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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):
June 12, 2026
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
1.01. Entry into a Material Definitive Agreement.
On June 12, 2026,
Frequency Electronics, Inc. (the “Company”) entered into a senior, secured revolving credit facility with JPMorgan Chase Bank,
N.A., as the lender (the “Credit Agreement”). The Credit Agreement provides for a three-year revolving credit facility of
$10,000,000, of which up to $5,000,000 is available for the issuance of letters of credit. The Credit Agreement provides that the Company
may, at its option, increase the aggregate amount of the revolving credit facility in an amount up to $10,000,000, subject to certain
customary conditions and on the terms set forth in the Credit Agreement. There can be no assurance that additional funding will become
available. Commitments under the revolving credit facility are subject to a commitment fee of 0.35% per annum on the daily amount of the
undrawn portion of the revolving credit facility. The Company’s obligations under the Credit Agreement are guaranteed by FEI-Zyfer,
Inc., a wholly-owned subsidiary of the Company (the “Subsidiary Guarantor”). The revolving credit facility matures on June
12, 2029.
The Company and
the Subsidiary Guarantor also entered into a separate pledge and security agreement (the “Security Agreement”) with JPMorgan
Chase Bank, N.A., as lender, pursuant to which the Company and the Subsidiary Guarantor each pledged all or substantially all of its assets,
including equity in its domestic subsidiaries, in favor of the lender as collateral for the obligations under the Credit Agreement and
the other loan documents.
Loans designated
by the Company at the time of borrowing as “CBFR Borrowings” that are outstanding under the Credit Agreement bear interest
at a rate per annum equal to (i) the greater of (a) the Prime Rate (as defined in the Credit Agreement) in effect on such day
or (b) 2.50%; plus (ii) 2.50%. Loans designated by the Company at the time of borrowing as “SOFR Borrowings” that are
outstanding under the Credit Agreement bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit
Agreement) for the interest period in effect for such borrowing plus 2.50%. Under the terms of the Credit Agreement, accrued interest
on each Loan is payable in arrears on the applicable interest payment date for each Loan. The Loans under the Credit Agreement may be
prepaid at any time without premium or penalty (other than any accrued interest or breakage costs, if applicable). The Company expects
that the proceeds from the Credit Agreement will be used for general corporate purposes and to provide general working capital.
The Credit Agreement
contains customary affirmative and negative covenants, including limitations on mergers, consolidations and sales of assets, limitations
on indebtedness, liens and sales and leasebacks, limitations on transactions with affiliates, limitations on investments, limitations
on dividends and distributions and limitations on swap agreements, as well as other customary terms and provisions. In addition, the Credit
Agreement contains financial covenants specifying that, as of the end of each fiscal quarter commencing with the fiscal quarter ended
July 31, 2026, (i) the total leverage ratio will not exceed 2.25 to 1.00 and (ii) the fixed charge coverage ratio will not be less than
1.25 to 1.00. The Credit Agreement also contains events of default customary for such financings, the occurrence of which would permit
the lenders to accelerate the amount due thereunder. Such events of default include failure to pay principal, failure to pay interest
and other amounts within three days of the due date, failure to comply with a covenant beyond any applicable grace period, material misrepresentations,
default beyond the applicable grace period on other material indebtedness, certain events of bankruptcy or insolvency of the Company and
its subsidiaries, guarantor defaults, judgment defaults and change of control, among others.
The lender and
its affiliates have various relationships with the Company and its subsidiaries involving the provision of financial services.
The foregoing description
of the Credit Agreement and the Security Agreement is qualified in its entirety by reference to the Credit Agreement and the Security
Agreement, which are filed as Exhibit 10.1 and 10.2 hereto and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item
1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
9.01. Financial Statements and Exhibits.
| 10.1 |
|
Credit Agreement dated June 12, 2026, by and among the Company, as borrower, FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender. |
| |
|
|
| 10.2 |
|
Pledge and Security Agreement dated June 12, 2026, by and among the Company, as borrower, FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender. |
| |
|
|
| 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: June 12, 2026 |
|
| |
|
| |
FREQUENCY ELECTRONICS, INC. |
| |
|
| |
By: |
/s/ Steven L. Bernstein |
| |
Name: |
Steven L. Bernstein |
| |
Title: |
Chief Financial Officer, Secretary and Treasurer |
