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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): June 30, 2021
 
 
R F INDUSTRIES, LTD.
 
 
(Exact name of registrant as specified in its charter)
 
 
Nevada
 (State or Other Jurisdiction
of Incorporation)
0-13301
(Commission File Number)
88-0168936
 (I.R.S. Employer
Identification No.)
 
7610 Miramar Road, Bldg. 6000
San Diego, California 92126-4202
(Address of Principal Executive Offices)
 
(858) 549-6340
(Registrant’s Telephone Number)
 
 
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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
     
Common Stock, $0.01 par value per share
RFIL
NASDAQ Global Market
 
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
 
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 June 30, 2021, Cables Unlimited, Inc. (“Cables Unlimited”), the New York-based subsidiary of RF Industries, Ltd., entered into an amendment to its lease with K&K Unlimited, as landlord, under which Cables Unlimited leases its manufacturing facility in Yaphank, New York. Under the amendment, the parties agreed that the term of the lease shall be extended for three years to June 30, 2024, and that the three-year extension described in the amendment does not constitute the exercise of an Option to Extend as set forth in Paragraph 21.12 of the original lease between the parties dated June 15, 2011, as amended in April 2016 and June 2017. Furthermore, commencing on July 1, 2021, the base rent will increase to $15,000 a month and will continue through June 30, 2024. The parties also agreed that except as set forth in the amendment, all of the terms and provisions of the lease shall apply during the term as extended by the amendment, and shall remain unmodified and in full force and effect.
 
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the amendment, a copy of which is filed as Exhibit 10.1, and which is incorporated herein by reference.
 
Item 9.01         Financial Statements and Exhibits
 
 
(d)
Exhibits.
 
Exhibit No.
 
Description
10.1
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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 hereunto duly authorized.
 
June 30, 2021
By:
/s/ Robert Dawson
Robert Dawson
President and Chief Executive Officer
 
 

 

 

Exhibit 10.1

 

AMENDMENT TO LEASE

 

THIS AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 30th day of June, 2021 (the “Effective Date”) by and between K & K Unlimited, a New York limited liability company (“Landlord”) and Cables Unlimited, Inc. a New York corporation (“Tenant”) based on the following facts.

 

A.         Landlord and Tenant entered into that certain Single Tenant Commercial Lease dated as of June 15, 2011, as amended in April 2016 and June 2017 (collectively, the “Original Lease”), whereby Tenant leased certain real property located at 3 Old Dock Road, Yaphank, New York 11980, as more particularly described in the Original Lease (the “Premises”) from Landlord. The Original Lease, as amended by this Amendment, is referred to herein as the “Lease.”

 

B.         By this Amendment, Landlord and Tenant desire to extend the Term of the Lease and to otherwise modify the Original Lease as provided herein.

 

C.         Unless otherwise defined herein, capitalized terms as used herein shall have the same meanings as given thereto in the Original Lease.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1. Extended Lease Term. The Term of the Lease shall be extended for three years such that the Lease shall terminate on June 30, 2024, and all references in the Lease to the “Term” or words of similar import shall mean the period through June 30, 2024, and all references in the Lease to the “Termination Date” or words of similar import shall mean June 30, 2024.

 

2. Option to Extend. The three year extension of the Term described in this Amendment does not constitute the exercise of an Option to Extend as set forth in Paragraph 21.12 of the Lease, which Option remains in full force and effect on the terms set forth in the Lease, except that all references to the “original Termination Date” are revised to mean the Termination Date as extended by this Amendment.

 

3. Lease Terms. Commencing on July 1, 2021, and continuing through June 30, 2024, the Base Rent shall be $15,000 a month. Except as set forth in this Amendment, all of the terms and provisions of the Lease shall apply during the Term as extended by this Amendment and shall remain unmodified and in full force and effect. In the event of a conflict between the terms and provisions of the Lease and the terms and provisions of this Amendment, the terms and provisions of this Amendment shall control.

 

4. Counterparts and Fax/Email Signatures This Amendment may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement. This Amendment may be executed by a party’s signature transmitted by facsimile (“fax”) or email, and copies of this Amendment executed and delivered by means of faxed or emailed signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. Any party executing and delivering this Amendment by fax or email shall promptly thereafter deliver a counterpart signature page of this Amendment containing said party’s original signature, if so requested by the other party.

 

[SIGNATURE PAGE FOLLOWS]

 

1
 

 

Executed as of the date first above written.

 

  LANDLORD:  
       
  K&K Unlimited, a New York limited liability company  
       
  By: /s/D. Clark  
    Print Name: Darren Clark  
    Title: Management Member  
       
  TENANT:  
       
  Cables Unlimited, Inc., a New York corporation  
       
  By: /s/D. Clark  
    Print Name: Darren Clark  
    Title: President  
       
       
   

With a copy to:

 
       
    RF Industries, Ltd.  

 

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