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):January 31, 2020
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)
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock | | WTT | | NYSE American |
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 (seeGeneral 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)) |
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. |
Amendment to Share Purchase Agreement
On January 31, 2020, Wireless Telecom Group, Inc. (the “Company”) entered into an Amendment to the Share Purchase Agreement dated November 13, 2019 (the “Purchase Agreement”) with Holzworth Instrumentation Inc., a Colorado corporation, Jason Breitbarth, Joe Koebel and Leyla Bly (collectively, “Sellers”), and Jason Breitbarth as the designated representative of Sellers (“Sellers’ Representative”). Pursuant to Section 10.1(c) of the Purchase Agreement, either the Company or the Sellers’ Representative may terminate the Purchase Agreement if closing does not occur on or before January 31, 2020. The Amendment executed on January 31, 2020 revises Section 10.1(c) to extend the date either the Company or the Sellers’ Representative may terminate the Purchase Agreement if closing does not occur from on or before January 31, 2020 to on or before February 13, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
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: February 3, 2020 | By: | /s/ Michael J Kandell |
| | | Michael J Kandell |
| | | Chief Financial Officer and Corporate Secretary |
