UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
Commission file number 001-34780
FORWARD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| New York | 13-1950672 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 477 S. Rosemary Ave., Suite 219, West Palm Beach, FL | 33401 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 465-0030
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 | FORD | The Nasdaq Stock Market (The Nasdaq Capital Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x | Smaller reporting company x | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by checkmark 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 9,533,851 shares as of June 22, 2020.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q of Forward Industries, Inc. (the “Company”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2020 (the “Quarterly Report”) is to add this Explanatory Note regarding our reliance on SEC Release No. 34-88465 (the “SEC Order”) issued by the SEC on March 25, 2020, under Section 36 of the Securities Exchange Act of 1934 (the “Exchange Act”), in connection with the filing of the Quarterly Report. The SEC Order provided conditional relief to public companies that were unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak by extending, subject to the conditions of the SEC Order, the filing deadline by up to 45 days for certain Exchange Act reports due on or before July 1, 2020.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2020, the Company decided to rely on the relief provided by the SEC Order to extend the filing of the Quarterly Report due to circumstances related to the COVID-19 pandemic including the closing of the Company’s New York location and transition of the Company’s staff to working remotely.
No other changes have been made to the Quarterly Report, except that Part II, Item 6 of the Quarterly Report is also being amended to refer to the updated Exhibit Index that is included herein for the purpose of including abbreviated officer certifications that are being filed herewith. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
This Form 10-Q/A speaks as of the original filing date of the Quarterly Report and has not been updated to reflect events occurring after the original filing date.
| 1 |
PART II – OTHER INFORMATION
| ITEM 6. | EXHIBITS |
The exhibits listed in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Form 10-Q.
| Incorporated by Reference | ||||||
| Exhibit No. | Exhibit Description | Form | Date | Number | Filed or Furnished Herewith | |
| 31.1 | Certification of Principal Executive Officer (Section 302) | Filed | ||||
| 31.2 | Certification of Principal Financial Officer (Section 302) | Filed | ||||
| 2 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 22, 2020
| FORWARD INDUSTRIES, INC. | |
| By: /s/ Terence Wise | |
| Terence Wise | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| By: /s/ Anthony Camarda | |
| Anthony Camarda | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
| 3 |
EXHIBIT INDEX
| Incorporated by Reference | ||||||
| Exhibit No. | Exhibit Description | Form | Date | Number | Filed or Furnished Herewith | |
| 31.1 | Certification of Principal Executive Officer (Section 302) | Filed | ||||
| 31.2 | Certification of Principal Financial Officer (Section 302) | Filed | ||||
| 4 |
