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, 2026, 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.
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, 2026. 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, 2026.
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.
There
have 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, 2026 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, 2026, 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.
48
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, 2026, for the annual meeting of stockholders to be held on or about October 7, 2026
(the “2026 Proxy Statement”). See “Election of Directors,” “Delinquent Section 16(a) Reports,”
“Corporate Governance Matters – Code of Ethics and Corporate Governance Guidelines,” and “Certain Information
as to Committees and Meetings of the Board” from the Company’s 2026 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 incorporated by reference 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 2026 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 2026 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)
436,148
$ -
1,269,186
(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 2026 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 2026 Proxy Statement under “Appointment of Independent
Auditors.”
49
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 ) 20-21
Consolidated Balance Sheets - April 30, 2026 and 2025 22
Consolidated Statements of Operations - Years ended April 30, 2026 and 2025 23
Consolidated Statements of Cash Flows - Years ended April 30, 2026 and 2025 24-25
Consolidated Statements of Changes in Stockholders’ Equity - Years ended April 30, 2026 and 2025 26
Notes to Consolidated Financial Statements 27-47
(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
Filed herewith
3.2
Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981
Filed herewith
3.3
Amendment to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984
Filed herewith
3.4
Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986
Filed herewith
3.5
Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987
Filed herewith
3.6
Amended Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989
Filed herewith
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)
50
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)
10.9*
Frequency Electronics, Inc. Stock Award Plan.
(25)
10.10
Credit Agreement dated June 12, 2026, by and among the Company, as borrower,
FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender
(27)
10.11
Pledge and Security Agreement dated June 12, 2026, by and among the
Company, as borrower, FEI-Zyfer, Inc., as subsidiary guarantor, and JPMorgan Chase Bank, N.A., as the Lender
(28)
19
Frequency Electronics, Inc. Insider Trading Policy
(29)
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, 2026 formatted in Inline eXtensible Business Reporting Language
(XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (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
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.
51
Table of Contents
(2)
[Intentionally Omitted]
(3)
[Intentionally Omitted]
(4)
[Intentionally Omitted]
(5)
[Intentionally Omitted]
(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)
[Intentionally Omitted]
(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)
[Intentionally Omitted]
(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.
(27)
Filed with the SEC as Exhibit 10.1 to a current report
of the Registrant on Form 8-K, File No. 1-8061, on June 12, 2026, which exhibit is incorporated herein by reference.
(28)
Filed with the SEC as Exhibit 10.2 to a current report
of the Registrant on Form 8-K, File No. 1-8061, on June 12, 2026, which exhibit is incorporated herein by reference.
(29)
Filed with the SEC as Exhibit 19 to the annual report of the Registrant
on Form 10-K, File No. 1-8061, for the year ended April 30, 2025, which exhibit is incorporated herein by reference.
Item 16. Form 10-K Summary.
None.
52
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 16, 2026
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 16, 2026
Jonathan Brolin
/s/ Richard Schwartz
Director
July 16, 2026
Richard Schwartz
/s/ Russell M. Sarachek
Chairman of the Board
July 16, 2026
Russell M. Sarachek
/s/ GEN Lance W. Lord, USAF, ret
Director
July 16, 2026
Lance W. Lord
/s/ Thomas McClelland
Director, President and Chief Executive Officer
July 16, 2026
Thomas McClelland
53