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Forward Announces 1-For-10 Reverse Stock Split Effective June 18, 2024

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Forward Industries (NASDAQ: FORD) announced a 1-for-10 reverse stock split effective June 18, 2024. This move is aimed at complying with Nasdaq's $1.00 minimum bid price requirement. Shareholders approved the split on June 10, 2024, and the company's board selected the 1-for-10 ratio. The stock will begin trading on a split-adjusted basis on June 18, 2024, with a new CUSIP number 349862 409. The reverse split will consolidate every ten shares into one while maintaining the overall shareholder equity percentage except for rounding adjustments. No fractional shares will be issued; they will be rounded up to the nearest whole share. The transfer agent, Equiniti Stock Transfer, will manage the exchange process.

Positive
  • The reverse stock split aims to meet Nasdaq's $1.00 minimum bid price requirement, potentially preventing delisting.
  • Shareholders approved the proposal, showing investor support with no immediate impact on individual equity percentages apart from share rounding.
  • The new CUSIP number and adjusted trading basis may draw attention from new investors and analysts.
Negative
  • There is no guarantee that the company will maintain the $1.00 minimum bid price long-term, risking future Nasdaq compliance issues.
  • The reverse stock split could be perceived as a signal of underlying financial instability or low stock performance.
  • Investors might be wary of the consolidation leading to reduced liquidity and higher volatility in stock trading.

Insights

A 1-for-10 reverse stock split means every ten shares of Forward Industries' common stock will be combined into one share. This maneuver primarily aims to comply with Nasdaq's $1.00 minimum bid price requirement, potentially avoiding delisting. A reverse stock split doesn’t alter the company’s market cap—the total value remains the same, but the number of shares decreases, making each share more valuable.

Key implications:

  • Share prices rise, but the share count drop doesn't impact shareholder value directly.
  • Short-term: This could attract investors focused on higher-priced stocks. However, such splits can signal financial distress, potentially leading to volatility and speculative trading.
  • Long-term: If the reverse split succeeds in maintaining Nasdaq compliance, it could stabilize the stock price. But the underlying business performance needs improvement to sustain investor confidence.

Potential downside: Without substantial improvements in the company’s financial health and operations, the reverse split might be a temporary fix, not a long-term solution. Investors should watch subsequent financial results and any strategic business changes closely.

Market reaction to reverse stock splits can vary. Historically, these actions are often seen in struggling companies aiming to avoid delisting or improve market perception. For Forward Industries, it's important to gauge investor sentiment post-split. Investors usually see reverse splits as a red flag indicating potential financial troubles.

Important considerations:

  • Market Perception: The reverse split might temporarily boost the stock price, but the underlying issues must be addressed to maintain long-term investor trust.
  • Trading Behavior: Post-split, stocks often exhibit increased volatility as traders react to the new price levels. Some might speculate on short-term gains, increasing trading volume.

Investor Tips: Monitor trading volume and price movements closely after the split. Evaluate Forward Industries’ strategic plans and financial health to decide on long-term investments. Consider the company’s ability to meet the Nasdaq’s minimum bid price over an extended period as an indicator of potential recovery.

HAUPPAUGE, N.Y., June 14, 2024 (GLOBE NEWSWIRE) -- Forward Industries, Inc. (NASDAQ: FORD) (“Forward” or the “Company”), a global design, sourcing, and distribution company serving top tier medical and technology customers, announced today that it will effect a 1-for-10 reverse stock split (“Reverse Stock Split”) of its common stock, par value $0.01 per share (“Common Stock”), that will become effective on June 18, 2024, at 12:01 a.m., Eastern Time. Forward’s Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “FORD” and will begin trading on a split-adjusted basis when the market opens on June 18, 2024. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 349862 409.

At the Company’s special meeting of Shareholders held on June 10, 2024, the Company’s shareholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock at a ratio within the range of 1-for-3 to 1-for-10. The Company’s board of directors approved a 1-for-10 reverse split ratio, and the Company will file a Certificate of Amendment to its Restated Certificate of Incorporation to effect the Reverse Stock Split effective June 18, 2024.

The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement to maintain its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement for a period of time sufficient to regain compliance with Nasdaq listing requirements.

The 1-for-10 reverse stock split will automatically combine and convert ten current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments may be made to outstanding equity awards, warrants and convertible notes, and certain existing agreements pursuant to their terms. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock, or any series of preferred stock.

No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).

The Company’s transfer agent, Equiniti Stock Transfer, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust, or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split.

About: Forward (NASDAQ: FORD) is a New York-based global design, sourcing and distribution company serving top tier medical and technology customers worldwide.

For more information, contact:        
Kathleen Weisberg, CFO, Forward Industries, Inc.                
(631) 547-3055, kweisberg@forwardindustries.com


FAQ

What is the effective date for Forward Industries' 1-for-10 reverse stock split?

The effective date for the 1-for-10 reverse stock split is June 18, 2024.

Why is Forward Industries conducting a reverse stock split?

Forward Industries is conducting a reverse stock split to meet Nasdaq's $1.00 minimum bid price requirement.

How will the 1-for-10 reverse stock split affect existing shares of FORD?

The 1-for-10 reverse stock split will combine every ten shares into one, adjusting equity awards, warrants, and notes proportionally.

What will be the new CUSIP number for Forward Industries' common stock after the reverse stock split?

The new CUSIP number for Forward Industries' common stock will be 349862 409.

Will shareholders need to take any action regarding the reverse stock split?

No action is required from shareholders; positions will be automatically adjusted by brokers or the transfer agent.

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