FREQUENCY ELECTRONICS INC
For the period ended Apr 30, 2025. Filed Jul 18, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Jul 18, 2025
FEIM$65.81+1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | Index to Financial Statements and Exhibits |
|---|
The financial statements and exhibits are listed below and are filed as part of this report.
| (1) | FINANCIAL STATEMENTS |
Included in Part II of this report:
| Page(s) | |
|---|---|
| Report of Independent Registered Public Accounting Firm (GRANT THORNTON LLP.; Melville, NY; PCAOB ID#248) | 24-25 |
| Consolidated Balance Sheets - April 30, 2025 and 2024 | 26 |
| Consolidated Statements of Operations and Comprehensive Income - Years ended April 30, 2025 and 2024 | 27 |
| Consolidated Statements of Cash Flows - Years ended April 30, 2025 and 2024 | 28-29 |
| Consolidated Statements of Changes in Stockholders’ Equity - Years ended April 30, 2025 and 2024 | 30 |
| Notes to Consolidated Financial Statements | 31-49 |
| (2) | EXHIBITS |
| Exhibit No. in | ||
|---|---|---|
| 2.1 | Stock Purchase Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc. and the stockholders of Elcom Technologies Inc. identified on the signature pages thereto | (11) |
| 3.1 | Copy of Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware | (1) |
| 3.2 | Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981 | (2) |
| 3.3 | Amendment to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984 | (5) |
| 3.4 | Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986 | (7) |
| 3.5 | Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987 | (9) |
| 3.6 | Amended Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989 | (9) |
| 3.7 | Amended and Restated By-Laws of the Registrant, as amended | (13) |
| 4.1 | Specimen of Common Stock certificate | (1) |
| 4.2 | Description of Capital Stock | (24) |
| Exhibit No. in | ||
|---|---|---|
| 10.1 | Settlement Agreement dated as of September 13, 2016, by and among Registrant, Privet Fund LP, Privet Fund Management LLC, Ryan J. Levenson and General Lance W. Lord | (14) |
| 10.2* | Frequency Electronics, Inc. 2005 Stock Plan | (16) |
| 10.3 | Lease Agreement between Registrant and Reckson Operating Partnership, L.P. dated January 6, 1998 | (15) |
| 10.4 | First Amendment to Lease Amendment between Registrant and RA 55 CLB LLC (as successor-in-interest to Reckson Operating Partnership, L.P.) dated July 25, 2018 | (17) |
| 10.5* | Registrant’s Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985 | (6) |
| 10.6 | Amendment dated Jan. 1, 1988 to Registrant’s Cash or Deferred Profit Sharing Plan and Trust under Section 401 of Internal Revenue Code | (8) |
| 10.7* | Form of Deferred Compensation Agreement | (18) |
| 10.8* | Form of Stock Appreciation Rights Agreement | (19) |
| 10.11* | Frequency Electronics, Inc. Stock Award Plan. | (25) |
| 19 | Frequency Electronics, Inc. Insider Trading Policy | Filed herewith |
| 21 | List of Subsidiaries of Registrant | Filed herewith |
| 23.1 | Consent of GRANT THORNTON LLP | Filed herewith |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32 | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 97 | Frequency Electronics, Inc. Clawback Policy | (26) |
| 101 | The following materials from the Frequency Electronics, Inc. Annual Report on Form 10-K for the fiscal year ended April 30, 2025 formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income (loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders’ Equity and (v) Notes to Consolidated Financial Statements | |
| 104 | Cover Page Interaction Data File (formatted as inline XBRL and contained in Exhibit 101) | |
| * | Denoted compensatory plans or arrangements or management contracts |
NOTES:
| (1) | Filed with the SEC as an exhibit, numbered as indicated above, to the registration statement of Registrant on Form S-1, File No. 2-29609, which exhibit is incorporated herein by reference. |
| (2) | Filed with the SEC as Exhibit 3.2 to the registration statement of Registrant on Form S-1, File No. 2-71727, which exhibit is incorporated herein by reference. |
| (3) | [Intentionally Omitted] |
| (4) | [Intentionally Omitted] |
| (5) | Filed with the SEC as Exhibit 3.3 to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1985, which exhibit is incorporated herein by reference. |
| (6) | Filed with the SEC as Exhibit 10.16 to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1986, which exhibit is incorporated herein by reference. |
| (7) | Filed with the SEC as Exhibit 3.4 to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1987, which exhibit is incorporated herein by reference. |
| (8) | Filed with the SEC as Exhibit 10.24 to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1988, which exhibit is incorporated herein by reference. |
| (9) | Filed with the SEC as an exhibit, numbered as indicated above, to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1990, which exhibit is incorporated herein by reference. |
| (10) | [Intentionally Omitted] |
| (11) | Filed with the SEC as Exhibit 2.1 to the current report of Registrant on Form 8-K, File No. 1-8061, on February 27, 2012, which exhibit is incorporated herein by reference. |
| (12) | [Intentionally Omitted] |
| (13) | Filed with the SEC as Exhibit 3.1 to a current report of the Registrant on Form 8-K, File No. 1-8061, on June 25, 2020, which exhibit is incorporated herein by reference. |
| (14) | Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No. 1-8061, on September 16, 2016, which exhibit is incorporated herein by reference. |
| (15) | Filed with the SEC as Exhibit 10.13 to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1998, which exhibit is incorporated herein by reference. |
| (16) | Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No. 1-8061, on October 4, 2005, which exhibit is incorporated herein by reference. |
| (17) | Filed with the SEC as Exhibit 10.13 to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference. |
| (18) | Filed with the SEC as Exhibit 10.17 to Amendment No. 1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference. |
| (19) | Filed with the SEC as Exhibit 10.18 to Amendment No. 1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated herein by reference. |
| (20) | [Intentionally Omitted] |
| (21) | Filed with the SEC as Exhibit 10.11 to the annual report of the Registrant on Form 10-K, File No. 1-8061, for the year ended April 30, 2019, which exhibit is incorporated herein by reference. |
| (22) | [Intentionally Omitted] |
| (23) | Filed with the SEC as Exhibit 10.11 to the annual report of the Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2020, which exhibit is incorporated herein by reference. |
| (24) | Filed with the SEC as Exhibit 4.2 to the annual report of the Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2021, which exhibit is incorporated herein by reference. |
| (25) | Filed with the SEC as Exhibit 10.1 to a current report of the Registrant on Form 8-K, File No. 1-8061, on October 9, 2024, which exhibit is incorporated herein by reference. |
| (26) | Filed with the SEC as Exhibit 97 to the annual report of the Registrant on Form 10-K, File No. 1-8061, for the year ended April 30, 2024, which exhibit is incorporated herein by reference. |
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