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): July 13, 2023

Date of Report (Date of earliest event reported): May 26, 2023

TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-33938	52-0729657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)


Delaware	001-33938	52-0729657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

11126 McCormick Road, Hunt Valley, Maryland 21031

(Address of principal executive offices) (Zip Code)

(410) 229-1000

(Registrant’s telephone number, including area code)

Not Applicable

(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)

~~☐ Written~~¨ Soliciting material ~~communications~~ pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~☐ Soliciting~~¨ Pre-commencement communications ~~material~~ pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

☐ ¨ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

☐ 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:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share		TESS	Nasdaq Global Market
Common Stock, $0.01 par value per share	TESS	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 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 8.01. Other Events

On July 13, 2023, TESSCO Technologies Incorporated (“Tessco” or the “Company”) issued a press release announcing that the proposal to approve the merger (the “Merger”) between Tessco and entities affiliated with Lee Equity Partners LLC and Twin Point Capital LLC was approved at the Special Meeting of Stockholders of the Company held July 13, 2023 and that the Company expects the Merger to close on Monday, July 17, 2023, subject to the satisfaction of the remaining closing conditions as described in the Agreement and Plan of Merger among the parties, dated April 11, 2023.

Item 2.02 Results of Operations and Financial Condition.

On May 26, 2023, Tessco Technologies Incorporated, (the “Company”) issued a press release which contained, among other things, an announcement of the Company’s final financial results for the fourth quarter of fiscal year 2023, ended March 26, 2023. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including the information in Exhibit 99.1 attached hereto pertaining to this Item 2.02, is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, pursuant to this Item 2.02, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 2.02 of this Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Exhibit	Description
99.1	Press release by TESSCO Technologies Incorporated dated, July 13, 2023
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~None.~~SIGNATURES

~~(b) Pro~~Pursuant ~~Forma~~to ~~Financial~~the ~~Information~~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.

None.

TESSCO Technologies Incorporated

By:	/s/ Aric M. Spitulnik
	Aric M. Spitulnik
	Chief Financial Officer and Senior Vice President

Dated: July 13, 2023

None.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release of TESSCO Technologies Incorporated, dated May 26, 2023.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified in the TESSCO Technologies Incorporated Annual Report on Form 10-K and other of the Company’s filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.

SIGNATURE

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

			TESSCO Technologies Incorporated


Date:	May 26, 2023	By:	/s/ Aric M. Spitulnik
			Aric M. Spitulnik
			Chief Financial Officer
			(Principal Accounting and Financial Officer)

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