Business Context and Reporting Period
Company: Frequency Electronics, Inc. (FEIM)
Filing Type: Form 8-K (Current Report)
Date of Report: July 28, 2026
Event Date: July 30, 2026 (Closing of Offering)
Context: The Company entered into a Material Definitive Agreement to complete a public offering of common stock.
Key Financial Metrics
Offering Details:
- Offering Price: $57.50 per share.
- Total Shares Sold: 1,739,131 shares.
- Company Shares: 1,086,957 shares (Primary offering).
- Secondary Shares: 652,174 shares sold by Selling Stockholders (Edenbrook Value Fund, LP and Edenbrook Long Only Value Fund, LP).
- Over-Allotment Option: Underwriters granted an option to purchase up to 260,869 additional shares from the Company, exercisable for 30 days.
- Gross Proceeds to Company: Approximately $62.5 million (before underwriting discounts, commissions, and offering expenses).
- Proceeds to Selling Stockholders: The Company receives no proceeds from the sale of Secondary Shares.
Other Metrics: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity positions outside of the specific offering proceeds.
Material Changes
This filing reports a material change in the Company's capital structure due to the issuance of new common stock. The Company increased its outstanding share count by 1,086,957 shares (plus potential over-allotment) and raised approximately $62.5 million in gross capital. No material changes to prior period financial results are detailed in this specific 8-K.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful closing of the offering on July 30, 2026, pursuant to an underwriting agreement with Morgan Stanley & Co. LLC as representative.
Risks and Contingencies: The Underwriting Agreement includes standard indemnification and contribution obligations. The final amount of capital raised is subject to the exercise of the 30-day over-allotment option by the underwriters.
Guidance: The filing text does not provide updated financial guidance or forward-looking outlook statements.
Investor Verification Checklist
- Verify the final number of shares issued if the underwriters exercise the 260,869 share over-allotment option within 30 days.
- Review the final prospectus supplement to determine the exact underwriting discounts and commissions to calculate net proceeds.
- Confirm the dilution impact of the 1,086,957 new Company Shares on existing shareholders.
- Check subsequent filings for the use of the $62.5 million in gross proceeds.