Private Placement, Corporate Action (Form 8-K)

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

Item 3.03. Material Modification to Rights of Security Holders.

On March 3, 2026, Forward Industries, Inc. (the "Company") held its Annual Meeting of Shareholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, the shareholders of the Company approved the reincorporation of the Company from the State of New York to the State of Texas by merger (the "Reincorporation") pursuant to an agreement and plan of merger (the "Plan of Merger"), as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 26, 2026 (the "Proxy Statement").

On March 4, 2026, the Company entered into the Plan of Merger and filed (i) a certificate of merger with the Secretary of State of the State of Texas and (ii) a certificate of merger with the Department of State of the State of New York, pursuant to which the Reincorporation became effective on March 5, 2026 at 12:01 a.m. Central Time (the "Effective Time"). At the Effective Time:

The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the transaction costs related to the Reincorporation). The Reincorporation did not adversely affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under such material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation.

At the Effective Time, each outstanding share of common stock, $0.01 par value per share, of the New York corporation (the "New York Corporation Common Stock") automatically converted into one outstanding share of common stock, $0.01 par value per share, of the Texas corporation (the "Texas Corporation Common Stock"). Shareholders do not need to exchange their existing stock certificates or book entry entitlements for new stock certificates or book entry entitlements, respectively.

At the Effective Time, each outstanding warrant, stock option, performance-based stock option, restricted stock unit, performance restricted stock unit, restricted stock, equity or equity-based award, or other right to acquire, or any instrument to convert into or exchange for, or that was based on the value of, the New York Corporation Common Stock or other equity securities of the Company became a warrant, stock option, performance-based stock option, restricted stock unit, performance restricted stock unit, restricted stock, equity or equity-based award or other right to acquire, or instrument to convert into or exchange for, or that is based on the value of, the same amount of Texas Corporation Common Stock or other equity securities of the Company, respectively, under the same terms and conditions.

The Texas Corporation Common Stock continues to be traded on the Nasdaq Capital Market under the symbol "FWDI."

Certain rights of the Company's shareholders changed as a result of the Reincorporation. A more detailed description of the Plan of Merger, Texas Charter, Texas Bylaws, and the effects of the Reincorporation is set forth in the Proxy Statement under "Proposal 6. Reincorporation," which description is incorporated herein by reference. Copies of the Plan of Merger, the Texas Charter and the Texas Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.