What changed in this filing

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Item 9A. Controls and Procedures

2025-07-18 compared with 2024-08-02 · 218 added, 169 removed, 49 unchanged (89% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures .

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance the information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms;

and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

In connection with the filing of this Annual Report on Form 10-K, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report.

Based on their evaluation, the Company’s chief executive officer and chief financial officer have concluded that, because of the material weakness in internal control over financial reporting disclosed below, as of April 30, 2024, the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

of Disclosure Controls and Procedures .

maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”)) designed to provide reasonable assurance the information required to be disclosed

by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods

specified in SEC rules and forms;

and (ii) accumulated and communicated to our management, including our principal executive officer

and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

connection with the filing of this Annual Report on Form 10-K, the Company’s management, with the participation of the Company’s

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure

controls and procedures as of the end of the period covered by this report.

Based on their evaluation, the Company’s Chief

Executive Officer and Chief Financial Officer have concluded that, as of April 30, 2025, the Company’s disclosure controls and

procedures were effective at a reasonable assurance level.

are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human

error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures

can only provide reasonable assurance of achieving their control objectives.

of Previously Reported Material Weakness

the course of preparing the Company’s consolidated financial statements as of April 30, 2024 and for the year then ended, management

identified a material weakness in internal control over the calculation of loss provision accruals in contracts with customers.

The Company’s

controls over loss provision accruals were not sufficiently designed to capture previously recognized contract losses when calculating

the required balance of loss provision accruals as of the end of the reporting period.

In response, the Company implemented the

following remediation steps to address the underlying causes of the material weaknesses including improving controls over the calculation

of loss accruals:

Company has updated its method of calculating loss provision accruals by considering previously

recognized contract losses.

Company has implemented enhanced review, reconciliation, and monitoring controls over loss

provision accruals and its underlying calculations.

of April 30, 2025, the Company’s management believes the identified material weakness has been remediated.

Annual Report on Internal Control Over Financial Reporting

Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control system is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2024.

In making this assessment, management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2024, because of the material weakness in internal control over financial reporting discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

In the course of preparing the Company’s consolidated financial statements as of April 30, 2024 and for the year then ended, management identified a material weakness in internal control over the calculation of loss provision accruals in contracts with customers.

The Company’s controls over loss provision accruals were not sufficiently designed to capture previously recognized contract losses when calculating the required balance of loss provision accruals as of the end of the reporting period.

The errors resulting from this material weakness did not cause material misstatements in previously issued annual or interim financial statements.

Such errors were corrected prior to the issuance of the Company’s consolidated financial statements as of April 30, 2024 and for the year then ended.

If not remediated timely, the deficiency described above could result in a material misstatement in future annual or interim consolidated financial statements.

The Company concluded that the item noted above constituted a material weakness in the Company’s internal control over financial reporting as of April 30, 2024.

Notwithstanding the existence of the material weakness described above, management believes that the audited consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented, in conformity with GAAP.

Plan to Remediate Material Weakness

The Company is currently in the process of remediating the material weakness and has taken actions to address the underlying causes of the material weakness including improving controls over the calculation of loss provision accruals.

The Company has updated its method of calculating loss provision accruals by considering previously recognized contract losses.

The Company has also started to implement enhanced review, reconciliation, and monitoring controls over loss provision accruals and its underlying calculations.

The Company intends to remediate these deficiencies as soon as possible and believes these actions will be sufficient to remediate the identified material weaknesses and strengthen the Company's internal control over financial reporting.

As the Company continues to evaluate and improve its internal control over financial reporting, management may determine that additional measures or modifications to the remediation plan are necessary to address the material weakness.

Moreover, the Company cannot provide assurance that additional material weaknesses will not arise in the future.

Financial Reporting

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.

Management’s report on internal control over financial reporting is not subject to attestation by our registered public accounting firm.

Changes in Internal Control over Financial Reporting.

Other than the material weakness described above, there has been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2024.

In making this assessment,

management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based on this evaluation, the Company’s management concluded that the Company’s

internal control over financial reporting was effective as of April 30, 2025.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding our internal control

over financial reporting.

Management’s report on internal control over financial reporting is not subject to attestation by our

registered public accounting firm.

in Internal Control over Financial Reporting.

as described above, there has been no changes in the Company’s internal control over financial reporting (as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2025 that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.]

Other Information

During the three months ended April 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

the three months ended April 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required pursuant to this item with respect to Directors of the Company, compliance with Section 16(a) of the Exchange Act, the Company’s code of ethics and certain corporate governance matters is incorporated herein by reference from the Company’s definitive proxy statement to be filed no later than 120 days after April 30, 2024, for the annual meeting of stockholders to be held on or about October 8, 2024 (the “2024 Proxy Statement”).

See “Election of Directors,” “Delinquent Section 16(a) Reports,” “Corporate Governance Matters – Code of Ethics,” and “Certain Information as to Committees and Meetings of the Board” from the Company’s 2024 Proxy Statement.

The information required to be furnished pursuant to this item with respect to Executive Officers is set forth, pursuant to General Instruction G(3) of Form 10-K, under Part I of this Annual Report on Form 10-K.

information required pursuant to this item with respect to Directors of the Company, compliance with Section 16(a) of the Exchange Act,

the Company’s code of ethics and certain corporate governance matters is incorporated herein by reference from the Company’s

definitive proxy statement to be filed no later than 120 days after April 30, 2025, for the annual meeting of stockholders to be held

on or about October 8, 2025 (the “2025 Proxy Statement”).

See “Election of Directors,” “Delinquent

Section 16(a) Reports,” “Corporate Governance Matters – Code of Ethics,” and “Certain Information as to

Committees and Meetings of the Board” from the Company’s 2025 Proxy Statement.

The information required to be furnished

pursuant to this item with respect to Executive Officers is set forth, pursuant to General Instruction G(3) of Form 10-K, under Part

I of this Annual Report on Form 10-K.

have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers,

and employees, and by the Company.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules,

and regulations and listing standards applicable to the Company.

A copy of our insider trading policy is filed as Exhibit 19 to this

Executive Compensation

The information required pursuant to this item is incorporated herein by reference from the Company’s 2024 Proxy Statement under “Election of Directors” and “Executive Compensation.”

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Election

of Directors” and “Executive Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required pursuant to this item is incorporated herein by reference from the Company’s 2024 Proxy Statement under “Executive Compensation” and “Stock Ownership of Certain Beneficial Owners and Management.”

EQUITY COMPENSATION PLAN INFORMATION

Number of securities

to be issued upon exercise

remaining available for

of outstanding options,

Weighted-average

future issuance under

warrants and rights

exercise price of

equity compensation plans

and vesting of

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Executive

Compensation” and “Stock Ownership of Certain Beneficial Owners and Management.”

COMPENSATION PLAN INFORMATION

outstanding options,

(excluding securities

Plan Category

RSU's and PSU's

warrants and rights

reflected in column (a))

Equity Compensation Plans

Approved by Security Holders (1)

The Company’s equity compensation plans are described in Note 12 to the Consolidated Financial Statements.

by Security Holders (1)

Company’s equity compensation plans are described in Note 11 to the Consolidated Financial

Certain Relationships and Related Transactions, and Director Independence

The information required pursuant to this item is incorporated herein by reference from the Company’s 2024 Proxy Statement under “Election of Directors.”

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Election

of Directors.”

Principal Accountant Fees and Services

The information required pursuant to this item is incorporated herein by reference from the Company’s 2024 Proxy Statement under “Appointment of Independent Registered Public Accounting Firm” and “Report of the Audit Committee.”

information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Appointment

of Independent Registered Public Accounting Firm” and “Report of the Audit Committee.”

Exhibits and Financial Statement Schedules

Index to Financial Statements and Exhibits

The financial statements and exhibits are listed below and are filed as part of this report.

(1) FINANCIAL STATEMENTS

Included in Part II of this report:

to Financial Statements and Exhibits

financial statements and exhibits are listed below and are filed as part of this report.

(1) FINANCIAL

in Part II of this report:

Report of Independent Registered Public Accounting Firm ( GRANT THORNTON LLP .;

1 unchanged sentence

PCAOB ID# 248 ) 24-25

Report of Independent Registered Public Accounting Firm (BDO USA, P.A.;

New York, NY;

PCAOB ID#243) 27

Consolidated Balance Sheets

- April 30, 2025 and 2024 26

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Operations and Comprehensive Income

- Years ended April 30, 2025 and 2024 27

4 unchanged sentences

Notes to Consolidated Financial Statements 31-49

this Form 10-K

Description of Exhibit

Stock Purchase Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc.

and the stockholders of Elcom Technologies Inc.

Stock Purchase

Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc.

and the stockholders of Elcom Technologies

identified on the signature pages thereto

Copy of Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware

Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981

Amendment to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984

Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986

Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987

Amended Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989

Amended and Restated By-Laws of the Registrant, as amended

Specimen of Common Stock certificate

Description of Capital Stock

this Form 10-K

Description of Exhibit

Settlement Agreement dated as of September 13, 2016, by and among Registrant, Privet Fund LP, Privet Fund Management LLC, Ryan J.

Levenson and General Lance W.

Frequency Electronics, Inc.

Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware

to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981

to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984

to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986

and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987

Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989

Restated By-Laws of the Registrant, as amended

of Common Stock certificate

Description of

Capital Stock

Settlement Agreement

dated as of September 13, 2016, by and among Registrant, Privet Fund LP, Privet Fund Management LLC, Ryan J.

Levenson and General

Frequency Electronics,

2005 Stock Plan

Lease Agreement between Registrant and Reckson Operating Partnership, L.P.

Lease Agreement

between Registrant and Reckson Operating Partnership, L.P.

dated January 6, 1998

First Amendment to Lease Amendment between Registrant and RA 55 CLB LLC (as successor-in-interest to Reckson Operating Partnership, L.P.) dated July 25, 2018

Registrant’s Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985

Amendment dated Jan.

First Amendment

to Lease Amendment between Registrant and RA 55 CLB LLC (as successor-in-interest to Reckson Operating Partnership, L.P.) dated July

Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985

1, 1988 to Registrant’s Cash or Deferred Profit Sharing Plan and Trust under Section 401 of Internal Revenue Code

Form of Deferred Compensation Agreement

Form of Stock Appreciation Rights Agreement

Employment Agreement effective as of May 1, 2018, between Stanton Sloane and the Registrant

Promissory Note, dated April 12, 2020, by and between Registrant and JPMorgan Chase Bank, N.A.

Letter from BDO USA, P.C.

(formerly BDO USA, P.A.), dated July 31, 2023

List of Subsidiaries of Registrant

Filed herewith

Consent of GRANT THORNTON LLP

Filed herewith

Consent of BDO USA, P.C.

(formerly BDO USA, P.A.)

Filed herewith

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Filed herewith

Deferred Compensation Agreement

Stock Appreciation Rights Agreement

Electronics, Inc.

Stock Award Plan.

Frequency Electronics, Inc.

Insider Trading Policy

List of Subsidiaries of Registrant

GRANT THORNTON LLP

Certification of

the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of

the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications of

the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Electronics, Inc.

Clawback Policy

Filed herewith

The following materials from the Frequency Electronics, Inc.

Annual Report on Form 10-K for the fiscal year ended April 30, 2024 formatted in Inline eXtensible Business Reporting Language (XBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders’ Equity and (v) Notes to Consolidated Financial Statements

Cover Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101)

* Denoted compensatory plans or arrangements or management contracts

Filed with the SEC as an exhibit, numbered as indicated above, to the registration statement of Registrant on Form S-1, File No.

2-29609, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 3.2 to the registration statement of Registrant on Form S-1, File No.

The following

materials from the Frequency Electronics, Inc.

Annual Report on Form 10-K for the fiscal year ended April 30, 2025 formatted in Inline

eXtensible Business Reporting Language (XBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive

Income (loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders’ Equity

and (v) Notes to Consolidated Financial Statements

Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101)

compensatory plans or arrangements or management contracts

Filed with the SEC as an exhibit,

numbered as indicated above, to the registration statement of Registrant on Form S-1, File No.

2-29609, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 3.2 to the

registration statement of Registrant on Form S-1, File No.

2-71727, which exhibit is incorporated herein by reference.

1 unchanged sentence

[Intentionally Omitted]

Filed with the SEC as Exhibit 3.3 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1985, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.16 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1986, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 3.4 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1987, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.24 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1988, which exhibit is incorporated herein by reference.

Filed with the SEC as an exhibit, numbered as indicated above, to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1990, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 3.3 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1985, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.16 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1986, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 3.4 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1987, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.24 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1988, which exhibit is incorporated

herein by reference.

Filed with the SEC as an exhibit, numbered

as indicated above, to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1990, which

exhibit is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 2.1 to the current report of Registrant on Form 8-K, File No.

Filed with the SEC as Exhibit 2.1 to the

current report of Registrant on Form 8-K, File No.

1-8061, on February 27, 2012, which exhibit is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 3.1 to a current report of the Registrant on Form 8-K, File No.

Filed with the SEC as Exhibit 3.1 to a current

report of the Registrant on Form 8-K, File No.

1-8061, on June 25, 2020, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No.

Filed with the SEC as Exhibit 10.1 to a

current report of the Registrant on Form 8-K, File No.

1-8061, on September 16, 2016, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.13 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1998, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No.

Filed with the SEC as Exhibit 10.13 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 1998, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.1 to a

current report of the Registrant on Form 8-K, File No.

1-8061, on October 4, 2005, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.13 to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.17 to Amendment No.

Filed with the SEC as Exhibit 10.13 to the

annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.17 to Amendment

1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.18 to Amendment No.

1-8061, for the fiscal year ended April 30, 2018,

which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.18 to Amendment

1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference.

1-8061, for the fiscal year ended April 30, 2018,

which exhibit is incorporated herein by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 10.11 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2019, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.11 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2019, which exhibit is incorporated herein

by reference.

[Intentionally Omitted]

Filed with the SEC as Exhibit 10.11 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2020, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 4.2 to the annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2021, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 16.1 to a current report of the Registrant on Form 8-K, File No.

1-8061, on August 1, 2023, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 10.11 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2020, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 4.2 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the fiscal year ended April 30, 2021, which exhibit is incorporated

herein by reference.

Filed with the SEC as Exhibit 10.1 to a

current report of the Registrant on Form 8-K, File No.

1-8061, on October 9, 2024, which exhibit is incorporated herein by reference.

Filed with the SEC as Exhibit 97 to the

annual report of the Registrant on Form 10-K, File No.

1-8061, for the year ended April 30, 2024, which exhibit is incorporated herein

by reference.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FREQUENCY ELECTRONICS, INC.

/s/ Thomas McClelland

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

ELECTRONICS, INC.

Thomas McClelland

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Steven L.

Chief Financial Officer, Secretary and Treasurer

(Principal Financial and Accounting Officer)

August 2, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ Jonathan Brolin

and Chief Executive Officer

Executive Officer)

Financial Officer,

Secretary and Treasurer

Financial and Accounting Officer)

July 18, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated:

Jonathan Brolin

Lead Independent Director

August 2, 2024

July 18, 2025

Jonathan Brolin

/s/ Richard Schwartz

August 2, 2024

Richard Schwartz

/s/ Russell M.

July 18, 2025

Richard Schwartz

Chairman of the Board

August 2, 2024

/s/ GEN Lance W.

July 18, 2025

Lord, USAF, ret

August 2, 2024

July 18, 2025

Thomas McClelland

Director, President and Chief Executive Officer

July 18, 2025

Thomas McClelland

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures