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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). |
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 |