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Frequency Electronics (NASDAQ: FEIM) adds $14.1M from 260,869 option shares

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Frequency Electronics, Inc. reports that underwriters fully exercised their 30‑day option to purchase 260,869 additional shares of common stock granted in connection with a recent underwritten offering. This option relates to a broader transaction in which the company sold 1,086,957 shares and selling stockholders sold 652,174 shares.

The option was exercised on August 3, 2026 and the shares were purchased on August 5, 2026, generating approximately $14.1 million in gross proceeds to the company before underwriting discounts, commissions and offering expenses. Frequency Electronics plans to use the net proceeds to fund additional growth opportunities, including capital expenditures, working capital and other general corporate purposes. The option shares were issued under an effective registration statement on Form S‑3 with related prospectus supplements.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Option shares sold 260,869 shares Additional common shares purchased by underwriters on August 5, 2026 after exercising the option in full
Gross proceeds from option shares $14.1 million Approximate gross proceeds to Frequency Electronics from sale of the 260,869 option shares before fees
Company shares in base offering 1,086,957 shares Common shares offered and sold by Frequency Electronics in the initial underwritten offering completed July 30, 2026
Selling stockholder shares in base offering 652,174 shares Common shares offered and sold by Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP
Underwriters’ option period 30 days Period following the Underwriting Agreement during which underwriters could purchase up to 260,869 additional shares
Registration statement file number 333-297549 Form S-3 registration statement under which the option shares were registered
Underwriting Agreement financial
"pursuant to an underwriting agreement (the “Underwriting Agreement”)"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Selling Stockholders financial
"Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders (the “Selling Stockholders”)"
Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.
Option Shares financial
"to purchase up to 260,869 additional shares of Common Stock from the Company (the “Option Shares”)"
registration statement on Form S-3 regulatory
"registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"a preliminary prospectus supplement dated July 28, 2026 and a final prospectus supplement, dated July 28, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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FAQ

What did Frequency Electronics (FEIM) disclose about its recent stock option shares?

Frequency Electronics disclosed that underwriters fully exercised their option to purchase 260,869 additional common shares. These option shares were tied to a broader underwritten offering and were issued under an effective Form S‑3 registration with related prospectus supplements.

How many additional FEIM shares were sold through the underwriters’ option?

Underwriters purchased 260,869 additional shares of Frequency Electronics common stock through the exercised option. This was on top of the earlier sale of 1,086,957 company shares and 652,174 selling stockholder shares in the initial underwritten offering completed on July 30, 2026.

How much capital did Frequency Electronics (FEIM) raise from the option shares?

The sale of the option shares generated approximately $14.1 million in gross proceeds for Frequency Electronics. This amount is before deducting underwriting discounts, commissions and offering expenses associated with the additional 260,869 common shares purchased by the underwriters.

How will Frequency Electronics (FEIM) use the net proceeds from the option shares?

Frequency Electronics plans to use the net proceeds from the option shares to fund additional growth opportunities. The company cites capital expenditures, working capital needs and other general corporate purposes as intended uses of the funds raised from the exercised underwriters’ option.

When were the FEIM option shares exercised and settled by the underwriters?

The underwriters exercised their option to purchase the additional 260,869 shares on August 3, 2026. The purchase of these option shares closed on August 5, 2026, following the earlier completion of the base underwritten offering on July 30, 2026.

Were Frequency Electronics (FEIM) option shares registered with the SEC?

Yes. The option shares were registered under the Securities Act as part of a registration statement on Form S‑3, file number 333‑297549. Frequency Electronics also filed preliminary and final prospectus supplements dated July 28, 2026, together with an accompanying prospectus dated July 21, 2026.
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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): August 3, 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)  (I.R.S. Employer
Identification No.)

 

55 Charles Lindbergh Blvd.,

Mitchel Field, New York 11553

(Address of principal executive offices, including zip code)

 

(516) 794-4500

Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

 

 

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:

 

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 8.01. Other Events.

 

As previously disclosed, on July 30, 2026, Frequency Electronics, Inc. (the “Company”) completed an offering (the “Offering”) of 1,739,131 shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company, Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders (the “Selling Stockholders”), and Morgan Stanley & Co. LLC, as representative of the several underwriters named in Schedule II thereto (the “Underwriters”). The Company offered and sold 1,086,957 shares of Common Stock and the Selling Stockholders offered and sold a total of 652,174 shares of Common Stock. In addition, the Company granted the Underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to 260,869 additional shares of Common Stock from the Company (the “Option Shares”).

 

On August 3, 2026, the Underwriters exercised their option in full and on August 5, 2026, the Underwriters purchased the Option Shares. The gross proceeds to the Company from the sale of the Option Shares, before deducting the underwriting discounts and commissions and offering expenses, were approximately $14.1 million.

 

The Company intends to use the net proceeds from the purchase of the Option Shares to fund additional growth opportunities, including for capital expenditures, working capital and other general corporate purposes.

  

The legal opinion and consent of McGuireWoods LLP relating to the validity of the Option Shares is filed herewith as Exhibit 5.1.

 

The Option Shares have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-297549) (the “Registration Statement”). The Company has filed with the U.S. Securities and Exchange Commission a preliminary prospectus supplement dated July 28, 2026 and a final prospectus supplement, dated July 28, 2026, together with an accompanying prospectus dated July 21, 2026, relating to the offer and sale of the Option Shares.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

5.1   Opinion of McGuireWoods LLP.
23.1   Consent of McGuireWoods LLP (included in Exhibit 5.1).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

  FREQUENCY ELECTRONICS, INC.
     
Date: August 5, 2026 By: /s/ Steven L. Bernstein
    Steven L. Bernstein
    Chief Financial Officer, Secretary and Treasurer

 

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Filing Exhibits & Attachments

5 documents