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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 23, 2021
Blonder Tongue Laboratories, Inc.
(Exact Name of registrant as specified in its
charter)
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Delaware
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1-14120
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52-1611421
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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One
Jake Brown Road, Old
Bridge, New Jersey 08857
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (732) 679-4000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.001
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BDR
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 23, 2021,Blonder Tongue Laboratories, Inc. (the “Company”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an institutional investor providing for the sale by
the Company to the investor of 200,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share,
at a purchase price of $1.08 per share, resulting in aggregate proceeds to the Company of $216,000. The Shares were offered and sold pursuant
to the Company’s shelf registration statement on Form S-3 (Registration No. 333-254719), previously filed by the Company with the
Securities and Exchange Commission, including the prospectus contained therein and the prospectus supplement dated August 23, 2021 relating
to the offer and sale of the Shares as described herein.
The foregoing summary description of the Purchase Agreement is qualified
in its entirety by reference to that agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
A copy of the opinion of Stradley Ronon Stevens & Young, LLP relating
to the Shares is attached as Exhibit 5.1 hereto.
The above disclosure shall not constitute an offer to sell or the solicitation
of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state.
As previously disclosed, on August 16, 2021,the Company entered
into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”). In accordance
with the terms of the Sales Agreement, the Company may offer and sell from time to time through the Agent shares of the
Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $400,000. The Company's sale
of the Shares pursuant to the Purchase Agreement described in Item 1.01 above will have the effect of reducing the dollar amount of
shares that may be sold pursuant to the Sales Agreement from $400,000 to $184,000.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibit is filed herewith:
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SIGNATURE
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 hereunto duly authorized.
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BLONDER TONGUE LABORATORIES, INC.
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By:
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/s/ Eric Skolnik
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Eric Skolnik
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Senior Vice President and Chief Financial Officer
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Date: August 23, 2021
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Exhibit 5.1
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Stradley Ronon Stevens &
Young,LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com
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August 23, 2021
Blonder Tongue Laboratories, Inc.
One Jake Brown Road
Old Bridge, New Jersey 08857
Re: Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to and for Blonder Tongue
Laboratories, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale of 200,000 shares
of the Company’s common stock, par value $0.001 per share (the “Shares”), which will be offered and sold from time to
time pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Shares are included in
a registration statement on Form S-3 under the Securities Act of 1933, File No. 333-254719, (the “Registration Statement”),
initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 25, 2021 and declared effective
by the Commission on May 13, 2021. The offer and sale of the Shares will be made under the prospectus (the “Prospectus”) included
in the Registration Statement, as supplemented by the prospectus supplement dated August 23, 2021 (the “Prospectus Supplement”),
pursuant to a Stock Purchase Agreement dated August 23, 2021 (the “Purchase Agreement”) between the Company and the purchaser
named therein.
In connection this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Prospectus, (ii) the
Prospectus Supplement, (iii) the Company’s Restated Certificate of Incorporation, included as Exhibit 3.1 to the Company’s
Registration Statement on Form S-1 initially filed with the Commission on October 12, 1995 (and incorporated by reference in the Registration
Statement), (iv) the Company’s Amended and Restated Bylaws, included as Exhibit 3.1 to the Company’s Current Report on Form
8-K filed with the Commission on April 20, 2018 (and incorporated by reference in the Registration Statement), (v) the Purchase Agreement,
(vi) the resolutions of the Company’s board of directors with respect to offer and sale of the Shares and related matters and (vii)
such other records, documents and statutes as we have deemed necessary for purposes of rendering our opinion.
In rendering this opinion, we have assumed and
relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents
submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity
to the originals of all documents submitted to us as certified, electronic or photostatic copies. We have also assumed that any sales
of Shares made pursuant to the Prospectus Supplement and the Purchase Agreement will not exceed the limitations imposed by Rule 415 under
the Securities Act.
The law covered by our opinion is limited to the
federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States of America and the statutes,
judicial and administrative decisions and rules and regulations of the governmental agencies of the State of Delaware. We are not rendering
any opinion as to compliance with any federal or state law, rule, or regulation relating to the sale or issuance of securities, except
to the extent that such compliance is related to the validity of the Shares. This opinion letter is being furnished in connection with
the requirements of Item 601(b)(5) of the Commission’s Regulation S-K, and we express no opinion as to any matter pertaining to
the contents of the Registration Statement, the Prospectus, the Prospectus Supplement or any amendments or supplements thereto, other
than as expressly stated herein with respect to the validity of the Shares.
Philadelphia, PA • Malvern, PA •
Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
Blonder Tongue Laboratories, Inc.
August 23, 2021
Page 2
In addition, our opinions are limited and qualified
in all respects by the effects of (i) general principles of equity and limitations on availability of equitable relief, including specific
performance, whether applied by a court of law or equity, and (ii) bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent
conveyance or fraudulent transfer, receivership, and other laws now or hereafter in force affecting the rights and remedies of creditors
generally (not just creditors of specific types of debtors) and other laws now or hereafter in force affecting generally only creditors
of specific types of debtors.
This opinion letter is given only with respect
to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter
occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any
facts or circumstances which hereafter come to our attention.
Based upon, and subject to, the foregoing, subject
to the qualifications, assumptions and limitations herein stated, we are of the opinion that when the Shares have been issued and delivered
upon payment in full of the consideration therefor as described in the Registration Statement, the Prospectus, Prospectus Supplement and
the Purchase Agreement, the Shares will be validly issued, fully paid and nonassessable..
This opinion is to be used only in connection with
the Registration Statement and the offering of the Shares described herein. This opinion is for your benefit and may be relied upon by
you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.
We hereby consent to your filing of this opinion
as an exhibit to the Company’s Current Report on Form 8-K dated August 23, 2021 and we further consent to the reference to our firm
under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement, and to any reference to our firm in the
Registration Statement as legal counsel who have passed upon the validity of the Shares proposed to be issued thereunder. In giving such
consent, we do not hereby admit that we are “experts” within the meaning of the Securities Act, or the Rules and Regulations
of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
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Very truly yours,
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/s/ STRADLEY RONON STEVENS & YOUNG, LLP
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STRADLEY RONON STEVENS & YOUNG, LLP
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Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement
(this “Agreement”) made and entered into as of August 23, 2021, between Cavalry Fund I LP, 61 Kinderkamack Rd,
Woodcliff Lake, NJ 07677 (hereinafter referred to as "Buyer") and Blonder Tongue Laboratories, Inc. (hereinafter
referred to as “Seller”).
This Agreement sets forth
the terms and conditions upon which Seller is selling and issuing to Buyer and Buyer is purchasing from Seller 200,000 shares (hereinafter
referred to as the "Shares") of Blonder Tongue Laboratories, Inc. common stock pursuant to a registration statement
on Form S-3 (File No. 333-254719), including a base prospectus relating to certain securities, including the Shares, to be offered and
sold from time to time by Seller and a prospectus supplement to the base prospectus specifically relating to the offer and sale of the
Shares (the “Prospectus Supplement”). Except where the context otherwise requires, such registration statement,
and any post-effective amendment thereto, including all documents filed as part thereof or incorporated or deemed to be incorporated by
reference therein, and including any information contained in a prospectus filed with the Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the “Securities Act”) or deemed to be a part of such registration statement
pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.”
In consideration of the mutual
agreements contained herein, and intending to be legally bound, the parties hereby agree as follows:
(a) Shares being Sold.
Subject to the terms and conditions of this Agreement, on the date hereof, Seller is selling the Shares to Buyer.
(b) Consideration.
The purchase price of the Shares shall be a price of $1.08 per share.
(c) Settlement Funds.
Buyer will deliver to Seller $216,000 (“Purchase Price”) in immediately available funds via wire transfer pursuant
to the wire transfer instructions attached hereto as Exhibit A, or via certified check.
(d) Closing. The closing
of the purchase and sale of the Shares shall occur prior to the close of business on August 23, 2021, and shall be deemed to be effective
at such time as the Purchase Price for the Shares is paid by Buyer to Seller.
(e) Delivery by Seller.
On the business day on which Seller has received the Purchase Price, it shall promptly deliver to American Stock Transfer & Trust
Company, an irrevocable instruction to deliver the Shares to Buyer on an expedited basis either (i) via electronic book-entry or (ii)
if requested by Buyer, a physical certificate.
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2.
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No Finder. Seller and Buyer acknowledge that there were no finders or other persons who
are entitled to any fee, commission or similar compensation with respect to the transaction contemplated herein.
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3.
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Representations and Warranties of Seller. Seller
hereby represents and warrants that:
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(a)
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The execution and delivery of this Agreement by Seller, and the consummation by Seller of the transaction
contemplated hereby has been duly approved. Neither the execution and delivery of this Agreement nor the consummation of the transaction
will constitute a violation or default under any term or provision of the Certificate of Incorporation or bylaws of Seller, or of any
contract, commitment, indenture, other agreement or restriction of any kind or character to which Seller is a party or by which Seller
is bound.
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(b)
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Seller and the transactions contemplated by this Agreement meet the requirements for and comply with the
conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and declared
effective under the Securities Act. The Company has not received, and has no notice of, any order of the Commission preventing or suspending
the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the
offer and sale of Shares as contemplated hereby meet the applicable requirements under the Securities Act and comply in all material respects
therewith. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or
to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, the prospectus,
and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior
to the date of this Agreement have been delivered, or are available through EDGAR. Except as disclosed in the Registration Statement or
Prospectus, the Company has not, in the 12 months preceding the date hereof, received notice from the NYSE American Exchange to the effect
that the Company is not in compliance with the listing or maintenance requirements.
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(c)
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The Registration Statement, when it became effective, did not, and will not, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
The Prospectus Supplement and any amendment or supplement thereto, on the date thereof, did not and will not include an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.
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4. Representations
and Warranties of Buyer. Buyer hereby represents and warrants that (a) the execution and delivery of this Agreement by
Buyer, and the consummation by Buyer of the transaction contemplated hereby has been duly approved, (b) neither the execution and
delivery of this Agreement, nor the consummation of the transaction, will constitute a violation or default under any term or
provision of the organizational and governing documents of Buyer, or of any contract, commitment, indenture, other agreement or
restriction of any kind or character to which Buyer is a party or by which Buyer is bound, (c) Buyer has received, or otherwise had
made available to it by the filing by Seller through the EDGAR filing system maintained by the Securities and Exchange Commission)
the Registration Statement, including all documents incorporated or deemed to be incorporated by reference therein, to the date of
this Agreement. Buyer acknowledges that, prior to the delivery of this Agreement to Seller, Buyer will receive certain additional
information regarding the offering of the Stock, including pricing information; (d) Buyer has sufficient knowledge and experience in
financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including
familiarity with previous private and public purchases of speculative securities, that Buyer is capable of evaluating the merits and
risks associated with purchase of the Shares; (e) in evaluating the merits of the purchase of the Shares, Buyer has relied solely on
its own investigation concerning the Shares and has not relied upon any representations provided by Seller, other than that
disclosed in the Registration Statement and other public filings made from time to time by Seller; (f) nothing in this Agreement or
any other materials presented to Buyer in connection with the purchase and sale of the Shares constitutes legal, tax or investment
advice, and Buyer has consulted such legal, tax and investment advisors as Buyer, in its sole discretion, has deemed necessary or
appropriate in connection with the purchase of the Shares; and (g) Buyer has not taken, nor will it take, directly or indirectly any
action designed to stabilize or manipulate the price of Seller's common stock or any security of Seller to facilitate the sale or
resale of any of the Shares.
(a) Expenses. Each
of the parties shall bear its own expenses incurred in conjunction with the Closing hereunder.
(b) Parties in Interest.
All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the representatives,
successors, and assigns of the parties hereto.
(c) Prior Agreements; Amendments.
This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This
Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.
(d) Headings. The section
and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations
of this Agreement.
(e) Counterparts. This
Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
(f) Applicable Law.
This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by Buyer, Seller on the date first above written.
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BUYER:
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Cavalry Fund I LP
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By:
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/s/ Thomas Walsh
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Thomas Walsh - Manager Member - Cavalry Fund I LP
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SELLER
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Blonder Tongue Laboratories, Inc.
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By:
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/s/ Edward R. Grauch
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Edward R. Grauch, Chief Executive Officer
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