福沃德工业美股招股说明书(2025-11-03版)

Forward Industries, Inc. Common Stock This prospectus supplement relates to the registration of the potential offer and resale of up to 102,848,137 shares of ourcommon stock, par value $0.01 per share (the “common stock”), of Forward Industries, Inc. (the “Company”), held by the sellingshareholders (as defined below). The shares of our common stock being registered for resale were issued to selling shareholders inconnection with the Private Placement (as defined below) and consist of the following: ·76,267,272 shares of common stock sold pursuant to the Securities Purchase Agreement (as defined below) to the sellingshareholders named therein (the “Securities Purchase Agreement Shares”);·12,864,601 shares of common stock issuable upon the exercise of pre-funded warrants to purchase up to 12,864,601 shares ofcommon stock at an exercise price of $0.00001 per share (the “Pre-Funded Warrant Shares”);·8,917,592 shares of common stock issuable upon the exercise of warrants to purchase up to 8,917,592 shares of commonstock at an exercise price of $0.01 per share (the “Lead Investor Warrant Shares”);·4,458,796 shares of common stock issuable upon the exercise of warrants to purchase up to 4,458,796 shares of commonstock at an exercise price of $0.01 per share (the “Advisor Warrant Shares”);·228,765 shares of common stock issued upon the conversion of the Series B Convertible Preferred Stock, $0.01 par value (the“Series B Preferred Stock” and the shares, “the Series B Converted Shares”); and·111,111 shares of common stock issuable upon the exercise of warrants to purchase up to 111,111 shares of common stock atan exercise price of $6.50 per share (the “PS Agreement Warrant Shares”). The Securities Purchase Agreement Shares, Pre-Funded Warrant Shares, Lead Investor Warrant Shares, Advisor WarrantShares, the Series B Converted Shares and the PS Agreement Warrant Shares will herein be referred to as the “Shares.” We issued theShares in reliance upon the exemption from registration afforded by Section 4(a)(2) and Regulation D of the Securities Act of 1933, asamended (the “Securities Act”), and are registering the Shares pursuant to certain registration rights granted to the selling shareholdersunder the registration rights agreement, dated September 6, 2025 (the “Registration Rights Agreement”). For information regarding theselling shareholders, please refer to the section entitled “Selling Shareholders” on page S-13 of this prospectus supplement. The selling shareholders may elect to sell, from time to time, the Shares offered pursuant to this prospectus supplementthrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiatedprices. We will bear all costs, expenses and fees in connection with the registration of the Shares. We are not offering any shares ofcommon stock for sale under this prospectus supplement and we will not receive any proceeds from the selling shareholders’ sale ofthe Shares. For additional information on the possible methods of sale that may be used by the selling shareholders, please refer to thesection entitled “Plan of Distribution” on page S-27 of this prospectus supplement. Shares of our common stock are traded on The Nasdaq Capital Market under the symbol “FORD.” On October 31, 2025, thelast reported sale price of our common stock on The Nasdaq Capital Market was $14.39 per share. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” appearing on page S-11 of this prospectus supplement and elsewhere in this prospectus supplement and the accompanying base prospectus for adiscussion of information that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary isa criminal offense. The date of this prospectus supplement is November 3, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEFORWARD LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESSELLING SHAREHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYSELLING SECURITY HOLDERSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF THE WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITSDESCRIPTION OF THE UNITSCERTAIN PROVISIONS OF NEW YORK LAW AND OF OUR CHARTER AND BYLAWSPLAN OF DISTRIBUTIONINCORPORATION BY REFERENCELEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus is part of an automatic shelf regi