Forward Industries : Certificate of Incorporation/Bylaws Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported on Forward Industries, Inc.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on November 8, 2023, the Company entered into a Buying Agency and Supply Agreement (the "Supply Agreement") with Forward Industries (Asia-Pacific) Corporation ("FC"). Terence Wise, the Company's Chief Executive Officer and Chairman of the Board of Directors, owns FC. Pursuant to that Supply Agreement, FC performed services at the Company's request and, in turn, the Company owed money to FC.

As previously reported on the Company's Current Report on Form 8-K filed with the SEC on July 3, 2024, the Company and FC entered into an Account Payables Conversion Agreement (the "Conversion Agreement") on June 28, 2024. Under the terms of the Conversion Agreement, FC agreed to convert $1,700,000 of the money the Company owes into shares of the Company's newly-designated Series A-1 Convertible Preferred Stock. Pursuant to the Conversion Agreement, the $1,700,000 was converted into 1,700 shares of the Company's Series A-1 Convertible Preferred Stock. The Conversion Agreement became effective on July 5, 2024.

The terms of the Conversion Agreement and Company's entry into and execution of the Conversion Agreement was approved and authorized by a special committee of the Company's Board of Directors (the "Special Committee").

The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by the complete text of the Conversion Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.