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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): February 1, 2022
 
 
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 February 1, 2022, RF Industries, Ltd., a Nevada corporation (the “Company”) entered into an agreement (the “Lease”) with Sorrento West Properties, Inc., a Delaware corporation (the “Lessor”) to lease industrial and commercial space located at 16868 Via Del Campo Court, San Diego, California. The lease provides for an initial term of ten years, commencing on or about December 1, 2022, at an initial monthly base rent of $139,123.20, plus certain operating expenses.
 
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the lease agreement, a copy of which is filed as Exhibit 10.1, and which is incorporated herein by reference.
 
Item 2.03         Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The disclosures set forth above under Item 1.01 are incorporated herein by reference.
 
Item 7.01         Regulation FD Disclosure.
 
On February 7, 2022, the Company issued a press release announcing its entry into the Lease. A copy of the press release is furnished as Exhibit 99.1 hereto.
 
The information set forth in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01         Financial Statements and Exhibits.
 
(d)         Exhibits.
 
Exhibit No.
 
Description
10.1
 
99.1
 
104
 
Cover Page Interactive Data File (the cover page XBRL tags are embedded within 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.
 
 
February 7, 2022
By:
/s/ Robert Dawson
Robert Dawson
President and Chief Executive Officer
 
 

Exhibit 10.1

 

 

 

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Exhibit 99.1

 

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FOR IMMEDIATE RELEASE

 

Contact:

 

MKR Investor Relations Inc.

Todd Kehrli

Analyst/Investor Contact 

(213) 277-5550 

rfil@mkr-group.com 

 

RF Industries Announces New Corporate Headquarters

to Support Continued Growth

 

SAN DIEGO, CA, February 7, 2022 – RF Industries, Ltd, (NASDAQ: RFIL), a national manufacturer and marketer of interconnect products and systems, today announced that, to support continued growth, it has entered into an agreement to lease a 86,952 square foot facility in the San Diego, California area that will be used as its new corporate headquarters and consolidate its RF Connector and Cable Assembly division and C Enterprises division.

 

Robert Dawson, President and CEO of RF Industries, commented, “We are excited to announce that this new larger facility will serve both as our corporate headquarters and an advanced production facility that provides a significant opportunity to increase our output and better support our inventory and production needs as we continue to grow. The building is currently being renovated and we expect to move in at the end of 2022. The combined operation will include more than 150 employees and will provide a much better experience for our team and a positive cultural impact that is in line with our Company culture of collaboration, innovation, and creativity. This new facility will also allow for production methodology improvements and cross-training for the team that we anticipate will drive meaningful cost savings synergies.”

 

About RF Industries

 

RF Industries designs and manufactures a broad range of interconnect products across diversified, growing markets, including wireless/wireline telecom, data communications and industrial. The Company's products include RF connectors, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. The Company is headquartered in San Diego, California with additional operations in Long Island, New York, Vista, California, Milford, Connecticut and North Kingstown, Rhode Island. Please visit the RF Industries website at www.rfindustries.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements with respect to future events, including the expected move-in date to RF Industries’ new corporate headquarters and facility and the synergies and cost-savings to be achieved therefrom, which are subject to a number of factors that could cause actual results to differ materially. Factors that could cause or contribute to such differences include, but are not limited to: the duration and continuing impact of the coronavirus pandemic on the U.S. economy and the Company’s customers; changes in the telecommunications industry; the Company's reliance on certain distributors and customers for a significant portion of anticipated revenues; the impact of existing and additional future tariffs imposed by U.S and foreign nations; the Company's ability to execute on its new go-to-market strategies and channel models; its ability to expand its OEM relationships; its ability to continue to deliver newly designed and custom fiber optic and cabling products to principal customers; its ability to maintain strong margins and diversify its customer base; and its ability to address the changing needs of the market.  Further discussion of these and other potential risk factors may be found in the Company's public filings with the Securities and Exchange Commission (www.sec.gov) including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. All forward-looking statements are based upon information available to the Company on the date they are published, and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or new information after the date of this release.

 

 

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