What changed in this filing

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Item 1. Business

2021-12-16 compared with 2020-12-17 · 309 added, 329 removed, 34 unchanged (95% of the section changed)

Forward Industries,

(“Forward”, “we”, “our”

or the “Company”), through its wholly-owned subsidiaries,

Forward Industries (IN), Inc., (“Forward US”), Forward Industries (Switzerland) GmbH, (“Forward Switzerland”),

Forward Industries UK Limited, (“Forward UK”), Intelligent Product Solutions, Inc., (“IPS”), and Kablooe,

Inc., (“Kablooe”), is a fully integrated design, development and manufacturing solution provider for top tier medical

and technology customers worldwide.

The Company has expanded its ability to design and develop solutions for our existing multinational

client base and expand beyond the diabetic product line into a variety of industries with a full spectrum of hardware and software

product design and engineering services.

In addition to our existing design and distribution of carry and protective solutions,

primarily for handheld electronic devices, the Company is now a one-stop shop for design, development and manufacturing solutions

serving a wide range of clients in the industrial, commercial and consumer industries.

The Company’s previous principal customer

market has been original equipment manufacturers, or “OEMs”

(or the contract manufacturing firms of these OEM customers),

that either package our products as accessories “in box”

together with their branded product offerings or sell them

through their retail distribution channels.

The Company’s OEM products include carrying cases and other accessories for medical

monitoring and diagnostic kits and a variety of other portable electronic and non-electronic products (such as sporting and recreational

products, bar code scanners, smartphones, GPS location devices, tablets and firearms).

The Company’s OEM customers are located

(i) the Asia-Pacific region, which we refer to as the “APAC Region”;

(ii) Europe, the Middle East, and Africa,

which we refer to as the “EMEA Region”;

and (iii) the geographic area encompassing North America, Central America and

South America, which we refer to as the “Americas”.

The Company does not manufacture any of its OEM products and sources

substantially all of its OEM products from independent suppliers in China, through Forward Industries Asia-Pacific Corporation,

a British Virgin Islands corporation (“Forward China”).

As a result of the

expansion of the design development capabilities through its wholly-owned subsidiaries, IPS and Kablooe, the Company is now able

to introduce proprietary products to the market from concepts brought to it from a number of different sources, both inside and

outside the Company.

our strategic collaboration and distribution agreements, we have secured a portfolio of smart enabled products which we have begun

distributing to retail outlets in the United States.

The rollout of these products has been delayed by COVID-19 as discussed below.

As a result of this collaboration and other product initiatives, we invested in and began to build out a retail distribution network

responsible for getting products into big box retailers for retail consumption.

This build out is a continuation of our strategy

to be a one-stop shop for product development, manufacture and distribution and represents a significant achievement in completing

the strategic process of taking a product from concept to the consumer.

Through the manufacturer

representative agreements we currently have in place, we expect to gain sales coverage to retailers such as Best Buy, Target, Walmart,

Costco, Amazon, CVS, Walgreens, Staples, Office Depot and many others.

The manufacturer representative model allows us to engage

and support a large sales team and cover a larger territory with a variable cost model as these representatives work on commission

The outbreak of the

COVID-19 virus in China and its subsequent spread throughout the world has impacted our Fiscal 2020 results of operations.

In efforts to contain the virus, authorities have implemented travel restrictions, quarantines, business limitations and shutdowns.

Since the majority of our workforce is based in New York, these restrictions have required substantially all our employees to work

from home for much of Fiscal 2020.

During the third quarter of Fiscal 2020, productivity of our direct labor employees was

reduced, which caused a decline in revenue and gross profit.

As some of these restrictions were relaxed in the fourth quarter of

Fiscal 2020, employees started to return to the office with minimal operational challenges.

Business shutdowns resulting from the

pandemic disrupted our supply chain and the manufacture or shipment of our products and have delayed the rollout of our smart enabled

retail products to big box retail stores, causing our distribution segment revenues in Fiscal 2020 to be less than anticipated.

Additionally, our design segment reported lower revenues as demand for its design and development services were reduced or delayed.

The impact from lower revenue was partially offset by a reduction in certain selling and travel related expenses resulting from

government mandated stay-at-home orders and travel restrictions as well as revenues derived from sales and sourcing of personal

protective equipment.

The pandemic had temporarily impacted our liquidity in Fiscal 2020, as collections of accounts receivable

were somewhat delayed at certain times.

started to open in certain jurisdictions where the virus was considered under control.

However, there continue to be

areas with increased rates of infection that could cause government officials to enact more restrictions on how businesses

The future impacts of the pandemic and any resulting economic impact are largely unknown and could be

It is possible that the pandemic, the measures taken by the governments of countries affected and the resulting

economic impact may negatively impact our results of operations, cash flows and financial position in future periods as well

as that of our customers, including their ability to pay for our services and choosing to allocate their budgets to new or

existing projects which may or may not require our services.

The long-term financial impact on our business cannot be

reasonably estimated at this time.

As a result, the effects of COVID-19 may not be fully reflected in our financial results

until future periods.

Refer to “Part I, Item 1A —

Risk Factors”

in this report for a description of the

material risks that the Company currently faces in connection with COVID-19.

Until there is a

vaccine and treatment that is widely distributed, we expect business conditions to remain challenging.

In response to

these challenges, we will continue to focus on those factors that we can control:

closely managing and controlling our

aligning our design and development schedules with demand in a proactive manner as there are changes in market

conditions to minimize our cash operating costs;

pursuing further improvements in the productivity and effectiveness of our

development, selling and administrative activities and, where appropriate, taking advantage of opportunities to enhance our

business growth and profitability strategy.

Forward Industries, Inc.

(“Forward”, “we”, “our” or the “Company”), through its wholly-owned subsidiaries, Forward

Industries (IN), Inc.

(“Forward US”), Forward Industries (Switzerland) GmbH (“Forward Switzerland”), Forward Industries

UK Limited (“Forward UK”), Intelligent Product Solutions, Inc.

(“IPS”), and Kablooe, Inc.

is a fully integrated design, development and manufacturing solution provider for top tier medical and technology customers worldwide.

We have expanded our ability to design and develop solutions for our existing multinational client base and expand beyond the diabetic

product line into a variety of industries with a full spectrum of hardware and software product design and engineering services.

In addition to our existing design and distribution of carry and protective solutions, primarily for handheld electronic devices, we are

now a one-stop shop for design, development and manufacturing solutions serving a wide range of clients in the industrial, commercial

and consumer industries.

We are now able to introduce proprietary products to the market from concepts brought to us from a number of

different sources, both inside and outside the Company.

The principal customer market

in our distribution line of business has been original equipment manufacturers (“OEMs”) or the contract manufacturing firms

of these OEM customers, that either package our products as accessories “in box” together with their branded product offerings

or sell them through their retail distribution channels.

Our OEM products include carrying cases and other accessories for medical monitoring

and diagnostic kits and a variety of other portable electronic and non-electronic products such as sporting and recreational products,

bar code scanners, smartphones, GPS location devices, tablets and firearms.

Our OEM customers are located in the Asia-Pacific region,

which we refer to as the “APAC Region”, Europe, the Middle East, and Africa, which we refer to as the “EMEA Region”

and the geographic area encompassing North America, Central America and South America, which we refer to as the “Americas”.

In 2019, we invested in and

began to build out a retail distribution network responsible for getting various products into big box retailers for retail consumption.

This build out is a continuation of our strategy to be a one-stop shop for product development, manufacture and distribution solutions

and represents a significant achievement in completing the strategic process of taking a product from concept to the consumer.

of these products has been delayed by COVID-19 as discussed below.

Our retail customers are generally located in the Americas.

As we continued

to expand our retail distribution network in 2020 and 2021, we have been able to sell a variety of products through retailers such as

Best Buy, Wayfair, Walmart, Costco, and Amazon.

The manufacturer representative model allows us to engage and support a large sales team

and cover a larger territory with a variable cost model as these representatives work on commission only.

We do not manufacture any

of our products and source substantially all our products from independent suppliers in China through Forward Industries Asia-Pacific

Corporation, a British Virgin Islands corporation (“Forward China”).

Forward China is owned by the Company’s Chairman

and Chief Executive Officer.

The sale and distribution of products to OEM and retail customers is referred to in this report as our “distribution”

line of business.

We use the term “design” or “design and development” to describe the IPS and Kablooe engineering

services line of business.

The outbreak of the COVID-19

virus continues to impact our results of operations.

While the most significant impact was in Fiscal 2020, the virus continued to impact

our results of operations in Fiscal 2021.

The business shutdowns resulting from the pandemic disrupted our supply chain and the manufacture

or shipment of our products and delayed the rollout of our retail products.

Additionally, demand for our design and development services

was reduced or delayed as a result of the pandemic as certain customers reduced discretionary spending.

While revenues for Fiscal 2021

increased as compared to Fiscal 2020, they were lower than anticipated due in part to the impact of COVID-19 and the resulting economic

The impact of lower than anticipated revenue was further complicated by a significant increase in freight costs due to the

global shipping container shortage.

These challenges were partially offset by a reduction in certain selling and travel related expenses.

Many government restrictions

have been relaxed and the economy has continued to open in more jurisdictions.

However, the emergence of new and transmittable variants

of COVID-19 could lead to a possible resurgence of the virus, particularly in populations with low vaccination rates, and has resulted

in new restrictions in certain geographies and among certain businesses.

The long-term financial impact on our business cannot be reasonably

estimated at this time.

As a result, the effects of COVID-19 may not be fully reflected in our financial results until future periods.

Refer to “Part I, Item 1A — Risk Factors” for a description of the material risks that we currently face in connection

with COVID-19.

Until the pandemic is fully

controlled, we expect business conditions to remain challenging.

In response to these challenges, we will continue to focus on those

factors that we can control:

closely managing and controlling our expenses;

aligning our design and development schedules with demand

in a proactive manner as there are changes in market conditions to minimize our cash operating costs;

pursuing further improvements in

the productivity and effectiveness of our development, selling and administrative activities and, where appropriate, taking advantage

of opportunities to enhance our business growth and strategy.

To help mitigate the impact of these challenging business conditions, we

implemented cost-cutting initiatives and reduced executive pay and Board of Directors compensation for the three months ended June 30,

See “Liquidity and Capital Resources” section of Part II, Item 7 “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” for further description of these cost-cutting measures.

Corporate History

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in 1961 as a manufacturer and distributer of advertising specialty and promotional products.

In 1989, we acquired Forward US, a

manufacturer of soft-sided carrying cases.

The carrying case business became our predominant business, and in September 1997, we

sold the assets relating to the production of advertising specialty and promotional products, ceasing to operate in that segment.

In May 2001, we formed

Forward Switzerland to facilitate distribution of aftermarket products under our licenses for cell phone cases with a major North

American multinational and to further develop our OEM European business presence.

After the expiration of the last of these licenses

in March 2009, staff at Forward Switzerland was significantly reduced and in recent years has primarily served our OEM customers

January 2018, Forward acquired IPS which resulted in IPS being a wholly-owned subsidiary of Forward.

August 2020, Forward acquired the assets of Kablooe Design, a medical and consumer design and development company.

believes that the design and engineering service capabilities of Kablooe will complement the IPS business and further diversify

the industries and customers with which the Company does business.

this report, the Company uses the term “distribution”

to refer to what has historically been described as the “OEM”

However, we may refer to our customers as “OEM”

customers, using a standard industry term.

In addition, we

use the term “design”

or “design and development”

to describe the acquired IPS and Kablooe businesses,

to be consistent with the operating segment definitions (see Note 16 to the audited consolidated financial statements herein).

The Company’s

distribution customers are located in:

(i) the APAC Region;

(ii) the EMEA Region;

and (iii) the Americas.

IPS and Kablooe provide

In 1989, we acquired Forward US, a manufacturer

of soft-sided carrying cases.

The carrying case business became our predominant business, and in September 1997, we sold the assets relating

to the production of advertising specialty and promotional products, ceasing to operate in that segment.

In May 2001, we formed Forward

Switzerland to facilitate distribution of aftermarket products under our licenses for cell phone cases with a major North American multinational

and to further develop our OEM European business presence.

After the expiration of the last of these licenses in March 2009, staff at

Forward Switzerland was significantly reduced and in recent years has primarily served our OEM customers in Europe.

In January 2018, Forward

acquired IPS, an engineering design company, and in August 2020, Forward acquired the assets of Kablooe Design, a medical and consumer

design and development company.

We believe that the design and engineering service capabilities of Kablooe will complement the IPS business

and further diversify the industries and customers with which we do business.

Our OEM distribution customers

are located in the APAC Region, the EMEA Region and the Americas.

Our retail distribution customers are predominantly located in the Americas.

Our design business provides

product development services for Fortune 500 companies, established mid-level companies, and start-ups.

The wide range of industries

served includes industrial electronics, medical and dental equipment, food/beverage, U.S.

Department of Defense, certain luxury

brands, and oil/gas.

The Company’s

distribution products include carrying cases and other accessories for medical monitoring and diagnostic kits and a variety of

other portable electronic and non-electronic products (such as sporting and recreational products, bar code scanners, smartphones,

GPS location devices, tablets, and firearms).

Beginning in Fiscal 2020, the Company’s distribution products also include

smart-enabled products such as speakers and lamps.

The Company does not

manufacture any of its distribution products and sources substantially all of its distribution products from independent suppliers

in China, through Forward China, a related party (see Note 14 to the consolidated financial statements).

The wide range of industries served

includes industrial electronics, medical and dental equipment, food/beverage, certain luxury brands, and oil/gas.

Our design customers

are located primarily in the Americas.

Our products include carrying

cases and other accessories for medical monitoring and diagnostic kits and a variety of other portable electronic and non-electronic products

(such as sporting and recreational products, bar code scanners, smartphones, GPS location devices, tablets, and firearms).

In Fiscal 2020

and 2021, our products also include smart-enabled furniture and a variety of other products sold through our retail distribution network.

We do not manufacture any of our products and we source substantially all our products from independent suppliers in China through Forward

China, a related party (see Note 14 to the consolidated financial statements).

Diabetic Products

We sell carrying cases

for blood glucose diagnostic kits (“Diabetic Products”) directly to OEM customers, or their contract manufacturers.

These electronic monitoring kits are made for use by diabetics.

We typically sell these cases at prices ranging from approximately

$0.60 to $7.00 per unit.

Unit volumes are sold predominantly at the lower end of this price range.

We also sell higher end units

ranging from approximately $18.50 to $39.00 per unit, but this represents less than 2% of net revenues.

The distribution customer

(or its contract manufacturer) packages our carry cases “in box”

as a custom accessory for the customer’s blood

glucose testing and monitoring kits, or to a much lesser extent, sells them through their retail distribution channels.

typically include a small, electronic blood glucose monitor, testing strips, lancets for drawing a drop of blood and our carrying

case, customized with the manufacturer’s logo and designed to fit and secure the glucose monitor, testing strips, and lancets

in separate straps, pouches, and holders.

As the kits and technology change, our carrying case designs change to accommodate the

changes in size, shape and layout of the electronic monitoring device, strips and lancet.

For Fiscal 2020, our Diabetic Products

customers accounted for 83% of our total net revenues in the distribution business, compared to 89% in Fiscal 2019.

We sell carrying cases for

blood glucose diagnostic kits (“Diabetic Products”) directly to OEM customers, or their contract manufacturers.

These electronic

monitoring kits are made for use by diabetics.

The diabetic products customer (or its contract manufacturer) packages our carry cases

“in box” as a custom accessory for the customer’s blood glucose testing and monitoring kits, or to a much lesser extent,

sells them through their retail distribution channels.

These kits typically include a small, electronic blood glucose monitor, testing

strips, lancets for drawing a drop of blood and our carrying case, customized with the manufacturer’s logo and designed to fit and

secure the glucose monitor, testing strips, and lancets in separate straps, pouches, and holders.

As the kits and technology change, our

carrying case designs change to accommodate the changes in size, shape and layout of the electronic monitoring device, strips and lancet.

Other Products

We also sell carrying

and protective solutions to distribution customers for a diverse array of other portable electronic and other products (“Other

Products”), including sporting and recreational products, bar code scanners, smartphones, GPS and location devices, tablets,

and firearms, on a made-to-order basis that are customized to fit the products sold by our distribution customers.

prices for these products also vary across a broad range, depending on the size and nature of the product for which we design and

sell the carry solution.

In Fiscal 2020, we added smart-enabled products to our distribution business.

Our smart-enabled products

include speakers and lamps that provide lighting and sound with connectivity to other devices via Bluetooth.

Our selling prices

for these products, including related accessories, ranges from $35 to $135 per unit.

For Fiscal 2020, our other products accounted

for 17% of our total net revenues in the distribution business, compared to 11% in Fiscal 2019.

Our design segment

provides a complete range of design, engineering and development services with respect to a diverse array of consumer and industrial

electronics products.

These include but are not limited to medical products, smart displays, beverage vending, enterprise and mobile

software applications, lighting, security and detections systems, cameras, wearables and vehicle controls.

Solutions in these and

other areas are designed and developed in-house, beginning at product concept, extending through design, engineering and prototype,

and final design for manufacturing and Computer-Aided Design (“CAD”) files.

As a combined company, we are able to provide

manufacturing sourcing and final product support and delivery services for initial short-run, low volume products.

We also sell carrying and

protective solutions to customers for a diverse array of other portable electronic and other products, including sporting and recreational

products, bar code scanners, smartphones, GPS and location devices, tablets, and firearms, on a made-to-order basis that are customized

to fit the products sold by our customers.

Our selling prices for these products also vary across a broad range, depending on the size

and nature of the product for which we design and sell the carry solution.

Retail Products

In Fiscal 2020, as a result

of the build out and growth of our retail distribution network, we began selling smart-enabled products, such as speakers and lamps that

provide lighting and sound with Bluetooth® connectivity.

In Fiscal 2021, we expanded our retail product offerings to include additional

smart-enabled furniture, such as desks and side tables, as well as hot tubs and various other products.

Our design business provides

a complete range of design, engineering and development services with respect to a diverse array of consumer and industrial electronics

These include but are not limited to medical products, smart displays, beverage vending, enterprise and mobile software applications,

lighting, security and detections systems, cameras, wearables and vehicle controls.

Solutions in these and other areas are designed and

developed in-house, beginning at product concept, extending through design, engineering and prototype, and final design for manufacturing

and computer-aided design files.

As a combined company, we are able to provide manufacturing sourcing and final product support and delivery

services for initial short-run, low volume products.

Product Development

In the OEM division

of our distribution business, we typically receive requests to submit product designs in connection with a customer’s introduction

and rollout to market of a new product.

IPS collaborates with clients to determine functionality, size and other basic specifications

and requirements for products.

Our design and production resources develop more detailed product specifications and design options

for our customers’

We provide documentation of each phase to the client and gain approval of a working prototype.

Working with our suppliers and the customer, samples are modified and refined.

Once approved for commercial introduction and order

by our customer, we work with our suppliers to ensure conformity of commercial production to the definitive product samples and

specifications.

Manufacture and delivery of products in production quantities are coordinated with the customer’s manufacturing

and shipment schedules so that our products are available to be packaged with the customer’s additional product components

prior to shipment and sale, or to make the product available to the customer for direct sale through its retail distribution channels.

Services offered for

each engagement vary from full development utilizing a wide range of in-house design and engineering functions, to targeted design

and engineering support for clients with in-house development teams.

In the OEM division, we typically

receive requests to submit product designs in connection with a customer’s introduction and rollout to market of a new product.

We collaborate with clients to determine functionality, size and other basic specifications and requirements for products.

and production resources develop more detailed product specifications and design options for our customers’ evaluation.

documentation of each phase to the client and gain approval of a working prototype.

Working with our suppliers and the customer, samples

are modified and refined.

Once approved for commercial introduction and order by our customer, we work with our suppliers to ensure conformity

of commercial production to the definitive product samples and specifications.

Manufacture and delivery of products in production quantities

are coordinated with the customer’s manufacturing and shipment schedules so that our products are available to be packaged with

the customer’s additional product components prior to shipment and sale, or to make the product available to the customer for direct

sale through its retail distribution channels.

In the retail division, we

work with various retailers to understand their product requirements and utilize our sourcing resources to obtain products.

Additionally,

we have a portfolio of retail products that we share with retailers to gauge the level of consumer interest.

Services offered for each

engagement vary from full development utilizing a wide range of in-house design and engineering functions, to targeted design and engineering

support for clients with in-house development teams.

Our in-house capabilities include the following:

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Channels of Distribution

We primarily ship

our OEM products directly to our customers (or their contract manufacturers), who package our accessory products “in box”

We primarily ship our OEM

distribution products directly to our customers (or their contract manufacturers), who package our accessory products “in box”

with their branded products.

Some of our customers also purchase certain of our products and offer them for sale as stand-alone

accessories to complement their product offerings.

In Fiscal 2019,

we secured a portfolio of smart-enabled products which we began distributing through retail outlets in the U.S.

We continue to invest in and build out a distribution network for retail products as we expect this part of our

business to grow in the future.

Some of our customers also purchase certain of our products and offer them for sale as stand-alone accessories

to complement their product offerings.

We primarily ship our retail

distribution products directly to customers from one of our distribution centers located in the U.S.

We may also ship certain retail products

directly to some larger retailers.

We continue to invest in and build out a distribution network for retail products as we expect this

part of our business to grow in the future.

The retail distribution network is responsible for placing products with major retailers for

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Distribution Hubs for Customers

We have arrangements

with various customer’s distribution hubs.

These arrangements obligate us to supply our products to our customers’

distribution hubs where their products are manufactured, kitted, and/or warehoused pending sale, and where our products are packaged

“in box”

with the distribution customers’

The product quantities we are required to supply to each

distribution hub are based on the distribution customer’s purchase orders and forecasts.

We do not recognize revenue for

product shipped to a customers’

hub until we have been notified by our customer that our product has been withdrawn or used

by the distribution hub.

Hub arrangements have had the general effect of providing financing for our customers’

purchases by extending the time between our placement of orders to our suppliers in order to ship and supply the hubs and the time

that we are able to recognize revenue.

The corollary effect is an increase in our inventory levels.

We have arrangements with

certain customers’ distribution hubs.

These arrangements obligate us to supply our products to our customers’ distribution

hubs where their products are manufactured, kitted, and/or warehoused pending sale, and where our products are packaged “in box”

with the distribution customers’ products.

The product quantities we are required to supply to each distribution hub are based on

the distribution customer’s purchase orders and forecasts.

We do not recognize revenue for product shipped to a customer’s

hub until we have been notified by our customer that our product has been withdrawn or used by the distribution hub.

Hub arrangements

have had the general effect of providing financing for our customers’ inventory purchases by extending the time between our placement

of orders to our suppliers in order to ship and supply the hubs and the time that we are able to recognize revenue.

The corollary effect

is an increase in our inventory levels.

Third-Party Warehouses

We also have arrangements

with various third-party fulfillment centers for products distributed through retail outlets in the U.S.

We do not recognize revenue

for products shipped to a fulfillment center until the product has been shipped to the end-user customer.

with third-party warehouses in the U.S.

to store, manage and ship our retail products.

We do not recognize revenue for retail products

shipped to any of these warehouses until the product has been shipped to the end-user customer.

Product Supply

Manufacturing

The manufacture of

custom carrying cases and other carry and protective solutions generally consists of die cutting fabrics and heat sealing, gluing,

sewing, and decorating (affixing logos to) the cut-outs by means of silk screening, hot-stamping, embroidering or embossing.

principal materials used in the manufacture of our products are vinyl, nylon, leather, metal and plastic parts (for clips, buckles,

loops, hinges and other hardware), foam padding and cardboard, all of which are obtained from suppliers based on our specifications.

We do not believe that any of the component materials or parts used in the manufacture of our products are supply constrained.

We believe that there are adequate available alternative sources of supply for all of the materials used to manufacture, package,

and ship our products.

The manufacture of custom

carrying cases and other carry and protective solutions generally consists of die cutting fabrics and heat sealing, gluing, sewing, and

affixing logos to the cut-outs by means of silk screening, hot-stamping, embroidering or embossing.

The principal materials used in the

manufacture of our products are vinyl, nylon, leather, metal and plastic parts (for clips, buckles, loops, hinges and other hardware),

foam padding and cardboard, all of which are obtained from suppliers based on our specifications.

The manufacture of smart

furniture consists of laser cutting, punching, welding and powder coating the various parts and finished product, including lamination,

board cutting and drilling for certain products.

The main materials used include particle board, engineered wood composite, tempered glass

The manufacture of certain other retail products includes mold creation and assembly and uses various plastics and light components.

We do not believe that any

of the component materials or parts used in the manufacture of our products are supply constrained.

We believe that there are adequate

available alternative sources of supply for all of the materials used to manufacture, package, and ship our products.

Dependence on Sourcing Agent

The Company has a

Buying Agency and Supply Agreement (the “Supply Agreement”) with Forward China (the “Agent”).

Agreement provides that the Agent acts as the Company’s exclusive buying agent.

The Agent also arranges for sourcing, manufacture

and exportation of such products.

The Company purchases products at the Agent’s cost and pays a service fee to the Agent.

The service fee is calculated at $100,000 monthly plus 4% of “Adjusted Gross Profit”, which is defined as the selling

price less the cost from the Agent.

The Supply Agreement has been extended to October 22, 2023.

Terence Wise, the Company’s

Chairman, Chief Executive Officer and largest shareholder, is a principal of the Agent.

See “Item 1A.

Risk Factors”

regarding our dependence on the Agent.

We have a Buying Agency and

Supply Agreement (the “Supply Agreement”) with Forward China.

The Supply Agreement provides that Forward China acts as our

exclusive buying agent for the products we sell.

Forward China also arranges for sourcing, manufacture and exportation of such products.

We purchase products at Forward China’s cost and pay them a service fee calculated at $100,000 monthly plus 4% of “Adjusted

Gross Profit”, which is defined as the selling price less the cost from Forward China.

The Supply Agreement has been extended to

October 22, 2023.

Terence Wise, our Chairman, Chief Executive Officer and largest shareholder, is the owner of Forward China.

– Risk Factors” regarding our dependence on Forward China.

We procure substantially

all products for our distribution business from independent suppliers in China through the Agent.

Depending on the product, we

may require several different suppliers to furnish component parts or pieces.

We place orders with

the Agent for particular products.

We do not have minimum supply requirement agreements with our suppliers to guarantee a supply

of finished product, nor have we made purchase commitments to purchase minimum amounts from any of our suppliers.

However, from

time to time, we may order products from our suppliers in advance of receiving a customer purchase order, or in quantities in excess

of those forecasted to us by our customer, for which they are contractually obligated to us, in order to meet our customers’

anticipated delivery demands.

Beginning September 1, 2013, we began making purchases directly from Forward China.

During Fiscal

2020 and Fiscal 2019, all of our purchases for our distribution business were made directly through Forward China.

all our distribution OEM and distribution products from independent suppliers in China through Forward China.

Depending on the product,

we may require several different suppliers to furnish component parts or pieces.

We place orders for particular products and do not have

minimum supply requirement agreements to guarantee a supply of finished product, nor have we made purchase commitments to purchase minimum

However, from time to time, we may order products in advance of receiving a customer purchase order, or in quantities in excess

of those forecasted to us by our customer, for which they are contractually obligated to us, in order to meet our customers’ anticipated

delivery demands.

There are very few

suppliers for the design and development part of the business as it is a service-based business.

We do, however, purchase supplies

and equipment to develop prototypes or “mock-ups”

for design and development projects.

Design business suppliers are

predominantly based in the United States.

suppliers required for the design segment of the business as it is a service-based business.

We do, however, purchase supplies and

equipment to develop prototypes required or “mock-ups” for design and development projects.

Design business suppliers

are predominantly based in the United States.

Quality Assurance

Forward’s quality

assurance manager oversees the process to ensure that our distribution products manufactured by our Chinese suppliers meet our

quality assurance standards.

He independently verifies and supervises the inspection of products provided by independent contractors

In July 2015, Forward China received its ISO 9001:2008 quality certification, which was renewed in July 2018 and is valid

until July 2021.

Our design business

follows general industry standard practices for review and corrective actions related to its design services.

There are no independent

quality assurance standards in place for its design and engineering work.

Customer specifications and scope of services are laid

out in the project contracts and the Company works closely with the customer to identify and correct any quality issues that arise.

Forward’s quality assurance

manager oversees the process to ensure that our distribution products manufactured in China meet our quality assurance standards.

He independently

verifies and supervises the inspection of products provided by independent contractors in China.

In July 2015, Forward China received

its ISO 9001:2008 quality certification, which was renewed and is valid until July 2024.

Our design business follows

general industry standard practices for review and corrective actions related to its design services.

There are no independent quality

assurance standards in place for its design and engineering work.

Customer specifications and scope of services are laid out in the project

contracts and we work closely with the customer to identify and correct any quality issues that arise.

Distribution Business

The OEM division of

our distribution business is highly competitive in terms of product pricing, design, delivery terms, and customer service.

production of our distribution products, we compete with numerous United States and foreign producers and distributors.

our competitors are substantially larger than we are and have greater financial and other resources.

We believe that we sustain

our competitive position through maintenance of an effective product design capability, rapid response time to customer requests

for proposals and product shipment, reliable product delivery and product quality, and competitive pricing.

We believe that our

ability to compete based on product quality assurance considerations is enhanced by Forward China’s local presence, quality

control, shipment capabilities and expertise in sourcing.

Our OEM and retail distribution

businesses are highly competitive in terms of product pricing, design, delivery terms, and customer service.

In the production of our

distribution products, we compete with numerous U.S.

and foreign producers and distributors.

Some of our competitors are substantially

larger than we are and have greater financial and other resources.

We believe that we sustain our competitive position through maintenance

of an effective product design capability, rapid response time to customer requests for proposals and product shipment, reliable product

delivery and product quality, and competitive pricing.

We believe that our ability to compete based on product quality assurance considerations

is enhanced by Forward China’s local presence, quality control, shipment capabilities and expertise in sourcing.

Design and Engineering Business

The depth and breadth

of the services offered, and industries served by our design segment are unique.

Our management team is aware that there are very

few competitive firms that have the full set of capabilities that our design segment has under one roof.

There are however, numerous

design and engineering companies that compete with us in specific industries and/or with specific targeted skills or competitive

The depth and breadth of

the services offered and industries served by our design segment are unique.

Our management team is aware that there are very few competitive

firms that have the full set of capabilities that our design segment has under one roof.

There are, however, numerous design and engineering

companies that compete with us in specific industries and/or with specific targeted skills or competitive advantages.

Human Capital/Employees

Company’s key human capital management objectives are to attract, retain and develop the highest quality talent.

these objectives, the Company’s human resources programs are designed to develop talent to prepare them for critical roles

and leadership positions for the future;

reward and support employees through competitive pay and benefits;

enhance the Company’s

culture through efforts aimed at making the workplace more engaging and inclusive;

acquire talent and facilitate internal talent

mobility to create a high-performing, and diverse workforce.

None of our employees are covered by a collective bargaining agreement.

Company employed approximately 85 people as of November 30, 2020.

We hire consultants on an as-needed basis in our design segment.

Our key human capital management

objectives are to attract, retain and develop the highest quality talent.

To support these objectives, our human resources programs are

· develop talent to prepare them for

critical roles and leadership positions for the future;

· reward and support employees through

competitive pay and benefits;

· enhance our culture through efforts

aimed at making the workplace more engaging and inclusive;

· acquire talent and facilitate internal

talent mobility to create a high-performing and diverse workforce.

None of our employees are

covered by a collective bargaining agreement.

As of November 30, 2021, we employed approximately 90 employees.

We hire consultants on

an as-needed basis.

Regulation and Environmental Protection

Our sourcing business

is subject to various regulations in various jurisdictions, including the United States and member states of the European Community,

that restrict the use or importation of products manufactured with compounds deemed to be hazardous.

We work with our suppliers

to ensure compliance with such regulations.

In addition, from time to time, one or more customers may require testing of our products

to ensure compliance with applicable consumer safety rules and regulations or the customer’s safety or packaging protocols.

Because we do not manufacture the products that we sell and distribute, compliance with federal, state and local laws and regulations

pertaining to the discharge of materials into the environment, or otherwise relating to the protection of the environment, has

not had, and is not anticipated to have, any direct material effect upon our capital expenditures, earnings, or competitive position.

However, compliance with such laws and regulations on the part of our suppliers may result in increased costs of supply to us,

particularly if domestic environmental regulations in China becomes more prevalent.

Our retail and OEM distribution

businesses are subject to various regulations in various jurisdictions, including the U.S.

and member states of the European Union, that

restrict the use or importation of products manufactured with compounds deemed to be hazardous.

We work with our suppliers to ensure compliance

with such regulations.

In addition, from time to time, one or more customers may require testing of our products to ensure compliance

with applicable consumer safety rules and regulations or the customer’s safety or packaging protocols.

Because we do not manufacture

the products that we sell and distribute, compliance with federal, state and local laws and regulations pertaining to the discharge of

materials into the environment, or otherwise relating to the protection of the environment, has not had, and is not anticipated to have,

any direct material effect upon our capital expenditures, earnings, or competitive position.

However, compliance with such laws and regulations

on the part of our suppliers may result in increased costs of supply to us, particularly if domestic environmental regulations in China

become more prevalent.

We have not been engaged

in any environmental litigation or incurred any material costs related to compliance with environmental or other regulations.

time to time, we incur chemical and/or safety laboratory testing expenses in order to address customer requests regarding our product

materials or method of manufacture or regarding their packaging methods and standards.

There are no specific

regulatory or environmental requirements imposed upon the design segment of our business.

As a paid service provider, end customers

are assisted in securing regulatory certifications including UL (Underwriters Laboratories –

based safety certification

organization), FCC (Federal Communications Commission –

governmental certification department for electronic goods),

CE (Conformité

Européenne –

a European certification for health, safety and environmental protection standards)

and others depending on needs, product types and locations of end customers’

product markets.

As our retail business increases, we anticipate

that we will be required to obtain certain certifications for products on an as required basis.

to time, we incur chemical and/or safety laboratory testing expenses in order to address customer requests regarding our product materials

or method of manufacture or regarding their packaging methods and standards.

There are no specific regulatory

or environmental requirements imposed upon the design segment of our business.

As a paid service provider, customers are assisted in

securing regulatory certifications including UL (Underwriters Laboratories – a U.S.

based safety certification organization), FCC

(Federal Communications Commission – U.S.

governmental certification department for electronic goods), CE (Conformité Européenne

– a European certification for health, safety and environmental protection standards) and others depending on needs, product types

and locations of customers’ product markets.

Available Information

Our corporate website is www.ForwardIndustries.com.

On our website under “Investors” "SEC Filings", we make available access to our Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), free of charge.

of the website are not incorporated into this filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business