Forward Industries, Inc.

Regulatory Filings • Feb 22, 2021

8-K 1 forward_8k.htm FORM 8-K

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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): February 16, 2021

Forward Industries, 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 Memorial Hwy, Suite 100

Hauppauge, New York 11788

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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. ☐

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 16, 2021, the Board of Directors of Forward Industries, Inc. (the “Company”) approved and ratified the extension of the maturity date of that certain $1.6 million promissory note issued by the Company to Forward Industries (Asia-Pacific) Corporation (“Forward China”) to March 31, 2022. Forward China is an entity which is owned by the Company’s Chairman and Chief Executive Officer.

In connection with the extension, the Company and Forward China entered into an amendment to the Note.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 16, 2021, the Company held its 2021 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:
Terence Wise	5,276,022	*	59,474	*	1,672,405
Sangita Shah	5,273,903	*	61,593	*	1,672,405
Howard Morgan	5,276,881	*	58,615	*	1,672,405
James Ziglar	5,275,673	*	59,823	*	1,672,405
(2) To ratify and approve the Forward Industries, Inc. 2021 Equity Incentive Plan.	4,514,616	783,599	*	37,281	1,672,405
(3) To ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2021.	6,941,917	28,909	*	37,075	*

*** Not applicable.**

There were 9,886,351 shares outstanding on the record date of the meeting and a total of 7,007,901 shares were voted. Proposal 1 required a plurality vote and Proposals 2 and 3 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 four nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Additionally, Proposals 2 and 3 were approved.

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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.

/s/ Anthony Camarda
Name: Anthony Camarda
Title: Chief Financial Officer

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