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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): November 15, 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 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 425,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share,
at a purchase price of $1.12 per share, resulting in aggregate proceeds to the Company of $476,000. 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 November 15, 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.
Item 8.01 Other Events.
As previously disclosed, on August 16, 2021, the Company entered into
a Sales Agreement with Roth Capital Partners, LLC (the “Agent”), which provides for the offer and sale by Company from time
to time through the Agent shares of the Company’s common stock, par value $0.001 per share. As of November 12, 2021, the Company
had completed the issuance and sale of shares of its common stock in an aggregate amount of $179,506 through sales made pursuant to the
Sales Agreement.
The following risk factor is intended to update the risk factor include
in the Company's Form 10-Q for the quarter ended September 30, 2021 with respect to compliance with the listing requirements of NYSE American:
We are subject to the continued listing requirements
of the NYSE American. If we are unable to comply with such requirements, our common stock would likely be delisted from the NYSE American,
which would limit investors’ ability to effect transactions in our common stock and subject our common stock to additional trading
restrictions.
Our common stock is currently
listed on NYSE American. In order to maintain our listing, we must maintain certain share prices, financial and share distribution targets,
including maintaining a minimum amount of stockholders’ equity and a minimum number of public shareholders. In addition to these
objective standards, NYSE American may delist the securities of any issuer for other reasons involving the judgment of NYSE American.
On June 10, 2020 we received written notification from NYSE American that we were not in compliance with the continued listing standard
under Section 1003(a)(iii) of the NYSE American Company Guide (“Company Guide”), which requires a listed company to have stockholders’
equity of at least $6 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years.
In accordance with NYSE American requirements, we submitted a plan addressing how we intend to regain compliance with Section 1003(a)(iii)
by December 10, 2021, the deadline for us to regain compliance.
On August 27, 2020, we received
notice that our plan to regain compliance with Section 1003(a)(iii) of the Company Guide had been accepted and that we had been granted
a plan period through December 10, 2021. As a result, the listing of our common stock on NYSE American is being continued during the plan
period pursuant to an extension. However, during the plan period we are subject to periodic review by NYSE Regulation staff, including
quarterly monitoring, to determine if we are making progress consistent with the plan.
On December 9, 2020, we received an additional
written notification from NYSE American that we were not in compliance with the continued listing standard set forth in Section 1003(a)(ii)
of the Company Guide, which requires a listed company to have stockholders’ equity of at least $4 million if it has reported losses
from continuing operations and/or net losses in three of its four most recent fiscal years.
On April 2, 2021, we received an additional written
notification from NYSE American that we were not in compliance with the continued listing standard set forth in Section 1003(a)(i) of
the Company Guide, which requires a listed company to have stockholders’ equity of at least $2 million if it has reported losses
from continuing operations and/or net losses in two of its three most recent fiscal years.
If we are not in compliance
with all of these continued listing standards by December 10, 2021, or if NYSE Regulation determines that we are not making sufficient
progress consistent with our plan, delisting proceedings will be instituted against us, as appropriate.
Due largely to the continuing
effects of the COVID-19 pandemic, we did not meet certain elements of the near-term milestones we had included as part of the compliance
plan we submitted to the NYSE American. As a result, it is possible that NYSE Regulation will determine that we are not making sufficient
progress consistent with our plan and may request that we submit a revised plan or may initiate delisting proceedings against us. We cannot
assure you that we will make sufficient progress to regain compliance with these listing standards by December 10, 2021 under our initial
plan or any revision we make to such plan or that NYSE Regulation will accept any revisions we propose to make to our initial plan, or
that delisting proceedings may not be instituted against us based on our not meeting certain elements of the near-term milestones we had
included as part of the compliance plan we submitted. If the measurement date for regaining compliance was November 15, 2021, the date
of this Current Report on Form 8-K, we would not have met the continued listing standards. Based on current circumstances, the Company
does not believe it will be able to regain compliance by the December 10, 2021 deadline. If delisting proceedings are instituted against
us, we would have the right to appeal any delisting determination.
If NYSE American delists our
common stock from trading on the exchange and we are not able to list our securities on another national securities exchange, we expect
our common stock would qualify to be quoted on an over-the-counter market. If this were to occur, we could experience a number of adverse
consequences, including:
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limited availability of market
quotations for the common stock;
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reduced liquidity for our securities;
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our common stock being categorized
as a “penny stock,” which requires brokers trading in our common stock to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our common stock; and
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decreased ability to issue additional
securities or obtain additional financing in the future.
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In addition, the National
Securities Markets Improvement Act of 1996 generally preempts the states from regulating the sale of “covered securities.”
Our common stock qualifies as “covered securities” because the shares of common stock are listed on NYSE American. If our
common stock were no longer listed on NYSE American, our securities would not be “covered securities” and we would be subject
to regulation in each state in which we offer our securities.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits. The following
exhibit is filed herewith:
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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Skolnik
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Senior Vice President and Chief Financial Officer
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Date: November 15, 2021
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4
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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November
15, 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 425,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”),
which are being 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 November 15,
2021 (the “Prospectus Supplement”), pursuant to a Stock Purchase Agreement dated as of November 15, 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,
as amended by the Amendment, 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.
November 15, 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 November 15, 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 November 15, 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”).
Background
This Agreement sets forth
the terms and conditions upon which Seller is selling and issuing to Buyer and Buyer is purchasing from Seller 425,000 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 $1.12 per share.
(c) Settlement Funds.
Buyer will deliver to Seller $476,000.00 (“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 November 15, 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.
2.
No Finder. Seller acknowledges that any finders or other persons entitled to receive from Seller any fee, commission
or similar compensation with respect to the transaction contemplated herein, will be paid by Seller. Buyer acknowledge that there were
no finders or other persons who are entitled to receive from Buyer any fee, commission or similar compensation with respect to the transaction
contemplated herein .
3.
Representations and Warranties of Seller. Seller hereby represents and warrants that:
(a)
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.
(b)
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. For a period of 180 days hereafter, the Company will refrain from effecting
sales of its common stock under any “at the market offering” program, without the prior written consent of Buyer. 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.
(c)
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.
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 – Managing Member
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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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