10-K | 12/27/24 | 4.2 |
| 4.3 | Form of Pre-Funded Warrant– PIPE Offering | 8-K | 9/8/25 | 4.1 |
| 10.1 | 2011 Long-Term Incentive Plan, as amended* | 10-Q | 2/14/19 | 4.3 |
| 10.2 | 2021 Equity Incentive Plan* | 8-K | 12/23/20 | 4.1 |
| 10.2(a) | Amendment to the 2021 Equity Incentive Plan* | S-8 | 9/18/25 | 4.2 |
| 10.3 | Employment Agreement, dated September 10, 2025 – Michael Pruitt* | 8-K | 10/31/25 | 10.1 |
| 10.4 | Employment Agreement, dated July 1, 2023 – Kathleen Weisberg* | 8-K | 6/30/23 | 10.1 |
| 10.4(a) | Amendment No. 1 to Employment Agreement – Kathleen Weisberg* | 8-K | 8/12/25 | 10.1 |
| 10.5 | Employment Agreement, dated January 18, 2018 - Robert Wild* | 10-K | 12/16/22 | 10.12 |
| 10.6 | Employment Agreement, dated August 17, 2020 – Tom KraMer* | 10-K | 12/16/22 | 10.13 |
| 10.7 | Summary of Employment Arrangement - Terence Wise* | 10-K | 12/21/23 | 10.4 |
| 10.8 | Separation Agreement, dated May 16, 2025, by and between Forward Industries, Inc. and Terence Wise | 8-K | 5/22/25 | 10.2 |
| 10.9 | Transaction Agreement, dated May 16, 2025, by and among Forward Industries, Inc., Forward Industries (IN), Inc. and Forward Industries (Asia-Pacific) Corporation | 8-K | 5/22/25 | 10.1 |
| 10.10 | Consultancy Agreement, dated March 1, 2022 - Justwise Group Ltd. | 10-Q | 5/12/22 | 10.1 |
| 10.11 | Consultancy Agreement, dated September 1, 2022 - Justwise Group Ltd. | 10-K | 12/16/22 | 10.11 |
| 10.12 | Extension to the Consultancy Agreement – Justwise Group Ltd. | 8-K | 11/8/23 | 10.4 |
| 10.13 | Promissory Note, dated January 18, 2028 (as amended and extended through December 31, 2025), issued to Forward Industries (Asia-Pacific) Corporation | 8-K | 5/22/25 | 10.3 |
| 10.14 | Buying Agency and Supply Agreement, dated November 2, 2023 – Forward Industries (Asia-Pacific) Corporation+ | 8-K | 11/8/23 | 10.1 |
| 10.15 | Amendment to the Buying Agency and Supply Agreement - November 2024 | 8-K | 11/18/24 | 10.1 |
| 10.16 | Deferred Payment Agreement - Forward Industries (Asia – Pacific) Corporation | 8-K | 11/8/23 | 10.2 |
| 10.17 | Account Payables Conversion Agreement - Forward Industries (Asia- Pacific) Corporation – July 2024 | 8-K | 7/8/24 | 10.1 |
| 10.18 | Account Payables Conversion Agreement - Forward Industries (Asia- Pacific) Corporation – October 2024 | 8-K | 10/4/24 | 10.1 |
| 10.19 | Account Payables Conversion Agreement - Forward Industries (Asia- Pacific) Corporation – February 2025 | 8-K | 2/13/25 | 10.1 |
| 10.20 | Account Payables Conversion Agreement - Forward Industries (Asia- Pacific) Corporation – March 2025 Series A-1 | 8-K | 3/24/25 | 10.1 |
| 10.21 | Securities Purchase Agreement (ELOC), dated May 16, 2025, by and between Forward Industries, Inc. and C/M Capital Master Fund, LP | 8-K | 5/22/25 | 10.4 |
| 10.22 | Registration Rights Agreement (ELOC), dated May 16, 2025, by and between Forward Industries, Inc. and C/M Capital Master Fund, LP | 8-K | 5/22/25 | 10.5 |
| 10.23 | Preferred Stock Purchase Agreement, dated May 23, 2025 – Series B Convertible Preferred Stock | S-1 | 6/10/25 | 10.20 |
| 10.24 | Registration Rights Agreement, dated May 23, 2025 – Series B Convertible Preferred Stock | S-1 | 6/10/25 | 10.21 |
| 10.25 | Form of Warrant, dated May 23, 2025 – Series B Offering | S-1 | 6/10/25 | 10.22 |
| 10.26 | Form of Subscription Agreement – August 2025 Registered Direct Offering | 8-K | 8/11/25 | 10.1 |
| 10.27 | Form of Securities Purchase Agreement, dated September 6, 2025 – PIPE Offering+ | 8-K | 9/8/25 | 10.1 |
| 10.28 | Form of Registration Rights Agreement, dated September 6, 2025 – PIPE Offering | 8-K | 9/8/25 | 10.2 |
| 10.29 | Form of Waiver and Consent, dated October 10, 2025 – RRA Extension | 8-K | 10/10/25 | 10.1 |
| 10.30 | Strategic Advisor and Lead Investor Agreement, dated September 6, 2025, by and between Forward Industries, Inc. and Galaxy Digital LP | 8-K | 9/8/25 | 10.3 |
| 10.31 | Lead Investor Agreement, dated September 6, 2025, by and among Forward Industries, Inc., J Digital 6 Cayman Ltd. and Multicoin Capital Master Fund, LP | 8-K | 9/8/25 | 10.4 |
| 10.32 | Form of Waiver and Leak-Out Agreement – Series B Holders | 8-K | 9/8/25 | 10.5 |
| 10.33 | Asset Management Agreement, dated September 10, 2025, by and between Forward Industries, Inc. and Galaxy Digital Capital Management LP+ | 8-K | 9/11/25 | 10.1 |
| 10.34 | Services Agreement, dated September 10, 2025, by and between Forward Industries, Inc. and Galaxy Digital LP+ | 8-K | 9/11/25 | 10.2 | |
| 16.1 | Letter from CohnReznick LLP | 8-K | 3/31/25 | 16.1 | |
| 19.1 | Insider Trading Policy | 10-K | 12/27/24 | 19.1 | |
| 21.1 | List of Subsidiaries | Filed | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm CBIZ CPAs PC | Filed | |||
| 23.2 | Consent of Independent Registered Public Accounting Firm CohnReznick LLP | Filed | |||
| 31.1 | CEO Certification (302) | Filed | |||
| 31.2 | CFO Certification (302) | Filed | |||
| 32.1 | CEO and CFO Certifications (906) | Furnished | |||
| 97 | Clawback Policy | 10-K | 12/27/24 | 97 | |
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | Filed | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
- Management compensatory agreement or arrangement.
- Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
Copies of this filing (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Forward Industries, Inc. 700 Veterans Memorial Hwy, Suite 100, Hauppauge, NY 11788; Attention: Corporate Secretary.
| Page | |
| Reports of Independent Registered Public Accounting Firms (PCAOB #199 and #596) | F-2 |
|---|---|
| Consolidated Balance Sheets at September 30, 2025 and 2024 | F-5 |
| Consolidated Statements of Operations for the Years Ended September 30, 2025 and 2024 | F-6 |
| Consolidated Statements of Shareholders' Equity for the Years Ended September 30, 2025 and 2024 | F-7 |
| Consolidated Statements of Cash Flows for the Years Ended September 30, 2025 and 2024 | F-8 |
| Notes to Consolidated Financial Statements | F-9 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.