|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/27/19 Forward Industries, Inc. 10-K 9/30/19 97:5.9M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 637K
2: EX-4.1 Description of Securities HTML 31K
3: EX-4.2 Amended and Restated Promissory Note HTML 35K
4: EX-10.3D Amendment No. 4 to Buying Agency and Supply HTML 25K
Agreement
5: EX-23.1 Consent of Independent Registered Public HTML 25K
Accounting Firm
6: EX-31.1 Certification of Principal Executive Officer HTML 29K
7: EX-31.2 Certification of Principal Financial Officer HTML 29K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
54: R1 Document And Entity Information HTML 65K
83: R2 Consolidated Balance Sheets (Audited) HTML 123K
72: R3 Consolidated Balance Sheets (Audited) HTML 35K
(Parenthetical)
23: R4 Consolidated Statements of Operations (Audited) HTML 90K
53: R5 Consolidated Statements of Shareholders' Equity HTML 90K
(Audited)
82: R6 Consolidated Statements of Cashflows (Audited) HTML 123K
71: R7 1. Overview HTML 31K
21: R8 2. Accounting Policies HTML 80K
56: R9 3. Acquisition HTML 51K
65: R10 4. Intangible Assets and Goodwill HTML 42K
97: R11 5. Property and Equipment HTML 46K
41: R12 6. Fair Value Measurements HTML 57K
31: R13 7. Accrued Expenses and Other Current Liabilities HTML 43K
64: R14 8. Shareholders' Equity HTML 35K
96: R15 9. Share-Based Compensation HTML 67K
40: R16 10. Income Taxes HTML 60K
30: R17 11. Earnings (Loss) Per Share HTML 39K
66: R18 12. Commitments and Contingencies HTML 42K
95: R19 13. Related Party Transactions HTML 35K
47: R20 14. Legal Proceedings HTML 30K
16: R21 15. 401(K) Plan HTML 30K
69: R22 16. Operating Segment Information HTML 88K
79: R23 17. Line of Credit HTML 31K
46: R24 18. Debt HTML 35K
15: R25 19. Mooni Agreement HTML 29K
68: R26 2. Accounting Policies (Policies) HTML 137K
78: R27 3. Acquisition (Tables) HTML 51K
45: R28 4. Intangible Assets and Goodwill (Tables) HTML 40K
17: R29 5. Property and Equipment (Tables) HTML 45K
33: R30 6. Fair Value Measurements (Tables) HTML 53K
42: R31 7. Accrued Expenses and Other Current Liabilities HTML 43K
(Tables)
93: R32 9. Share-Based Compensation (Tables) HTML 62K
62: R33 10. Income Taxes (Tables) HTML 58K
34: R34 11. Earnings (Loss) Per Share (Tables) HTML 41K
43: R35 12. Commitments and Contingencies (Tables) HTML 39K
94: R36 16. Operating Segment Information (Tables) HTML 94K
63: R37 18. Debt (Tables) HTML 29K
32: R38 2. Accounting Policies (Details Narrative) HTML 74K
44: R39 3. Acquisition (Details - Purchase consideration) HTML 41K
19: R40 3. Acquisition (Details - Allocation of purchase HTML 83K
consideration)
48: R41 3. Acquisition (Details - Pro forma information) HTML 39K
85: R42 3. Acquisition (Details Narrative) HTML 59K
76: R43 4. Intangible Assets and Goodwill (Details - HTML 36K
Intangible Assets)
20: R44 4. Intangible Assets and Goodwill (Details - HTML 43K
Estimated amortization expense)
50: R45 4. Intangible Assets and Goodwill (Details HTML 36K
Narrative)
86: R46 5. Property and Equipment (Details) HTML 50K
77: R47 5. Property and Equipment (Details Narrative) HTML 28K
18: R48 6. Fair Value Measurements (Details - Fair Value) HTML 39K
51: R49 6. Fair Value Measurements (Details - Assumptions) HTML 35K
37: R50 6. Fair Value Measurements (Details - Cost Method HTML 33K
Investments)
26: R51 6. Fair Value Measurements (Details Narrative) HTML 32K
61: R52 7. Accrued Expenses and Other Current Liabilities HTML 46K
(Details)
92: R53 8. Shareholders' Equity (Details Narrative) HTML 66K
36: R54 9. Share-Based Compensation (Details - HTML 47K
Assumptions)
25: R55 9. Share-Based Compensation (Details - Option HTML 72K
activity)
60: R56 9. Share-Based Compensation (Details - Options by HTML 65K
exercise price)
91: R57 9. Share-Based Compensation (Details - Restricted HTML 62K
stock activity)
35: R58 9. Share-Based Compensation (Details Narrative) HTML 115K
27: R59 10. Income Taxes (Details - Tax provision) HTML 56K
73: R60 10. Income Taxes (Details - Deferred tax) HTML 85K
84: R61 10. Income Taxes (Details - Tax reconciliation) HTML 65K
55: R62 10. Income Taxes (Details narrative) HTML 60K
24: R63 11. Earnings (Loss) Per Share (Details - Diluted HTML 64K
loss per share)
70: R64 11. Earnings (Loss) Per Share (Details - HTML 33K
Antidilutive shares)
81: R65 12. Commitments and Contingencies (Details - HTML 37K
Computer equipment held under capital leases)
52: R66 12. Commitments and Contingencies (Details - HTML 35K
Future Minimum Lease Payments for Capital Leases)
22: R67 12. Commitments and Contingencies (Details - HTML 46K
Future Minimum Rental Payments for Operating
Leases)
75: R68 12. Commitments and Contingencies (Details HTML 27K
Narrative)
80: R69 13. Related Party Transactions (Details Narrative) HTML 47K
87: R70 15. 401(K) Plan (Details Narrative) HTML 28K
58: R71 16. Operating Segment Information (Details - HTML 44K
Income Statement)
28: R72 16. Operating Segment Information (Details - HTML 56K
Revenues)
38: R73 16. Operating Segment Information (Details - HTML 59K
Concentrations)
89: R74 16. Operating Segment Information (Details - HTML 33K
Balance sheet)
59: R75 16. Operating Segment Information (Details - Long HTML 40K
lived assets)
29: R76 16. Operating Segment Information (Details HTML 37K
Narrative)
39: R77 17. Line of Credit (Details Narrative) HTML 37K
90: R78 18. Debt (Details) HTML 35K
57: R79 18. Debt (Details Narrative) HTML 57K
88: R80 19. Mooni Agreement (Details Narrative) HTML 32K
74: XML IDEA XML File -- Filing Summary XML 177K
49: EXCEL IDEA Workbook of Financial Reports XLSX 112K
9: EX-101.INS XBRL Instance -- ford-20190930 XML 1.82M
11: EX-101.CAL XBRL Calculations -- ford-20190930_cal XML 244K
12: EX-101.DEF XBRL Definitions -- ford-20190930_def XML 681K
13: EX-101.LAB XBRL Labels -- ford-20190930_lab XML 1.15M
14: EX-101.PRE XBRL Presentations -- ford-20190930_pre XML 998K
10: EX-101.SCH XBRL Schema -- ford-20190930 XSD 172K
67: ZIP XBRL Zipped Folder -- 0001683168-19-004079-xbrl Zip 166K
Exhibit 4.1
DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Capital Stock
Forward Industries, Inc. (the “Company”) is authorized to issue (i) 40,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) and (ii) 4,000,000 shares of “blank check” preferred stock, par value $0.01 per share, with such rights, preferences and limitations as may be set by a resolution of the Board of Directors of the Company.
The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934.
The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative voting in the election of directors. The directors of the Company are elected by a plurality of the votes cast by the shareholders. On all other matters submitted to the shareholders, the affirmative vote of the majority of the votes cast for or against a proposal shall be the act of the shareholders unless otherwise provided by New York Business Corporation Law (“NYBCL”) or the bylaws of the Company.
In the event of liquidation or dissolution, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of Common Stock have no preemptive rights and have no right to convert their Common Stock into any other securities and there are no redemption provisions applicable to our Common Stock.
The holders of Common Stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on Common Stock. We have not paid cash dividends on our Common Stock since 1987 and do not plan to pay dividends on our Common Stock in the foreseeable future.
Certain Provisions of Our Charter and Bylaws
Anti-takeover Provisions
In general, Section 912 of the NYBCL prohibits a New York corporation with a class of voting stock subject to Section 12 of the Securities Exchange Act of 1934 from engaging in a “business combination” with an “interested shareholder” for a five-year period following the time that such shareholder becomes an interested shareholder, unless the business combination or such interested shareholder's acquisition of the corporation’s voting stock is approved by the Board of Directors. An “interested shareholder” is defined as any person or entity that currently owns 20% or more of the outstanding voting stock of the corporation or is an affiliate or associate of the corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner of 20% or more of the then outstanding voting stock the corporation. A “business combination” includes a merger or consolidation, a sale, lease pledge or other disposition of assets, a stock issuance or transfer, a liquidation or dissolution, a reclassification of securities, a recapitalization, or any transaction in which an interested shareholder benefits disproportionately in relation to any other shareholder. Even if the interested stockholder waits five years, the business combination is prohibited unless either:
| · | the business combination or the acquisition of stock by the interested stockholder was approved by the Board of Directors before the interested stockholder acquired its 20% interest; |
| · | the business combination is approved by a majority vote of all outstanding shares of stock not beneficially owned by the interested stockholder or its affiliates or associates at a meeting held at least five years after the interested stockholder becomes an interested stockholder; or |
| · | the consideration paid for the business combination meets certain enumerated minimum amounts. |
C:
| C: 1 |
Issuance of “Blank check” Preferred Stock
As stated above the Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company.
Special Shareholder Meetings and Action by Written Consent
Under our bylaws, special meetings of the shareholders may be called by (i) the President, (ii) the Chairman of the Board of Directors, (iii) the Board of Directors or (iv) shareholders holding at least 30% of all the votes entitled to be cast on any issue proposed to be considered at the special meeting that have held their shares for at least six months prior to any such request for a special meeting.
Pursuant to Item 202(a), the information regarding the Common Stock contained herein does not constitute a complete legal description of the Common Stock and is qualified in all material respects by the provisions of the Company’s Certificate of Incorporation and bylaws, as filed with the Securities and Exchange Commission.
C:
| 2 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/21/23 Forward Industries, Inc. 10-K 9/30/23 81:5.4M GlobalOne Filings Inc/FA 12/16/22 Forward Industries, Inc. 10-K 9/30/22 82:5.4M GlobalOne Filings Inc/FA 12/16/21 Forward Industries, Inc. 10-K 9/30/21 89:6.1M GlobalOne Filings Inc/FA 8/12/21 Forward Industries, Inc. 10-Q 6/30/21 60:4.6M GlobalOne Filings Inc/FA 5/13/21 Forward Industries, Inc. 10-Q 3/31/21 61:3.8M GlobalOne Filings Inc/FA 2/24/21 Forward Industries, Inc. S-8 2/24/21 3:165K GlobalOne Filings Inc/FA 2/12/21 Forward Industries, Inc. 10-Q 12/31/20 60:2.7M GlobalOne Filings Inc/FA 12/17/20 Forward Industries, Inc. 10-K 9/30/20 94:5.4M GlobalOne Filings Inc/FA 8/14/20 Forward Industries, Inc. 10-Q 6/30/20 64:3.4M GlobalOne Filings Inc/FA |