Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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) Ne ...

Group 1 - The upcoming Annual Shareholders Meeting for Forward Industries, Inc. is scheduled for August 8, 2025, with a voting deadline of August 7, 2025, at 11:59 p.m. Eastern Time [1] - Important proposals for shareholder vote include the reincorporation of the Company from New York to Nevada, which the Board of Directors recommends voting FOR [2][3] - The Board believes that the reincorporation will enhance corporate governance and provide more modern, flexible corporate laws, and a majority vote of outstanding shares is required for approval [3] Group 2 - Shareholders are encouraged to read the proxy statement in its entirety before making voting decisions, as it contains crucial information regarding the proposals [4] - Record holders as of June 18, 2025, can vote their shares in advance through the provided online platform [5]

Group 1 - Multi-platinum Curb Records artist Dylan Scott has been named the newest national ambassador for Ford Trucks, highlighting a strategic partnership between the music and automotive industries [1][2] - Ford's Director of Integrated Marketing, Michael Cope, emphasized the alignment between Scott's persona and the brand's image, noting that both are built tough and exceed expectations [2] - Scott's upcoming third studio album, "Easy Does It," will be released on May 30, featuring 11 tracks that explore themes of heartbreak and love, reflecting his personal growth and appreciation for life [2] Group 2 - The collaboration with Scott is expected to enhance Ford's brand visibility and connect with a younger audience through music and lifestyle marketing [2] - Scott's personal history with Ford, having purchased his first vehicle from the brand in high school, adds authenticity to the partnership and resonates with the target demographic [2] - The album's themes and Scott's grounded approach may further strengthen his appeal as a relatable ambassador for Ford Trucks [2]

Financial Performance - Revenues for the three months ended March 31, 2025, were $3,123,000, a decrease of 38.4% compared to $5,071,000 for the same period in 2024[102] - Gross profit for the 2025 Quarter was a loss of $179,000, compared to a profit of $1,329,000 in the 2024 Quarter, representing a decline of 113.5%[102] - Loss from continuing operations increased to $1,822,000 in the 2025 Quarter, compared to a loss of $627,000 in the 2024 Quarter, marking a 190.6% increase[107] - For the six months ended March 31, 2025, revenues were $7,747,000, down 24.1% from $10,213,000 in the same period in 2024[108] - The company incurred a goodwill impairment charge of $225,000 in the 2025 Period, which was not present in the 2024 Period[108] - The company generated a loss from continuing operations of $2,720,000 in the 2025 Period compared to a loss of $992,000 in the 2024 Period, with basic and diluted loss per share from continuing operations at $2.47 and $0.90, respectively[114] - The company had an accumulated deficit of $21,797,000 and a net loss of $2,160,000 for the six months ended March 31, 2025[119] Revenue Decline Factors - The decline in revenues is primarily attributed to the loss of a major customer in December 2024, which is expected to continue impacting revenues in fiscal 2025[103] - Revenue from the largest design customer, which represented over 30% of consolidated net revenues in fiscal 2024, is expected to cause a material decrease in revenues in fiscal 2025[120] Cost Management - Sales and marketing expenses decreased to $148,000 in the 2025 Quarter, down 28.2% from $206,000 in the 2024 Quarter[102] - General and administrative expenses decreased to $1,495,000 in the 2025 Quarter, a reduction of 14.3% from $1,744,000 in the 2024 Quarter[102] Gross Margin and Profitability - The gross profit margin declined from 26.2% in the 2024 Quarter to (5.7%) in the 2025 Quarter, driven by lower staff utilization rates[104] - Gross margin decreased from 27.1% in the 2024 Period to 12.3% in the 2025 Period, primarily due to lower staff utilization rates, partially offset by an increase in the average bill rate[110] Working Capital and Cash Flow - Working capital decreased to $2,784,000 at March 31, 2025, down from $4,663,000 at September 30, 2024, primarily due to lower cash and accounts receivable balances[115] - Cash used in operating activities was $972,000 during the 2025 Period, resulting from a net loss of $2,160,000 and a decrease in accounts receivable of $912,000[123] - Cash used in investing activities was $7,000 in the 2025 Quarter, primarily for purchases of property and equipment[125] Strategic Initiatives - The company plans to sell its OEM segment, which is classified as assets and liabilities held for sale as of March 31, 2025[92] - The company is in preliminary discussions regarding a potential sale of equity securities and establishment of an equity line of credit facility with an institutional investor[118] Debt and Financial Obligations - Forward China holds a $1,600,000 promissory note, with an outstanding balance reduced to $600,000 following principal payments totaling $1,000,000 made through March 31, 2025[116]

Core Insights - Intelligent Product Solutions (IPS) has joined Zebra Technologies' PartnerConnect program as a Registered Alliance Partner, focusing on software solutions development and systems integration [1][2][3] - The partnership provides IPS with access to Zebra's innovative portfolio, training, and marketing benefits, enhancing collaboration opportunities within the Zebra ecosystem [2][3] Company Overview - IPS is a subsidiary of Forward Industries and is recognized for its expertise in product design and engineering, particularly in MedTech and wearable technology [4] - The company serves leading brands in consumer electronics and medical devices, including Neuvotion, Google, Verizon, and Zebra Technologies [4]

Core Insights - Intelligent Product Solutions (IPS) has joined Zebra Technologies' PartnerConnect program as a Registered Alliance Partner, focusing on software solutions development and systems integration [1][2][3] - The partnership provides IPS with access to Zebra's innovative portfolio, training, and marketing benefits, enhancing collaboration within the Zebra ecosystem [2][3] - The PartnerConnect program aims to support various partners, including distributors and independent software vendors, to meet market demands and foster growth [3] Company Overview - IPS is a subsidiary of Forward Industries and specializes in product design and engineering, particularly in MedTech and wearable technology [4] - The company serves leading brands in consumer electronics and medical devices, including Neuvotion, Google, Verizon, and Zebra Technologies [4]

Core Insights - Intelligent Product Solutions (IPS) has joined Zebra Technologies' PartnerConnect program as a Registered Alliance Partner, focusing on software solutions development and systems integration [1][2][3] - The partnership provides IPS with access to Zebra's innovative portfolio, training, and marketing benefits, enhancing collaboration opportunities within the Zebra ecosystem [2][3] Company Overview - IPS is a subsidiary of Forward Industries (NASDAQ: FORD) and specializes in product design and engineering, particularly in MedTech and wearable technology [4] - The company serves leading brands in consumer electronics and medical devices, including Neuvotion, Google, Verizon, and Zebra Technologies [4]

Financial Performance - Consolidated net revenues for the 2025 Quarter were $6,616,000, a decrease of $536,000 or 7.5% compared to the 2024 Quarter [103]. - The OEM distribution segment generated revenues of $1,991,000, down $19,000 or 0.9% from the previous year, while the design segment saw a decline of $517,000 [112]. - Gross profit decreased to $1,501,000 in the 2025 Quarter, reflecting a gross margin of 22.7%, slightly down from 23.0% in the 2024 Quarter [103]. - The loss from continuing operations was $708,000 in the 2025 Quarter, compared to a loss of $381,000 in the 2024 Quarter, resulting in a basic and diluted loss per share of $0.64 [110]. - The company reported an accumulated deficit of $20,345,000 and a net loss of $708,000 for the three months ended December 31, 2024 [124]. Segment Performance - Revenues from diabetic products in the OEM distribution segment increased by $192,000 or 13.5% to $1,616,000, representing 81% of net revenues for the segment [114][116]. - Operating income for the OEM distribution segment improved to $223,000, with an operating income margin of 11.2%, up from 2.0% in the 2024 Quarter [119]. - The design segment experienced a decrease in net revenues, primarily due to a decline of approximately $470,000 from one customer and a net decrease in project volume, partially offset by new customer projects [120]. - Operating income for the design segment decreased, with the operating income margin dropping from 5.2% in Q4 2024 to (5.6%) in Q1 2025, driven by a decline in billable project hours and a goodwill impairment charge [121]. Expenses and Cash Flow - Sales and marketing expenses decreased by $64,000 or 17.3% to $305,000, primarily due to lower personnel costs [106]. - General and administrative expenses increased by $25,000 or 1.5% to $1,679,000, driven by higher corporate professional fees [107]. - Cash used in operating activities during Q1 2025 was $410,000, resulting from a net loss of $708,000 and various changes in working capital components [128]. - Cash used in investing activities was $5,000 in Q1 2025, down from $20,000 in Q1 2024, primarily for purchases of property and equipment [130]. - Cash used in financing activities in Q1 2024 included principal payments of $250,000 on the promissory note held by Forward China [131]. Goodwill and Future Outlook - A goodwill impairment charge of $225,000 was recorded in the 2025 Quarter due to the loss of a significant customer, which represented approximately 25.2% of consolidated net revenues in fiscal 2024 [99]. - The company expects to continue monitoring goodwill for impairment in future periods due to changes in economic and market conditions [101]. - Revenue from the largest design customer, which represented approximately 25.2% of consolidated net revenues in fiscal 2024, is expected to decline significantly starting in Q2 2025 due to the discontinuation of their insulin patch pump program [125]. - The company has substantial doubt about its ability to continue as a going concern for the next 12 months due to forecasted cash flows [125]. - The company may require additional capital for strategic acquisitions or investments, with no assurance of raising funds on acceptable terms [126]. Working Capital - As of December 31, 2024, the working capital deficit was $162,000, a decrease from a working capital of $273,000 at September 30, 2024, primarily due to lower cash and accounts receivable balances [122].

Group 1 - Intelligent Product Solutions (IPS) received a New York Product Design award for its design work on the EON Laser, a touch-free and pain-free fat reduction device by Dominion Aesthetic Technologies [1][3] - The EON Laser is recognized for its innovative technology in subcutaneous fat reduction, offering a non-invasive alternative to liposuction and other surgical interventions [3][4] - The EON Laser utilizes laser energy to raise the temperature of subcutaneous fat, triggering lipolysis while cooling the skin, resulting in a pain-free treatment option with no recovery time [3] Group 2 - The New York Product Design awards celebrate the contributions of product designers and manufacturers globally, highlighting their impact on daily living through practical and ingenious creations [2] - Intelligent Product Solutions is a subsidiary of Forward Industries and specializes in product design and engineering services, particularly in medtech and wearable technology [4]

Core Insights - Intelligent Product Solutions (IPS) has announced the promotion of Bob Wild to Chief Executive Officer (CEO), with Paul Severino continuing as President [1] - Bob Wild has been with IPS since 2011 and has played a significant role in developing innovative connected and wearable products, as well as medical devices [2] - IPS, founded in 2007, has grown to over one hundred employees and specializes in product design and engineering services, particularly in medtech and wearable technology [5] Company Leadership - Bob Wild's previous roles at IPS include Chief Operating Officer (COO), Senior Vice President, and Vice President of Electrical, Software, Systems Engineering & Information Technology [2] - Paul Severino, the former CEO and Co-founder, expressed confidence in Wild's leadership abilities and contributions to the firm [4] - Wild holds multiple degrees, including an MBA in Accounting and Finance, a Master's in Electrical Engineering, and a Bachelor's in Electrical and Systems Engineering [4] Company Background - IPS is a subsidiary of Forward Industries (NASDAQ: FORD) and is recognized for its award-winning product design and development services [1][5] - The company serves leading brands in consumer electronics and medical devices, including Neuvotion, Google, Verizon, Zebra Technologies, and Steinway [5] - IPS offers a full range of expert product design and engineering services, emphasizing its expertise in medtech and wearable technology solutions [5]