Item 9A. Controls and Procedures
Item
9A. 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, as of April 30, 2025, the Company’s disclosure controls and
procedures were 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.
Remediation
of Previously Reported Material Weakness
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. 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:
● The
Company has updated its method of calculating loss provision accruals by considering previously
recognized contract losses.
● The
Company has implemented enhanced review, reconciliation, and monitoring controls over loss
provision accruals and its underlying calculations.
As
of April 30, 2025, the Company’s management believes the identified material weakness has been remediated.
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. GAAP. 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 effective as of April 30, 2025.
50
Table of Contents
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.
Except
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.]
Item
9B. Other Information
During
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.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
applicable.
51
Table of Contents
PART
III
Item
10. 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, 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.
We
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
Form 10-K.
Item
11. Executive Compensation
The
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.”
Item
12. 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 2025 Proxy Statement under “Executive
Compensation” and “Stock Ownership of Certain Beneficial Owners and Management.”
EQUITY
COMPENSATION PLAN INFORMATION
Plan
Category
Number
of
securities
to be
issued upon
exercise of
outstanding
options,
warrants
and rights
and vesting
of RSU’s
and PSU’s
Weighted-
average
exercise
price of
outstanding options,
warrants
and rights
Number
of
securities
remaining
available
for future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
(a)
(b)
(c)
Equity Compensation Plans
Approved
by Security Holders (1)
529,849
$ -
1,347,114
(1) The
Company’s equity compensation plans are described in Note 11 to the Consolidated Financial
Statements.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
information required pursuant to this item is incorporated herein by reference from the Company’s 2025 Proxy Statement under “Election
of Directors.”
Item
14. Principal Accountant Fees and Services
The
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.”
52
Table of Contents
PART
IV
Item
15. Exhibits and Financial Statement Schedules
(a)
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:
Page(s)
Report of Independent Registered Public Accounting Firm ( GRANT THORNTON LLP .; Melville, NY ; PCAOB ID# 248 ) 24-25
Consolidated Balance Sheets
- April 30, 2025 and 2024 26
Consolidated Statements of Operations and Comprehensive Income
- Years ended April 30, 2025 and 2024 27
Consolidated Statements of Cash Flows
- Years ended April 30, 2025 and 2024 28-29
Consolidated Statements of Changes in Stockholders’ Equity
- Years ended April 30, 2025 and 2024 30
Notes to Consolidated Financial Statements 31-49
(2) EXHIBITS
Exhibit
No. in
this
Form 10-K
Description
of Exhibit
NOTE
2.1
Stock Purchase
Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc. and the stockholders of Elcom Technologies
Inc. identified on the signature pages thereto
(11)
3.1
Copy of
Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware
(1)
3.2
Amendment
to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981
(2)
3.3
Amendment
to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984
(5)
3.4
Amendment
to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986
(7)
3.5
Amended
and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987
(9)
3.6
Amended
Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989
(9)
3.7
Amended and
Restated By-Laws of the Registrant, as amended
(13)
4.1
Specimen
of Common Stock certificate
(1)
4.2
Description of
Capital Stock
(24)
53
Table of Contents
Exhibit
No. in
this
Form 10-K
Description
of Exhibit
NOTE
10.1
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. Lord
(14)
10.2*
Frequency Electronics,
Inc. 2005 Stock Plan
(16)
10.3
Lease Agreement
between Registrant and Reckson Operating Partnership, L.P. dated January 6, 1998
(15)
10.4
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
(17)
10.5*
Registrant’s
Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985
(6)
10.6
Amendment
dated Jan. 1, 1988 to Registrant’s Cash or Deferred Profit Sharing Plan and Trust under Section 401 of Internal Revenue Code
(8)
10.7*
Form of
Deferred Compensation Agreement
(18)
10.8*
Form of
Stock Appreciation Rights Agreement
(19)
10.11*
Frequency
Electronics, Inc. Stock Award Plan.
(25)
19
Frequency Electronics, Inc. Insider Trading Policy
Filed
herewith
21
List of Subsidiaries of Registrant
Filed
herewith
23.1
Consent of
GRANT THORNTON LLP
Filed
herewith
31.1
Certification of
the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed
herewith
31.2
Certification of
the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed
herewith
32
Certifications of
the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed
herewith
97
Frequency
Electronics, Inc. Clawback Policy
(26)
101
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
104
Cover
Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101)
* Denoted
compensatory plans or arrangements or management contracts
54
Table of Contents
NOTES:
(1)
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.
(2)
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.
(3)
[Intentionally Omitted]
(4)
[Intentionally Omitted]
(5)
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.
(6)
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.
(7)
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.
(8)
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.
(9)
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.
(10)
[Intentionally Omitted]
(11)
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.
(12)
[Intentionally Omitted]
(13)
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.
(14)
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.
(15)
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.
(16)
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.
(17)
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.
(18)
Filed with the SEC as Exhibit 10.17 to Amendment
No. 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.
(19)
Filed with the SEC as Exhibit 10.18 to Amendment
No. 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.
(20)
[Intentionally Omitted]
(21)
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.
(22)
[Intentionally Omitted]
(23)
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.
(24)
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.
(25)
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.
(26)
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.
Item
16. Form 10-K Summary.
None.
55
Table of Contents
SIGNATURES
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.
By:
/s/
Thomas McClelland
Thomas
McClelland
President
and Chief Executive Officer
(Principal
Executive Officer)
By:
/s/
Steven L. Bernstein
Steven
L. Bernstein
Chief
Financial Officer,
Secretary and Treasurer
(Principal
Financial and Accounting Officer)
Dated:
July 18, 2025
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:
Signature
Title
Date
/s/
Jonathan Brolin
Lead Independent Director
July 18, 2025
Jonathan Brolin
/s/
Richard Schwartz
Director
July 18, 2025
Richard Schwartz
/s/
Russell M. Sarachek
Chairman of the Board
July 18, 2025
Russell M. Sarachek
/s/
GEN Lance W. Lord, USAF, ret
Director
July 18, 2025
Lance W. Lord
/s/
Thomas McClelland
Director, President and Chief Executive Officer
July 18, 2025
Thomas McClelland
56