FWDI 8-K
Forward Industries, Inc. (FWDI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| The |
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 3.02 Unregistered Sales of Equity Securities.
On August 8, 2025, Forward Industries (Asia-Pacific) Corporation (“FC”) converted 610 shares of Series A-1 Preferred Stock (“Series A-1”) (Stated Value of $610,000) in accordance with the terms of the Series A-1 and was issued 81,333 shares of common stock (based on a conversion price of $7.50 per share) of Forward Industries, Inc. (the “Company”).
The shares of common stock issued upon conversion were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as the transaction constituted an exchange of securities by the Company with an existing security holder and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Following the conversion, the Company had 4,315 shares of Series A-1 outstanding all of which are held by FC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2025, the Company appointed Fred Sklenar as the Chief Executive Officer and President of Kablooe Inc. (“Kablooe”), the Company’s wholly-owned subsidiary, effective August 18, 2025. Mr. Sklenar will receive an annual base salary of $175,000, payable in accordance with the Company’s standard payroll practices, and is eligible to receive a performance bonus of $50,000, subject to (i) his continued employment with the Company through August 18, 2026, and (ii) the achievement of certain performance milestones.
Mr. Tom KraMer, resigned from all of his positions with Kablooe, including his position as Chief Executive Officer and President, effective August 18, 2025.
Mr. Sklenar, 61, has been the Director of Project Plans of Kabloee, Inc. since January 2024. Prior to that, Mr. Sklenar was the Chief Operating Officer of Abstrategy Design, a design firm he founded in 1991.
There are no arrangements or understandings between Mr. Sklenar and any other persons, pursuant to which he was selected as Chief Executive Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Sklenar, and there are no related party transactions involving Mr. Sklenar that would require disclosure under Item 404(a) of Regulation S-K.
On August 11, 2025, the Compensation Committee of the Board of Directors approved an increase in potential severance payable under the Employment Agreement dated July 1, 2023 with Ms. Kathleen Weisberg, the Company's Chief Financial Officer, from six months to eight months of her then-current base salary. The Company and Ms. Weisberg executed Amendment No. 1 to her Employment Agreement, dated August 11, 2025, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 8, 2025, the Company held its 2025 Annual Shareholders’ Meeting and the results of each of the proposals are listed below.
| Proposal | For | Against | Withheld | Abstain | Broker Non-Votes |
| (1) To elect the following directors: | |||||
| Sangita Shah | 521,262 | * | 3,587 | * | 214,063 |
| Sharon Hrynkow | 520,903 | * | 3,946 | * | 214,063 |
| Keith Johnson | 521,939 | * | 2,910 | * | 214,063 |
| (2) To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2025 | 726,250 | 12,303 | * | 359 | * |
| (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, pursuant to the Agreement and Plan of Merger attached as Annex A to this Proxy Statement. | 427,661 | 96,862 | * | 326 | 214,063 |
| (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 with C/M Capital Master Fund, LP, establishing an equity line of credit pursuant to which the Company may sell shares of common stock to C/M Capital Master Fund, LP from time to time in its discretion, without giving effect to the exchange cap in the Purchase Agreement | 514,812 | 9,662 | * | 375 | 214,063 |
| (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 and conversion of warrants issued pursuant to those certain securities purchase agreements dated May 23, 2025 with C/M Capital Master Fund, LP and WVP-Emerging Manager Onshore Fund, LLC-Structured Small Cap Lending Series, without giving effect to the exchange cap in the Series B Purchase Agreements | 514,790 | 9,705 | * | 354 | 214,063 |
| (6) To approve an amendment to the Company’s 2021 Equity Incentive 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 | 458,434 | 65,883 | * | 532 | 214,063 |
| (7) To adjourn the Annual Meeting to a later date and time to solicit additional proxies in favor of one or more proposals submitted to a vote by the stockholders at the Annual Meeting. | 684,933 | 53,069 | * | 910 | * |
* Not applicable.
There were 1,125,998 shares outstanding on the record date of the meeting and a total of 738,912 shares were voted. Proposal 1 required a plurality vote, Proposal 3 required an affirmative vote of the majority of the outstanding shares of common stock and Proposals 2, 4, 5, 6 and 7 required an affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal.
Each of the three nominees for director was elected to serve until the next annual meeting of shareholders. Additionally, Proposals 2, 4, 5, 6 and 7 were approved. Proposal 3 was not approved.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Amendment No. 1 to Employment Agreement dated August 11, 2025 | |
| 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: August 12, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into as of August 11, 2025, by and between Forward Industries, Inc., a New York corporation (the “Company”), and Kathleen Weisberg (“Employee”).
RECITALS
WHEREAS, the Company and Employee entered into that certain Employment Agreement dated as of July 1, 2023 (the “Agreement”); and
WHEREAS, the parties desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amendments to the Agreement. The Agreement is hereby amended as follows:
Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
3. COMPENSATION
| (a) | Salary. The Executive shall be entitled to receive for all services rendered by the Executive in any and all capacities in connection with the Executive’s employment hereunder a salary (as it may be adjusted from time to time, “Salary”) at the rate of $275,000 per annum, payable in equal instalments in accordance with the prevailing practices of the Company (but not less frequently than monthly). |
Section 5(a)(ii) of the Agreement is hereby deleted in its entirety and replaced with the following:
5. TERMINATION BY THE EXECUTIVE FOR GOOD REASON OR TERMINATION
WITHOUT CAUSE
(ii) Salary, at the annualized rate in effect on the date of termination of the Executive’s employment (or, in the event a reduction in Salary is a basis for termination for Good Reason, then the Salary in effect immediately prior to such reduction), equal to eight months of the Executive’s then Salary, which may be increased by the board from time to time, following such termination, payable in a lump sum not later than 15 days following the date the Release in Exhibit I becomes fully effective and nonrevocable by its terms;
| 3. | No Other Amendments. Except as expressly amended by this Amendment, all terms and provisions of the Agreement shall remain in full force and effect. |
| 4. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed effective. |
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IN WITNESS WHEREOF the Company and the Employee have executed this Agreement as of the day and year first above written.
| FORWARD INDUSTRIES, INC. | |
| By: /s/ Michael Pruitt | |
| Michael Pruitt | |
| Interim Chief Executive Officer | |
| EMPLOYEE: | |
| /s/ Kathleen Weisberg | |
| Kathleen Weisberg | |
| Address: _______________________ | |
| _______________________________ | |
| Email: [email protected] | |
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