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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 31, 2023

 

Wireless Telecom Group, Inc.

 

(Exact Name of Registrant as Specified in Its Charter)

 

New Jersey

 

(State or Other Jurisdiction of Incorporation)

 

001-11916   22-2582295

(Commission

File Number)

 

(IRS Employer

Identification No.)

     
25 Eastmans Road    
Parsippany, New Jersey   07054
(Address of Principal Executive Offices)   (Zip Code)

 

(973) 386-9696

 

(Registrant’s Telephone Number, Including Area Code)

 

 

 

(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 (see General Instruction A.2. below):

 

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   Name of each exchange on which registered
Common Stock   WTT   NYSE American

 

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 March 31, 2023, Boonton Electronics Corporations (“Tenant”), a wholly owned subsidiary of Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), and Icon Keystone NJP III Owner Pool 4 NJ, LLC (the “Landlord”) entered into the Sixth Amendment to Lease, effective as of April 1, 2023 (“Sixth Amendment”), amending that certain lease dated September 26, 1994, as amended (the “Lease”), to remain at its principal corporate headquarters in Hanover Township, Parsippany, New Jersey through March 31, 2024. Under the Lease, Landlord leased to Tenant certain premises consisting of approximately 45,700 rentable square feet. Pursuant to the Sixth Amendment, the term of the Lease was extended for a period of 12 months, commencing April 1, 2023 and expiring on March 31, 2024 (the “Extension Term”). During the Extension Term, Tenant shall pay fixed monthly rent of $60,933.33.

 

On March 31, 2023, Tenant entered into the Ratification of Assignment and Assumption of Sublease and Amendment to Sublease (the “Sublease Amendment”) of that certain sublease dated March 1, 2022 (the “Sublease”) between Tenant and RF Industries, Ltd. (the “Prior Subtenant”) for 23,300 rentable square feet of space at Tenant’s corporate headquarters in Hanover Township, Parsippany, New Jersey. Under the terms of the the Sublease Amendment the Prior Subtenant retroactively assigned all of its rights and liabilities under the Sublease to Microlab/FXR, LLC (the “Subtenant”). Additionally, the term of the Sublease was extended for a period of four (4) months, commencing April 1, 2023 and expiring on July 31, 2023. During the term commencing April 1, 2023 and expiring on July 31, 2023 Subtenant shall pay Tenant fixed monthly rent of $31,075.00.

 

A copy of the Sixth Amendment and Sublease Amendment are attached to this Current Report on Form 8-K and incorporated herein by reference. The description of the Sixth Amendment and Sublease Amendment provided herein are qualified in their entirety by reference to the terms of the Sixth Amendment and Sublease Amendment as set forth in Exhibits 10.1 and 10.2, respectively.

 

Item 9.01. Financial Statements Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Sixth Amendment to Lease
     
10.2   Ratification of Assignment and Assumption of Sublease and Amendment to Sublease
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  WIRELESS TELECOM GROUP, INC.
     
Date: April 3, 2023 By: /s/ Michael Kandell
    Michael Kandell
    Chief Financial Officer

 

 

 

Exhibit 10.1

 

SIXTH AMENDMENT TO LEASE

 

THIS SIXTH AMENDMENT TO LEASE (this “Amendment”) is dated as of March 31, 2023 (the “Effective Date”) and is entered into by and between ICON KEYSTONE NJP III OWNER POOL 4 NJ, LLC, a Delaware limited liability company (“Landlord”) and BOONTON ELECTRONIC CORPORATION, a New Jersey corporation (“Tenant”), with reference to the following facts:

 

A. Landlord and Tenant are the current “landlord” and “tenant”, respectively, under that certain Lease dated as of September 26, 1994, as amended by that certain Letter Agreement dated as of July 30, 1997, that certain Second Amendment to Lease dated as of September 12, 2001, that certain Third Amendment to Lease dated as of May 5, 2011, that certain Fourth Amendment to Lease dated as of February 25, 2014, and that certain Fifth Amendment to Lease Agreement dated as of May 1, 2015 (collectively, the “Original Lease”), pursuant to which Landlord leases unto Tenant, and Tenant leases from Landlord, those certain premises located at 25 Eastmans Road, Suite 100, Parsippany, New Jersey 07054, containing approximately 45,700 rentable square feet (the “Demised Premises”).

 

B. Landlord and Tenant desire to modify and amend the Lease as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt whereof and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

 

1. Scope of Amendment; Defined Terms; Incorporation of Recitals. Except as expressly provided in this Amendment, the Original Lease shall remain in full force and effect in all respects and the term “Lease” shall mean the Original Lease as modified by this Amendment. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Original Lease. The preamble and recitals set forth above, and the exhibit attached hereto, are hereby incorporated into this Amendment by this reference in their entirety.

 

2. Modifications and Amendments. The Original Lease is hereby modified and amended as follows:

 

(a) Term. The Term is hereby extended for a period of twelve (12) months commencing April 1, 2023 and ending March 31, 2024 (the “Extension Term”). During the Extension Term, all of the provisions of the Original Lease will apply, except as otherwise modified or amended in this Amendment.

 

(b) Monthly Base Rent. During the Extension Term, Tenant shall pay fixed rent (“Base Rent”) in accordance with the following schedule:

 

Months   Monthly Payment
April 1, 2023 – March 31, 2024   $60,933.33

 

(c) Notices. All notices to Landlord shall be addressed to:

 

Icon Keystone NJP III Owner Pool 4 NJ, LLC

90 Park Avenue, 32nd Floor

New York, NY 10016

Attn: General Counsel

Email: opsdistribution@linklogistics.com

 

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With copies of any notices to Landlord shall be sent to:

 

Icon Keystone NJP III Owner Pool 4 NJ, LLC

602 W. Office Center Drive, Suite 200

Fort Washington, PA 19034

Attn: Lease Administration

Email: leaseadministration@linklogistics.com

 

3. Condition of Demised Premises. Tenant acknowledges that it currently occupies the Demised Premises and agrees by remaining in the Demised Premises that it accepts the Demised Premises in their “as-is” condition, with no additional obligation on the part of Landlord to repair, remodel or refurbish the Demised Premises in any respect, subject to Landlord’s maintenance, repair, and restoration obligations in the Lease.

 

4. Use. In no event shall any portion of the Demised Premises be used for any marijuana or marijuana related business (including, but not limited to, the cultivation, manufacture, processing, storage or sale of cannabis or cannabis-related products). In addition, notwithstanding anything to the contrary in the first grammatical sentence of Section 8(d) of the Original Lease, Tenant is and shall be permitted to use in the Demised Premises the Hazardous Substances contained in the materials listed on Exhibit A to this Amendment, which materials shall only be handled, stored and used in quantities and use consistent with the use of the Demised Premises otherwise permitted by Section 8 of the Original Lease.

 

5. Compliance with Environmental Laws. The fourth (4th) grammatical paragraph of Section 16(b) of the Original Lease is hereby amended and restated in its entirety as follows:

 

“Tenant shall diligently effectuate and complete full compliance with ISRA and any other applicable Environmental Law, including but not limited to any necessary cleanup. Tenant shall commence its compliance with such laws in sufficient time prior to the expiration of the term of this Lease (which shall mean the term of the Lease as the same may have been extended), so as to complete its obligations under this paragraph prior to the expiration of the term of this Lease. Tenant shall deliver to Landlord an Entire Site Unrestricted Response Action Outcome (“RAO”) as defined by the New Jersey Brownfield and Contaminated Site Remediation Act, N.J.S.A 58:10B-1, et seq. and guidance issued by the New Jersey Department of Environmental Protection thereunder, prior to the expiration of the term of this Lease. If Tenant fails to deliver to Landlord a RAO prior to the expiration of the term of this Lease, then Tenant shall provide a RAO to Landlord as soon as reasonably practicable after the expiration of the term of this Lease, and Tenant and Landlord shall enter into an access agreement in form and substance reasonably approved by Tenant and Landlord prior to the expiration of the term of this Lease. Tenant’s obligations under this paragraph shall survive the termination of this Lease.”

 

6. Options. All option rights granted to Tenant, if any, contained in the Lease, including, without limitation, options and rights to extend or renew the term of the Lease, expand the Demised Premises, terminate the Lease and purchase the Demised Premises, are hereby deleted and are of no force and effect.

 

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7. Payment of Commission. In connection with this Amendment, each party hereto represents to the other that the representing party has not used the services of a broker or other real estate agent or licensee other than Cushman & Wakefield representing Tenant (“Tenant’s Broker”) and CBRE representing Landlord (“Landlord’s Broker’). In the event of a claim for broker’s fee, finder’s fee, commission or other similar compensation in connection herewith based on any other relationship with or through either party, such party hereby agrees to protect, defend and indemnify the other party against and hold such other party harmless from any and all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable attorneys’ fees and costs) which such other party may sustain or incur by reason of such claim. Brokerage commissions of Landlord’s Broker and Tenant’s Broker shall be paid by Landlord pursuant to a separate commission agreement.

 

8. Waiver. No failure or delay by a party to insist upon the strict performance of any term, condition or covenant of this Amendment, or to exercise any right, power or remedy hereunder shall constitute a waiver of the same or any other term of this Amendment or preclude such party from enforcing or exercising the same or any such other term, conditions, covenant, right, power or remedy at any later time.

 

9. Ratification. As amended hereby the Lease is hereby ratified and shall remain in full force and effect. As of the execution hereof, Tenant represents, acknowledges and confirms to Landlord that all of the terms, conditions, covenants, agreements and provisions of the Original Lease, except as modified hereby, are in full force and effect.

 

10. Governing Law; Venue. This Amendment shall be construed and governed by the laws of the state where the Demised Premises are located. Except to the extent required otherwise by applicable law, the venue for any action relating to this Amendment shall be brought solely and exclusively in the state and the county in which the Demised Premises are located.

 

11. Authority. This Amendment shall be binding upon and inure to the benefit of the parties, their respective heirs, legal representatives, successors and assigns. Each party hereto warrants to the other that (i) it has full right and authority to execute, deliver and perform this Amendment, (ii) the person signing below on such party’s behalf is authorized to do so and to bind such party to the terms of this Amendment, and (iii) no consent or approval of any person or entity is necessary for the consummation by the representing party of this Amendment that has not been obtained by the representing party prior to the execution and delivery of this Amendment.

 

12. Attorneys’ Fees and Costs. In the event of any action at law or in equity between the parties to enforce any of the provisions hereof, the substantially non-prevailing party to such litigation shall pay to the substantially prevailing party all costs and expenses, including reasonable attorneys’ fees (including costs and expenses incurred in connection with all appeals) incurred by the substantially prevailing party, and these costs, expenses and attorneys’ fees may be included in and as part of the judgment.

 

13. Holding Over. If Tenant remains in possession of all or any part of the Demised Premises after the Expiration Date, then such holding over shall be a tenancy at sufferance, for the entire Demised Premises, subject to the terms and conditions of the Lease, except that Tenant shall pay monthly installments of Base Rent (determined on a per month basis without reduction for partial months during the holdover) equal to 200% of the monthly installment of Base Rent in effect immediately prior to such holding. This Section shall not be construed as Landlord’s permission for Tenant to holdover. Acceptance of rent by Landlord following expiration or termination shall not constitute an extension of the Term or prevent Landlord from immediate recovery of possession of the Demised Premises by summary proceedings or otherwise. Notwithstanding any provision in this Lease to the contrary, any holdover by Tenant shall constitute an event of default on the part of Tenant under this Lease entitling Landlord to exercise, without obligation to provide Tenant any notice or cure period, all of the remedies available to Landlord in the case of an event of default by Tenant. If Tenant remains in possession of all or any part of the Demised Premises after the Expiration Date, then Tenant shall indemnify and hold Landlord harmless from and against all losses (including, without limitation, consequential damages) resulting from or arising out of Tenant’s failure to surrender the Demised Premises, including, but not limited to, any amounts required to be paid to any tenant or prospective tenant who was to have occupied the Demised Premises after the Expiration Date and any related attorneys’ fees and brokerage commissions. By way of clarification and not limitation, the performance of Tenant’s obligations under the fourth (4th) grammatical paragraph of Section 16(d) of the Original Lease, as amended by this Amendment, following the end of the term of this Lease shall not constitute Tenant’s remaining in possession of all or any part of the Demised Premises, shall not be deemed a holdover by Tenant, and shall not be subject to the terms of this Section 13.

 

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14. Entire Agreement; No Amendment. This Amendment constitutes the entire agreement and understanding between the parties with respect to the subject of this amendment and shall supersede all prior written and oral agreements concerning this subject matter. This Amendment may not be amended, modified or otherwise changed in any respect whatsoever except by a writing duly executed by authorized representatives of Landlord and Tenant. Each party acknowledges that it has read this Amendment, fully understands all of this Amendment’s terms and conditions, and executes this Amendment freely, voluntarily and with full knowledge of its significance. Each party to this Amendment has had the opportunity to receive the advice of counsel prior to the execution hereof.

 

15. Severability. If any provision of this Amendment or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Amendment and the application of such provision to other persons or circumstances, other than those to which it is held invalid, shall not be affected and shall be enforced to the furthest extent permitted by law.

 

16. Counterparts. This Amendment may be executed in counterparts and in facsimile or by PDF, and such counterparts together shall constitute but one original of the Amendment. Each counterpart shall be equally admissible in evidence, and each original shall fully bind each party who has executed it.

 

17. Agreement to Perform Necessary Acts. Each party agrees that upon demand, it shall promptly perform all further acts and execute, acknowledge, and deliver all further instructions, instruments and documents which may be reasonably necessary or useful to carry out the provisions of this Amendment.

 

18. Captions and Headings. The titles or headings of the various paragraphs hereof are intended solely for convenience of reference and are not intended and shall not be deemed to modify, explain or place any construction upon any of the provisions of this Amendment.

 

[Signatures on Following Page]

 

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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the Effective Date.

 

  LANDLORD:
     
  ICON KEYSTONE NJP III OWNER POOL 4 NJ, LLC, a Delaware limited liability company
     
  By: /s/ Charlie Ripple
  Name: Charlie Ripple
  Title: Vice President
     
  TENANT:
     
  BOONTON ELECTRONIC CORPORATION, a New Jersey corporation
     
  By: /s/ Michael Kandell
  Name: Michael Kandell
  Title : CFO

 

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EXHIBIT A

 

List of Hazardous Substances

 

 

 A-1 

 

Exhibit 10.2

 

RATIFICATION OF ASSIGNMENT AND ASSUMPTION OF SUBLEASE

AND AMENDMENT TO SUBLEASE

 

This RATIFICATION OF ASSIGNMENT AND ASSUMPTION OF SUBLEASE AND AMENDMENT TO SUBLEASE (this “Amendment”) is entered into as of March 31, 2023, by and between Boonton Electronics Corp., a New Jersey corporation (“Sublandlord”), and Microlab/FXR LLC, a New Jersey limited liability company (“Subtenant”), and is joined by RF Industries, Ltd., a Nevada corporation (“Prior Subtenant”) for purposes of ratifying the assignment of the Sublease.

 

WHEREAS, Sublandlord and Subtenant, as successor by Prior Subtenant, are parties to that Sublease dated December 16, 2021 (the “Sublease”) for 23,300 rentable square feet of space in the building known as 25 Eastmans Road, Parsippany, New Jersey 07054, as more particularly described in the Sublease.

 

WHEREAS, effective as of March 1, 2022 (the “Assignment Effective Date”), Prior Subtenant assigned all of its rights and liabilities under the Sublease to Subtenant, as contemplated by Section 2 of the Sublease, and Subtenant accepted such assignment and assumed Prior Subtenant’s obligations and liabilities of under the Sublease.

 

WHEREAS, the Term of the Sublease expires on March 30, 2023.

 

WHEREAS, Prior Subtenant and Subtenant desire to ratify the assignment by Prior Subtenant to Subtenant as contemplated by to Section 2 of the Sublease, and Sublandlord and Subtenant desire to amend the Sublease in certain respects as provided herein. Unless otherwise expressly provided herein, capitalized terms used herein shall have the same meanings as designated in the Sublease.

 

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1. Ratification of Assignment and Assumption of Sublease. Prior Subtenant, for itself and its successors and assigns, hereby acknowledges and confirms that, effective as of the Assignment Effective Date, Prior Subtenant assigned, transferred, set-over, delivered and conveyed unto Subtenant all of the rights, titles, interests, benefits, privileges and liabilities of Prior Subtenant, as subtenant under the Sublease, including its rights to the security deposit in the amount of $40,581.00, unto Subtenant, and Subtenant, for itself and its successors and assigns, hereby acknowledges and confirms that, effective as of the Assignment Effective Date, Subtenant accepted such assignment and assumed and agreed to perform and be bound by all of the covenants, agreements, provisions, conditions and obligations of the subtenant under the Sublease, including all liability in connection with the Sublease, the Prime Lease, and the Subleased Premises whether arising prior to or after the Assignment Effective Date. By Prior Subtenant’s and Subtenant’s signatures below, the assignment and assumption of the Sublease as described herein is hereby ratified and confirmed.

 

2. Term. The Term of the Sublease is hereby extended for a period of four (4) months to expire on July 31, 2023.

 

3. Base Rent. Commencing April l, 2023, Base Rent shall be $31,075.00 per month payable in accordance with the terms of the Sublease.

 

4. Security Deposit. The Security Deposit in the amount of $40,581.00 shall remain in effect during the Term, as extended herein, pursuant to the terms and conditions of the Sublease.

 

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5. Subtenant’s Notice Address. Subtenant’s address for notices as set forth in Section 9 of the Sublease is hereby replaced with the following:

 

Microlab/FXR LLC

25 Eastmans Road

Parsippany, New Jersey 07054

 

6. Broker. Each party hereto hereby represents to the other parties that the representing party has dealt with no broker, agent or finder in connection with this Amendment. Each party agrees to indemnify and hold the other parties harmless from all claims of any brokers claiming to have represented the indemnifying party in connection with this Amendment.

 

7. Miscellaneous. This Amendment contains the parties’ entire agreement regarding the subject matter covered by this Amendment, and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or written, between the parties concerning such subject matter. The recitals to this Amendment set forth above are incorporated herein by this reference. Except as modified by this Amendment, the terms and provisions of the Sublease shall remain in full force and effect, and the Sublease, as modified by this Amendment, shall be binding upon and shall inure to the benefit of Sublandlord and Subtenant, their successors and permitted assigns. From and after the date hereof, the term “Sublease” as used in the Sublease and in this Amendment shall refer to the Sublease, as amended by this Amendment. Sublandlord and Subtenant ratify and confirm the Sublease, as amended hereby. If any provisions of this Amendment conflict with any of those of the Sublease, then the provisions of this Amendment shall govern. The invalidity or unenforceability of any provision of this Amendment under applicable law shall not affect or impair any other provision. In the event any provision of this Amendment is invalid or unenforceable under applicable law, the parties shall use their respective best endeavors to negotiate and agree upon a substitute provision which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such invalid or unenforceable provision.

 

8. Authority. Each party to this Amendment warrants and represents unto the other parties that (i) it has full right and authority to execute, deliver and perform this Amendment, (ii) the person executing this Amendment was authorized to do so, and (iii) no consent or approval of any person or entity is necessary for the consummation by the representing party of this Amendment that has not been obtained by the representing party prior to the execution and delivery of this Amendment.

 

9. Counterparts. This Amendment may be executed in multiple counterparts, each of which, when assembled to include an original signature for each party contemplated to sign this Amendment, will constitute a complete and fully executed original. All such fully executed counterparts will collectively constitute a single agreement. Each party hereto expressly agrees that if the signature of any party on this Amendment is not an original, but is a digital, mechanical or electronic reproduction (such as, but not limited to, a photocopy, fax, e-mail, PDF, Adobe image, JPEG, telegram, telex or telecopy or generated by electronic signature software such as Docusign), then such digital, mechanical or electronic reproduction shall be as enforceable, valid and binding as, and the legal equivalent to, an authentic and traditional ink-on-paper original wet signature penned manually by its signatory.

 

[Signatures on following page]

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

 

  SUBLANDLORD:
     
  BOONTON ELECTRONICS CORP., a New Jersey corporation
       
  By: /s/ Michael Kandell
  Name: Michael Kandell
  Title: CFO
     
  SUBTENANT:
     
  MICROLAB/FXR LLC, a New Jersey limited liability company
     
  By: /s/ Robert Dawson
  Name: Robert Dawson
  Title: CEO
     
  PRIOR SUBTENANT:
     
  RF INDUSTRIES, LTD., a Nevada corporation
     
  By: /s/ Robert Dawson
  Name: Robert Dawson
  Title: CEO

 

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