Item 5. Other Information
ITEM 5. OTHER INFORMATION
No officers, as defined in Rule 16a-1(f), or directors
adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined
in Regulation S-K Item 408, during the last fiscal quarter.
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.
31
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: February 12, 2026
FORWARD INDUSTRIES, INC.
By: /s/ Michael Pruitt
Michael Pruitt
Interim Chief Executive
Officer
(Principal Executive Officer)
By: /s/ Kathleen Weisberg
Kathleen Weisberg
Chief Financial Officer
(Principal Financial and Accounting Officer)
32
EXHIBIT INDEX
Incorporated by
Reference
Exhibit
No.
Exhibit Description
Form
Date
Number
Filed or
Furnished
Herewith
2.1
Stock Purchase Agreement dated January 18, 2018 - Intelligent Product Solutions, Inc.+
8-K
1/18/18
2.1
2.2
Asset Purchase Agreement dated August 17, 2020 - Kablooe, Inc.+
8-K
8/17/20
2.1
3.1
Restated Certificate of Incorporation
10-K
12/8/10
3(i)
3.2
Certificate of Amendment of the Certificate of Incorporation – Series A Participating Preferred Stock
8-K
4/26/13
3.1
3.3
Certificate of Amendment of the Certificate of Incorporation – 6% Senior Convertible Preferred Stock
8-K
7/3/13
3.1
3.4
Certificate of Amendment of the Certificate of Incorporation – Reverse Stock Split
8-K
6/20/24
3.1
3.5
Certificate of Amendment of the Certificate of Incorporation – Series A-1 Convertible Preferred Stock
8-K
7/8/24
4.1
3.6
Certificate of Amendment of the Certificate of Incorporation – Increasing the Authorized Series A-1
8-K
10/4/24
4.1
3.7
Certificate of Amendment of the Certificate of Incorporation – Increasing the Authorized Series A-1
8-K
3/17/25
4.1
3.8
Certificate of Amendment of the Certificate of Incorporation – Series B
S-1
6/10/25
3.7
3.9
Certificate of Amendment of the Certificate of Incorporation – Increasing the Authorized Shares of Common Stock
8-K
9/8/25
3.1
3.10
Third Amended and Restated Bylaws, as of May 28, 2014
10-K
12/10/14
3(ii)
3.10(a)
Amendment No. 1 to the Third Amended and Restated Bylaws
8-K
6/18/25
3.1
4.1
Promissory Note dated January 18, 2018 – Forward Industries (Asia-Pacific) Corporation (as amended and restated)
10-K
12/27/24
4.2
4.2
Form of Pre-Funded Warrant – PIPE Offering
8-K
9/8/25
4.1
10.1
Buying Agency and Supply Agreement dated November 2, 2023 – Forward Industries (Asia-Pacific)
Corporation+
8-K
11/8/23
10.1
10.1(a)
Amendment to the Buying Agency and Supply Agreement - November 2024
8-K
11/18/24
10.1
10.2
Deferred Payment Agreement - Forward Industries (Asia – Pacific) Corporation
8-K
11/8/23
10.2
10.3
Account Payables Conversion Agreement - Forward Industries (Asia- Pacific) Corporation –
July 2024
8-K
7/8/24
10.1
10.4
Account Payables Conversion Agreement - Forward Industries (Asia- Pacific) Corporation –
October 2024
8-K
10/4/24
10.1
10.5
2021 Equity Incentive Plan*
8-K
12/23/20
4.1
10.5(a)
Amendment to the 2021 Equity Incentive Plan *
S-8
9/18/25
4.2
10.6
Form of Securities Purchase Agreement, dated September 6, 2025 – PIPE Offering+
8-K
9/8/25
10.1
10.7
Form of Registration Rights Agreement, dated September 6, 2025 – PIPE Offering
8-K
9/8/25
10.2
10.8
Strategic Advisor and Lead Investor Agreement, dated September 6, 2025, by and between Forward Industries, Inc. and Galaxy Digital LP
8-K
9/8/25
10.3
10.9
Lead Investor Agreement, dated September 6, 2025, by and among Forward Industries, Inc., J Digital 6 Cayman Ltd. and Multicoin Capital Master Fund, LP
8-K
9/8/25
10.4
10.10
Form of Waiver and Leak-Out Agreement – Series B Holders
8-K
9/8/25
10.5
33
10.11
Asset Management Agreement, dated September 10, 2025, by and between Forward Industries, Inc. and Galaxy Digital Capital Management LP+
8-K
9/11/25
10.1
10.12
Services Agreement, dated September 10, 2025, by and between Forward Industries, Inc. and Galaxy Digital LP+
8-K
9/11/25
10.2
10.13
Form of Waiver and Consent , dated October 10, 2025 – RRA Extension
8-K
10/10/25
10.1
31.1
CEO Certifications (302)
Filed
31.2
CFO Certification (302)
Filed
32.1
CEO and CFO Certifications (906)
Furnished
101.INS
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
Filed
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Filed
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________
+ Certain schedules, appendices and exhibits to this agreement
have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally
to the Securities and Exchange Commission staff upon request.
Copies of this filing (including the financial statements) and any
of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Forward Industries, Inc.;
700 Veterans Memorial Hwy, Suite 100, Hauppauge, NY 11788; Attention: Corporate Secretary.
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.