8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February14, 2023

ForwardIndustries, 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 MemorialHwy. Suite 100

Hauppauge, New York11788

(Address of Principal Executive Office) (Zip Code)

(631)547-3041

(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 2.02. Results of Operations and Financial Condition

On February 14, 2023, Forward Industries, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended December 31, 2022. A copy of such press release is furnished as Exhibit 99.1 to this report.

The information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in Item 2.02 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

99.1	Press Release dated February 14, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: February 14, 2023	By:	/s/ Anthony Camarda
		Name: Anthony Camarda
		Title:   Chief Financial Officer

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Exhibit 99.1

FORIMMEDIATE RELEASE

FORWARDREPORTS FISCAL 2023 FIRST QUARTER RESULTS

Hauppauge, NY – February 14, 2023 – Forward Industries, Inc. (NASDAQ:FORD), a global design, manufacturing, sourcing and distribution group, today announced financial results for its first quarter ended December 31, 2022.

FirstQuarter Fiscal Year 2023 Financial Highlights

·	Revenues were $10.8 million, a decrease<br>of 6.9% from $11.6 million for the first quarter of fiscal year 2022.
·	Gross margin declined to 17.7% compared<br>to 22.5% for the first quarter of fiscal year 2022.
·	Operating loss was $0.5 million<br>compared to operating income of $0.2 million for the first quarter of fiscal year 2022.
·	Net loss was $0.4 million compared<br>to net income of $0.2 million for the first quarter of fiscal year 2022.
·	Basic and diluted (loss)/earnings<br>per share was $(0.04) compared to $0.02 for the first quarter of fiscal year 2022.
·	Cash balance of $2.3 million at<br>December 31, 2022 as compared to $2.6 million at September 30, 2022.

Terry Wise, Chief Executive Officer of Forward Industries, stated “This has clearly been a disappointing quarter and start to the fiscal year. Whilst the design division continued to grow, the legacy and logistical challenges within the retail and the OEM divisions have impacted the group’s performance. We are actively addressing these complex issues, and I am confident that in time these will be reflected in a positive performance.”

The tables below are derived from the Company’s consolidated financial statements included in its Form 10-Q filed on February 14, 2023 with the Securities and Exchange Commission. Please refer to the Form 10-Q for complete financial statements and further information regarding the Company’s results of operations and financial condition relating to the fiscal quarters ended December 31, 2022 and 2021. Please also refer to the Company’s Form 10-K for a discussion of risk factors applicable to the Company and its business.

CautionaryNote Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 including statements regarding our optimism for improved performance in fiscal year 2023. Forward has tried to identify these forward-looking statements by using words such as “may”, “should,” “expect,” “hope,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties and other factors that could cause its actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks include the inability to expand our customer base, loss of additional customers, pricing pressures, lack of success of our sales people, failure to develop products at a profit, failure to commercialize products that we develop, continued supply chain issues, inability of our design division’s customers to pay for our services, unanticipated issues with our affiliated sourcing agent, issues at Chinese factories that we source our products as a result of the pandemic or otherwise, and failure to obtain acceptance of our products. No assurance can be given that the actual results will be consistent with the forward-looking statements. Investors should read carefully the factors described in the “Risk Factors” section of the Company’s filings with the SEC, including the Company’s Form 10-K for the year ended September 30, 2022 for information regarding risk factors that could affect the Company’s results. Except as otherwise required by Federal securities laws, Forward undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

AboutForward Industries

Forward is a global design, manufacturing, sourcing and distribution group serving top tier medical and technology customers worldwide. Through its acquisitions of Intelligent Product Solutions, Inc. and Kablooe Design, Inc., the Company has expanded its ability to design and develop solutions for its existing multinational client base and expand beyond the diabetic product line into a variety of industries with a full spectrum of hardware and software product design and engineering services. In addition to our existing design and distribution of carry and protective solutions, primarily for handheld electronic devices, we are now a one-stop shop for design development and manufacturing solutions serving a wide range of clients in the industrial, commercial, medical and consumer industries.

Formore information, contact:

Anthony Camarda, CFO, Forward Industries, Inc.

(631) 547-3041, acamarda@forwardindustries.com

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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

			September 30,
			2022
Assets
Current assets:
Cash	2,331,806		$	2,575,522
Accounts receivable, net	8,523,079			7,542,666
Inventories, net	4,138,879			3,801,030
Prepaid expenses and other current assets	394,343			417,605
Total current assets	15,388,107			14,336,823
Property and equipment, net	261,917			241,146
Intangible assets, net	1,052,711			1,105,901
Goodwill	1,758,682			1,758,682
Operating lease right of use assets, net	3,328,047			3,427,726
Other assets	68,737			68,737
Total assets	21,858,201		$	20,939,015
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	576,449		$	268,160
Due to Forward China	9,475,932			7,713,880
Deferred income	334,588			438,878
Current portion of earnout consideration	–			25,000
Current portion of operating lease liability	387,222			377,940
Accrued expenses and other current liabilities	694,644			1,153,906
Total current liabilities	11,468,835			9,977,764
Other liabilities:
Note payable to Forward China	1,350,000			1,400,000
Operating lease liability, less current portion	3,149,279			3,249,824
Earnout consideration, less current portion	30,000			45,000
Total other liabilities	4,529,279			4,694,824
Total liabilities	15,998,114			14,672,588
Commitments and contingencies
Shareholders' equity:
Common stock, par value 0.01 per share; 40,000,000 shares authorized;
10,061,185 shares issued and outstanding at December 31, 2022
and September 30, 2022	100,612			100,612
Additional paid-in capital	20,139,646			20,115,711
Accumulated deficit	(14,380,171	)		(13,949,896	)
Total shareholders' equity	5,860,087			6,266,427
Total liabilities and shareholders' equity	21,858,201		$	20,939,015

All values are in US Dollars.

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FORWARD INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended December 31,
	2022			2021
Revenues, net	$	10,809,679		$	11,613,741
Cost of sales		8,890,978			8,994,973
Gross profit		1,918,701			2,618,768
Sales and marketing expenses		690,300			737,677
General and administrative expenses		1,695,278			1,666,877
(Loss)/income from operations		(466,877	)		214,214
Fair value adjustment of earnout consideration		(40,000	)		–
Interest expense		27,958			32,828
Other (income)/expense, net		(24,560	)		1,362
(Loss)/income before income taxes		(430,275	)		180,024
Provision for income taxes		–			–
Net (loss)/income	$	(430,275	)	$	180,024
(Loss)/earnings per share:
Basic	$	(0.04	)	$	0.02
Diluted	$	(0.04	)	$	0.02
Weighted average common shares outstanding:
Basic		10,061,185			10,061,185
Diluted		10,061,185			10,337,113

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