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): July 28, 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 1.01. Entry into a Material Definitive Agreement.
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 (the “Company Shares”) and the Selling Stockholders offered and sold a total of 652,174 shares of Common Stock (the “Secondary Shares” and, together with the Company Shares, the “Shares”). 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 Underwriting Agreement includes the terms and conditions for the offering and sale of the Shares, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached to this Current Report on Form 8-K as Exhibit 1.1.
The Shares were offered to investors at $57.50 per Share. The gross proceeds to the Company from the Offering , before deducting the underwriting discounts and commissions and offering expenses, were approximately $62.5 million. The Offering closed on July 30, 2026. The Company is not receiving any proceeds from the sale of the Secondary Shares sold by the Selling Stockholders.
The 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 Shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated July 28, 2026, among Frequency Electronics, Inc., Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP, as selling stockholders, and Morgan Stanley & Co. LLC, as representative of the several underwriters. | |
| 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: July 30, 2026 | By: | /s/ Steven L. Bernstein |
| Steven L. Bernstein | ||
| Chief Financial Officer, Secretary and Treasurer | ||
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