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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): September 9, 2025
Frequency Electronics, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-8061 |
|
11-1986657 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
55 Charles Lindbergh Blvd.,
Mitchel Field,
New York 11553
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (516) 794-4500
(Former
name or former address, if changed since last report): Not Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock (par value $1.00 per share) |
|
FEIM |
|
NASDAQ Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02. Results of Operations and Financial Condition.
On
September 11, 2025, Frequency Electronics, Inc. (the “Company”) issued a press release (the “Press Release”)
announcing its financial results for the quarter ended July 31, 2025. A copy of the Press Release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including
Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item
8.01. Other Events.
On
September 9, 2025, the Company’s Board of Directors (the “Board”) approved a new share repurchase authorization in
the amount of $20 million. Under this new share repurchase authorization, the Company’s shares of common stock may be purchased
on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through
open market purchases, privately negotiated transactions or other means. This repurchase program may be commenced, suspended
or discontinued at any time without notice. This new share repurchase authorization replaces the Company’s existing share repurchase
authorization under which approximately $550,000 remained. This new share repurchase authorization does not have an expiration date.
Item
9.01. Financial Statements and Exhibits.
| |
99.1 |
Press release issued on September 11, 2025, by the Company announcing its financial results for the quarter ended July 31, 2025 |
| |
|
|
| |
104 |
Cover
Page Interactive Data File (formatted in Inline XBRL) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: September
11, 2025 |
FREQUENCY ELECTRONICS, INC. |
| |
|
| |
By: |
/s/ Steven L. Bernstein |
| |
Name: |
Steven L. Bernstein |
| |
Title: |
Chief Financial Officer, Secretary and Treasurer |
