R F INDUSTRIES LTD 10-Q

Item 5. Other Information   Waiver and Amendment to Loan Agreement   On September 12, 2023, we entered into Amendment No. 1 and Waiver to the Loan Agreement, dated as of February 25, 2022, (the “Loan Amendment”) with Bank of America, N.A. (the “Bank”). The Loan Amendment, among other matters, provided for a one-time waiver of our failure to maintain (i) consolidated debt to EBITDA ratio not exceeding 3.00 to 1.00 (the “Debt Test”), measured as of the last day of each calendar quarter, for the period ended July 31, 2023; and (ii) consolidated fixed charge coverage ratio of at least 1.25 to 1.00 (the “FCCR Test”), measured as of the last day of each calendar quarter, for the period ended July 31, 2023. The Loan Amendment also waives testing for compliance with the Debt Test and FCCR Test for the quarterly periods ending October 31, 2023, January 31, 2024, April 30, 2024, and July 31, 2024, with the Debt Test and FCCR Test resuming with the period ending October 31, 2024, and continuing thereafter on a trailing 12-month basis. Further, pursuant to the Loan Amendment, we are required to maintain (i) (a) until September 21, 2023, minimum liquidity (week-end cash balance plus availability from the revolving line of credit) of $4.0 million, and (b) from September 22, 2023 and thereafter, liquidity equal to the greater of (1) $4.0 million or (2) 80% of the liquidity that was forecast for this date at the fourth week of the forecast; and (ii) minimum EBITDA of ($400,000), $500,000, $1.0 million, and $1.0 million for the quarters ending October 31, 2023, January 31, 2024, April 30, 2024, and July 31, 2024, respectively. The effectiveness of the Loan Amendment is conditioned upon, among other things, our payment of a waiver fee of $50,000, and each guarantor’s execution of a consent to the Loan Amendment and reaffirmation of its obligations under its respective guaranty.   The foregoing summary description of the Loan Amendment is qualified in its entirety by reference to the complete text of the Loan Amendment, a copy of which is included as Exhibit 10.3 and is incorporated herein by reference.   Insider Trading Arrangements   During the quarterly period ended July 31, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement, and/or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408(a) of Regulation S-K).     22     Item 6. Exhibits   Exhibit   Number   3.1 Amended and Restated Bylaws of RF Industries, Ltd (incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 14, 2023).     10.1 Third Amendment to Lease by and between Sorrento West Properties, Inc. and RF Industries, Ltd., dated July 11, 2023 (incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 13, 2023).     10.2 Managed Client Agreement between RF Industries, Ltd. and RGN-MCA San Diego II, LLC, dated June 27, 2023 (incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 13, 2023).     10.3 Amendment No. 1 and Waiver to Loan Agreement, between Bank of America, N.A. and RF Industries, Ltd., dated September 12, 2023.     31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.     32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     101.INS Inline XBRL Instance Document.     101.SCH Inline XBRL Taxonomy Schema.     101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.     101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.     101.LAB Inline XBRL Taxonomy Extension Label Linkbase.     101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.     104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)     23     SIGNATURES   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 thereunto duly authorized.           RF INDUSTRIES, LTD.       Date: September 14, 2023 By: /s/ Robert Dawson   Robert Dawson President and Chief Executive Officer (Principal Executive Officer)     Date: September 14, 2023 By: /s/ Peter Yin   Peter Yin Chief Financial Officer (Principal Financial and Accounting Officer)   24