UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of

~~October~~November 2022

RADA ELECTRONIC INDUSTRIES LIMITED

(Name of Registrant)

7 Giborei Israel Street, Netanya 4250407, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ____________

RADA ELECTRONIC INDUSTRIES LTD.

~~Approval~~Receipt of ~~Payment~~Withholding ofTax ~~Transaction Bonus to Mr. Dubi Sella~~Ruling

AsRADA ~~previously~~Electronic ~~announced,~~Industries Ltd. (the “Company” or “RADA”) announces that on ~~June~~November 219, 2022, ~~RADA~~it ~~Electronic~~received ~~Industries~~from ~~Ltd.~~the Israel Tax Authority (the “~~Company~~ITA”) ~~entered~~a ~~into~~tax ruling (the ~~Agreement~~“Withholding ~~and~~Tax ~~Plan~~Ruling”) with respect to withholding of ~~Merger~~Israeli (tax applicable to the ~~“Merger~~merger ~~Agreement”)~~consideration in connection with the pending merger transaction involving RADA, Leonardo DRS, Inc., a(“DRS”) ~~Delaware~~and ~~corporation~~Blackstart Ltd (such merger, the “~~DRS~~Merger”). Capitalized ~~For~~terms ~~additional~~used ~~details~~but ~~concerning~~not defined herein shall have the ~~Merger~~meanings ascribed to such terms in the Agreement and ~~the~~Plan ~~transactions~~of ~~contemplated~~Merger ~~thereby~~dated June 21, 2022, as amended (the “Merger Agreement”), ~~see~~submitted ~~the proxy statement furnished~~ to the Securities and Exchange Commission ~~Israel~~as ~~Securities~~part ~~Authority~~of ~~and~~Exhibit ~~Tel~~99.1 ~~Aviv~~of ~~Stock~~the ~~Exchange~~Company’s ~~(“TASE”) on~~ Form 6-K ~~dated~~on ~~September~~June 1421, 2022.

AtThe ~~the~~Withholding ~~extraordinary~~Tax ~~meeting~~Ruling ofapplies ~~the~~to ~~Company~~(x) RADA’s shareholders, ~~held~~to onwhom ~~October~~the 19ruling previously obtained by RADA, ~~2022~~which applies to the “Interested Public” (as such term is defined below) (the “~~October~~104H ~~EGM~~Tax Ruling”) does not apply or who elected out of the 104H Tax Ruling, and (y) employees and foreign-resident employees of RADA and its subsidiaries who are not included in the ~~Company’s~~tax ~~shareholders~~ruling ~~approved~~obtained by RADA with respect to the ~~Merger~~tax treatment applicable to holders of RADA options issued to certain directors and ~~several~~employees ~~other~~of ~~proposals.~~RADA ~~One~~under Section 3(i) and Section 102 of the ~~proposals~~Ordinance ~~submitted~~(the to“102 Tax Ruling”). For more information concerning the ~~October~~104H ~~EGM~~Tax ~~was~~Ruling see the ~~approval~~Form of6-K furnished by RADA to the ~~payment~~Securities and Exchange Commission on October 7, 2022. The Withholding Tax Ruling does not apply to controlling shareholders, defined as shareholders or holders of aother rights who/that ~~transaction~~ hold ~~bonus~~or tohave ~~Mr.~~a ~~Dubi~~right ~~Sella~~to buy, ~~the~~directly ~~Company’s~~or ~~Chief~~indirectly ~~Executive~~(including ~~Officer~~by way of certain attribution rules from certain related parties): (i) at least 5% of the ~~“CEO”)~~issued share capital of RADA, (ii) at least 5% in the ~~amount~~voting ofrights $2in RADA,~~000,000,~~ ~~contingent~~(iii) rights to receive at least 5% in RADA’s profits or its assets upon ~~closing~~liquidation, or (iv) a right to nominate an officer or director of ~~the~~ ~~Merger~~RADA (the “~~CEO~~Controlling ~~Transaction Bonus~~Shareholders”).

InShareholders ~~their~~of ~~initial deliberations~~RADA, ~~the~~including ~~Company’s~~holders ~~Audit~~holding ~~and~~their ~~Compensation~~shares ~~Committee~~by ~~and~~way ~~Board~~ of ~~Directors~~brokers/banks/stock ~~discussed~~exchange ~~the~~members ~~contribution of Mr. Sella to the proposed Merger, noting that the proposed CEO Transaction Bonus was not~~ in ~~accordance~~Israel ~~with~~or ~~the~~overseas and ~~Company’s compensation policy for office~~ holders ~~that~~whose ~~was~~RADA inshares ~~effect~~are atregistered ~~the~~directly ~~time.~~with ~~They noted that the Company~~RADA’s ~~compensation~~transfer ~~policy did not provide sufficient tools to compensate an office holder for substantial contribution to a significant transaction that required significant management resources~~agent, ~~contribution,~~American ~~support~~Stock ~~and~~Transfer ~~ongoing~~& ~~involvement.~~Trust ~~Following~~Company ~~their~~LLC ~~review,~~ (the ~~Company’s Audit~~“Registered ~~and Compensation Committee and Board of Directors approved~~Shareholders”), and ~~recommended~~ that ~~the~~meet ~~shareholders~~all ~~approve, the payment~~ of the ~~CEO~~following ~~Transaction~~conditions, ~~Bonus~~are ~~within~~referred 30to ~~days~~in of the ~~closing~~104H ofTax ~~the~~Ruling ~~Merger~~as ~~and~~the ~~determined~~“Interested ~~that~~Public” ~~this~~and ~~resolution was for the~~therefore ~~benefit~~ are ofsubject ~~the~~to ~~Company. The payment of~~ the ~~CEO~~104H ~~Transaction~~Tax ~~Bonus~~Ruling ~~was~~and not ~~approved by~~ the ~~requisite~~Withholding ~~majority~~Tax ~~of the Company’s shareholders at the October EGM.~~Ruling:

~~The~~1. ~~Israeli~~Purchased ~~Companies~~all ~~Law, 1999 (the “Israeli Companies Law”) permits a company’s compensation committee and board~~ of ~~directors~~their torights ~~approve~~in the ~~terms~~Company ~~of employment of a chief executive officer despite the objection of the shareholders to the terms of employment under special circumstances, based on detailed reasoning,~~ after ~~reviewing~~ the ~~proposed~~initial ~~terms~~public ofoffering ~~employment once again and taking into account, among other issues, the objection~~ of the ~~shareholders. Based on the provisions of the Israeli Companies Law, following the October EGM, the~~ Company’s ~~Audit~~shares ~~and~~on ~~Compensation Committee and thereafter~~NASDAQ, ~~the~~including ~~Company’s~~former ~~Board~~employees ofwho ~~Directors~~purchased ~~met~~their toshares ~~deliberate~~by ~~the~~way ~~payment~~ of the ~~CEO~~exercise ~~Transaction~~of ~~Bonus.~~share ~~In their deliberations~~options, ~~the~~whose ~~Company’s~~shares ~~Audit~~are ~~Committee~~held ~~and~~with ~~Board~~a ~~of Directors discussed~~trustee, ~~among~~unless ~~other issues,~~ the ~~objection~~treatment of the ~~Company’s~~same ~~shareholders~~employees atis ~~the~~covered ~~October~~under ~~EGM, and~~ the ~~following~~102 ~~considerations:~~Tax Ruling;

•2. ~~During~~Are ~~his~~not ~~tenure~~Controlling asShareholders ~~the Company’s CEO~~ (~~commencing~~as ~~November~~defined ~~2016~~above), ~~Mr.~~of ~~Sella transitioned~~ the Company toon a ~~leading~~fully ~~global~~diluted ~~company.~~basis ~~This~~or ~~transition~~non-fully isdiluted ~~evidenced by~~basis, ~~among~~prior ~~others, fund raising of over $100 million, positive change in management, a substantial increase in the number of employees from just over 80 employees in 2016~~ to ~~over 340 employees at this time and adopting a unique business model in~~ the defense market known as “RADA-Inside”, which increased annual revenues from approximately $13 million in 2016 to over $117 million in 2021. Mr. Sella was determined to be instrumental to the exceptional 1,000% increase in value of the Company’s shares since 2016.Merger;

~~• Mr~~3. ~~Sella~~Have ~~has~~not ~~been~~received ana ~~employee~~preliminary oftax ~~the~~ruling ~~Company~~ in ~~various management positions for approximately 20 years (since 2003), has~~ the ~~knowledge,~~past ~~skills,~~from ~~education, expertise, experience and qualities required for~~ the ~~performance~~ITA ofthat ~~the~~sets ~~CEO~~forth ~~position~~a ~~and~~tax ~~has~~arrangement ~~successfully~~regarding ~~performed as CEO for over five years. Mr. Sella’s contribution to~~ the ~~Company~~taxation ~~and his significant influence on its performance, growth, achievements and attainment~~ of ~~its short and long-term goals, is essential to~~ the ~~Company.~~shares ~~Mr.~~that ~~Sella~~they ~~oversaw~~own ~~and significantly influenced the Company’s ongoing operations and its success in handling the challenges and crises~~ that ~~have~~contradicts ~~arisen since his appointment as CEO and through~~ the ~~execution~~104H ofTax ~~the Merger Agreement.~~Ruling;

~~• Mr~~4. ~~Sella~~Are ~~was~~not ~~one~~subject of the driving forces behind the advancement of the Merger, beginning with the search for potential business combination candidates and thereafter throughout the due diligence, negotiations and pre-closing process of obtaining various permits and approvals. The proposed Merger was approved by over 99% of the Company’s shareholders who voted at the October EGM. Mr. Sella is one of the key employees who was requested by DRS to ~~continue~~any ~~their~~other ~~employment~~arrangement with the ~~Company~~ITA ~~following~~that ~~the~~contradicts ~~consummation of~~ the ~~Merger.~~104H ~~Mr.~~Tax ~~Sella~~Ruling; ~~is also expected to become a member of the Board of Directors of the Company following the consummation of the Merger.~~and

•5. ~~The~~With ~~Company’s~~respect ~~shares~~to ~~commenced~~Registered ~~trading~~Shareholders, onhave ~~the~~signed ~~NASDAQ~~their ~~Stock~~consent ~~Market~~to ~~in 1985 and on~~ the ~~TASE~~104H inTax ~~early~~Ruling ~~2021.~~with ~~Over~~60 ~~72%~~days of ~~its~~receipt ~~revenues~~of ~~were~~such ~~generated~~ruling, ~~from the United States (“US”) market~~ in ~~2021~~accordance ~~and~~with ~~the~~Section ~~business environment that is most relevant to the Company is the US market~~3.29 ~~Therefore, the proposed bonus should be evaluated in relation to compensation terms~~ of ~~officers~~such ~~in comparable US companies~~ruling.

•A ~~The~~holder ~~results~~that ofdoes ~~the~~not ~~shareholders~~meet ~~vote in connection with~~ the ~~payment~~definition of ~~the~~Interested ~~CEO~~Public, ~~Transaction~~will ~~Bonus~~be indeemed ~~the~~not ~~October~~to meet ~~EGM~~such ~~reflect~~definition ~~the~~for ~~support~~all of ahis/her/its ~~substantial~~shares ~~portion~~in of the Company~~’s shareholders (46.2% of the shares voted for and 53.8% voted against). In addition~~, ~~from discussions held by representatives of the Audit~~ and ~~Compensation~~therefore ~~Committee~~will ~~and~~not ~~Board~~be ofconsidered ~~Directors~~as ~~with~~part ~~representatives~~ of the ~~Company’s~~Interested ~~public~~Public ~~shareholders~~for ~~and with institutional investors, it appears~~ that ~~these~~certain ~~entities~~part ~~voted~~of ~~based~~his/her/its onshares ~~general, uniform and inflexible considerations included in their internal voting policies, which policies did not take into account the fact~~ that ~~the~~meets ~~majority~~all of the ~~Company’s~~conditions ~~operations~~for isan in“Interested ~~the US market~~Public”, ~~and~~even ~~did~~if ~~not~~such ~~provide~~shares ~~the~~were ~~proper~~purchased ~~weight~~independently ~~to the specific~~ and ~~special~~separately ~~circumstances~~from ofother ~~the Company and the Merger and to the contribution of the CEO and the importance of the continuation of his employment with the Company~~shares.

•You ~~The~~should ~~Israeli~~carefully ~~Companies~~review ~~Law~~the definition ~~specifically~~of ~~confers~~Interested ~~upon~~Public in order to determine whether you qualify as a ~~company~~member of this group. If you are a holder of RADA’s ~~compensation~~ordinary ~~committee~~shares and ~~board~~you ofdo ~~directors~~not meet the ~~right~~definition of Interested Public, you are requested to ~~override~~immediately contact RADA’s CFO, Mr. Avi Israel via fax: +972-9885-5885 or email: Avi.I@rada.com. To the ~~resolution~~extent ofyou do not meet the ~~company’s~~definition ~~shareholders~~of ~~and~~Interested Public, the ~~final~~tax ~~authority~~implications to you in ~~determining~~connection with the ~~terms~~Merger shall ofbe ~~employment~~in ofaccordance ~~officers~~with Israeli law and, ~~including~~if applicable to you, the ~~chief~~Withholding ~~executive~~Tax ~~officer~~Ruling.

InThe ~~light~~following is a summary discussion of the ~~above~~material provisions of the Withholding Tax Ruling. The following summary is included for general information purposes only, is based upon current Israeli tax law and the ~~members~~provisions of the ~~Audit~~Withholding Tax Ruling and ~~Compensation~~should ~~Committee~~not ~~and~~be ~~the~~construed ~~Board~~as or considered to be tax advice to any particular holder of ~~Directors~~RADA ~~determined~~shares. No assurance can be given that future legislation, regulations or interpretations will not significantly change the ~~CEO~~tax ~~Transaction Bonus~~considerations described below, and any such change may apply retroactively. This summary is ~~reasonable~~not intended to be, and ~~just~~does ~~under~~not constitute, a complete review of all material terms of the ~~circumstances~~Withholding Tax Ruling, ~~and~~nor ~~unanimously~~does ~~resolved~~it discuss all material aspects of Israeli tax consequences that may apply to ~~ratify~~particular ~~and~~holders ~~approve~~of RADA shares (in light of their particular circumstances). YOU SHOULD CAREFULLY READ THE OFFICIAL, ORIGINAL HEBREW VERSION OF THE WITHHOLDING TAX RULING THAT WILL BE UPLOADED TO THE COMPANY’S WEB SITE UNDER THE “INVESTOR RELATIONS” SECTION (https://www.rada.com/investors) AND CONSULT YOUR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO YOU. An unofficial translation of the ~~payment~~Withholding Tax Ruling is attached hereto as Exhibit 99.1. In the event of any discrepancy between the ~~CEO~~translation ~~Transaction~~of ~~Bonus~~the Withholding ~~following~~Tax Ruling and ~~subject~~the toofficial, original Hebrew version of the ~~consummation~~Withholding Tax Ruling, the official, original Hebrew version of the ~~Merger~~Withholding Tax Ruling shall govern. The Withholding Tax Ruling does not address any non-Israeli tax matters.

This Form 6-K is intended to provide general information to the RADA’s shareholders and foreign-resident employees of the main procedures shareholders and foreign-resident employees must follow in order to become eligible for exemption from tax withholding under Israeli law, to which they may be entitled under the Withholding Tax Ruling.

The Withholding Tax Ruling relates only to withholding tax and does not exhaust the ultimate tax liability of shareholders and holders of equity instruments issued to employees. Therefore, to the extent tax is withheld in accordance with the Withholding Tax Ruling and the shareholder or equityholder is eligible for an exemption from tax or for payment of a lower tax amount, such shareholder can apply for a refund of tax withheld by filing a tax return.

Please do not submit any of the forms or other materials detailed below to RADA, DRS or their representatives in connection with the Merger until requested to do so.

Exemption from Israeli Tax withholding with respect to Merger Consideration payable to foreign-resident (non-Israeli) shareholders holding their shares through foreign brokers and with respect to Registered Shareholders (other than ‘Interested Public’, as defined in the 104H Tax Ruling).

Generally, pursuant to the Withholding Tax Ruling, the Merger Consideration payable to foreign-resident (non-Israeli) shareholders holding their shares through foreign brokers (other than such shareholders holding shares through TASE members) and the Company’s foreign-resident (non-Israeli) registered shareholders is exempt from Israeli withholding tax. The exemption is provided to such shareholders who execute and provide the tax residency declaration form attached to the Withholding Tax Ruling as Appendix D. This exemption does not apply to foreign resident shareholders who receive Merger Consideration valued at more than $500,000 (based on the formula described in the Withholding Tax Ruling); such shareholders may nevertheless be eligible for an exemption from withholding tax in Israel by providing a valid withholding exemption certificate issued by the ITA.

Each individual shareholder must also provide a copy of his/her passport. Additionally, foreign resident shareholders receiving Merger Consideration in excess of $300,000, must provide a certificate of residency for tax purposes from the tax authority of his/her/its country of residency confirming his/her/its tax residency status.

Israeli Tax Withholding with respect to Merger Consideration payable to foreign-resident employees of RADA’s subsidiaries.

Generally, pursuant to the Withholding Tax Ruling, the Merger Consideration payable to foreign-resident employees of the Company’s foreign subsidiaries that did not perform any work in Israel in respect of their equity instruments, is exempt from Israeli withholding tax. This exemption does not apply to foreign resident employees who receive Merger Consideration valued at more than $500,000 (based on the formula described in the Withholding Tax Ruling); such employees may nevertheless be eligible for an exemption from withholding tax by providing a valid withholding exemption certificate issued by the ITA.

The eligibility for such exemption is subject to the submission, by the employee, of the tax residency declaration form attached to the Withholding Tax Ruling as Appendix E. Each foreign-resident employee must provide a copy of his/her passport and, to the extent receiving Merger Consideration in excess of $300,000, must also provide a certificate of residency for tax purposes from the tax authorities of his/her country of residency confirming his/her tax residency status.

Other shareholders and foreign-resident employees

Generally, pursuant to the Withholding Tax Ruling, the Merger Consideration payable to shareholders and foreign-resident employees who do not meet the requirements for an exemption from tax withholding as described above will be subject to tax withholding in accordance with the Ordinance and the rules promulgated thereunder or according to a valid withholding tax certificate issued by the assessing officer or the Professional Division at the ITA or according to another ruling issued by the ITA. Such recipients of Merger Consideration may nevertheless be eligible for an exemption from tax in Israel under Israeli law.

Exhibits

Annexed hereto and incorporated herein by reference is the following document:

Exhibit 99.1 Unofficial Translation to English of the Ruling issued by the Israel Tax Authority dated November 9, 2022⁽¹⁾

____________________

⁽¹⁾ Unofficial English translation of the official, original version in Hebrew, which will be uploaded to the Company’s website as noted above.

Cautionary Statement Regarding Forward-Looking Statements

Information provided in this Report of Foreign Private Issuer on Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on the RADA’s and DRS’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their business and industry, management’s beliefs and certain assumptions made by RADA and DRS, all of which are subject to change. The forward-looking statements include, but are not limited to, statements about RADA’s ability to obtain tax rulings from the ITA, and, in some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “potentially”, “continue,” “could”, “seek,” “see”, “would”, “might”, “continue”, “target” or the negative of these terms or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond RADA’s control. Although such statements are based on RADA’s own information and information from other sources RADA believes to be reliable, you should not place undue reliance on them and caution must be exercised in relying on forward-looking statements. These statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons. Potential risks and uncertainties include, but are not limited to, the risk that the transaction may not be completed on anticipated terms and timing, in a timely manner or at all, which may adversely affect RADA’s or DRS’s respective business; uncertainties as to the timing of the consummation of the transaction and the potential failure to satisfy the conditions to the consummation of the transaction, including the receipt of the Withholding Tax Ruling, anticipated tax treatment, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, the effect of the announcement or pendency of the transaction on the RADA’s or DRS’s respective business relationships, operating results, and business generally, the potential that RADA’s shareholders may not approve the Merger, litigation related to the Merger or otherwise and other risks and uncertainties affecting RADA, DRS and the Merger, including those described from time to time under the caption “Risk Factors” and elsewhere in DRS’s SEC filings and reports, including DRS’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2022 and RADA’s Annual Report on Form 20-F and in any subsequent reports on Form 6-K, each of which is on file with or furnished to the SEC and available at the SEC’s website at www.sec.gov. SEC filings for the Company are available on RADA’s website at https://www.rada.com/investors. We assume no obligation to update any forward-looking statements, which apply only as of the date of this Form 6-K.

SIGNATURE

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, thereunto duly authorized.

RADA Electronic Industries Ltd. (Registrant) By: /s/ ~~Avi~~Dov ~~Israel~~Sella ~~Avi~~Dov ~~Israel~~Sella Chief ~~Financial~~Executive Officer

Date: ~~October~~November 3114, 2022

EXHIBIT INDEX

NO.	DESCRIPTION

99.1	Unofficial Translation to English of the Ruling issued by the Israel Tax Authority dated November 9, 2022⁽¹⁾

____________________

⁽¹⁾ Unofficial English translation of the official, original version in Hebrew, which will be uploaded to the Company’s website as noted above.

Filing Compare · RADA ELECTRONIC INDUSTRIES LTD