UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________.

Commission File Number 0-13301

RF INDUSTRIES, LTD.

(Name of registrant as specified in its charter)

Nevada	88-0168936
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16868 Via Del Campo Court, Suite 200 San Diego, California	92127
(Address of principal executive offices)	(Zip Code)
(858) 549-6340
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value per share	RFIL	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐				Accelerated Filer ☐
Non-accelerated Filer ☒				Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $2534.96 million.

On January 1014, ~~2025,~~2026 the Registrant had 10,~~544~~713,~~431~~801 outstanding shares of Common Stock, $0.01 par value.

Forward-Looking Statements:

Certain statements in this Annual Report on Form 10-K (this “Annual Report”), and other oral and written statements made by the Company from time to time are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including those that discuss strategies, goals, outlook or other non-historical matters, or projected revenues, income, returns or other financial measures. In some cases forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “except,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from those contained in such statements. Among the most important of these risks and uncertainties are the ability of the Company to meet customer demand through pricing and product offerings and efficient inventory and distribution channel management, to continue to source our raw materials and products from our suppliers and manufacturers, particularly those in Asia, the market demand for our products, which market demand is dependent in large part on the state of the telecommunications industry, the Company’s ability to continue as a going concern, the Company’s ability to remain in compliance with its existing capital loan terms and financial covenants and whether plans to develop ~~4G and~~ 5G networks accelerate as expected, as well as our ability to meet any such demand, the effect of future business acquisitions and dispositions, the incurrence of impairment charges, and competition.

Important factors which may cause actual results to differ materially from the forward-looking statements are described in the Section entitled “Risk Factors” in this Form 10-K, and other risks identified from time to time in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in Part I, Item 1A titled “Risk Factors.” These risks include, but are not limited to, the following:

Risks Related to Our Business

• We are heavily dependent upon wireless and broadband communications providers.

• We ~~The~~have ~~acquisition~~entered ofinto ~~Microlab~~a ~~will~~credit ~~affect~~facility, ~~both~~which ~~the~~may ~~Company’s~~expose ~~liquidity~~us ~~and~~to ~~its~~additional ~~capital~~risks, ~~resources~~including inrisks associated with the ~~near~~inability ~~future~~to repay the loan on a timely basis.

• We entered into a new credit facility, which replaced a Loan Agreement we previously entered into to fund our acquisition of Microlab, which may expose us to additional risks, including risks associated with the inability to repay the loan on a timely basis.

• Due to the nature of our business, we need continued access to capital, which if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business.

• If our third-party contract manufacturers are unable to manufacture and deliver a sufficient quantity of high-quality products on a timely and cost-efficient basis, our net revenue and profitability would be harmed and our reputation may suffer.

• Our business strategy to expand through acquisitions of other businesses could increase operating costs and expose us to additional risks.

• Global economic conditions and any related impact on our supply chain and the markets where we do business could adversely affect our results of operations.

• Our business, financial condition and results of operations could be harmed by the effects of ~~outbreaks of COVID-19 or similar~~ public health crises.

• Our dependence on third-party manufacturers increases the risk that we will not have an adequate supply of products or that our product costs will be higher than expected.

• An impairment in the carrying value of goodwill, trade names and other long-lived assets could negatively affect our consolidated results of operations and net worth.

• Changes in technology may reduce the demand for some of our products.

• If the manufacturers of our coaxial connectors or other products discontinue the manufacturing processes needed to meet our demands or fail to upgrade their technologies, we may face production delays.

• Our dependence upon independent distributors to sell and market our products exposes us to the risk that such distributors may decrease their sales of our products or terminate their relationship with us.

• A material portion of our sales is dependent upon a few principal customers, the loss of whom could materially negatively affect our total sales.

• Difficult conditions in the global economy may adversely affect our business and results of operations.

• Because the markets in which we compete are highly competitive, a failure to effectively compete could result in an immediate and substantial loss of market share.

• If the industries into which we sell our products experience recession or other cyclical effects impacting the budgets of our customers, our operating results could be negatively impacted.

• We are subject to risks from changes to the trade policies, tariffs and import and export regulations of the U.S. and foreign governments.

• Because we sell our products to foreign customers, we are exposed to all of the risks associated with international sales, including foreign currency exposure.

• The inability to hire or retain certain key professionals, management and staff could adversely affect our business, financial condition and results of operations.

• We have few patent rights in the technology employed in our products, which may limit our ability to compete.

• Claims by other companies that we infringe their intellectual property could adversely affect our business.

• A cyber incident could result in information theft, data corruption, operational disruption, and/or financial loss.

Risks Related to Our Common Stock

• Volatility of trading prices of our stock could result in a loss on an investment in our stock.

• Failure to maintain an effective system of internal control over financial reporting or to remediate weaknesses could materially harm our revenues, erode stockholder confidence in our ability to pursue business and report our financial results/condition, and negatively affect the trading price of our common stock.

• While we have in the past paid dividends, no assurance can be given that we will declare or pay cash dividends in the future.

• Future sales of our common stock in the public market could cause our stock price to fall.

• Provisions of our certificate of incorporation and bylaws and Nevada law may make a takeover more difficult.

• We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make our common stock less attractive to investors.

PART I

ITEM 1.

BUSINESS

General

RF Industries, Ltd. (together with subsidiaries, the “Company”, “we”, “us”, or “our”) is a national manufacturer and marketer of interconnect products and systems, including high-performance components such as RF connectors and adapters, dividers, directional couplers and filters, coaxial cables, data cables, wire harnesses, fiber optic cables, custom cabling, energy-efficient cooling systems and integrated small cell enclosures. Through our manufacturing and production facilities, we provide a wide selection of interconnect products and solutions primarily to telecommunications carriers and equipment manufacturers, wireless and network infrastructure carriers and manufacturers and to various original equipment manufacturers (“OEMs”) in several market segments. We also design, engineer, manufacture and sell energy-efficient cooling systems and integrated small cell solutions and related components.

We ~~operate~~previously ~~through~~managed our business as two ~~reporting~~reportable segments: (i) the RF Connector and Cable Assembly (“RF Connector”) segment, and (ii) the Custom Cabling Manufacturing and Assembly (“Custom Cabling”) segment. ~~The~~During RFthe ~~Connector~~fourth ~~segment~~quarter ~~primarily~~of ~~designs,~~fiscal ~~manufactures~~year 2025, ~~markets~~we ~~and~~completed ~~distributes~~changes ato ~~broad~~the ~~range~~structure of RFour ~~connector,~~organization ~~adapter,~~in ~~coupler,~~connection ~~divider,~~with ~~and~~broader ~~cable~~restructuring ~~products~~initiatives, including ~~coaxial~~consolidation ~~passives~~of ~~and~~manufacturing ~~cable~~operations, ~~assemblies~~headcount ~~that are used in telecommunications and information technology~~reductions, ~~OEM markets~~ and ~~other~~the ~~end~~transition ~~markets.~~of ~~The~~our ~~Custom~~sales ~~Cabling~~organization ~~segment~~to ~~designs,~~a ~~manufactures~~unified, ~~markets~~customer‑centric ~~and~~model. ~~distributes~~As ~~custom~~a ~~copper~~result ~~and~~of ~~fiber~~these ~~cable assemblies~~changes, ~~complex~~our ~~hybrid~~previous ~~fiber~~RF ~~optic~~Connector and ~~power~~Custom ~~solution~~Cabling ~~cables,~~operating ~~electromechanical~~segments ~~wiring~~were ~~harnesses,~~combined ~~wiring~~into ~~harnesses for~~ a ~~broad~~single ~~range~~reportable ofsegment. ~~applications~~The inCompany’s aoperations ~~diverse~~are ~~set~~managed ofand ~~end~~reported ~~markets,~~to ~~energy-efficient~~the ~~cooling~~Chief ~~systems~~Executive ~~for~~Officer, ~~wireless~~our ~~base~~chief ~~stations~~operating ~~and~~decision ~~remote~~maker ~~equipment shelters and custom designed~~(“CODM”), ~~pole-ready~~on 5Ga ~~small~~consolidated ~~cell integrated enclosures~~basis.

4We have one reportable business segment. The products and solutions that we offer are discussed below and a summary of our net revenue by these product and solution categories is found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 of this Report. A discussion of factors potentially affecting our net revenue and other operating results is set forth in “Risk Factors” included in Part I, Item 1A of this Report.

Recent Events

InOn ~~February~~March ~~2022~~15, 2024, we entered into a loan ~~agreement (the “BofA Loan Agreement”) providing for a revolving line of credit (the “BofA Revolving Credit Facility”) in the amount of $3.0 million~~ and a $17.0 million term loan (the “BofA Term Loan”, and together with the BofA Revolving Credit Facility, the “BofA Credit Facility”) with Bank of America, N.A. (“BofA”). Amounts outstanding under the BofA Revolving Credit Facility bore interest at a rate of 2.0% plus the Bloomberg Short-Term Bank Yield Index Rate. All amounts outstanding pursuant to the BofA Credit Facility were repaid by us and the BofA Loan Agreement was terminated in connection with us entering into a new loan and security agreement (the “EBC Credit Agreement”) with Eclipse Business Capital, as administrative agent (“EBC”) onand ~~March~~used ~~15,~~proceeds ~~2024.~~from ~~Borrowings~~the initial drawings under the ~~BofA~~EBC Credit ~~Facility~~Facilities ~~were~~(as ~~secured~~defined bybelow) ato ~~security~~repay ~~interest~~ in ~~certain~~full ~~assets~~outstanding ofobligations ~~the~~under ~~Company~~our ~~and~~previous ~~were subject to certain~~ loan ~~covenants.~~agreement ~~The~~and ~~BofA~~to ~~Credit~~pay ~~Facility~~fees, ~~required~~premiums, ~~the~~costs ~~maintenance~~and ~~of certain financial covenants~~expenses, including: ~~(i)~~fees ~~consolidated~~payable ~~debt~~in toconnection ~~EBITDA~~with ~~ratio~~the ~~not~~EBC toCredit ~~exceed 3~~Agreement.~~00 to~~ ~~1.00~~Our ~~(the~~previous ~~“Debt~~loan ~~Test”);~~agreement ~~(ii)~~with ~~consolidated~~Bank ~~fixed charge coverage ratio~~ of atAmerica, ~~least 1~~N.~~25 to 1~~A.00 ~~(the~~was ~~“FCCR~~terminated ~~Test”);~~upon ~~and~~entry ~~(iii)~~into ~~consolidated minimum EBITDA of at least $600,000 for~~ the ~~discrete~~EBC ~~quarter ended January 31, 2022. In addition, the BofA~~ Credit ~~Facility~~Agreement ~~contained~~and ~~customary~~is ~~affirmative~~no ~~and~~longer ~~negative~~in ~~covenants~~effect.

OnThe ~~September~~EBC ~~12,~~Credit ~~2023, we entered into Amendment No. 1 and Waiver to the BofA Loan~~ Agreement ~~(“Loan~~provides ~~Amendment~~for ~~No. 1”~~(i) ~~with~~a ~~BofA,~~senior ~~which,~~secured ~~among~~revolving ~~other~~loan ~~matters,~~facility ~~provided for a one-time waiver~~ of ~~our~~up ~~failure~~ to ~~comply~~$15.0 million ~~with~~ (i) the ~~Debt~~“EBC ~~Test~~Revolving ~~for~~Loan ~~the~~Facility”) ~~period ended July 31, 2023~~ and (ii) ~~the~~a ~~FCCR~~senior ~~Test~~secured ~~for~~revolving ~~the~~credit ~~period~~facility ~~ended~~of ~~July~~up ~~31,~~to ~~2023~~$1.0 million ~~Loan~~(the ~~Amendment~~“EBC ~~No.~~Additional 1Line” ~~also~~and, ~~waived~~together ~~testing for compliance~~ with the ~~Debt~~EBC ~~Test~~Revolving ~~and~~Loan ~~FCCR~~Facility, ~~Test for~~ the ~~quarterly~~“EBC ~~periods~~Credit ~~ending~~Facilities”) ~~October~~(with ~~31,~~a ~~2023,~~$3.0 million ~~January~~swingline ~~31,~~loan ~~2024,~~sublimit). ~~April~~On ~~30,~~June ~~2024 and July 31~~14, 2024~~. Further~~, ~~pursuant~~the toparties ~~Loan~~entered ~~Amendment~~into ~~No.~~the 1,First weAmendment ~~were~~to ~~required~~the toEBC ~~maintain~~Credit ~~(i)~~Agreement (a)the ~~until~~“First ~~September 21~~Amendment”), ~~2023,~~which ~~minimum~~provided ~~liquidity~~for ~~(week-end~~a ~~cash~~modified ~~balance~~EBC ~~plus~~Additional ~~availability~~Line ~~from the BofA Revolving Credit Facility)~~ of $41.0 million, ~~and~~through ~~(b)~~July ~~from~~12, ~~September~~2024, 22$666,666.67 from ~~2023~~July ~~and thereafter~~13, ~~liquidity~~2024 ~~equal~~through toAugust ~~the~~11, ~~greater~~2024 ofand ~~(1)~~ $4333,333.034 ~~million~~from orAugust ~~(2) 80%~~12, of2024 ~~the~~through ~~liquidity~~September ~~that~~10, ~~had~~2024. ~~been~~Availability ~~forecast~~of ~~for~~borrowings ~~this~~under ~~date at~~ the ~~fourth~~EBC ~~week~~Credit ofFacilities ~~the~~are ~~forecast~~based ~~and~~upon ~~(ii)~~a ~~minimum~~borrowing ~~EBITDA~~base offormula ~~($400,000), $500,000, $1.0 million,~~ and ~~$1.0 million~~periodic ~~for~~borrowing ~~the~~base ~~quarters~~certifications ~~ending~~valuing ~~October~~certain ~~31,~~of ~~2023,~~our ~~January~~accounts ~~31,~~receivable ~~2024,~~and ~~April 30~~inventories, ~~2024,~~as ~~and~~reduced ~~July~~by ~~31,~~certain ~~2024~~reserves, ~~respectively~~if any.

OnIn ~~January~~the ~~26,~~absence ~~2024,~~of wean ~~entered~~Event ~~into~~of ~~Amendment~~Default ~~No.~~(as 2defined toin the ~~BofA~~EBC ~~Loan~~Credit Agreement ~~(“Loan Amendment No. 2”~~) ~~with~~or ~~BofA,~~certain ~~which, among~~ other ~~matters,~~events ~~eliminated~~(including the ~~requirement~~inability ~~to maintain minimum EBITDA~~ of ~~$500,000~~EBC ~~for~~to determine the ~~quarter~~secured ~~ending~~overnight ~~January~~financing ~~31,~~rate ~~2024. Under Loan Amendment No. 2~~“SOFR”), ~~the~~borrowings ~~line~~under of(a) ~~credit available to~~ the ~~Company~~EBC ~~under the BofA~~ Revolving ~~Credit~~Loan Facility ~~was~~accrue ~~lowered~~interest ~~from~~at ~~$3.0 million~~a torate ~~$500,000.~~of ~~Further,~~the ~~Loan~~one-month ~~Amendment~~term ~~No.~~SOFR 2reference ~~required~~rate ~~that~~plus wean ~~maintain~~adjustment ~~from September 22, 2023 and thereafter, liquidity~~ of ~~at least $2.0~~ ~~million,~~0.11448% ~~rather~~(“Adjusted ~~than~~Term ~~the~~SOFR”) ~~greater of $4.0~~plus ~~million or 80~~5.00%, ofand (b) the ~~forecast~~EBC ~~liquidity~~Additional asLine ~~was~~accrue ~~required~~interest ~~under~~at ~~Loan~~a ~~Amendment~~rate ~~No.~~of 1.Adjusted ~~Under~~Term ~~Loan~~SOFR ~~Amendment No~~plus 6. 250%, ~~the~~in ~~Company~~each ~~would~~case ~~have~~subject ~~been required~~ to ~~pay~~a anfloor ~~additional fee equal to~~of 12.00% offor ~~the~~Adjusted ~~collective outstanding principal balances of the BofA Revolving Credit Facility and BofA~~ Term ~~Loan~~SOFR. ifWe ~~the~~will ~~BofA~~be ~~Credit~~required ~~Facility~~to ~~was~~pay ~~not~~a ~~repaid~~commitment ~~in full on or before March 1, 2024. This additional~~ fee, ifof ~~applicable, would have been due on March 2, 2024~~0.50% ~~Further,~~per ~~Loan~~annum ~~Amendment~~for ~~No. 2 required that~~ the ~~Company~~unused ~~make~~portion ~~an additional principal payment~~ of ~~$1.0 million on~~ the ~~BofA~~EBC ~~Term~~Revolving Loan onFacility. ~~March~~In ~~1, 2024, in~~ addition to the ~~existing~~foregoing ~~monthly~~unused ~~payments~~commitment ~~due on the BofA Term Loan. In connection with Loan Amendment No. 2~~fee, we ~~paid~~are ~~BofA~~required ato ~~$500,000 paydown~~pay oncertain ~~the~~other ~~BofA~~administrative ~~Revolving~~fees ~~Credit~~pursuant ~~Facility,~~to ~~thereby reducing~~ the ~~outstanding~~terms ~~balance~~of ~~from~~the ~~$1.0 million~~EBC toCredit ~~$500,000~~Agreement. ~~Loan Amendment No. 2 was considered a modification under Accounting Standards Codification (“ASC”) 470, Debt.~~

On February 29, 2024, we entered into Amendment No. 3 to the BofA Loan Agreement (“Loan Amendment No. 3”) with BofA, which, among other matters, deferred the requirement that the Company make an additional principal payment of $1.0 million on the BofA Term Loan, from March 1, 2024, as was required under Loan Amendment No. 2, to April 1, 2024. Further, Loan Amendment No. 3 reduced the additional fee the Company was required to pay BofA on March 2, 2024 from 1% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024 as required under Loan Amendment No. 2, to 0.50% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024. Additionally, Loan Amendment No. 3 required the Company to pay BofA a fee equal to 0.50% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024, if the BofA Credit Facility was not repaid in full on or before April 2, 2024 (the “April 2024 Fee”). The April 2024 Fee, if applicable, would have been due on April 2, 2024. We were not required to pay the April 2024 Fee based on our repayment of the BofA Credit Facility prior to April 2, 2024. Under Loan Amendment No. 3, the Company was required to maintain liquidity of at least $2.0 million and pay the remaining outstanding balance of $500,000 on the BofA Revolving Credit Facility by March 1, 2024, as required under Loan Amendment No. 2. Loan Amendment No. 3 was considered a modification under ASC 470, Debt.

On March 15, 2024, we entered into the EBC Credit Agreement and used proceeds from the initial drawings under the EBC Credit Facilities (as defined below) to repay in full outstanding obligations under the BofA Loan Agreement and to pay fees, premiums, costs and expenses, including fees payable in connection with the EBC Credit Agreement. The BofA Loan Agreement was terminated upon entry into the EBC Credit Agreement and is no longer in effect.

The EBC Credit Agreement provides for (i) a senior secured revolving loan facility of up to $15.0 million (the “EBC Revolving Loan Facility”) and (ii) a senior secured revolving credit facility of up to $1.0 million (the “EBC Additional Line” and, together with the EBC Revolving Loan Facility, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit). On June 14, 2024, the parties entered into a First Amendment to the EBC Credit Agreement (the “First Amendment”) providing for a modified EBC Additional Line of $1.0 million through July 12, 2024, $666,666.67 from July 13, 2024 through August 11, 2024 and $333,333.34 from August 12, 2024 through September 10, 2024. Availability of borrowings under the EBC Credit Facilities will be based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable and inventories, as reduced by certain reserves, if any.

In the absence of an Event of Default (as defined in the EBC Credit Agreement) or certain other events (including the inability of EBC to determine the secured overnight financing rate “SOFR”), borrowings under (a) the EBC Revolving Loan Facility accrue interest at a rate of the one-month term SOFR reference rate plus an adjustment of 0.11448% (“Adjusted Term SOFR”) plus 5.00%, and (b) the EBC Additional Line accrues interest at a rate of Adjusted Term SOFR plus 6.50%, in each case subject to a floor of 2.00% for Adjusted Term SOFR. We will be required to pay a commitment fee of 0.50% per annum for the unused portion of the EBC Revolving Loan Facility. In addition to the foregoing unused commitment fee, we are required to pay certain other administrative fees pursuant to the terms of the EBC Credit Agreement.

Borrowings under the EBC Credit Agreement are secured by a security interest in certain assets of the Company and are subject to certain loan covenants. The EBC Credit Facilities require the maintenance of certain financial covenants, including (i) Excess Availability (as defined in the EBC Credit Agreement) of at least, as of any date of determination, an amount equal to the greater of (a) $1.0 million and (b) 10% of the Adjusted Borrowing Base (as defined in the EBC Credit Agreement), unless as of the last day of the most recent month for which the monthly financial statements and the related compliance certificate have been or are required to have been delivered to EBC, the Fixed Charge Coverage Ratio (as defined in the EBC Credit Agreement) for the 12 consecutive calendar month period then ended is greater than 1.10 to 1.00; and (ii) a capital expenditure limitation limiting the aggregate cost of all Capital Expenditure (as defined in the EBC Credit Agreement) to $2.5 million during any fiscal year. In addition, the EBC Credit Facilities contain customary affirmative and negative covenants.

On November 5, 2025, the parties entered into the Second Amendment to the EBC Credit Agreement (the “Second Amendment”). The Second Amendment amended the EBC Credit Agreement to, among other things, (i) extend the maturity date of the EBC Revolving Loan Facility to March 15, 2029, (ii) decrease the minimum EBC Revolving Loan Facility outstanding principal amount to $4.0 million and (iii) decrease the interest rate for the EBC Revolving Loan Facility to Adjusted Term SOFR or the base rate, as applicable, plus the Applicable Margin (as defined in the EBC Credit Agreement). The Applicable Margin is determined quarterly under a two-prong pricing grid based on both the Average Excess Availability (as defined in the EBC Credit Agreement) and Fixed Charge Coverage Ratio for the most recently ended fiscal quarter, as set forth on Annex IV to the EBC Credit Agreement, as amended.

Strategy

Our overall strategy is to provide our customers with a broad selection of products and solutions, rapid and high-quality service, and custom design capabilities, all at competitive prices. Specifically, our strategy is the following:

Provide rapid and flexible design and manufacturing services. ~~Over~~We ~~the~~are ~~past few years we have~~ focused ~~our organization~~ on providing a standardized portfolio, allowing for quick-turn readily available products, while having the capabilities, flexible design and manufacturing services to customize our offering to address customer specific requirements or applications.

Competitive pricing. Our manufacturing and distribution arrangements have been designed to lower costs and enable us to offer prices on both our standard and custom manufactured products and solutions that are competitive with the marketplace, all while keeping quality as a priority.

Leverage our manufacturing and distribution capabilities and facilities. Our strategy is to operate our manufacturing and distribution locations to best provide our customers with a competitively priced, high-quality product and solution offering delivered with a fast turnaround time. As part of this strategy, we utilize a “one-company” approach to production and distribution locations and allocate our resources based on each location’s production specialization capabilities, its proximity to the shipment destination, and other factors. Using this “one-company” approach, our goal is to leverage available capacity and shorten delivery times, while potentially providing lower shipping costs. We operate manufacturing and distribution locations in California, and in the Northeastern United States.

Integrate marketing and selling efforts. Our strategy is to integrate and cross-sell our various historical and acquired ~~product~~products ~~lines~~and solutions. We have ~~been~~integrated ~~integrating~~ our customer-centric marketing and sales efforts, thereby expanding the number and type of ~~products~~solutions we can offer to our existing client base, while also using this cross-sell approach to win new customers.

Broad range of immediately available products. Our strategy is to provide a high level of availability where we stock a large selection of standard products that are available for immediate delivery, including availability from multiple distributors. Additionally, we augment this “on-the-shelf” availability of several cable assembly and interconnect products with fast-turn production and assembly providing better lead times for our customers.

Targeted focus of product lines. Our strategy is to focus on passive products rather than manufacturing and selling operating or active components or products. Our product line focus ~~remains~~is onto ~~supporting~~ support and ~~leveraging~~ leverage our distribution channels with our core passive interconnect and cable assemblies offering, while in parallel we continue to expand our portfolio of integrated solutions to address key end customer and market applications. As we have grown in recent years, we have placed a specific emphasis on expanding our ~~product~~solutions ~~lines~~ to offer more of the bill of materials required to deploy specific connectivity systems and applications in key markets, such as wireless and public safety communications.

Increase long-term relationships with customers. Our goal is to establish long-term relationships with the customers who have used us for specialized projects by having our solutions built into the customer’s product specifications and bills of materials. As we remain focused on maintaining and expanding our national distributor relationships through our dedicated sales and account management teams, we have invested in targeted business development efforts to assist in getting more closely aligned with the requirements of strategic end customers.

6Expand our reach in existing markets while moving into new markets. We are focused on leveraging our successes in key existing markets and applications to expand our reach within those markets and our current customers. Additionally, we have a growth focus to leverage our experience and expertise to move into similar applications in new markets and customers.

Grow through strategic and targeted acquisitions. We will continue to consider strategic acquisitions of companies or technologies that can increase our customer penetration and/or diversify our customer base, supplement our management team, expand our product offerings, and/or expand our footprint in relevant market segments.

Operations

We ~~currently~~previously ~~conduct~~managed ~~operations~~our ~~through~~business as two reportable segments: the RF Connector segment and the Custom Cabling segment. During the fourth quarter of fiscal year 2025, we completed changes to the structure of our ~~six~~organization ~~divisions~~in connection with broader restructuring initiatives, including consolidation of manufacturing operations, headcount reductions, and the transition of our ~~product~~sales ~~areas~~organization. ~~divided~~As ~~into~~a ~~two~~result ~~reporting~~of these changes, our previous RF Connector and Custom Cabling operating segments were combined into a single reportable segment.

~~RF Connector and Cable Assembly Segment~~6

~~Our~~The RF Connector ~~segment consists of the RF Connector~~ and Cable Assembly division (“RF Connector division”), ~~that~~which is based at our headquarters in San Diego, California, ~~with expansion in New Jersey through our acquisition of Microlab. The RF Connector division~~ is primarily engaged in the design, manufacture and distribution of coaxial connector solutions for companies that design, build, operate, maintain and use a variety of connectivity/communication applications. Coaxial connector products consist primarily of connectors which, when attached to a coaxial cable, facilitate the transmission of analog and digital signals in various frequencies. Although most of the connectors are designed to fit standard cable products, the RF Connector division also sells custom connectors specifically designed and manufactured to suit its customers’ requirements. Additionally, during fiscal year 2023, the Company integrated the former C Enterprises division into the RF Connector division and San Diego headquarters. The business and assets of C Enterprises, L.P. were acquired on March 15, 2019, bringing to the Company the Corning Cable Systems CAH ConnectionsSM Gold Program member as an authorized manufacturer of fiber optic products that are backed by Corning Cable Systems’ extended warranty. This acquisition added the capabilities to design, develop and manufacture connectivity solutions including custom copper and fiber cable assemblies sold to telecommunications and data communications distributors.

The Microlab division is included in the RF Connector segment. Microlab was acquired in March 2022, and is based in Parsippany, New Jersey. Microlab designs and manufactures high-performance RF and Microwave products enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks. Manufacturing operations are performed at Microlab’s facilities in New Jersey.

The RF Connector division typically carries over 1,500 different types of connectors, adapters, tools, and test and measurements kits. This division’s connectors are used in thousands of different devices, products and types of equipment. Since the RF Connector division’s standard connectors can be used in a number of different products and devices, the discontinuation of one product typically does not make our connectors obsolete. Accordingly, most connectors that we carry can be marketed for a number of years. Furthermore, because our connector products are not dependent on any single line of products or any market segment, our overall sales of connectors tend to fluctuate less when there are material changes or disruption to a single product line or market segment.

Cable assembly products manufactured and sold by the RF Connector division consist of various types of coaxial cables that are attached to connectors (usually our connectors) for use in a variety of communications applications. Cable assemblies manufactured for the RF Connector division are primarily manufactured at our San Diego, California facilities using state-of-the-art automation equipment and are sold through distributors or directly to major OEM accounts. Our cable assembly portfolio consists of both standard and custom cable assemblies designed for specific customer requirements. We offer a line of cable assemblies with over 100,000 cable product combinations.

We design our connectors at our headquarters in San Diego, California,; and Microlab designs and manufactures a wide selection of components and integrated subsystems for signal conditioning and distribution in the wireless infrastructure markets as well as for use in medical devices. Howeverhowever, most of the connectors are manufactured for us by third-party foreign manufacturers located in Asia.

~~Custom~~Microlab/FXR ~~Cabling~~LLC. ~~Manufacturing~~Microlab/FXR LLC (“Microlab”) was acquired in March 2022, and ~~Assembly~~is ~~Segment~~based in Parsippany, New Jersey. Microlab designs and manufactures high-performance RF and Microwave products enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks. Manufacturing operations are performed at Microlab’s facilities in Parsippany, New Jersey. However, most of the connectors are manufactured for us by third-party foreign manufacturers located in Asia.

The Custom Cabling segment currently consists of three wholly-owned subsidiaries located in the Northeastern United States. Our plan is to integrate certain aspects of the manufacturing, sales and marketing functions of these divisions so as to better address overlapping market opportunities and to more efficiently manufacture, market, and ship products to our customers.

The three divisions that comprise the current Custom Cabling segment consist of the following:

Cables Unlimited, Inc. Cables Unlimited, Inc. (“Cables Unlimited”) is a custom cable manufacturer located in Yaphank, New York, that we acquired in 2011. Cables Unlimited is a Corning Cable Systems CAH Connections^SM Gold Program member, authorized to manufacture fiber optic products that are backed by Corning Cable Systems’ extended warranty. Cables Unlimited designs, develops and manufactures custom connectivity solutions for the industrial, defense, telecommunications and wireless markets. The products sold by Cables Unlimited include custom and standard copper and fiber optic cable assemblies, adapters and electromechanical wiring harnesses for communications, computer, LAN, automotive fiber optic and medical equipment.

Rel-Tech Electronics, Inc. Rel-Tech Electronics, Inc. (“Rel-Tech”) was acquired in June 2015. Rel-Tech’s offices and manufacturing facilities are located in Milford, Connecticut. Rel-Tech is a designer and manufacturer of cable assemblies and wiring harnesses for blue chip industrial, oilfield, instrumentation, medical and military customers. Wire and cable assembly products include custom wire harnesses, ribbon cable, electromechanical and kitted assemblies, and networking and communications cabling.

Schroff Technologies International, Inc. Schroff Technologies International, Inc. (“Schrofftech”) was acquired in November 2019. Schrofftech is a Rhode Island based manufacturer and marketer of intelligent thermal cooling control systems, along with pole-ready wireless small cell shrouds and enclosures, custom designed for plug-and-play installation. These products are typically used by telecommunications companies across the U.S. and Canada.

Product and Solutions Description

We produce a large variety of ~~interconnect~~ products and ~~assemblies~~solutions that enable communications and connectivity that are used in ~~telecommunications~~networks, industrial applications, and a range of other markets and industries. The ~~products~~solutions that we offer and sell consist of the following three areas:

~~Connector and Cable Products~~Interconnect

We design, ~~manufacture~~develop and ~~market~~manufacture astandard ~~broad~~and ~~range~~custom of coaxial, ~~connectors~~fiber optic, ~~adapters~~copper, and ~~cable~~data cables, jumpers and assemblies ~~fornumerous~~to provide connectivity solutions for numerous applications in commercial, industrial, automotive, transportation, scientific, aerospace and military markets.

We market and manufacture cable assemblies in a variety of sizes and combinations of RF coaxial connectors and coaxial cabling. Cabling is purchased from a variety of major unaffiliated suppliers and is assembled predominately with our connectors as complete cable assemblies. Coaxial cable assemblies have numerous applications including low PIM, Wi-Fi and wireless local area networks, wide area networks, internet systems, cellular systems including 2.5G, 3G, 4G, 5G, LTE, DAS and Small Cell installations, TV/dish network systems, test equipment, military/aerospace (mil-standard and COTS (Commercial Off–The-Shelf)) and entertainment systems. Cable assemblies are manufactured to customer requirements.

We design, manufacture and market a broad range of coaxial connectors and adapters for numerous applications in commercial, industrial, automotive, transportation, scientific, aerospace and military markets.

There are numerous applications for these connectors, some of which include digital applications, 2.5G, 3G, 4G, 5G, LTE, Wi-Fi and other broadband wireless infrastructure, GPS, mobile radio products, aircraft, video surveillance systems, cable assemblies and test equipment. Users of our connectors include telecommunications companies, circuit board manufacturers, OEMs, consumer electronics manufacturers, audio and video product manufacturers and installers, and satellite companies. We market over 1,500 types of connectors, adapters, tools, assembly, test and measurement kits, which range in price from under $1 to over $1,000 per unit. The kits satisfy a variety of applications including, but not limited to, lab operations, site requirements and adapter needs.

We carry thousands of separate types of connectors, most of which are available in standard sizes and configurations and that are also offered by other companies. However, we also have some proprietary products, including the CompPro product line, CompPro is a patented compression technology that offers advantages for a water-tight, ruggedized connection, providing easier installation, and improved system reliability on braided cables. CompPro is used by wireless network operators, installers and distributors in North America and other parts of the world.

We also design and sell a variety of connector tools and hand tools that are assembled into kits used by lab and field technicians, research and development technicians and engineers. These tools are manufactured for us by outside contractors. Tool products are carried as an accommodation to our customers and have not materially contributed to our revenues.

WeCustom ~~market and manufacture cable assemblies in a variety of sizes and combinations of RF coaxial connectors and coaxial cabling.~~ Cabling is purchased from a variety of major unaffiliated suppliers and is assembled predominately with our connectors as complete cable assemblies. Coaxial cable assemblies have numerous applications including low PIM, Wi-Fi and wireless local area networks, wide area networks, internet systems, cellular systems including 2.5G, 3G, 4G, 5G, LTE, DAS and Small Cell installations, TV/dish network systems, test equipment, military/aerospace (mil-standard and COTS (Commercial Off–The-Shelf)) and entertainment systems. Cable assemblies are manufactured to customer requirements.

We ~~carry~~design, ~~thousands of separate types of connectors~~manufacture, ~~most~~and ofsell ~~which~~cable ~~are~~assemblies ~~available in standard sizes~~ and ~~configurations~~wiring ~~and~~harnesses ~~that~~for ~~are~~industrial, ~~also offered by other companies. However~~oilfield, ~~we also have some proprietary products~~instrumentation, ~~including the CompPro product line~~medical, ~~OptiFlex cables~~manufacturing, and ~~the~~aerospace ~~Schrofftech~~and ~~telecom~~defense ~~shelter~~applications. ~~cooling~~Wire and ~~control~~cable ~~system~~assembly products. ~~CompPro~~include iscustom awire ~~patented compression technology that offers advantages for a water-tight~~harnesses, ~~ruggedized~~ribbon ~~connection~~cable, ~~providing~~electromechanical ~~easier installation,~~ and ~~improved~~kitted ~~system reliability on braided cables. CompPro is used by wireless network operators~~assemblies, ~~installers~~networking and ~~distributors~~communications incabling. ~~North~~DIN ~~America~~ and ~~other~~Mini ~~parts~~DIN ofconnector ~~the~~assemblies ~~world.~~include ~~OptiFlex is a hybrid fiber optic and DC~~ power ~~cabling solution that we designed and manufactured~~cord, ~~and the Schrofftech products are energy efficient cooling/temperature control and filtration systems for use in telecom shelters~~coaxial, ~~outdoor~~Mil-spec ~~enclosures~~ and ~~battery/power rooms~~testing.

Additionally, we design, manufacture, and sell custom and unique fiber optic solutions. Our Cables Unlimited division is a Corning Cable Systems CAH Connections SM Gold Program member that is authorized to manufacture fiber optic products that are backed by Corning Cable Systems’ extended warranty. Through Cables Unlimited, we offer a broad range of interconnect products and systems that have the ability to combine radio frequency and fiber optic interconnect components, with various connectors and power cables through customized solutions for these customers. Cables Unlimited also manufactures OptiFlex, a custom designed hybrid fiber optic and DC power cabling solution manufactured for wireless service providers engaged in upgrading their cell towers. The custom hybrid cable is significantly lighter and possesses greater flexibility than cables previously used for wireless service.

Integrated Systems

Our integrated systems products and solutions consist of technology-centric systems that are designed and engineered for key communications and industrial applications. In many cases these systems combine products, components, and technologies from several different areas of our offering to deliver high value solutions to challenging customer applications.

Thermal Control Systems

We engineer, design, manufacture and sell patented intelligent thermal control systems for cabinets, enclosures, and small buildings that house communications equipment. The thermal control systems, which can be controlled offsite using networked software, maintain the interior temperature of these facilities.

Concealment Solutions

We design and sell integrated shrouds and enclosures for small cell deployments that reduce installation time and improve aesthetics by eliminating the exterior cabling used with current configurations.

Passive RF Products

We design and manufacture high-performance RF and microwave high-performance components such as dividers, directional couplers and filters enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks.

Fiber Optic Products

Cables Unlimited is a Corning Cable Systems CAH Connections SM Gold Program member that is authorized to manufacture fiber optic products that are backed by Corning Cable Systems’ extended warranty. Through our Cables Unlimited division, we offer a broad range of interconnect products and systems that have the ability to combine radio frequency and fiber optic interconnect components, with various connectors and power cables through customized solutions for these customers. Cables Unlimited also manufactures OptiFlex, a custom designed hybrid fiber optic and DC power cabling solution manufactured for wireless service providers engaged in upgrading their cell towers. The custom hybrid cable is significantly lighter and possesses greater flexibility than cables previously used for wireless service.

The former C Enterprises, now integrated into the RF Connector division, is a Corning Cable Systems CAH Connections SM Gold Program member, authorized to manufacture fiber optic products that are backed by Corning Cable Systems’ extended warranty. C Enterprises designs, develops and manufactures connectivity solutions to telecommunications and data communications distributors.

Other Cabling Products

We design, manufacture, and sell cable assemblies and wiring harnesses for industrial, oilfield, instrumentation, medical, and military customers. Wire and cable assembly products include custom wire harnesses, ribbon cable, electromechanical and kitted assemblies, networking and communications cabling. DIN and Mini DIN connector assemblies include power cord, coaxial, Mil-spec and testing.

Telecommunications Thermal Control Systems and Shrouds

We engineer, design, manufacture and sell intelligent thermal control systems for outdoor telecommunications equipment. The thermal control systems, which can be controlled offsite using networked software at the telecommunication company’s own data center, maintain the interior temperature of telecommunications and other networking equipment. We also design and sell integrated shrouds and enclosures for small cell deployments that reduce installation time and improve aesthetics by eliminating the exterior cabling used with current configurations.

Foreign Sales

Net sales to foreign customers accounted for $6,~~014~~750,000 (or approximately 98%) of our net sales, and $6,~~387~~014,000 (or approximately 9%) of our net sales for the fiscal years ended October 31, ~~2024~~2025 and ~~2023~~2024, respectively. The majority of the export sales during these periods were to Canada.

We do not own, or directly operate any manufacturing operations or sales offices in foreign countries.

Distribution and Marketing

We currently sell our products through independent warehousing distributors and through our in-house marketing and sales team. Sales through independent distributors accounted for approximately 3528% of our net sales for the fiscal year ended October 31, ~~2024~~2025. Our agreements with most of the distributors are nonexclusive and generally may be terminated by either party upon 30-60 days’ written notice. The Company directly sells certain of its products to large, national telecommunication equipment and solution providers who include the Company’s products in their own product offerings.

Manufacturing

We contract with outside third parties for the manufacture of a significant portion of our coaxial connectors. However, virtually all of the RF cable assemblies sold during the fiscal year ended October 31, ~~2024~~2025 were assembled at the International Organization for Standardization (“ISO”) approved ~~factories~~factory in San Diego, California ~~and Parsippany, New Jersey~~. We procure our raw cable from manufacturers with ISO-approved factories in the United States, China, and Taiwan. The Company primarily relies on several third-party partners for the manufacture of its coaxial connectors, tools and other passive components and receives bulk cable from multiple manufacturing plants. Although we do not have manufacturing contracts with these manufacturers for our connectors and cable products, we do have long-term purchasing relationships. There are certain risks associated with our dependence on third-party manufacturers for some of our products. See “Risk Factors” below. We have in-house design engineers who create the engineering drawings for fabrication and assembly of connectors and cable assemblies. Accordingly, the third-party manufacturers are not primarily responsible for design work related to the manufacture of our connectors and cable assemblies. Although our current facilities are set up to manufacture certain lines of products, manufacturing of certain products is often shifted to other facilities to alleviate capacity limitations or to address a customer’s product manufacturing schedule requirements.

We manufacture custom cable assemblies, adapters and electromechanical wiring harnesses and other products through Cables Unlimited at its Yaphank, New York manufacturing facility. The Yaphank facility is an ISO-approved and AS9100 certified factory (AS9100 certification is an international standard for a Quality Management System (QMS) in the aviation, space, and defense industries, requiring companies to meet specific aerospace-related requirements). Cables Unlimited is a Corning Cable Systems CAH Connections SM Gold Program member, authorized to manufacture fiber optic products and assemblies that are backed by Corning Cable Systems’ extended warranty.

The Milford, Connecticut facility of Rel-Tech is an ISO-approved manufacturing facility that is primarily used to manufacture cable assemblies, electromechanical assemblies, wiring harnesses and other similar products.

~~The~~Our ~~products~~ISO-approved ~~sold~~manufacturing byfacility ~~Schrofftech~~in ~~are~~Parsippany, ~~designed~~New Jersey oversees the design and ~~manufactured~~manufacture atof ~~its~~a ~~ISO-approved~~wide ~~manufacturing~~selection ~~facility~~of inRF ~~North~~components ~~Kingstown,~~and ~~Rhode~~integrated ~~Island~~subsystems branded Microlab. ~~Schrofftech’s~~Additionally, ~~products~~this ~~are~~location ~~manufactured~~designs and ~~tested~~manufactures both our DAC thermal cooling systems and concealment solutions in accordance with the ETL Listing standards (ETL listing is a certification mark indicating that a product has been tested and verified to meet safety and performance standards for use in North America. It is administered by Intertek, an organization recognized by the U.S. Occupational Safety and Health Administration (OSHA) as a Nationally Recognized Testing Laboratory (NRTL)). These efforts are supported by a design and engineering office in North Kingstown, Rhode Island.

Microlab designs and manufactures a wide selection of RF components and integrated subsystems in our design and manufacturing facility in Parsippany, New Jersey.

Raw Materials

Connector materials are typically made of commodity metals such as copper, brass and zinc and include small applications of precious materials, including silver and gold. The RF Connector division ~~purchases~~and Microlab division purchase most of ~~its~~their connector products from contract manufacturers located in Asia and the United States. We believe that the raw materials used in our products are readily available and that we are not currently dependent on any supplier for our raw materials. We do not currently have any long-term purchase or supply agreements with our connector suppliers. ~~The Custom Cabling divisions obtain coaxial connectors from the RF Connector division.~~ We believe there are numerous domestic and international suppliers of other coaxial connectors that we may utilize for any of our cabling products.

The Cables Unlimited, Rel-Tech, Schrofftech, and former C Enterprises divisions purchase largely all of the raw materials used in their products from sources located in the United States. Fiber optic cables are available from various manufacturers located throughout the United States, however, Cables Unlimited purchases most of its fiber optic cables from Corning Cables Systems LLC. The Company believes that the raw materials used by Cables Unlimited in its products are readily available and that Cables Unlimited is not currently dependent on any supplier for its raw materials except where Corning Extended Warranty certification is required. Neither Cables Unlimited nor Rel-Tech Electronics currently have any long-term purchase or supply agreements with their connector and cable suppliers.

Backlog

As of October 31, ~~2024~~2025, our estimated backlog of unfilled firm orders was approximately $1915.5 million compared with backlog of approximately $1619.15 million as of October 31, ~~2023~~2024. Orders typically fluctuate from quarter to quarter based on customer demand and general business conditions and, in particular, for project-based orders from wireless carrier customers for custom cable assemblies at our Cables Unlimited division. Since purchase orders are submitted from customers based on the estimated timing of their requirements, our ability to predict orders in future periods or trends in future periods is limited. Furthermore, purchase orders may be subject to shipment delays and to cancellation from customers, although we have not historically experienced material cancellations of purchase orders.

It is expected that a substantial portion of the backlog will be filled within the next 12 months. Most of the orders that we receive, particularly infor ~~the~~our RFinterconnect ~~Connector segment~~products, generally have short lead times. Therefore, backlog may not be indicative of future demand.

Human Capital

As of October 31, ~~2024~~2025, we employed ~~302~~289 full-time employees, of whom 6467 were in accounting, administration, sales and management, ~~225~~208 were in manufacturing, distribution and assembly, and 1314 were engineers engaged in design, engineering and research and development. The employees were based at our facilities in San Diego, California (~~144~~132 employees), Yaphank, New York (6064 employees), Milford, Connecticut (5047 employees), Parsippany, New Jersey (4243 employees), and North Kingstown, Rhode Island (63 employees). We also occasionally hire part-time employees. We believe that we have a good relationship with our employees.

Patents, Trademarks and Licenses

We own ten U.S. patents related to the CompPro Product Line that we acquired in May 2015. The CompPro Product Line utilizes a patented compression technology that offers revolutionary advantages for a water-tight connection, easier installation, and improved system reliability on braided cables. The CompPro Product Line is used by wireless network operators, installers and distributors in North America and other parts of the world.

Our Schrofftech subsidiary owns ~~eight~~ten issued patents on its proprietary telecom shelter cooling and control system technology and its equipment room ventilation controls. Schrofftech has also filed ~~one~~three pending patent application related to ventilation and control equipment and controls.

Our Microlab division carries three additional patents regarding GPS signal repeaters, RF System Monitoring, and RF Tappers. There is also one pending application for RF system conditioning.

The trademarks we own include the “CompPro” registered trademark associated with the compression cable product line and the “OptiFlex™” as a trademark for its hybrid cable wireless tower cable solution. Each of our subsidiaries also use various trademarks (and associated logos and trade names) in their operations, although none of these trademarks have been registered.

Because the RF Connector division carries thousands of separate types of connectors and other products, most of which are available in standard sizes and configurations and are also offered by our competitors, we do not believe that our cables and connector business or competitive position is dependent on patent protection.

Under agreements with Corning Cables Systems LLC, Cables Unlimited and C Enterprises are permitted to advertise that they are Corning Cables System CAH Connections^SM Gold Program members.

With the acquisition of Microlab, three additional relevant patents were added to our portfolio regarding GPS signal repeaters, RF System Monitoring, and RF Tappers. Additional filings are also pending for RF system conditioning.

Warranties and Terms

We warrant our products to be free from defects in material and workmanship for varying warranty periods, depending upon the product. Products are generally warranted to the dealer for one year, with the dealer responsible for any additional warranty it may make. The RF Connector products are warranted for the useful life of the connectors. Our thermal cooling systems may include a warranty for one year or more on parts, and in some cases labor, for certain customers. These warranties are generally serviced by third party services companies hired by the end customer. We service these warranties by providing replacements parts or systems. Although we have not experienced any significant warranty claims to date, there can be no assurance that we will not be subjected to such claims in the future.

We usually sell to customers on 30 to 60-day terms pursuant to invoices and do not generally grant extended payment terms. Generally, customers may delay, cancel, reduce, or return products after shipment subject to a restocking charge.

Under ~~their~~the ~~agreements~~agreement with Corning Cables Systems LLC, Cables Unlimited ~~and~~is ~~C Enterprises are~~ authorized to manufacture optic cable assemblies that are backed by Corning Cables Systems’ extended warranty (referred to as the “Gold Certified Warranty”).

Competition

The industries in which we operate are highly competitive, and we compete with thousands of companies that range from large multinational corporations, most of which have greater assets and financial resources, to local manufacturers. Competition is generally based on breadth of product offering, product innovation, price, quality, delivery, performance and customer service. In addition, rapid technological changes occurring in the communications industry could also lead to the entry of new competitors of all sizes against whom we may not be able to successfully compete. There can be no assurance that we will be able to compete successfully against existing or new competition, and the inability to do so may result in price reductions, reduced margins, or loss of market share, any of which could have an adverse effect on our business, financial condition and results of operations.

Government Regulations

Our products are designed to meet all known existing or proposed governmental regulations. We believe that we currently meet existing standards for approvals by government regulatory agencies for our principal products.

Our products are Restriction on Hazardous Substances (“RoHS”) compliant.

Environmental Regulations

We are subject to various laws and governmental regulations concerning environmental matters and employee safety and health matters in the United States. Compliance with these federal, state, and local laws and regulations related to protection of the environment and employee safety and health has had no material effect on our business. There were no material capital expenditures for environmental projects in fiscal year ~~2024~~2025, and there are no material expenditures planned for such purposes in fiscal year ~~2025~~2026.

Investor Information

Our principal executive office is currently located at 16868 Via Del Campo Court, Suite 200, San Diego, California. RF Industries, Ltd. was incorporated in the State of Nevada on November 1, 1979, completed its initial public offering in March 1984 under the name Celltronics, Inc., and changed its name to RF Industries, Ltd. in November 1990. Unless the context requires otherwise, references to the “Company” in this report include RF Industries, Ltd. and our ~~six~~five wholly-owned subsidiaries, Cables Unlimited, Inc., Rel-Tech Electronics, Inc., C Enterprises, Inc., Schroff Technologies International, Inc., and Microlab/FXR LLC.

The Company’s principal Internet website is located at http://www.rfindustries.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and other information related to the Company, are available, free of charge, on that website as soon as reasonably practicable after we electronically file those documents with, or otherwise furnish them to, the Securities and Exchange Commission (“SEC”). Reports filed with the SEC are also available on the SEC’s website at www.sec.gov. The Company’s Internet website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Annual Report.

ITEM 1A1.A RISK FACTORS

Investors should carefully consider the risks described below and all other information in this Form 10-K. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business and operations.

If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline and investors may lose all or part of their investment in our common stock.

Risks Related to Our Business

We are heavily dependent upon wireless and broadband communications providers.

Most of our revenues and profitability have in recent years been generated from products that we sell, directly or through our distributors, to the wireless and broadband communications industries. In addition, we also sell connectors, cables and other products to companies that incorporate these products into their own wireless and broadband communications products. As a result, our business is heavily dependent upon the wireless and broadband markets. Demand for our products in these markets depends primarily on capital spending by operators for constructing, rebuilding or upgrading their telecommunication systems. The amount of this capital spending and, therefore, our sales and profitability, will be affected by a variety of factors affecting the telecommunications companies, including general economic conditions, consolidation within the telecommunications industry and the financial condition of operators. Although we sell many products into many different markets other than the telecommunications marketplace, because a major portion of our revenues has historically been derived from direct and indirect sales to wireless and broadband communications companies, our financial condition and results of operations are heavily influenced by the health and growth of the wireless and broadband markets, all of which is beyond our control.

~~The acquisition of Microlab will affect both the Company’s liquidity and its capital resources in the near future.~~11

OnWe ~~March~~have 1,entered ~~2022,~~into wea ~~purchased~~credit ~~Microlab from Wireless Telecom Group~~facility, ~~Inc.~~which ~~for~~may ~~$24,250,000,~~expose ~~subject~~us to ~~certain~~additional ~~post-closing~~risks, ~~adjustments.~~including Werisks ~~funded~~associated ~~$17~~with ~~million of~~ the ~~cash~~inability ~~purchase~~to ~~price~~repay ~~from~~ the ~~funds obtained under the term~~ loan ~~obtained from Bank of America, N.A. (the “Credit Facility Lender”) and paid the remaining amount of the cash purchase price with $7.3 million cash~~ on ~~hand, thereby reducing the amount of cash available for future acquisitions, for investments in the expansion of our existing businesses and assets, or as~~ a ~~reserve~~timely ~~for unanticipated financial requirements~~basis.

WeOn March 15, 2024, we entered into a ~~new~~loan and security agreement (the “EBC Credit Agreement”), with Eclipse Business Capital as administrative agent (“EBC”), which providing for (i) a senior secured revolving loan facility of up to $15.0 million (the “EBC Revolving Loan Facility”) and (ii) a senior secured revolving credit facility of up to $1.0 million (the “EBC Additional Line” and, ~~which~~together ~~replaced~~with the EBC Revolving Loan Facility, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit). We used proceeds from the initial drawings under the EBC Credit Facilities to repay in full outstanding obligations under the loan agreement (the “BofA Loan Agreement”) we previously entered into by us and Bank of America, N.A. (“BofA”) used to fund our acquisition of Microlab,. ~~which~~Additional ~~may~~proceeds ~~expose~~from usthe initial drawings under the EBC Credit Facilities were used to ~~additional~~pay ~~risks~~fees, premiums, costs and expenses, including ~~risks~~fees ~~associated~~payable in connection with the ~~inability~~EBC toCredit ~~repay~~Agreement. The BofA Loan Agreement was terminated upon entry into the ~~loan~~EBC onCredit aAgreement ~~timely~~and ~~basis~~is no longer in effect.

On March 15, 2024, we entered into a new loan and security agreement (the “EBC Credit Agreement”), with Eclipse Business Capital as administrative agent (“EBC”) providing for (i) a senior secured revolving loan facility of up to $15.0 million (the “EBC Revolving Loan Facility”) and (ii) a senior secured revolving credit facility of up to $1.0 million (the “EBC Additional Line” and, together with the EBC Revolving Loan Facility, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit). Pursuant to the terms of the First Amendment to the EBC Credit Agreement entered into by the parties on June 14, 2024, the EBC Additional Line was modified to provide for $1.0 million through July 12, 2024, $666,666.67 from July 13, 2024 through August 11, 2024 and $333,333.34 from August 12, 2024 through September 10, 2024. Availability of borrowings under the EBC Credit Facilities ~~will~~are be based upon a borrowing base formula and periodic borrowing base certifications valuing certain of our accounts receivable and inventories, as reduced by certain reserves, if any. We used proceeds from the initial drawings under the EBC Credit Facilities to repay in full outstanding obligations under the loan agreement (the “BofA Loan Agreement”) previously entered into by us and Bank of America, N.A. (“BofA”) used to fund our acquisition of Microlab. Additional proceeds from the initial drawings under the EBC Credit Facilities were used to pay fees, premiums, costs and expenses, including fees payable in connection with the EBC Credit Agreement. The BofA Loan Agreement was terminated upon entry into the EBC Credit Agreement and is no longer in effect.

In the absence of an Event of Default (as defined in the EBC Credit Agreement) or certain other events (including the inability of EBC to determine the secured overnight financing rate “SOFR”), borrowings under (a) the EBC Revolving Loan Facility accrue interest at a rate of the one-month term SOFR reference rate plus an adjustment of 0.11448% (“Adjusted Term SOFR”) plus 5.00%, and (b) the EBC Additional Line ~~accrues~~accrue interest at a rate of Adjusted term SOFR plus 6.50%, in each case subject to a floor of 2.00% for Adjusted Term SOFR. We ~~will~~are be required to pay a commitment fee of 0.50% per annum for the unused portion of the EBC Revolving Loan Facility. In addition to the foregoing unused commitment fee, we are required to pay certain other administrative fees pursuant to the terms of the EBC Credit Agreement.

On November 5, 2025, the parties entered into the Second Amendment to the EBC Credit Agreement, which (i) extended the maturity date of the EBC Revolving Loan Facility to March 15, 2029, (ii) decreased the minimum EBC Revolving Loan Facility outstanding principal amount to $4.0 million and (iii) decreased the interest rate for the EBC Revolving Loan Facility to Adjusted Term SOFR or the base rate, as applicable, plus the Applicable Margin (as defined in the EBC Credit Agreement). The Applicable Margin is determined quarterly under a two-prong pricing grid based on both the Average Excess Availability (as defined in the EBC Credit Agreement) and Fixed Charge Coverage Ratio for the most recently ended fiscal quarter, as set forth on Annex IV to the EBC Credit Agreement, as amended.

Our failure to comply with the terms of the EBC Credit Agreement could result in a default under the agreement. EBC may accelerate the payment terms of the EBC Credit Agreement upon the occurrence of certain events of default set forth therein. Any event that could require us to repay debt prior to its due date could have a material adverse impact on our financial condition and results of operations and may affect our ability to continue as a going concern. Further, any renegotiation, refinancing or additional indebtedness that we incur in the future may subject us to further covenants.

Our ability to comply with terms contained in the EBC Credit Agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Even if we are able to comply with all of the applicable covenants and terms, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us. In addition, our obligations under the EBC Credit Agreement are secured, on a first-priority basis, and such security interests could be enforced by EBC in the event of default by us.

Due to the nature of our business, we need continued access to capital, which if not available to us or if not available on favorable terms, could harm our ability to operate or expand our business.

Our business requires capital that is not financed by trade creditors when our business is expanding. If cash from available sources is insufficient or cash is used for unanticipated needs, we may require additional capital sooner than anticipated.

We believe that our existing sources of liquidity, including cash resources and cash provided by operating activities will provide sufficient resources to meet our working capital and cash requirements for at least the next twelve months; however, there can be no assurance that our cash resources will fund our operating plan for the period anticipated by us, especially if there is a material adverse impact on our business from unforeseen events or a desire to reduce our outstanding indebtedness. Any such events could have an effect on our liquidity and our ability to continue as a going concern in the future, and result in a need to raise additional capital. Alternatively, we could decide to liquidate assets, raise capital or incur additional indebtedness to fund strategic initiatives or operating activities, particularly if we pursue additional acquisitions. In the event we are required, or elect, to raise additional funds, we may be unable to do so on favorable terms, or at all, and may incur expenses in raising the additional funds and increase our interest rate exposure, and any future indebtedness could adversely affect our operating results and severely limit our ability to plan for, or react to, changes in our business or industry. Further, under the EBC Credit Agreement, we are limited by financial and other negative covenants in our credit arrangements. If we cannot raise funds on acceptable terms, we may be unable to continue as a going concern and may not be able to take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. Any inability to raise additional capital when required could have an adverse effect on our business and operating results.

In the event that we are unable to pay our obligations on the EBC Credit Facilities on a timely basis, maintain the financial covenants under the EBC Credit Agreement, as amended, including the Excess Availability requirements and capital expenditure limitation, or otherwise default on our obligations under the EBC Credit Agreement, EBC will have a right to foreclose on personal property of the Company and certain of its subsidiaries.

We depend on third-party contract manufacturers for a majority of our connector manufacturing needs. If they are unable to manufacture and deliver a sufficient quantity of high-quality products on a timely and cost-efficient basis, our net revenue and profitability would be harmed and our reputation may suffer.

Substantially all of the RF Connector division’s connector products are manufactured by third-party contract manufacturers. We rely on them to procure components for RF connectors and in certain cases to design, assemble and test the products on a timely and cost-efficient basis. If our contract manufacturers are unable to complete design work on a timely basis, we will experience delays in product development and our ability to compete may be harmed. In addition, because some of our manufacturers have manufacturing facilities in Taiwan and China, their ability to provide us with adequate supplies of high-quality products on a timely and cost-efficient basis is subject to a number of additional risks and uncertainties, including political, social and economic instability and factors that could impact the shipment of supplies. Further, health crises, including epidemics or pandemics, ~~such as the COVID-19 pandemic,~~ and government and business responses thereto, could affect our manufacturers, including by resulting in quarantines and/or closures, which could result in potential closures and disruptions to our manufacturing needs. If our manufacturers are unable to provide us with adequate supplies of high-quality products on a timely and cost-efficient basis, our operations would be disrupted and our net revenue and profitability would suffer. Moreover, if our third-party contract manufacturers cannot consistently produce high-quality products that are free of defects, we may experience a higher rate of product returns, which would also reduce our profitability and may harm our reputation and brand.

Our third-party contract manufacturers are based in Asia. Recently, our third-party contract manufacturers have been subject to various supply chain disruptions. These supply chain disruptions have slowed the delivery of products to us and have increased the price of certain materials due to the significant increase in costs of raw materials and shipping costs. Our ability to produce and timely deliver our products may be materially impacted in the future if these supply chain disruptions continue or worsen. In addition, because of the rising cost, we may be forced to increase the price of our products to our customers, or we may have to reduce our gross margins on the products that we sell. Because some of our custom manufacturing contracts call for deliveries over a longer period of time, cost increases during the term of these agreements at times cannot be passed through to our customers and therefore will have to be borne by us.

We do not currently have any long-term supply agreements with any of our contract manufacturers, and such manufacturers could stop manufacturing products for us at any time. Although we believe that we could locate alternate contract manufacturers if any of our manufacturers terminated our business, our operations could be impacted until alternate manufacturers are found.

Our business strategy to expand through acquisitions of other businesses could increase operating costs and expose us to additional risks.

As part of our plan to operate businesses that are profitable and that reflect the changing market, we from time to time sell unprofitable divisions and purchase new businesses. ~~Such recent transactions include the purchase of our new C Enterprises and Schrofftech subsidiaries in 2019 and Microlab in 2022.~~ In addition, we have previously disclosed that, as part of our growth strategy, we intend to make additional acquisitions of businesses in the future. While we believe that restructuring our operations and acquiring other businesses will benefit us in the longer term, these acquisitions have in the short -term caused us to incur additional legal, accounting and administrative expenses, including the cost of integrating the various accounting systems of our new subsidiaries, upgrading our information systems, and the cost of managing various divisions in separate locations and states. We may in the future make additional acquisitions. Accordingly, we will be subject to numerous risks associated with the acquisition of additional businesses, including:

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diversion of management’s attention;

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the effect on our financial statements of the amortization of acquired intangible assets;

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the cost associated with acquisitions and the integration of acquired operations;

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we may not be able to secure capital to finance future acquisitions to the extent additional debt or equity is needed; and

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assumption of unknown liabilities, or other unanticipated events or circumstances.

Any of these risks could materially harm our business, financial condition and results of operations. There can be no assurance that any business that we acquire will achieve anticipated revenues or operating results.

In addition to the normal risks associated with purchasing a new business and operating at a new location, the Company’s acquisition of Microlab in 2022 reduced our cash on hand by over $7.3 million and we took on $17 million of indebtedness and related financial covenants under the BofA Term Loan. In March 2024, we entered into the EBC Credit Agreement, which replaced the BofA Term Loan. The new credit facility requires the maintenance of certain financial covenants, including Excess Availability requirements ad capital expenditure limitations. A breach of any of the covenants could result in a default under the credit facility. Upon the occurrence of an event of default under the credit facility, the commercial bank could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable. The credit facility is secured by a lien on substantially all personal property of the Company and certain of its subsidiaries.13

In addition to the normal risks associated with purchasing a new business and operating at a new location, the Company’s acquisition of Microlab in 2022 reduced our cash on hand by over $7.3 million and we took on $17 million of indebtedness and related financial covenants under the BofA Term Loan. In March 2024, we entered into the EBC Credit Agreement, which replaced the BofA Term Loan. The new credit facility requires the maintenance of certain financial covenants, including Excess Availability requirements and capital expenditure limitations. A breach of any of the covenants could result in a default under the credit facility. Upon the occurrence of an event of default under the credit facility, the commercial bank could terminate all commitments to extend further credit and elect to declare amounts outstanding thereunder to be immediately due and payable. The credit facility is secured by a lien on substantially all personal property of the Company and certain of its subsidiaries.

Global economic conditions and any related impact on our supply chain and the markets where we do business could adversely affect our results of operations.

The uncertain state of the global economy (including the current conflict between Russia and Ukraine and related economic and other retaliatory measures taken by the United States, European Union and others, and more recently between Israel and Hamas) continues to impact businesses around the world. Deteriorating economic conditions or financial uncertainty in any of the markets in which we sell our products could reduce business confidence and adversely impact spending patterns, and thereby could adversely affect our sales and results of operations. In challenging and uncertain economic environments such as the current one, we cannot predict whether or when such circumstances may improve or worsen, or what impact, if any, such circumstances could have on our business, financial condition and results of operations, or on the price of our common stock.

Recent inflationary pressures have increased the cost of energy and raw materials and may adversely affect our results of operations. If inflation continues to rise and further impact the cost of energy and raw materials, we may not be able to offset cost increases to our products through price adjustments without negatively impacting consumer demand, which could adversely affect our sales and results of operations.

Our business, financial condition and results of operations could be harmed by the effects of ~~outbreaks of COVID-19 or similar~~ public health crises.

We are subject to risks associated with public health threats, including ~~outbreaks~~epidemics ~~associated~~or ~~with COVID-19 and its variants~~pandemics, which ~~have~~could ~~had and may continue to~~ have an adverse impact on certain aspects of our business. ~~While~~The ~~most countries have removed or reduced the restrictions initially implemented in response to COVID-19, the~~ extent to which ~~the~~a ~~COVID-19 pandemic or another~~ public health crisis ~~impact~~impacts our business, results of operations, and financial condition will depend on ~~future~~a number of developments which are highly uncertain and are difficult to predict. These developments include, but are not limited to, ~~future~~the ~~resurgences~~duration, spread and severity of ~~the~~outbreaks, ~~virus~~government responses and ~~its~~other ~~variants,~~ actions ~~taken~~ to ~~contain~~mitigate the ~~virus~~spread orof ~~address~~and ~~its~~to ~~impact,~~treat ~~the~~such ~~timing,~~outbreaks ~~distribution,~~ and ~~efficacy~~when ofand ~~vaccines~~to ~~and~~what ~~other~~extent ~~treatments~~business, economic and ~~the~~social ~~imposition~~activity ~~of government lockdowns, quarantine~~ and ~~physical~~conditions ~~distancing~~are ~~requirements~~disrupted.

Our dependence on third-party manufacturers increases the risk that we will not have an adequate supply of products or that our product costs will be higher than expected.

The risks associated with our dependence upon third parties which develop and manufacture and assemble the Company’s products include:

● reduced control over delivery schedules and quality; ● risks of inadequate manufacturing yields and excessive costs; ● the potential lack of adequate capacity during periods of excess demand; and ● potential increases in prices due to raw material and/or labor costs.

14● risks of inadequate manufacturing yields and excessive costs;

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the potential lack of adequate capacity during periods of excess demand; and

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potential increases in prices due to raw material and/or labor costs.

These risks may lead to increased costs or delay product delivery, which would harm our profitability and customer relationships.

An impairment in the carrying value of goodwill, trade names and other long-lived assets could negatively affect our consolidated results of operations and net worth.

Goodwill and indefinite-lived intangible assets, such as trade names, are recorded at fair value at the time of acquisition and are not amortized, but are reviewed for impairment annually or more frequently if impairment indicators arise. In evaluating the potential for impairment of goodwill and trade names, we make assumptions regarding future operating performance, business trends and market and economic conditions. There are inherent uncertainties related to these factors and in applying these factors to the assessment of goodwill and trade name recoverability. Goodwill reviews are prepared using estimates of fair value based on the estimated present value of future discounted cash flows. We could be required to evaluate the recoverability of goodwill or trade names prior to the annual assessment upon unexpected significant declines in operating results, the divestiture of a significant component of our business or other factors.

No assurance can be given that events or circumstances will not change regarding the carrying value of goodwill of the Cables Unlimited, Microlab, Rel-Tech, C-Enterprises and Schrofftech subsidiaries or the CompPro product line. Should we in the future determine that the carrying value of the goodwill associated with some or all of these assets no longer is recoverable, we will have to record additional impairment losses. In the event that we have to record material impairment charges on the Cables Unlimited, Microlab, Rel-Tech, C-Enterprises or Schrofftech subsidiaries or the CompPro product line, such future charges could materially reduce future earnings, which would negatively affect our stock price.

Changes in technology may reduce the demand for some of our products.

The wireless and telecommunications industry is rapidly changing. Changes in the product demands by telecommunications and other infrastructure companies may make certain of our current products obsolete. Accordingly, we must quickly and efficiently react to technological developments and provide new products to meet the shifting demands of our customers. Our failure to successfully introduce new or enhanced products on a timely and cost-competitive basis could have a material adverse effect on the results of our operations and financial condition.

If the manufacturers of our coaxial connectors or other products discontinue the manufacturing processes needed to meet our demands or fail to upgrade their technologies, we may face production delays.

Our coaxial connector and other product requirements typically represent a small portion of the total production of the third-party manufacturers. As a result, we are subject to the risk that a third-party manufacturer will cease production of some of our products or fail to continue to advance the process design technologies on which the manufacturing of our products are based. Each of these events could increase our costs or harm our ability to deliver products on time or develop new products.

Our dependence upon independent distributors to sell and market our products exposes us to the risk that such distributors may decrease their sales of our products or terminate their relationship with us.

Our sales efforts are primarily effected through independent distributors. Although we have entered into written agreements with most of the distributors, the agreements are nonexclusive and generally may be terminated by either party upon 30-60 days’ written notice. Our distributors are not within our control, are not obligated to purchase products from us, and may also sell other lines of products. There can be no assurance that these distributors will continue their current relationships with us or that they will not give higher priority to the sale of other products, which could include products of competitors. A reduction in sales efforts or discontinuance of sales of our products by our distributors would lead to reduced sales and could materially adversely affect our financial condition, results of operations and business. Selling through indirect channels such as distributors may limit our contact with our ultimate customers and our ability to assure customer satisfaction.

A material portion of our sales is dependent upon a few principal customers, the loss of whom could materially negatively affect our total sales.

We generate much of our revenue from a limited number of customers. For the year ended October 31, ~~2024~~2025, a wireless ~~carrier~~provider customer accounted for approximately 10% of total sales and aapproximately ~~distributor~~26% ~~customer~~of ~~both~~the total net accounts receivable balance, and an aerospace customer accounted for less than 10% of total sales, and approximately 1518% ~~and 10%~~ of the total net accounts receivable balance~~, respectively~~. For the year ended October 31, ~~2023~~2024, a ~~different~~ wireless ~~carrier~~provider customer ~~accounted for approximately 10% of total sales~~ and ~~had~~a ~~no accounts receivable. The same~~ distributor customer both accounted for less than 10% of ~~sales and approximately 10% of~~ total ~~net accounts receivable~~sales, ~~while~~and ~~another distributor customer~~ accounted for approximately 1015% ~~of total sales~~ and ~~for 11~~10% of the total net accounts receivable balance, respectively. Although the distributors have been on-going major customers of the Company and the wireless carrier is a newer customer to the Company, the written agreements with these customers do not have any minimum purchase obligations and they could stop buying our products at any time and for any reason. A reduction, delay, or cancellation of orders from these customers or the loss of these customers could significantly reduce our future revenues and profits. Adverse events affecting our principal customers could also negatively affect our ability to retain their business and obtain new orders, which could adversely affect our revenue and results of operations.

Difficult conditions in the global economy may adversely affect our business and results of operations.

A prolonged economic downturn, both in the U.S. and worldwide, could lead to lower sales or reduced sales growth, reduced prices, lower gross margins, and increased bad debt risks, all of which could adversely affect our results of operations, financial condition and cash flows. Slowing economic activity, particularly in the telecommunication and data communication and wireless communications industries that represent our largest target market, may adversely impact the demand for our products. If the current economic condition in the U.S. deteriorates, our results could be adversely affected as demand for wireless products lessens. There could also be a number of other adverse follow-on effects on our business from a deterioration of economic conditions or from a credit crisis, including insolvency of certain key distributors, key suppliers, contract manufacturers and customers.

Because the markets in which we compete are highly competitive, a failure to effectively compete could result in an immediate and substantial loss of market share.

The markets in which we operate are highly competitive and we expect that competition will increase in these markets. In particular, the wireless and telecommunications markets in which most of our products are sold are intensely competitive. A failure to effectively compete in these markets could result in an immediate and substantial loss of revenues and market share. Because most of our sales are derived from products that are neither proprietary nor can be used to distinguish us from our competitors, our ability to compete successfully in these markets depends on a number of factors, including:

● product quality; ~~● reliability; ● customer support; ● time-to-market; ● price; ● market acceptance of competitors’ products; and ● general economic conditions.~~

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reliability;

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customer support;

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time-to-market;

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price;

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market acceptance of competitors’ products;

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general economic conditions.

Our revenues may suffer if we are not able to effectively satisfy our customers in each of the foregoing ways. In addition, our competitors or customers may offer enhancements to their existing products or offer new products based on new technologies, industry standards or customer requirements that have the potential to replace or provide lower cost or higher performance alternatives to our products. The introduction of enhancements or new products by our competitors could render our existing and future products obsolete or unmarketable.

Many of our competitors have significantly greater financial and other resources. In certain circumstances, our customers or potential customers have internal or may in the future institute manufacturing capabilities with which we may compete.

If the industries into which we sell our products experience recession or other cyclical effects impacting the budgets of our customers, our operating results could be negatively impacted.

The primary customers for our connector and cable products are in the wireless communications industries. Any significant downturn in our customers’ markets, in particular, or in general economic conditions which result in the reduction of budgets would likely result in a reduction in demand for our products and services and could harm our business. Historically, the communications industry has been cyclical, affected by both economic conditions and industry-specific cycles. Depressed general economic conditions and cyclical downturns in the communications industry have each had an adverse effect on sales of communications equipment, OEMs and their suppliers, including us. No assurance can be given that the wireless communications industry will not experience a material downturn in the near future. Any cyclical downturn in the communications industry could have a material adverse effect on us.

We are subject to risks from changes to the trade policies, tariffs and import and export regulations of the U.S. and foreign governments.

Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and foreign governments, could require us to change the way we conduct business and negatively affect our business performance, financial condition, results of operations, and our relationships with customers, suppliers, and employees. Likewise, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business.

For example, recently, the U.S. government imposed significant tariffs on foreign imports into the United States, including higher tariff levels on imports from China, Mexico and Canada. The U.S. continues to implement new, reinstated or adjusted tariffs, and we expect that it will continue with this practice. These actions have and are expected to continue to result in retaliatory measures on U.S. goods. The current situation is dynamic, and we cannot predict at this time whether the imposed tariffs will be maintained. If maintained, such tariffs and the potential escalation of trade disputes could pose a significant risk to our business, including an increase to the cost of our products and, to the extent we absorb the costs of tariffs and do not pass them through to our customers, higher cost of goods sold and lower gross profit and margins. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. Likewise, tariffs and import and export regulations could also limit the availability of our products, prompt consumers to seek alternative products and provide an opportunity for competitors not subject to such tariffs to establish a presence in markets where we conduct our business.

Because we sell our products to foreign customers, we are exposed to risks associated with international sales, including foreign currency exposure.

Sales to customers located outside the United States, either directly or through U.S. and foreign distributors, accounted for approximately 98% and 9% of our net sales during the years ended October 31, ~~2024~~2025 and ~~2023~~2024, respectively. International revenues are subject to a number of risks, including:

● longer accounts receivable payment cycles; ● difficulty in enforcing agreements and in collecting accounts receivable; ● tariffs and other restrictions on foreign trade; ● economic and political instability; and the ● burdens of complying with a wide variety of foreign laws.

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difficulty in enforcing agreements and in collecting accounts receivable;

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tariffs and other restrictions on foreign trade;

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economic and political instability; and the

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burdens of complying with a wide variety of foreign laws.

Our foreign sales are also affected by general economic conditions in international markets. A prolonged economic downturn in our foreign markets could have an adverse effect on our business. There can be no assurance that the factors described above will not have an adverse material effect on our future international revenues and, consequently, on our financial condition, results of operations and business.

Since sales made to foreign customers have historically been in U.S. dollars, previously we have not been exposed to the risks of foreign currency fluctuations. However, with the acquisition of Microlab, sales made to certain foreign customers were denominated in the currencies of the countries where sales are made and for the fiscal years ended October 31, ~~2024~~2025 and ~~2023~~ 2024, we recognized $3319,000 ~~in foreign currency exchange gain~~ and $~~0.1~~33,000 ~~million~~ in foreign currency exchange gain at time of collection, respectively.

The inability to hire or retain certain key professionals, management and staff could adversely affect our business, financial condition and results of operations.

Our future success depends largely upon the continued service of our executive officers and other key management and technical personnel, and on our ability to continue to identify, attract, retain and motivate them. However, other than the employment agreement we have entered into with Mr. Dawson, the Company’s Chief Executive Officer, we currently do not have any other written employment agreements with our executive officers and managers. The market for employees in our industry is extremely competitive and the cost for new employees may exceed the cost of existing employees. The loss of key management and technical personnel could have an adverse effect on our business, financial position and results of operations.

We have few patent rights in the technology employed in our products, which may limit our ability to compete.

We own patents related to the CompPro proprietary product line, the Schrofftech telecom shelter cooling products and control systems, and patents recently acquired from Microlab relating to GPS signal repeaters as well as RF broadband non directional tap couplers. We have additional filings pending for RF system monitoring and GPS systems. Other than these existing and prospective patents, we do not hold any other United States or foreign patents. Historically, we have not sought to protect our rights in the technology that we develop or that our third-party contract manufacturers develop for us by means of the patent laws, and as a result, competitors can and do sell most of the same products as us, and we have not tried to prevent or restrict such competition.

We may determine that we need to litigate or arbitrate to enforce our contract and intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights of others. As a result of any such litigation or arbitration, we could lose our ability to enforce one or more patents or other intellectual property rights. Any action we take to enforce our contract or intellectual property rights could be costly and could absorb significant management time and attention, which, in turn, could negatively impact our results of operations and cash flows. Further, even a positive resolution to our enforcement efforts may take time to conclude, which may reduce our revenues and cash resources available for other purposes, such as research and development, in the periods prior to conclusion.

Claims by other companies that we infringe their intellectual property could adversely affect our business

Companies may assert patent, copyright or other intellectual property claims against our products or products using our technologies or other technologies used in our industry, which claims could result in our involvement in litigation. We may not prevail in such litigation given, among other factors, the complex technical issues and inherent uncertainties in intellectual property litigation. If any of our products were found to infringe another company’s intellectual property, we could be subject to an injunction or be required to redesign our products, or to license such intellectual property or pay damages or other compensation to such other company (any of which could be costly). If we are unable to redesign our products, license such intellectual property used in our products or otherwise distribute our products (e.g., through a licensed supplier), we could be prohibited from making and selling our products.

Similarly, our suppliers could be found to infringe another company’s intellectual property, and such suppliers could then be enjoined from providing products or services to us.

A cyber incident could result in information theft, data corruption, operational disruption, and/or financial loss.

Businesses have become increasingly dependent on digital technologies to conduct day-to-day operations. Additionally, we may be exposed to increased cybersecurity risks as a result of remote working ~~requirements imposed on us as a result of the COVID-19 pandemic~~. At the same time, cyber incidents, including deliberate attacks or unintentional events, have increased. A cyberattack could include gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption or result in denial of service on websites. We depend on digital technology, including information systems and related infrastructure, to process and record financial and operating data, and communicate with our employees and business partners. Our technologies, systems, networks, and those of our business partners may become the target of cyberattacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of proprietary and other information, or other disruption of our business operations. Although to date we have not experienced any material losses relating to cyberattacks, there can be no assurance that we will not suffer such losses in the future. Cyberattacks are increasing in their frequency, sophistication and intensity. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any information security vulnerabilities. In addition, our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related breaches.

Risks Related to Our Common Stock

Volatility of trading prices of our stock could result in a loss on an investment in our stock.

As a company with a relatively small public float, we may experience greater stock price volatility, price run-ups, lower trading volume and less liquidity than large-capitalization companies. The market price of our common stock has varied greatly, and the trading volume of our common stock has historically fluctuated greatly as well. These fluctuations often occur independently of our performance or any of our announcements. Factors that may result in such fluctuations include:

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any shortfall in revenues or net income from revenues or net income expected by securities analysts, or a net loss in our quarterly or annual operations;

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fluctuations in our financial results or the results of other communications-related companies, including those of our direct competitors;

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general conditions in the connector and communications industries;

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changes in our revenue growth rates or the growth rates of our competitors;

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sales of large blocks of our common stock; and

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conditions in the financial markets in general.

In addition, the stock market may, from time to time, experience extreme price and volume fluctuations, which may be unrelated to the operating performance of any specific company. Accordingly, the market prices of our common stock may be expected to experience significant fluctuations in the future.

Failure to maintain an effective system of internal control over financial reporting or to remediate weaknesses could materially harm our revenues, erode stockholder confidence in our ability to pursue business and report our financial results/condition, and negatively affect the trading price of our common stock.

As a public reporting company, we are required to establish and maintain effective internal control over financial reporting. Failure to establish such internal control, or any failure of such internal control once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of our internal control over financial reporting could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. Any assessment by management that there are weaknesses in our internal control over financial reporting may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in the internal controls over financial reporting (including those weaknesses identified in periodic reports), or disclosure of management’s assessment of the internal controls over financial reporting may have an adverse impact on the price of our common stock.

As of October 31, ~~2024~~2025 and ~~2023~~2024, we determined that our internal control over financial reporting was effective. However, no assurance can be given that there will not be failures in our internal controls in future periods.

While we have in the past paid dividends, no assurance can be given that we will declare or pay cash dividends in the future.

During fiscal ~~2024~~2025, we did not make any dividend distributions to our stockholders. Dividends are declared and paid at the discretion of the Board of Directors subject to applicable laws, and depend on a number of factors, including our financial condition, results of operations, capital requirements, plans for future acquisitions, contractual restrictions, general business conditions and other factors that our Board of Directors may deem relevant. Therefore, even if our operations return to their prior level of profitability, any decision to pay dividends in the future will depend on various other factors that the Board may consider relevant. Accordingly, no assurance can be given that we will once again pay dividends in the future. If we do not pay a cash dividend, our stockholders will not realize a return on their investment in the common stock except to the extent of any appreciation in the value of the common stock.

Future sales of our common stock in the public market could cause our stock price to fall.

As a smaller capitalized company, the average trading volume of our shares of common stock is relatively small. As a result, sales of a significant number of shares, or the perception that significant sales could occur, could result in a decline in our stock price. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of October 31, ~~2024~~2025, we had 10,~~544~~713,~~431~~801 shares of common stock outstanding. In addition, we had outstanding options for the purchase of ~~874~~1,~~816~~005,693 shares of common stock, the exercise of which would increase the number of common stock outstanding. The issuance and subsequent sale of the shares underlying these stock options could depress the trading price of our common stock. As of October 31, ~~2024~~2025, we also had 1974,~~299,269~~022 shares available for future grant as stock options or restricted shares, the issuance and sale of which could also impact our stock price.

Provisions of our certificate of incorporation and bylaws and Nevada law may make a takeover more difficult.

There are provisions in our basic corporate documents and under Nevada law that could discourage, delay or prevent a change in control, even if a change in control may be regarded as beneficial to some or all of our stockholders.

We are a “smaller reporting company” and we have elected to comply with certain reduced reporting and disclosure requirements which could make our common stock less attractive to investors.

We are a “smaller reporting company,” as defined in the Regulation S-K of the Securities Act of 1933, as amended (“Regulation S-K”), which allows us to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. In addition, we are only required to provide two years of audited financial statements in our SEC reports. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until we are no longer a “smaller reporting company”. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal controls in the future.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C.

CYBERSECURITY

Risk Management and Strategy

The Company has adopted policies and implemented certain controls and procedures that allow its management to assess, identify and manage material risks from cybersecurity threats and for its Board of Directors, through its Audit Committee, to actively oversee the strategic direction, objectives, and effectiveness of the Company’s cybersecurity risk management framework.

The Company’s processes are integrated into its overall enterprise risk management program and compliments the Company’s enterprise-wide risk assessment architecture, as implemented by the Company’s management and as overseen by the Company’s Board of Directors through its Audit Committee. The Company has in the past, and may continue to do so in the future, engage third-party consultants, to review and assess the Company’s information technology and security.

The Company seeks to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security, and availability of the information that the Company collects and stores by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

To identify and assess material risks from cybersecurity threats, we follow best practices in routine network and endpoint auditing, vulnerability assessments, penetration testing, and other forms of security auditing. We continuously monitor endpoint activity and network traffic for unusual or prohibited behavior to prevent, identify, and contain malicious actions.

We have developed incident response plans by using the information gained through testing and monitoring to manage any identified vulnerabilities and further improve our cybersecurity preparedness and response infrastructure. Such plans set forth the actions to be taken in responding to and recovering from cybersecurity incidents, which include triage, assessing the severity of incidents, escalation protocols, containment of incidents, investigation of incidents, and remediation. We also regularly perform phishing tests of our employees and provide annual privacy and security training for all employees. Our security training incorporates awareness of cyber threats including but not limited to malware, ransomware, and social engineering attacks, password hygiene and incident reporting processes.

We review our cybersecurity risk framework and related policies annually with senior management to help identify areas for continued focus and improvement. We also engage third -party experts to review and assess our processes to ensure they are robust and consistent with the current security landscape. The data center where we host our critical data is SOC II complaint.

The Company has also implemented processes to identify, monitor and address material risks from cybersecurity threats associated with our use of third-party service providers, including those in our supply chain or who have access to our systems, data or facilities that house such systems or data by discussing issues to be addressed and recommending securities measures to be improved where possible.

Although in the periods reported we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity incidents, including penalties and settlements, were immaterial, we may experience such incidents in the future and the scope and impact of any such future incidents cannot be predicted. To prepare for any such event, we have a ~~full~~Full Disaster Recovery ~~plan~~Plan in place that is tested annually to ensure resilience against a myriad of threats.

Governance

Role of the Board of Directors and the Audit Committee

As part of the Board of Directors’ role in overseeing the Company’s enterprise risk management program, which includes our cybersecurity risk management framework, the Board is responsible for exercising oversight of management’s identification and management of, and planning for, material cybersecurity risks that may reasonably be expected to impact the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated oversight responsibility related to risks from cybersecurity threats to the Audit Committee. The Audit Committee is responsible for overseeing the strategic direction, objectives, and effectiveness of the Company’s cybersecurity risk management framework, taking into account the Company’s risk exposures and progress of its risk management processes. The Audit Committee is informed of the Company’s cybersecurity risk management and receives an overview of its cybersecurity program from management atas ~~least~~part ~~quarterly~~of its review, which ~~covers~~may cover topics including, among others, recent cybersecurity risk landscape and trends, data security posture, results from third-party assessments, training and vulnerability testing, our incident response plan, material cybersecurity risks, whether developing or actual, as well as the steps management has taken to respond to such risks, emerging cybersecurity regulations, technologies and best practices. Material cybersecurity risks are also discussed during separate Board meetings as part of the Board’s risk oversight generally.

Role of Management

Our Chief Financial Officer is responsible for management’s oversight of cybersecurity governance, decision-making, risk management, awareness, and compliance across the Company. Our Chief Financial Officer works to employ a cybersecurity program designed to protect the Company’s information systems from cybersecurity threats and to respond to incidents in accordance with the Company’s incident response plan and other policies and procedures.

In the event of a material cybersecurity incident or investigation, management will, in compliance with escalation protocols in place, promptly report to the Audit Committee and the Board, as appropriate, in accordance with the Company’s incident response plan, and other policies and determine the timing of action, and necessary response.

The Company places a high priority on safeguarding its data, systems, and infrastructure from cybersecurity threats. To manage this critical aspect of operations, the Company partners with a third-party IT provider that specializes in cybersecurity services. Established in 1997, this provider brings over two decades of expertise in managing and mitigating cyber risks, including network security, vulnerability assessments, and incident response planning. The provider’s comprehensive approach ensures the protection of the Company’s sensitive information and critical systems, while also adhering to industry best practices and regulatory requirements. By leveraging the expertise of its third-party IT provider, the Company is able to implement robust cybersecurity measures that support operational continuity and reduce exposure to potential security incidents.

ITEM 2.

DESCRIPTION OF PROPERTY

We currently lease 86,952 square feet of space for our corporate headquarters and RF connector and cable assembly manufacturing facilities in San Diego, California. On June 27, 2023, we entered into a Managed Client Agreement with RGN-MCA San Diego II, LLC (“IWG”) pursuant to which IWG agreed to provide managed services for flexible workspaces under the “Regus” brand for 39,979 square feet on the 1st and 2nd floor(s) of the adjacent and vacant office spaces of our corporate headquarters. We occupy 46,973 square feet of office, warehouse and manufacturing space that house our corporate administration, sales and marketing, and engineering departments. The buildings are also used for production and warehousing by our RF Connector ~~segment~~and Cable Assembly division. We also lease 38,200 square feet of office and commercial lab space in Parsippany, New Jersey, where we operate the Microlab division. Additionally, we lease spaces in three other locations in the United States that house the administration offices and manufacturing facilities for our ~~Custom~~other ~~Cabling segment~~divisions. The table below shows a summary of the square footage of these locations as of October 31, ~~2024~~2025:

Lease Location	Square Footage
Divisions	Lease Location	Square Footage
Milford, CT	13,750
Rel-Tech	Milford, CT	13,750
North Kingstown, RI	7,000
Schroff	North Kingstown, RI	7,000
Yaphank, NY	24,500
Cables Unlimited	Yaphank, NY	19,500

ITEM 3.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. AsExcept as discussed below, as of the date of this report, we are not subject to any proceeding that is not in the ordinary course of business or that is material to the financial condition of our business.

Employee Class Action

On July 24, 2024, a former employee (“Plaintiff”) filed a class action lawsuit against the Company and its subsidiary, C Enterprises, Inc., in San Diego County Superior Court. The case is before the Honorable Gregory W. Pollack, and asserts allegations of California state law violations pertaining to: (1) straight time wages; (2) overtime wages; (3) meal periods; (4) rest periods; (5) business expense reimbursement; (6) timely payment of wages at termination; (7) provision of accurate itemized wage statements; and (8) California’s unfair competition law. This action seeks damages on behalf of a putative class of non-exempt employees who worked for the Company in California at any time from July 24, 2020, through the present.

On July 23, 2024, Plaintiff provided notice of the alleged violations of law above to California’s Labor and Workforce Development Agency (“LWDA”) under the Private Attorneys General Act of 2004 (“PAGA”). On or about October 18, 2024, Plaintiff filed her First Amended Complaint (“FAC”), which amended her class complaint to include a cause of action under PAGA, whereby Plaintiff seeks penalties on behalf of the State of California and other similarly situated employees for the period of August 14, 2023, through the present.

As of January 14, 2025, no class certification deadline or trial date has been set. The parties attended private mediation on August 7, 2025. The parties thereafter reached a settlement in principle, for which the parties are in the final stages of negotiating a long-form settlement agreement.

On October 30, 2025, we executed a memorandum of understanding, pursuant to which the Company agrees to pay, on an all-in and non-reversionary basis, a total settlement amount of $855,000, which has been accrued as of October 31, 2025.

The settlement will be subject to Court approval. Once the long-form settlement agreement is fully executed, a Preliminary Approval Hearing date will be scheduled. A case management conference is currently scheduled for December 4, 2026.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information. RF Industries, Ltd.’s common stock is listed on The Nasdaq Global Market and is traded under the “RFIL” trading symbol.

Stockholders. As of October 31, ~~2024~~2025, there were ~~250~~240 holders of our common stock according to the records of our transfer agent, Continental Stock Transfer & Trust Company, New York, New York, not including holders who hold their stock in “street name.”

Issuer Purchases of Equity Securities. We did not repurchase any of our equity securities during the fourth quarter of fiscal ~~2024~~2025.

Recent Sales of Unregistered Securities. There were no previously unreported sales of equity securities by us that were not registered under the Securities Act during fiscal ~~2024~~2025.

Dividend Policy. Due to the current economic uncertainty and other financial considerations, our Board did not issue any dividend payments in fiscal year 2024. In the past our Board has approved dividend payments, but no assurance can be given if, or when the Board will resume dividend payments. The declaration and amount of any actual cash dividend are in the sole discretion of the Board and are subject to numerous factors that ordinarily affect dividend policy, including the results of our operations and financial position, as well as general economic and business conditions. Accordingly, if and when any dividends will be declared in the future will be determined by our Board based on the Company’s future operations and on the Board’s decision regarding the use of any future earnings.21

Dividend Policy. Due to the current economic uncertainty and other financial considerations, our Board did not issue any dividend payments in fiscal year 2025. In the past our Board has approved dividend payments, but no assurance can be given if, or when the Board will resume dividend payments. The declaration and amount of any actual cash dividend are in the sole discretion of the Board and are subject to numerous factors that ordinarily affect dividend policy, including the results of our operations and financial position, as well as general economic and business conditions. Accordingly, if and when any dividends will be declared in the future will be determined by our Board based on the Company’s future operations and on the Board’s decision regarding the use of any future earnings.

ITEM 6.

RESERVED

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING ESTIMATES

The consolidated financial statements and related disclosures have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these consolidated financial statements requires us to make significant accounting estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to bad debts, allowances for slow-moving or obsolete inventory and contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our statement of operations and financial position. For the fiscal year ended October 31, ~~2024~~2025 the critical accounting estimates identified are described below:

Impairment Assessments of Finite-life Intangibles and Other Long-Lived Assets

We assess property, plant and equipment and intangible assets, which are considered definite-lived assets, for impairment. Definite-lived assets are reviewed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.

We amortize our intangible assets with definite useful lives over their estimated useful lives and review these assets for impairment.

Impairment Assessment of Goodwill and Indefinite-lived Intangibles

We test our goodwill and trademarks and indefinite-lived intangible assets for impairment at least annually or more frequently if events or changes in circumstances indicate these assets may be impaired. These events or circumstances require significant judgment and could include a significant change in the business climate, legal factors, operating performance indicators, competition and sale or disposition of all or a portion of a division. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

We test goodwill for impairment at the reporting unit level. The goodwill impairment guidance in US GAAP provides entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment requires significant judgments by management about macro-economic conditions including our operating environment, industry and other market considerations, entity-specific events related to financial performance or loss of key personnel, and other events that could negatively impact the financial results and cash flows of the reporting unit. If the qualitative assessment results in a conclusion that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative impairment test is performed. The quantitative assessment compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the amount by which the carrying value exceeds the fair value is recognized as an impairment loss.

We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow ("DCF") model. The income approach requires the use of many assumptions and estimates including future revenues, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates. The discount rates used in the DCF model were based on a weighted-average cost of capital (“WACC”) determined from relevant market comparisons, adjusted for specific reporting unit risks (primarily the uncertainty of achieving forecasted operating cash flows). A terminal value growth rate was applied to the final year of the forecasted period, which reflects our estimate of stable, perpetual growth in cash flows from the reporting unit. We then calculated a present value of the respective cash flows for each reporting unit to arrive at an estimate of fair value under the income approach. Finally, we compared the total of our estimates of all reporting units fair values to our total market capitalization to assess the reasonableness of our reporting units fair value.

Key assumptions of the cash flow forecast included in the DCF model are expected revenues, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates as they are subject to a high degree of judgement and complexity. We make every effort to forecast future financial performance as accurately as possible with the information available to management at the time the forecast is developed.

There are inherent uncertainties in our cash flow forecast and it requires management to anticipate risks to the forecast such as execution of sales strategy, production execution, industry related make-buy decisions, and global market conditions. Changes in these estimates and assumptions could materially affect the future results of our tests for goodwill impairment. We continuously monitor and evaluate relevant events and circumstances that could impact our significant assumptions used in testing goodwill, including macroeconomic conditions, industry and market considerations, financial performance and expectations of forecasted financial performance and cash flows, and changes in our stock price in relation to the carrying value of its reporting units, among other relevant factors. It is possible that future changes in such circumstances, or in the inputs and assumptions used in estimating the fair value of our reporting units, could require us to perform an interim impairment assessment and record an impairment charge.

In addition to the DCF, we use also the market approach, which compares the reporting unit fair value to the fair value of publicly traded companies and recent sale transactions involving similar businesses.

As part of our goodwill impairment testing, as of October 31, 2024 and April 30, 2024, we performed a quantitative impairment test analysis for our Microlab reporting unit. In the DCF model, we utilized a discount rate that we believe represents the risks that our businesses face, considering their sizes, the current economic environment, and other industry data we believe is appropriate. The discount rates for Microlab were 17.0%, and 18.0% at October 31, 2024 and April 30, 2024, respectively. We assigned a 75% weight to the indicated fair value under the DCF model and 25% weight to the indicated fair value under the market approach in deriving a fair value of $21.6 million and $23.4 million for the Microlab reporting unit at October 31, 2024 and April 30, 2024, respectively.

These quantitative tests at October 31, 2024 and April 30, 2024 indicated that the Microlab reporting unit had an estimated fair value in excess of its carrying value of 8.9% and 8.6%, respectively, and no impairment was recorded.

As of October 31, 2024, Microlab has a carrying value of $19.8 million, which includes $5.6 million in goodwill and $10.3 million in net amortizable intangible assets.

22The Company determined that there were no events or circumstances as of October 31, 2025 that indicated that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount. Since there was no indication that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company determined that a quantitative goodwill impairment test was not necessary. Based on the qualitative assessment performed, we concluded that there were no indicators of impairment as of October 31, 2025.

Valuation Allowance on Deferred Income Taxes

We record a tax provision ~~(benefit)~~ for the anticipated tax consequences of the reported results of operations. Income taxes are accounted for under the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates as of the date of the consolidated financial statements that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.

We assess all positive and negative evidence in determining if a valuation allowance is required to be recorded against the deferred tax assets. Further, we evaluated future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified, which includes the recent trend of losses. As of October 31, ~~2024~~2025, we recorded a valuation allowance of $34.87 million against ~~its~~our federal and combined state deferred tax assets.

The change in valuation allowance was an increase of $30.8 million and $03.18 million for fiscal ~~2024~~2025 and ~~2023~~2024, respectively.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For recently issued accounting pronouncements that may affect us, see Note 1 of Notes to Consolidated Financial Statements.

OVERVIEW

During the periods covered by this Annual Report, we marketed a variety of connector products, including connectors and cables, standard and custom cable assemblies, wiring harnesses and fiber optic cable products to numerous industries for use in thousands of ~~products~~applications. We ~~aggregate~~previously aggregated our operating divisions into two reportable segments, ~~that~~the ~~have~~RF ~~similar~~Connector ~~economic characteristics~~ and ~~are~~Cable ~~similar~~Assembly in(“RF ~~the~~Connector”) ~~majority~~segment ~~of the~~and ~~following areas: (1)~~ the ~~nature~~Custom ofCabling ~~the~~Manufacturing ~~product~~ and ~~services;~~Assembly (2“Custom Cabling”) ~~the~~segment. ~~nature~~During of the ~~production~~fourth ~~process;~~quarter ~~(3)~~of ~~the~~fiscal ~~type~~2025, orwe ~~class~~completed ofchanges ~~customer~~to ~~for~~the ~~their~~structure ~~products~~of ~~and~~our ~~services;~~organization ~~(4)~~in ~~the~~connection ~~methods~~with ~~used~~broader torestructuring ~~distribute~~initiatives, ~~their~~including ~~products~~consolidation orof ~~services;~~manufacturing ~~and~~operations, ~~(5)~~headcount ~~if applicable~~reductions, and the ~~nature~~transition of ~~the~~our ~~regulatory~~sales ~~environment.~~organization ~~Our~~to ~~two~~a ~~reportable~~unified, ~~segments~~customer‑centric ~~are~~model. ~~the~~As RFa ~~Connector~~result ~~and~~of ~~Cable~~these ~~Assembly~~changes, (“our previous RF Connector”) ~~segment~~ and ~~the~~ Custom Cabling ~~Manufacturing~~operating ~~and~~segments ~~Assembly~~were ~~(“Custom~~combined ~~Cabling”)~~into ~~segment~~a –single ~~based~~reportable ~~upon this evaluation~~segment.

The RF Connector segment was comprised of three divisions while the Custom Cabling segment was comprised of three divisions. The six divisions that met the quantitative thresholds for segment reporting in the fiscal year ended October 31, 2024 were the RF Connector and Cable Assembly division, Cables Unlimited, Rel-Tech, C Enterprises, Schrofftech, and Microlab.

Revenues generated from the Custom Cabling segment were from the sale of fiber optics cable, copper cabling, custom patch cord assemblies, and wiring harnesses, which collectively accounted for 42% of the Company’s total sales, and revenues from the RF Connector segment were generated from the sales of RF connector products and cable assemblies and accounted for 58% of total sales for fiscal 2024. The RF Connector segment mostly sells standardized products regularly used by customers and, therefore, has a more stable revenue stream when compared to the Custom Cabling segment. The Custom Cabling segment mostly designs, manufactures, and sells customized cabling and wireless-related equipment under larger project-based purchase orders. Accordingly, the Custom Cabling segment is more dependent upon larger project orders, and its revenues, therefore, may be more volatile than the revenues of the RF Connector segment.

Revenues generated from our interconnect products were 31% of the Company’s total sales for fiscal 2025, revenues from our custom cabling products were 32% of the Company’s total sales for fiscal 2025, and revenues from our integrated systems were 37% of total sales for fiscal 2025. Our interconnect products are primarily standardized products regularly used by customers and, therefore, have a more stable revenue stream when compared to our other offerings. Our custom cabling products are more customized cabling and wire-related equipment under larger project-based purchase orders. The integrated systems solutions are a blend of a standardized offering where we expect a more stable revenue stream with several more customized solutions that tend to be purchased in large project-based orders.

Financial Condition

The following table presents certain key measures of financial condition as of October 31, ~~2024~~2025 and ~~2023~~2024 (in thousands, except percentages):

	2024					2023
	2025					2024
	Amount		% Total Assets			Amount		% Total Assets
Cash and cash equivalents	$	~~839~~5,079		17.20	%	$	~~4,897~~839		61.02	%
Current assets		2934,~~113~~969		4147.09	%		3629,~~040~~113		4341.80	%
Current liabilities		1820,~~090~~896		2528.56	%		1218,~~511~~090		1525.25	%
Working capital		1114,~~023~~073		1519.53	%		2311,~~529~~023		2815.65	%
Property and equipment, net		4,~~813~~229		65.8	%		4,~~924~~813		6.08	%
Total assets		7173,046		100.0	%		8271,~~278~~046		100.0	%
Stockholders' equity		3435,~~066~~204		4748.92	%		3934,~~762~~066		4847.39	%

Liquidity and Capital Resources

Historically, we have been able to fund our ~~cash~~liquidity ~~flow requirements for operations~~ and other capital requirements from funds we generated from operations. ~~However,~~We wegenerated ~~have incurred~~ operating ~~losses~~income induring fiscal ~~2024.~~2025, ~~During~~as ~~this~~we ~~period,~~saw wesales ~~have~~continue ~~implemented~~to ~~certain~~recover during the period. Further, the cost-cutting measures that were implemented to reduce our operating expenses and to help drive positive operating cash flow and increase liquidity have started to be realized. ~~Our~~These ~~plan~~cost-cutting ~~includes~~efforts included consolidating facilities and recognizing the related operating efficiencies and synergies in our production operations. We intend to continue to pursue additional continuous improvement and cost reduction measures, as well as organic growth in revenue and profitability.

As of October 31, ~~2024~~2025, we had a total of $05.81 million of cash and cash equivalents compared to a total of $40.98 million of cash and cash equivalents as of October 31, ~~2023~~2024. As of October 31, ~~2024~~2025, we had working capital of $1114.01 million and a current ratio of approximately 1.67:1 with current assets of $2935.10 million and current liabilities of $1820.19 million. ~~The $12.5 million decrease in working capital is primarily the result of the change in debt classification resulting from the EBC Revolving Loan Facility.~~ We believe that the amount of cash remaining, plus the amount available to us under the EBC Revolving Loan Facility, will be sufficient to fund our anticipated liquidity needs.

As of October 31, ~~2024~~2025, we had $1915.5 million of backlog, compared to $1619.15 million as of October 31, ~~2023~~2024. The ~~increase~~decrease in backlog relates primarily to ~~the~~shipments made against orders in our integrated systems products, where we saw an increase in ~~Direct~~sales ~~Air~~of ~~Cooling~~approximately $8.6 million year over year. Our backlog may fluctuate from period to period based on customer demand, general business conditions and, ~~small~~in ~~cell~~particular, ~~requirements~~the timing of project-based orders from large customers, which impacts our integrated systems offer. Since purchase orders are submitted from customers based on the timing of their requirements, our ability to predict orders in future periods or trends in future periods is limited. Furthermore, purchase orders may be subject to cancellation from customers, although we have not historically experienced material cancellations of purchase orders.

As of October 31, ~~2024~~2025, we generated $34.26 million of cash in our operating activities. This net inflow of cash is primarily related to annet ~~increase~~income of $0.1 million, a decrease in inventories of $41.0 million as a result of better inventory management and supply chain conditions improving allowing us to carry less inventory on hand, $2.5 million from depreciation and amortization, $0.9 million from stock-based compensation expense, $03.74 million ~~in other current assets, $0.6 million~~ from the change in ~~accounts~~accrued ~~payable~~expenses, $0.43 million from ~~right-of-use~~income ~~assets~~tax ~~and~~payable, $0.12 million from amortization of debt issuance costs., ~~The~~$50,000 ~~cash~~from ~~usage~~bad ~~was~~debt ~~primarily~~expense, ~~due to the net loss of~~ $60.61 million, from the change in ~~accounts~~other ~~receivable~~current ofassets and $~~1.8~~37,000 ~~million resulting~~ from adeferred ~~16%~~income ~~increase~~taxes. inThe ~~sales~~cash inusage Q4was ~~2024~~primarily asdue ~~compared~~ to ~~Q4 2023 and~~ the change in ~~accrued~~accounts ~~expenses~~receivable of $02.38 million., ~~The~~the ~~cash~~change ~~generated~~in byaccounts ~~other~~payable ~~current~~of ~~assets represents~~ $0.7 million, ~~which~~right-of-use ~~primarily~~assets ~~consists~~ of $0.4 million, of$54,000 ~~prepaid~~tax ~~taxes~~payments ~~and~~on ~~$0.3~~cancelled ~~million~~shares of ~~prepaid~~restricted ~~expenses. We~~stock ~~also~~and ~~recorded~~$12,000 again ~~non-cash~~on ~~item~~disposal of ~~$2.7~~fixed ~~million from deferred income taxes~~assets.

As of October 31, ~~2024~~2025, we also spent $0.72 million on capital expenditures, repaid $130.24 million inon ~~BofA~~the ~~Term~~revolving ~~Loan~~credit ~~payments~~facility with EBC, received $0.52 million ofin ~~debt~~proceeds ~~issuance~~from ~~cost,~~the exercise of stock options and ~~drew~~received $~~7.2~~12,000 ~~million~~in onproceeds ~~EBC~~from ~~Revolving~~sales ~~Loan~~of ~~Facility~~fixed assets.

Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment. In the past, we have purchased all additional equipment, or financed some of our equipment and furnishings requirements through capital leases. At this time, we have not identified any additional capital equipment purchases that would require significant additional leasing or capital expenditures during the next 12 months. We also believe that based on our current financial condition, our current backlog of unfulfilled orders, and our anticipated future operations, we would be able to finance our expansion, if necessary.

From time to time, we may undertake acquisitions of other companies or product lines in order to diversify our product and solutions offerings and customer base. Conversely, we may undertake the disposition of a division or product line due to changes in our business strategy or market conditions. Acquisitions may require the outlay of cash, which may reduce our liquidity and capital resources while dispositions may increase our cash position, liquidity and capital resources. Since our goal is to continue to expand our operations and accelerate our growth through future acquisitions, we may use some of our current capital resources to fund acquisitions we may undertake in the future.

Our goal to expand and grow our business both organically and through acquisitions may require material additional capital equipment. In the past, we have purchased all additional equipment or financed some of our equipment and furnishings requirements through capital leases. At this time, we have not identified any additional capital equipment purchases that would require significant additional leasing or capital expenditures during the next 12 months. We also believe that based on our current financial condition, our current backlog of unfulfilled orders, and our anticipated future operations, we would be able to finance our expansion, if necessary.

Results of Operations

The following summarizes the key components of our consolidated results of operations for the fiscal years ended October 31, ~~2024~~2025 and ~~2023~~2024 (in thousands, except percentages):

	2024						2023
	2025						2024
	Amount			% of Net Sales			Amount			% of Net Sales
Net sales	$	6480,~~857~~586			100.0	%	$	7264,~~168~~857			100.0	%
Cost of sales		4553,~~986~~850			7066.98	%		5245,~~631~~986			7270.9	%
Gross profit		1826,~~871~~736			2933.12	%		1918,~~537~~871			2729.1	%
Engineering expenses		2,~~782~~982			4.3.7	%		32,~~151~~782			4.43	%
Selling and general expenses		1821,~~912~~969			2927.23	%		2018,~~183~~912			2829.02	%
Operating loss		(2,823	)		-4.4	%		(3,797	)		-5.3	%
Operating income (loss)		1,785			2.2	%		(2,823	)		-4.4	%
Other loss		(980	)		-1.5	%		(453	)		-0.6	%
Other expense		(972	)		-1.2	%		(980	)		-1.5	%
Loss before provision (benefit) from income taxes		(3,803	)		-5.9	%		(4,250	)		-5.9	%
Income (loss) before provision for income taxes		813			1.0	%		(3,803	)		-5.9	%
Provision (benefit) from income taxes		2,796			4.3	%		(1,172	)		-1.6	%
Provision for income taxes		738			0.9	%		2,796			4.3	%
Consolidated net loss		(6,599	)		-10.2	%		(3,078	)		-4.3	%
Consolidated net income (loss)	$	75			0.1	%	$	(6,599	)		-10.2	%

Net sales for the year ended October 31, ~~2024~~2025 of $6480.96 million ~~decreased~~increased by 1024.12%, or $715.37 million, compared to the year ended October 31, ~~2023~~2024. The ~~decrease~~increase in net sales is attributable mainly to the RFintegrated ~~Connector~~systems ~~segment~~product offering, which ~~decreased~~increased by $8.06 million, or 1741.40%, to $3729.96 million compared to $4521.90 million in fiscal ~~2023~~2024, primarily ~~due~~driven toby ~~decreased~~an ~~sales~~increase toin ~~some~~small ofcell ~~our~~and ~~distributor~~thermal ~~customers~~cooling ~~based~~offerings onto ~~lower~~our ~~levels~~tier ofone ~~inventory~~customers. ~~kept~~The oncustom ~~hand~~cabling inproduct ~~the~~offering ~~channel,~~also ~~and~~increased ~~the~~by ~~lower~~$8.1 ~~carrier~~million, ~~capital~~or ~~expenditure~~45.0% ~~environment~~to $26.1 million, ~~leading~~primarily todriven ~~fewer~~by ~~carrier~~increased ~~DAS~~market ~~projects~~penetration ~~involving~~into ~~approved~~the RFaerospace ~~components~~industry. Net sales ~~for~~of ~~fiscal 2024 at~~ the ~~Custom~~interconnect ~~Cabling~~product ~~segment~~offering ~~increased~~decreased by $0.89 million, or 3.15%, to $2725.0 million compared to $2625.29 million ~~in fiscal 2023~~, primarily ~~due~~driven toby anlower ~~increase~~customer indemand ~~small~~for ~~cell~~fiber ~~deployment and Direct Air Cooling~~ applications.

Gross profit for fiscal ~~2024~~2025 ~~decreased~~increased by $07.68 million to $1826.97 million and gross margins increased to 2933.12% of sales from 2729.1% of sales in fiscal ~~2023~~2024. The ~~decrease~~increases in gross profit ~~was~~and gross margins were primarily driven by stronger overall revenue and a ~~result~~more offavorable ~~the~~mix ~~decrease~~from inour ~~sales,~~direct ~~while~~air ~~gross~~cooling ~~margins~~and ~~increased~~small ~~due~~cell toenclosure offerings and our diverse custom cabling product ~~mix~~offerings ~~and~~into ~~other~~the ~~cost-savings~~aerospace ~~initiatives~~and enterprise market.

Engineering expenses ~~decreased~~increased by $0.42 million to $23.80 million for fiscal ~~2024~~2025 compared to $3.2.8 million in fiscal ~~2023~~2024. The ~~decrease~~increase was ~~primarily~~ the result of ~~advances~~routine increases in ~~product~~personnel-related ~~development~~costs and ~~other~~continued ~~cost-savings~~investment ~~initiatives~~in product development. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.

Selling and general expenses ~~decreased~~increased by $1.3.1 million to $1822.90 million (2927.23% of sales) compared to $2018.29 million (2829.02% of sales) in fiscal ~~2023~~2024 primarily due to aan ~~decrease~~increase in variable compensation related to commissions ~~and~~as ~~bonuses,~~a ~~resulting~~result ~~from~~of ~~lower~~higher sales~~. We also realized cost savings from restructuring~~, ~~coupled~~bonuses ~~with~~and ~~reduced~~investment ~~general~~in ~~office~~additional ~~and IT expenses~~resources. We incurred one-time charges of $01.20 million relating to ~~consulting spend,~~ severance, and anrelated ~~inventory~~legal ~~appraisal~~expenses in fiscal ~~2024~~2025.

For fiscal ~~2024~~2025, we recorded a pretax income ~~for the Custom Cabling segment~~ of $10.18 million ~~and a pretax loss for the RF Connector segment of $3.7 million,~~ as compared to ~~$1.5~~a ~~million loss and~~ $13.58 million loss, ~~respectively,~~ for fiscal ~~2023.~~2024, ~~The pretax income at the Custom Cabling segment was~~ primarily due to ~~the~~increased ~~increase~~gross ofmargin ~~Direct~~through ~~Air~~higher ~~Cooling~~ sales and ~~margin~~product ~~along~~mix, ~~with~~increased ~~cost~~operational ~~saving~~efficiencies ~~initiatives~~and ~~realized throughout~~ the ~~year.~~continued ~~The~~impact ~~decrease~~of inour ~~the~~cost ~~pretax~~savings ~~net income at the RF Connector segment was primarily due to the decrease in sales related to carrier DAS projects involving approved RF components~~initiatives.

The provision ~~(benefit)~~ for income taxes was $20.87 million or ~~73.5~~91% and ($1.2.8 million) or (2773.5%) of income before income taxes for fiscal ~~2024~~2025 and ~~2023~~2024, respectively. The fiscal ~~2024~~2025 effective tax rate differed from the statutory federal rate of 21% primarily as a result of the tax benefit from research and development tax credits, the change in valuation allowance and state taxes.

For fiscal 2024, net loss was $6.6 million and fully diluted loss per share was $0.63 as compared to a net loss of $3.1 million and fully diluted loss per share of $0.30 for fiscal 2023. For fiscal 2024, the diluted weighted average shares outstanding was 10,481,835 as compared to 10,283,449 for fiscal 2023.

For fiscal 2025, net income was $0.1 million and fully diluted earnings per share was $0.01 as compared to a net loss of $6.6 million and fully diluted loss per share of $0.63 for fiscal 2024. For fiscal 2025, the diluted weighted average shares outstanding was 10,770,802 as compared to 10,481,835 for fiscal 2024.

Inflation and Rising Costs

The cost to manufacture the Company’s products is influenced by the cost of raw materials and labor. The Company has recently experienced higher costs as a result of the increasing cost of labor and the increasing cost of raw materials. The cost of raw materials is due in part to a shortage in the availability of certain products, the higher cost of shipping, and inflation. Labor costs have risen recently as a result of increases in the minimum wage laws and an increased demand for workers. The Company may, from time to time, try to offset these cost increases by increasing the prices of its products. However, because the prices of certain of the Company’s products, particularly those under longer-term manufacturing contracts for communications related products, are fixed until the goods are manufactured and delivered, implementing price increases frequently is often not feasible.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of ~~SEC~~ Regulation S-K.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s financial statements required by this item are set forth as a separate section of this Annual Report on Form 10-K and incorporated by reference in this Item 8. The following Financial Statements of the Company with related Notes and Report of Independent Registered Public Accounting Firm are attached hereto as pages F-1 to F-23 and filed as part of this Annual Report:

●

Report of CohnReznick LLP, Independent Registered Public Accounting Firm

● Consolidated Balance Sheets as of October 31, ~~2024~~2025 and ~~2023~~2024

● Consolidated Statements of Operations for the years ended October 31, ~~2024~~2025 and ~~2023~~2024

● Consolidated Statements of Stockholders’ Equity for the years ended October 31, ~~2024~~2025 and ~~2023~~2024

● Consolidated Statements of Cash Flows for the years ended October 31, ~~2024~~2025 and ~~2023~~2024

●

Notes to Consolidated Financial Statements

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and we necessarily are required to apply our judgment in weighing the costs and benefits of possible new or different controls and procedures. Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud have been detected. Because of the inherent limitations, we regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, and to maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of October 31, ~~2024~~2025.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our system of internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the above evaluation, management has concluded that our internal control over financial reporting was effective as of October 31, ~~2024~~2025.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the most recent fiscal quarter ended October 31, ~~2024~~2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ITEM 9B.

OTHER INFORMATION

During the quarter ended October 31, ~~2024~~2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is information regarding the Company’s directors, including information furnished by them as to their principal occupations for the last five years, and their ages as of January 2114, ~~2025~~2026. Other than Robert Dawson, our current Chief Executive Officer, all of the ~~Directors~~directors are “independent directors” as defined by the listing standards of the NASDAQ Stock Market, and the Board of Directors (the “Board”) has determined that such independent directors have no relationship with the Company that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director.

Name	Age	Director Since
Mark K. Holdsworth, Chairman	5960	2020
Sheryl Cefali	6263	2019
Robert Dawson	5152	2018
Gerald T. Garland	7475	2017
Kay L. Tidwell	4748	2022

Mark K. Holdsworth was appointed to the Board on December 31, 2020 and currently serves as the Chair of the Board. Mr. Holdsworth is the Managing Partner of The Holdsworth Group, LLC (“THG”), which he founded in 2019. THG is a capital partner, advisor, and curator of alternative investments for family offices and corporations worldwide. From 1999-2018, Mr. Holdsworth was a Co-Founder, Managing Partner and Operating Partner of Tennenbaum Capital Partners, LLC (“TCP”), a Los Angeles-based private multi-strategy investment firm that was acquired by BlackRock, Inc. in August 2018, and was a Managing Director of BlackRock until April 2019. Mr. Holdsworth is currently a director of Parsons Corporation (NYSE: PSN), where he previously held the position of Chair of the Corporate Governance and Responsibility Committee, and was a former member of the Executive Committee. Mr. Holdsworth earned a Bachelor of Arts degree from Pomona College, a Bachelor of Science degree (with Honors) from the California Institute of Technology and a Master of Business Administration degree from Harvard Business School.

~~Sheryl~~Mark ~~Cefali~~K. Holdsworth was appointed to the Board inon ~~2019~~December 31, 2020 and currently serves as the Chair of the ~~Compensation~~Board ~~Committee~~ and a ~~Committee~~ member on the Audit Committee and ~~the~~ Nominating and Corporate Governance Committee. MsMr. ~~Cefali~~Holdsworth is athe Managing ~~Director~~Partner inof ~~the~~The ~~Duff~~Holdsworth &Group, ~~Phelps~~LLC ~~Opinions~~(“THG”), ~~Practice~~which ofhe ~~Kroll,~~founded ~~LLC.~~in Ms2019. ~~Cefali~~THG ~~has~~is ~~over~~a 30capital ~~years~~partner, ofadvisor, ~~experience~~and ~~rendering~~curator ~~fairness~~of ~~and~~alternative ~~solvency~~investments ~~opinions~~for family offices and ~~determining~~corporations ~~valuations~~worldwide. ofFrom ~~companies~~1999 ~~and~~to ~~securities~~2018, Mr. ~~She~~Holdsworth iswas a ~~member~~Co-Founder, ofManaging ~~the~~Partner ~~Fairness~~ and ~~Solvency~~Operating ~~Opinion~~Partner ~~Senior~~of ~~Review~~Tennenbaum ~~Committee~~Capital atPartners, ~~Duff~~LLC, &a ~~Phelps.~~Los ~~Prior~~Angeles-based toprivate ~~joining~~multi-strategy ~~Duff~~investment &firm ~~Phelps~~that was acquired by BlackRock, Inc. in ~~1990~~August 2018, ~~she~~and was a ~~Vice~~Managing ~~President~~Director ~~with~~of ~~Houlihan~~BlackRock ~~Lokey~~until April 2019. MsMr. ~~Cefali~~Holdsworth ~~received~~is ~~her~~currently ~~M.B.A.~~a ~~with~~director aof ~~concentration~~Parsons inCorporation ~~finance~~(NYSE: ~~from~~PSN), where he previously held the ~~University~~position of ~~Southern~~Chair ~~California~~of the Corporate Governance and ~~her~~Responsibility BCommittee, and was a former member of the Executive Committee.A Mr. Holdsworth earned a Bachelor of Arts degree from ~~the~~Pomona ~~University~~College, a Bachelor of Science degree (with Honors) from the California atInstitute ~~Santa~~of ~~Barbara~~Technology and a Master of Business Administration degree from Harvard Business School.

~~Robert~~Sheryl ~~Dawson~~Cefali ~~has~~was ~~been~~appointed to the ~~Company’s~~Board ~~Chief~~in ~~Executive~~2019 ~~Officer since July 17, 2017,~~ and ~~served~~currently serves as the ~~Company’s~~Chair ~~President~~of ~~from~~the ~~July~~Compensation ~~2017~~Committee ~~until~~and ~~February~~a ~~2024.~~member ~~Effective~~on ~~July~~the ~~21,~~Audit ~~2018,~~Committee ~~Mr.~~and ~~Dawson~~the ~~was~~Nominating ~~appointed~~and toCorporate ~~the~~Governance ~~Company’s~~Committee. ~~Board~~Ms. toCefali ~~also~~is ~~serve~~a asManaging aDirector ~~director.~~in ~~Prior~~the toDuff ~~joining~~& RFPhelps ~~Industries~~Opinions onPractice ~~July~~of 17Kroll, ~~2017,~~LLC. MrMs. ~~Dawson~~Cefali ~~was~~has ~~President~~over ~~and~~30 ~~CEO~~years of ~~Vision~~experience ~~Technology~~rendering ~~Services,~~fairness anand ~~information~~solvency ~~technology~~opinions ~~consulting~~ and ~~project~~determining ~~management~~valuations ~~company~~of ~~that~~companies ~~was~~and ~~acquired by BG Staffing~~securities. HeShe ~~spent~~is ~~2007-2013 at TESSCO Technologies,~~ a ~~publicly~~member ~~traded distributor~~ of ~~wireless~~the ~~products~~Fairness and ~~services.~~Solvency AtOpinion ~~TESSCO~~Senior ~~Mr.~~Review ~~Dawson~~Committee ~~held~~at ~~multiple~~Duff ~~executive~~& ~~roles~~Phelps. inPrior ~~sales,~~to ~~marketing,~~joining ~~product~~Duff ~~management~~& ~~and~~Phelps ~~strategy~~in ~~culminating with being Vice President of Sales~~1990, ~~responsible~~she ~~for~~was ~~TESSCO’s sales organization and leading~~ a ~~team~~Vice ~~delivering~~President ~~more~~at ~~than~~Houlihan ~~$700~~Lokey. ~~million in sales~~Ms. HeCefali ~~joined~~received ~~TESSCO~~her ~~through~~M.B.A. ~~the~~with ~~2007 acquisition of NetForce Solutions,~~ a ~~technology~~concentration ~~training and consulting firm that he co-founded~~ in ~~2000~~finance ~~and~~from ~~led as~~ the ~~Chief~~University ~~Executive Officer through seven years~~ of ~~growth~~Southern ~~before~~California ~~being~~and ~~acquired~~her ~~by TESSCO~~B. MrA. ~~Dawson~~degree ~~received~~from ~~his~~the ~~Bachelor's~~University ~~degree~~of inCalifornia ~~Business~~at ~~Administration~~Santa ~~from Hillsdale College~~Barbara.

~~Gerald~~Robert T.Dawson ~~Garland~~ has been athe ~~Board~~Company’s ~~member~~Chief Executive Officer since July 17, 2017, and ~~currently~~served ~~serves~~ as ~~Chair of~~ the ~~Audit~~Company’s ~~Committee~~President ~~and~~from aJuly ~~Committee~~2017 ~~member~~until onFebruary ~~the Compensation Committee~~2024. HeEffective isJuly ~~currently the CEO and Co-Founder of Life~~21, ~~Leadership and Legacy~~2018, ~~LLC.~~ Mr. ~~Garland~~Dawson iswas ~~also~~appointed ~~currently~~to ~~Vice Chairman of~~ the ~~World~~Board ~~Trade~~to ~~Center~~also ~~Institute~~serve ~~and~~as ~~serves~~a ~~on the Executive Committee of the board~~director. ~~From~~Prior ~~2003~~to ~~until~~joining ~~2015~~RF Industries, Mr. ~~Garland~~Dawson ~~served~~was ~~as Senior Vice~~ President ~~of Solutions Development~~ and ~~Product~~Chief ~~Management~~Executive ~~and~~Officer ~~SVP~~ of ~~the~~Vision ~~Commercial~~Technology ~~Division~~Services, ~~for~~an ~~TESSCO~~information ~~Technologies,~~technology aconsulting ~~publicly~~and ~~traded~~project ~~value-added~~management ~~distributor~~company ~~and~~that ~~solutions~~was ~~provider~~acquired ~~for~~by ~~the~~BG ~~wireless industry~~Staffing. He ~~was~~spent ~~previously~~2007 ~~Director~~to of2013 ~~Business Development~~ at ~~American~~TESSCO ~~Express~~Technologies ~~Tax and Business Services from 2002 to 2003~~(“TESSCO”), ~~where~~a hepublicly ~~was~~traded ~~involved~~distributor inof anwireless ~~expanded~~products ~~asset~~and ~~recovery capability for Fortune 1000 companies~~services. ~~From~~At ~~2000 to 2001~~TESSCO, heMr. ~~was~~Dawson ~~Chief~~held ~~Financial~~multiple ~~Officer~~executive atroles ~~Mentor~~in ~~Technologies~~sales, ~~a developer of on-line~~marketing, ~~CISCO~~ ~~certification~~product ~~training~~management ~~products. Mr. Garland was Chief Financial Officer~~ and ~~Treasurer~~strategy, atculminating ~~TESSCO~~with ~~Technologies~~being ~~from~~Vice ~~1993~~President toof ~~1999~~Sales, ~~during~~responsible ~~which~~for ~~he oversaw the company~~TESSCO’s ~~initial~~sales ~~public~~organization ~~offering~~and asleading ~~well~~a asteam ~~TESSCO’s~~delivering ~~significant~~more ~~sales~~than ~~expansion.~~$700 ~~Prior~~million toin ~~joining TESSCO, Mr~~sales. ~~Garland~~He ~~held~~joined ~~leadership~~TESSCO ~~positions~~through atthe ~~Bank~~2007 acquisition of ~~America~~NetForce ~~and~~Solutions, ~~Stanley~~a ~~Black~~technology &training ~~Decker.~~and ~~Mr.~~consulting ~~Garland~~firm ~~received~~that ~~his~~he ~~M.B.A., with~~co-founded ~~a concentration~~ in ~~Finance~~2000 ~~from~~and ~~Loyola~~led ~~University~~as ~~and~~the ~~his~~Chief ~~Bachelor~~Executive ofOfficer ~~Science~~through inseven ~~Business~~years ~~Management~~of ~~and~~growth ~~Accounting~~before ~~from~~being ~~Towson~~acquired ~~University~~by TESSCO. Mr. ~~Garland~~Dawson ~~was~~received ahis ~~board~~Bachelor's ~~member~~degree ~~for~~in ~~SOZO~~Business ~~Children~~Administration from ~~2011~~Hillsdale ~~through 2020 and a Senior Adviser from 2020 to present~~College.

~~Kay~~Gerald LT. ~~Tidwell~~Garland ~~was~~has ~~appointed~~been toa ~~the~~ Board inmember ~~2022~~since 2017 and currently serves as ~~the~~ Chair of the ~~Nominating~~Audit ~~and Corporate Governance~~ Committee and a ~~Committee~~ member on the Compensation Committee. ~~Ms.~~He ~~Tidwell~~ is currently the Chief Executive ~~Vice~~Officer ~~President, General Counsel~~ and ~~Chief~~Co-Founder ~~Risk Officer~~ of ~~Hudson~~Life, ~~Pacific~~Leadership ~~Properties~~and ~~Inc.~~Legacy (“~~Hudson Pacific~~LLL”). ~~She~~LLL ~~joined~~is ~~Hudson~~a ~~Pacific~~limited inliability ~~2010~~corporation ~~and~~that isexists ~~responsible~~to ~~for~~broaden ~~the~~C-Suite ~~Company~~executive’s ~~corporate~~definition ~~legal~~of ~~function,~~success ~~overseeing~~and ~~corporate~~encourage ~~governance~~them ~~matters,~~to ~~SEC~~live a more fully integrated life of meaning and ~~NYSE~~purpose. ~~compliance,~~Mr. ~~insurance~~Garland is also currently Vice Chairman of the World Trade Center Institute and ~~litigation,~~serves ason ~~well~~the asExecutive ~~managing~~Committee ~~outside~~of ~~counsel~~the board. ~~Prior~~From to2003 ~~Hudson~~until ~~Pacific~~2015, MsMr. ~~Tidwell~~Garland served as Senior Vice President of Solutions Development and Product Management and SVP of the Commercial Division for TESSCO. He was anpreviously ~~attorney~~Director atof ~~Latham~~Business &Development ~~Watkins~~at ~~LLP~~American ~~(“Latham~~Express Tax and ~~Watkins”)~~Business Services from 2002 to 2003, where ~~she~~he ~~began~~was ~~her~~involved ~~legal~~in ~~career~~an inexpanded ~~the~~asset ~~Los~~recovery ~~Angeles~~capability ~~office~~for Fortune 1000 companies. From 2000 to 2001, ~~advising~~he onwas aChief ~~wide~~Financial ~~variety~~Officer at Mentor Technologies, a developer of ~~corporate~~on-line, CISCO certification training products. Mr. Garland was Chief Financial Officer and ~~securities~~Treasurer ~~matters~~at TESSCO from 1993 to 1999, ~~including~~during ~~Hudson~~which ~~Pacific~~he oversaw the company’s ~~IPO.~~initial ~~Ms.~~public ~~Tidwell~~offering ~~also~~as ~~worked~~well as ~~the~~TESSCO’s Usignificant sales expansion.S Prior to joining TESSCO, Mr. ~~associate~~Garland inheld ~~the~~leadership ~~German~~positions ~~offices~~at Bank of ~~Latham~~America and ~~Watkins~~Stanley Black & Decker. ~~She~~Mr. Garland received his M.B.A., with a concentration in Finance from Loyola University and his Bachelor of ~~Arts~~Science ~~degree~~ in ~~English,~~Business ~~magna~~Management ~~cum~~and ~~laude,~~Accounting from ~~Yale~~Towson ~~College~~University. Mr. Garland currently serves on the Advisory Board of Greenspring Advisors and ~~earned~~the Development Committee of First Fruits Farm, Inc. He also was a ~~Juris~~board ~~Doctor~~member ~~degree~~for SOZO Children from ~~Yale~~2011 ~~Law~~through ~~School~~2020 and a Senior Adviser from 2020 to present.

~~The~~Kay ~~Company~~L. ~~believes~~Tidwell ~~that~~was ~~Messrs~~appointed to the Board in 2022 and serves as the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. ~~Holdsworth~~Ms. Tidwell is the Executive Vice President, ~~Dawson~~General Counsel and ~~Garland~~Chief Risk Officer of Hudson Pacific Properties Inc. (“Hudson Pacific”) (NYSE: HPP). She joined Hudson Pacific in 2010 and is responsible for the Company’s corporate legal function, overseeing corporate governance matters, SEC and NYSE compliance, insurance and litigation, as well as managing outside counsel. Prior to Hudson Pacific, Ms. ~~Cefali~~Tidwell was an attorney at Latham & Watkins LLP (“Latham & Watkins”), where she began her legal career in the Los Angeles office, advising on a wide variety of corporate and securities matters, including Hudson Pacific’s IPO. Ms. Tidwell ~~have~~also worked as the ~~following~~U.S. ~~qualifications~~associate asin ~~members~~the German offices of ~~the~~Latham ~~Board~~& Watkins. She received a Bachelor of ~~Directors:~~Arts degree in English, magna cum laude, from Yale College and earned a Juris Doctor degree from Yale Law School.

~~Mark~~The K.Company ~~Holdsworth: Mr~~believes that Messrs. Holdsworth, ~~has~~Dawson ~~significant~~and ~~experience~~Garland ~~in investment banking~~ and ~~investment management~~Ms. InCefali ~~addition,~~and ~~Mr.~~Tidwell ~~Holdsworth~~have ~~has experience in serving on~~ the ~~Boards~~following ofqualifications ~~Directors of major public companies and~~ as ~~the~~members ~~Chair~~ of athe ~~Corporate Governance and Responsibility Committee.~~Board:

~~Sheryl~~Mark ~~Cefali:~~K. MsHoldsworth: Mr. ~~Cefali~~Holdsworth has ~~over~~significant ~~30 years of~~ experience ~~rendering~~in ~~fairness~~investment ~~and~~banking ~~solvency opinions~~ and ~~determining~~investment ~~valuations~~management. ofIn ~~companies~~addition, ~~and securities~~Mr. ~~Ms.~~Holdsworth ~~Cefali~~has isexperience ~~currently~~serving aon ~~Managing~~the ~~Director~~Boards atof ~~Kroll,~~Directors ~~LLC,~~of asmajor ~~well~~public companies and as athe ~~member~~Chair of ~~that~~a ~~firm’s~~Corporate ~~Fairness~~Governance and ~~Solvency~~Responsibility ~~Opinions Senior Review~~ Committee.

~~Robert~~Sheryl ~~Dawson~~Cefali: Mr Ms. ~~Dawson~~Cefali has ~~significant~~over ~~leadership~~30 ~~experience~~years inof ~~sales,~~experience ~~marketing,~~rendering ~~product~~fairness ~~management~~ and ~~strategy~~solvency ~~for~~opinions aand ~~leading~~determining ~~publicly~~valuations ~~traded distributor~~ of ~~wireless~~companies ~~products~~ and ~~services~~securities. MrMs. ~~Dawson~~Cefali ~~also~~has ~~served~~significant asexperience ~~President~~in ~~and~~mergers ~~CEO of an information technology consulting~~ and ~~project~~acquisitions ~~management company~~ and ~~was~~advising aon ~~co-founder~~strategic ~~of a successful telecom and wireless technology training and consulting firm that he led for seven years of growth until it was acquired~~matters.

Gerald T. Garland: Mr. Garland has significant leadership experience in financial management, product management, sales management, solutions development and global sourcing. Mr. Garland has significant industry experience having served as the Chief Financial Officer and Senior Vice President for a leading publicly traded distributor and solutions provider of wireless products and services for over 18 years. Mr. Garland has also held senior leadership positions with Bank of America, Stanley Black & Decker and American Express Tax and Business Services.

~~Kay~~Robert ~~L. Tidwell~~Dawson: Ms Mr. ~~Tidwell~~Dawson has significant leadership experience ~~advising~~in ~~public~~sales, ~~companies~~marketing, asproduct management and strategy for a ~~former~~leading ~~attorney~~publicly attraded ~~Latham~~distributor of wireless products and ~~Watkins~~services. InMr. ~~her~~Dawson ~~current~~also ~~role~~served as President and Chief Executive ~~Vice~~Officer ~~President,~~of ~~General~~an ~~Counsel~~information technology consulting and ~~Risk~~project ~~Officer~~management ofcompany ~~Hudson~~and ~~Pacific,~~was ~~she~~a ~~also~~co-founder ~~has~~of ~~relevant~~a ~~corporate~~successful ~~governance~~telecom ~~compliance~~and wireless technology training and ~~risk~~consulting ~~management~~firm that he led for seven years of growth until it was acquired, which further demonstrates his hands-on operating experience and leadership skills.

Gerald T. Garland: Mr. Garland has significant leadership experience in financial management, product management, sales management, solutions development and global sourcing. Mr. Garland has significant industry experience having served as the Chief Financial Officer and Senior Vice President for a leading publicly traded distributor and solutions provider of wireless products and services for over 18 years.

Kay L. Tidwell: Ms. Tidwell has experience advising public companies as a former attorney at Latham & Watkins. In her current role as Executive Vice President, General Counsel and Chief Risk Officer of Hudson Pacific, she also has relevant corporate governance compliance and risk management experience.

Management

Robert Dawson, 5152, has been the Company’s Chief Executive Officer since July 17, 2017, and served as the Company’s President from July 2017 until February 2024. Effective July 21, 2018, Mr. Dawson was appointed to the ~~Company’s~~ Board to also serve as a director. See preceding section for additional information regarding Mr. Dawson.

Peter Yin, 42, the Company’s Chief Financial Officer, was appointed as the Company’s Interim Chief Financial Officer and Corporate Secretary, effective July 11, 2020, promoted to Chief Financial Officer on January 12, 2021 and additionally appointed Treasurer on December 10, 2021. Mr. Yin, a Certified Public Accountant and a Certified Fraud Examiner, joined the Company in September 2014 and served as the Company’s Senior Vice President, Finance & Operations since November 2019. Prior to joining the Company, Mr. Yin worked at Sony Corporation of America in Corporate Audit from 2010 to 2014, and at Grant Thornton in the Assurance practice from 2006 to 2010. Mr. Yin received a Bachelor’s degree in Accountancy from the University of San Diego.

Ray Bibisi, 6061, joined the Company as Chief Revenue Officer in January 2020, was promoted to Chief Operating Officer, effective in May 2022, and was appointed as President, effective in February 2024. Prior to joining the Company, he spent over 30 years at Radio Frequency Systems, where he concurrently held the roles of Vice President of Sales and General Manager of North America, and was a member of the Global Governing Executive Committee, and concurrently also oversaw operations, finance, supply chain, and research and development.

Board of Director Meetings

During the fiscal year ended October 31, ~~2024~~2025, the Board held ~~eight~~five meetings. During the fiscal year ended October 31, ~~2024~~2025, each member of the Board attended at least 75% of the meetings of the Board and of the Board committees on which they served.

Board Age Limitation Policy

In December 2020, the Board adopted a policy that no individual shall be eligible to be nominated by the Board for election or re-election as a member of the Board if, at the time of the nomination, the individual has attained the age of 75 years.

Board Committees

During fiscal ~~2024~~2025, the Board maintained three committees: the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance Committee.

The Audit Committee meets periodically with the Company’s management and independent registered public accounting firm to, among other things, review the results of the annual audit and quarterly reviews and discuss the financial statements. The Audit Committee also hires the independent registered public accounting firm, and receives and considers the accountant’s comments as to controls, adequacy of staff and management performance and procedures. The Audit Committee is also authorized to review related party transactions for potential conflicts of interest and to conduct internal investigations into whistleblower complaints, and to oversee the Company’s cybersecurity risk, policies and procedures. The Audit Committee currently consists of Mr. Garland (Chair), Ms. Cefali, and Mr. Holdsworth. Each of the current members of the Audit Committee is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. In addition, each of the members of the Audit Committee has significant knowledge of financial matters, and Mr. Garland is an “audit committee financial expert.” The Audit Committee met ~~five~~four times during fiscal ~~2024~~2025.

The Compensation Committee currently consists of Ms. Cefali (Chair), Mr. Garland, and Ms. Tidwell, each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. The Compensation Committee is responsible for considering and recommending to the Board the compensation arrangements for senior management. As part of its other responsibilities, the Compensation Committee provides general oversight of our compensation structure and, if deemed necessary, retains and approves the terms of the retention of compensation consultants and other compensation experts. Other specific duties and responsibilities of the Compensation Committee include reviewing the performance of executive officers; reviewing and approving objectives relevant to executive officer compensation; recommending equity-based and incentive compensation plans; and recommending compensation policies and practices for service on our Board and its committees and for the Chair of our Board. The Compensation Committee works primarily with our Chief Executive Officer to gather internal data and solicit management’s recommendations regarding compensation. However, the Compensation Committee determines the compensation for each of our individual officers outside the presence of the affected officer. The Compensation Committee also advises and consults with other non-executive board members as it determines appropriate regarding compensation issues. The Compensation Committee held seven meetings during fiscal 2024.

The ~~Nominating~~Compensation Committee currently consists of Ms. Cefali (Chair), Mr. Garland, and ~~Corporate~~Ms. ~~Governance~~Tidwell, each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. The Compensation Committee is responsible for ~~developing~~considering and recommending ~~corporate governance guidelines~~ to the Board, ~~identifying~~the ~~qualified~~compensation ~~individuals~~arrangements tofor ~~become~~senior ~~directors,~~management. ~~recommending~~As ~~selected~~part ~~nominees~~of toits ~~serve~~other onresponsibilities, the ~~Board,~~Compensation Committee provides general oversight of our compensation structure and, ~~performing~~if deemed necessary, retains and ~~overseeing~~approves the ~~annual~~terms ~~evaluation~~ of the ~~Board~~retention of compensation consultants and ~~its~~other ~~committees~~compensation experts. ~~The~~Other ~~Nominating~~specific duties and ~~Corporate~~responsibilities ~~Governance~~of the Compensation Committee ~~currently~~include ~~consists~~reviewing ofthe ~~Ms.~~performance ~~Tidwell~~of ~~(Chair),~~executive ~~Mr.~~officers; ~~Holdsworth,~~reviewing and ~~Ms.~~approving ~~Cefali,~~objectives ~~each~~relevant ofto ~~whom~~executive isofficer acompensation; ~~non~~recommending equity-~~employee~~based ~~director~~ and isincentive ~~independent~~compensation asplans; ~~defined~~and ~~under~~recommending ~~the~~compensation ~~NASDAQ~~policies ~~Stock~~and ~~Market’s~~practices ~~listing~~for ~~standards.~~service ~~During~~on ~~fiscal~~our ~~2022~~Board ~~Mr.~~and ~~Fink~~its ~~served~~committees onand for the Chair of our Board. The Compensation Committee ~~until~~works heprimarily ~~resigned~~with asour aChief ~~director~~Executive asOfficer ofto ~~September~~gather 6,internal ~~2022~~data and Mssolicit management’s recommendations regarding compensation. ~~Tidwell~~However, ~~joined~~the asCompensation Committee determines the compensation for each of ~~September~~our 8,individual ~~2022~~officers outside the presence of the affected officer. The ~~Nominating~~Compensation Committee also advises and ~~Corporate~~consults ~~Governance~~with other non-executive board members as it determines appropriate regarding compensation issues. The Compensation Committee held ~~four~~six meetings during fiscal ~~2024~~2025.

The Nominating and Corporate Governance Committee is responsible for developing and recommending corporate governance guidelines to the Board, identifying qualified individuals to become directors, recommending selected nominees to serve on the Board, and performing and overseeing the annual evaluation of the Board and its committees. The Nominating and Corporate Governance Committee currently consists of Ms. Tidwell (Chair), Mr. Holdsworth, and Ms. Cefali, each of whom is a non-employee director and is independent as defined under the NASDAQ Stock Market’s listing standards. The Nominating and Corporate Governance Committee held five meetings during fiscal 2025.

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each operate pursuant to a written charter, which charters are available on our website on www.rfindustries.com.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to all of our Directors, officers and employees, including its principal executive officer and principal financial officer. The Code is posted on our website at www.rfindustries.com. We intend to disclose any amendments to the Code by posting such amendments on its website. In addition, any waivers of the Code for Directors or executive officers of the Company will be disclosed in a report on Form 8-K.

Insider Trading Arrangements and Policies

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees, as well as by the Company itself. The Company believes these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

ITEM 11.

EXECUTIVE COMPENSATION

The following table discloses the compensation awarded to, earned by, paid to or accrued to our named executive officers for services rendered to us for the years ended October 31, 2025 and 2024. Our named executive officers are Robert D. Dawson, our Chief Executive Officer, Peter Yin, our Chief Financial Officer, and ~~2023~~Ray Bibisi, our President and Chief Operating Officer.

Summary Compensation Table

																			Nonqualified		~~Nonqualified~~
															Non-Equity		~~Non-Equity~~		Deferred		~~Deferred~~
								Stock				Option	~~Option~~		Incentive Plan		~~Incentive Plan~~		Compensation		~~Compensation~~	All Other		~~All Other~~
		Salary		Severance		Bonus		Awards				Awards	~~Awards~~		Compensation		~~Compensation~~		Earnings		~~Earnings~~	Compensation		~~Compensation~~	Total		~~Total~~
Name and Principal Position	Year	($)		($)		($)		($)				($)	~~($)~~		($)		~~($)~~		($)		~~($)~~	($) (4)		~~($) (3)~~	($)		~~($)~~
Robert D. Dawson
Chief Executive Officer and Director (1)	~~2024~~2025		~~400~~452,~~000~~333		-		-		~~220~~169,~~580~~750	(5)	~~(4)~~		165,134	~~205,264~~(5)	~~(5)~~	475,600	(12)	~~15,000~~		~~(11)~~-		-	80,100		~~69,231~~	1,342,917		~~910,075~~
	2023		443,333		-		-		177,863		(6)			204,240	(6)			-		(12)		-			69,231			894,667
	2024		400,000		-		-		220,580	(6)			205,264	(7)		15,000	(13)			-			69,231			910,075
Peter Yin
Chief Financial Officer	2024		285,000		-		-		62,858		(7)			73,309	(7)			15,000		(11)		-			21,317			457,484
Chief Financial Officer (2)	2025		297,500		-		-		60,625	(8)			58,976	(8)		196,050	(12)			-			23,616			636,767
	2023		283,333		-		-		63,525		(8)			72,942	(8)			-		(12)		-			35,803			455,603
	2024		285,000		-		-		62,858	(9)			73,309	(9)		15,000	(13)			-			21,317			457,484
Ray Bibisi
President and Chief Operating Officer (2)	2024		242,500		-		-		62,858		(9)			73,309	(9)			15,000		(11)		-			28,702			422,369
President and Chief Operating Officer (3)	2025		287,500		-		-		60,625	(10)			58,976	(10)		202,050	(12)			-			28,018			637,169
	2023		218,333		-		-		30,493		(10)			35,012	(10)			-		(12)		-			24,799			308,637
	2024		242,500		-		-		62,858	(11)			73,309	(11)		15,000	(13)			-			28,702			422,369

(1) Effective November 1, 2023, Mr. Dawson’s annual salary was $445,000, of which $45,000 was issued through restricted shares on November 1, 2023 in order to conserve cash. Effective January 6, 2025, Mr. Dawson’s annual salary increased to $462,800.

(2) Effective ~~February~~January 16, ~~2024~~2025, Mr. ~~Bibisi~~Yin’s annual salary increased to $~~250~~300,000. ~~For the fiscal year ended October 31, 2024, Mr. Bibisi was paid $242,500. On February 29, 2024, Mr. Bibisi was promoted to President adding to his role as Chief Operating Officer.~~

(3) ~~Represents~~Effective ~~accrued~~February ~~vacation~~1, 2024, Mr. Bibisi’s annual salary increased to $250,000. For the fiscal year ended October 31, 2024, Mr. Bibisi was paid $242,500. On February 29, 2024, Mr. Bibisi was promoted to President, adding to his role as Chief Operating Officer. Effective January 6, 2025, Mr. Bibisi’s annual salary increased to $275,000. Effective May 1, 2025, Mr. Bibisi’s annual salary increased to $300,000.

(4) OnRepresents ~~November~~accrued ~~1, 2023, Mr~~vacation. ~~Dawson was granted 15,202 shares of restricted stock valued at $44,998 in lieu of cash. On January 11, 2024, Mr. Dawson was granted 58,333 shares of restricted stock valued at $175,582.~~

(5) On January 1113, ~~2024~~2025, Mr. Dawson was granted 43,750 shares of restricted stock valued at $169,750 and options to purchase ~~116~~87,~~667~~500 shares of common stock at an exercise price of $3.0188 (the closing price of the Company’s common stock on the date of grant) valued at $~~205~~165,~~264~~134.

(6) On ~~January~~November 111, 2023, Mr. Dawson was granted 3115,~~818~~202 shares of restricted stock valued at $~~173~~44,~~749~~998 ~~and~~in ~~options~~lieu ~~to purchase 63,636 shares~~ of ~~common~~cash. ~~stock~~On atJanuary an11, ~~exercise~~2024, ~~price~~Mr. ofDawson ~~$5.46~~was ~~(the~~granted ~~closing~~58,333 ~~price~~shares of ~~the~~restricted ~~Company’s common~~ stock ~~on the date of grant)~~ valued at $~~204~~175,~~240~~582.

(7) On January 11, 2024, Mr. ~~Yin~~Dawson was granted ~~20,883 shares of restricted stock valued at $62,858 and~~ options to purchase 41116,667 shares of common stock at an exercise price of $3.01 (the closing price of the Company’s common stock on the date of grant) valued at $73205,~~309~~264.

(8) On January 1113, ~~2023~~2025, Mr. Yin was granted 1115,~~364~~625 shares of restricted stock valued at $6260,~~055~~625 and options to purchase 2231,~~727~~250 shares of common stock at an exercise price of $53.4688 (the closing price of the Company’s common stock on the date of grant) valued at $7258,~~942~~976.

(9) On January 11, 2024, Mr. ~~Bibisi~~Yin was granted 20,883 shares of restricted stock valued at $62,858 and options to purchase 41,667 shares of common stock at an exercise price of $3.01 (the closing price of the Company’s common stock on the date of grant) valued at $73,309.

(10) On January 1113, ~~2023~~2025, Mr. Bibisi was granted 515,~~455~~625 shares of restricted stock valued at $2960,~~788~~625 and options to purchase 1031,~~909~~250 shares of common stock at an exercise price of $53.4688 (the closing price of the Company’s common stock on the date of grant) valued at $3558,~~012~~976.

(11) On ~~April~~January 1611, 2024, ~~the~~Mr. ~~Board~~Bibisi ~~adopted~~was angranted ~~incentive~~20,883 ~~compensation~~shares ~~plan for officers (including the named executive officers) and senior managers~~ of ~~the~~restricted ~~Company~~stock ~~pursuant~~valued toat ~~which~~$62,858 ~~officers~~ and ~~managers~~options ~~were entitled~~ to ~~cash~~purchase ~~bonuses~~41,667 ~~based~~shares ~~upon (i) the Company’s achievement~~ of ~~specified~~common ~~corporate~~stock ~~goals~~at ~~and~~an ~~(ii)~~exercise ~~the~~price ~~satisfaction~~ of ~~subjective personal performance and contribution goals established for that participant~~$3.01 ~~The~~(the ~~personal~~closing ~~bonus~~price ~~target for Mr. Dawson was 75% and Mr. Yin and Mr. Bibisi was 50%~~ of ~~their~~the ~~respective~~Company’s ~~annual~~common ~~base~~stock ~~salaries. The Board determined that each of these officers achieved a portion of their respective subjective personal performance and contribution goals, and therefore earned a bonus based~~ on the ~~achievement~~date of ~~these~~grant) ~~goals~~valued ~~for~~at ~~the fiscal year ended October 31~~$73, ~~2024~~309.

(12) On ~~March~~January 98, ~~2023~~2025, the Board adopted an incentive compensation plan for officers (including the named executive officers) and senior managers of the Company pursuant to which officers and managers were entitled to cash bonuses based upon (i) the Company’s achievement of specified corporate goals and (ii) the satisfaction of subjective personal performance and contribution goals established for that participant. The ~~personal~~minimum, target and maximum cash bonus target for Mr. Dawson was 0%, 75% and 112.5% and for Mr. Yin and Mr. Bibisi was 0%, 50% and 75% of their respective annual base salaries. The Board determined that each of these officers ~~did~~achieved ~~not~~at ~~achieve~~varying ~~the~~amounts ~~established~~their respective subjective personal performance and contribution goals, and therefore ~~did~~earned ~~not earn~~ a bonus ofbased on their ~~respective~~individual ~~salary~~achievement percentages of these goals for the fiscal year ended October 31, ~~2023~~2025.

(13)

On April 16, 2024, the Board adopted an incentive compensation plan for officers (including the named executive officers) and senior managers of the Company pursuant to which officers and managers were entitled to cash bonuses based upon (i) the Company’s achievement of specified corporate goals and (ii) the satisfaction of subjective personal performance and contribution goals established for that participant. The personal bonus target for Mr. Dawson was 75% and for Mr. Yin and Mr. Bibisi was 50% of their respective annual base salaries. The Board determined that each of these officers achieved a portion of their respective subjective personal performance and contribution goals, and therefore earned a bonus based on the achievement of these goals for the fiscal year ended October 31, 2024.

~~2024~~2025 Option Grants

On ~~January~~December 112, 2024, we granted ~~incentive~~a ~~stock~~total ~~options to Mr. Dawson for the purchase~~ of ~~116~~47,~~667~~500 ~~shares,~~incentive ~~Mr.~~stock ~~Yin~~options ~~for~~to ~~the~~seven ~~purchase~~managers. ofThe ~~41,667~~ shares, ~~and Mr. Bibisi for the purchase~~ of ~~41,667 shares. The~~ incentive stock options vest equally over four years as follows: (i) one-quarter of the options shall vest on ~~January~~December 112, 2025 and (ii) the remaining options shall vest in 12three equal ~~quarterly~~annual installments over the next three years. ~~All incentive stock options expire 10 years from the date of grant. No other options were granted to the named executive officers during the year ended October 31, 2024.~~

On ~~April~~January 1613, ~~2024~~2025, we granted ~~a total of 25,000~~ incentive stock options to ~~three~~Mr. ~~managers~~Dawson for the purchase of 87,500 shares, Mr. ~~The~~Yin for the purchase of 31,250 shares, Mr. Bibisi for the purchase of 31,250 shares, and to two managers for a the purchase of 15,000 shares. The incentive stock options vest over four years as follows: (i) one-quarter of the options shall vest on ~~April~~January 1613, ~~2025~~2026 and (ii) the remaining ~~and~~ options shall vest in 12 equal quarterly installments over the next three years.

All incentive stock options expire 10 years from the date of grant. No other options were granted to the named executive officers during the year ended October 31, 2025.

Holdings of Previously Awarded Equity

Equity awards held as of October 31, ~~2024~~2025 by each of our named executive officers were issued under our 2020 Equity Incentive Plan, as amended (the “2020 ~~Equity Incentive~~ Plan”) and 2010 Stock Incentive Plan (the “2010 Plan”). The following table sets forth outstanding equity awards held by our named executive officers as of October 31, ~~2024~~2025:

Outstanding Equity Awards As Of October 31, ~~2024~~2025

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	~~Number of Securities Underlying Unexercised Options (#) Unexercisable~~	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			~~Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)~~	Option Exercise Price ($)			Option Expiration Date	~~Option Exercise Price ($)~~		~~Option Expiration Date~~
Robert D. Dawson		25,000.00				-			-	1.90		7/17/2027		~~1.90~~	~~7/17/2027~~
		42,000.00				-			-	6.40		1/9/2030		~~6.40~~	~~1/9/2030~~
		39,375.00							2,625.00		(1)			4.98	1/12/2031
		42,000.00				-				4.98		1/12/2031
		50,000.00				-			-	8.69		7/16/2031		~~8.69~~	~~7/16/2031~~
		32,084.00							14,583.00		(2)			7.11	1/10/2032
		35,000.00				11,667.00	(1)			7.11		1/10/2032
		27,841.00							35,795.00		(3)			5.46	1/11/2033
		31,818.00				31,818.00	(2)			5.46		1/11/2033
		-							116,667.00		(4)			3.01	1/11/2034
		51,042.00				65,625.00	(3)			3.01		1/11/2034
Peter Yin		32,000.00							24,000.00		(5)			2.40	1/6/2030
		-				87,500.00	(4)			3.88		1/13/2035
		3,752.00							-					6.40	1/9/2030
Peter Yin		40,000.00				16,000.00	(5)			2.40		12/13/2027
		9,375.00							625.00		(1)			4.98	1/12/2031
		7,500.00				-				6.40		1/9/2030
		29,792.00							13,542.00		(2)			7.11	1/10/2032
		10,000.00				-				4.98		1/12/2031
		9,943.00							12,784.00		(3)			5.46	1/11/2033
		32,501.00				10,833.00	(1)			7.11		1/10/2032
		-							41,667.00		(4)			3.01	1/11/2034
		11,364.00				11,363.00	(2)			5.46		1/11/2033
Ray Bibisi		50,000.00							-					6.74	1/6/1930
		18,229.00				23,438.00	(3)			3.01		1/11/2034
		10,000.00							-					6.40	1/9/1930
		-				31,250.00	(4)			3.88		1/13/2035
		7,031.00							469.00		(1)			4.98	1/12/2031
Ray Bibisi		50,000.00				-				6.74		1/6/2030
		5,500.00							2,500.00		(2)			7.11	1/10/2032
		10,000.00				-				6.40		1/9/2030
		4,773.00							6,136.00		(3)			5.46	1/11/2033
		7,500.00				-				4.98		1/12/2031
		-							41,667.00		(4)			3.01	1/11/2034
		6,000.00				2,000.00	(1)			7.11		1/10/2032
		5,455.00				5,454.00	(2)			5.46		1/11/2033
		18,229.00				23,438.00	(3)			3.01		1/11/2034
		-				31,250.00	(4)			3.88		1/13/2035

(1)	Vests over four years as follows: (i) one-quarter shall vest on January 12, 2022; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 12, 2022.
(2)	Vests over four years as follows: (i) one-quarter shall vest on January 10, 2023; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 10, 2023.
(3)	Vests over four years as follows: (i) one-quarter shall vest on January 11, 2024; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 11, 2024.
(4)	Vests over four years as follows: (i) one-quarter shall vest on January 11, 2025; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 11, 2025.
(5)	Vests as to 8,000 shares annually following grant on December 13, 2017.

(1)	Vests over four years as follows: (i) one-quarter shall vest on January 10, 2023; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 10, 2023.

(2)	Vests over four years as follows: (i) one-quarter shall vest on January 11, 2024; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 11, 2024.

(3)	Vests over four years as follows: (i) one-quarter shall vest on January 11, 2025; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 11, 2025.

(4)	Vests over four years as follows: (i) one-quarter shall vest on January 13, 2026; and (ii) the remaining options shall vest in twelve equal quarterly installments over the next three years, commencing with the first quarter following January 13, 2026.

(5)	Vests as to 8,000 shares annually following grant on December 13, 2017.

During the fiscal year ended October 31, 2025, we did not adjust or amend the exercise price of stock options awarded to the named executive officers.

During the fiscal year ended October 31, 2024, we did not adjust or amend the exercise price of stock options awarded to the named executive officers.

Employment Agreements; Incentive Plan; Change of Control Arrangements

Employment Agreements

Robert Dawson. On July 16, 2021, the Company entered into an employment agreement (the “CEO Employment Agreement”) with Robert D. Dawson, pursuant to which he continues to serve as the Company’s Chief Executive Officer. The CEO Employment Agreement became effective on July 17, 2021 and replaced Mr. Dawson’s prior employment agreement that expired on July 17, 2021. The initial term of the CEO Employment Agreement ended on January 31, 2023, after which the CEO Employment Agreement automatically renews for an additional one (1) year period, unless either Mr. Dawson or the Company provides the other party with written notice of non-renewal at least ninety (90) days prior to the date of automatic renewal.

Under the CEO Employment Agreement, the Company agreed to pay Mr. Dawson an annual base salary of $425,000. Mr. Dawson will also be eligible to participate in the Company’s annual bonus plan, pursuant to which he will have the opportunity to earn a year-end bonus equal to fifty percent (50%) of his annual base salary. Under the CEO Employment Agreement, if Mr. Dawson’s employment is terminated by the Company for any reason other than for “cause”, the Company is obligated to, concurrently with such termination, pay Mr. Dawson ~~for~~ (x) an amount equal to one year’s base salary as in effect at such time, and (y) the estimated pro rata portion of his target bonus that was earned that year through the date of termination, and the vesting period of all of Mr. Dawson’s unvested stock options and all unvested time-based restricted stock grants will automatically be fully accelerated as of the termination date. The foregoing provisions will not apply if Mr. Dawson voluntarily terminates his employment with the Company or is terminated for cause. Mr. Dawson’s annual base salary for fiscal year ~~2024~~2025 was $~~445~~462,~~000, of which $45,000 was issued through restricted shares on November 1, 2023~~800.

Also, effective July 17, 2021, Mr. Dawson received a fully vested, 10ten-year immediately exercisable stock option to purchase 50,000 shares of the Company’s common stock. The exercise price of this option is $8.69, which was the closing price on the date of the CEO Employment Agreement. The CEO Employment Agreement also provided that the vesting schedule of the remaining unvested portion of an option that was granted to him in 2017 was revised. On July 17, 2017, Mr. Dawson received stock options to purchase 100,000 shares of the Company’s common stock (the “2017 Option”). The award has an exercise price of $1.90 and vests as to 10,000 shares per year on each anniversary of July 17, 2017 (with 10,000 shares having vested on July 17, 2017) while he is employed by the Company. As of July 17, 2021, 50,000 shares remained unvested under the 2017 Option. Under the revised vesting schedule, provided Mr. Dawson is still employed by the Company, 25,000 shares of those unvested options under the 2017 Option vested on July 17, 2022, and the remaining 25,000 shares ~~will~~vested ~~vest~~ on July 17, 2023.

~~Upon~~Peter aYin. Mr. ~~Change~~Yin ofwas ~~Control~~promoted ~~Transaction~~to ~~(as~~Chief ~~defined~~Financial inOfficer ~~the~~on ~~CEO~~January ~~Employment Agreement)~~12, ~~all of~~ 2021. Mr. ~~Dawson’s~~Yin ~~time-based~~is ~~stock~~currently ~~options~~employed ~~and~~on ~~shares~~an ofat-will ~~restricted~~basis ~~stock~~without ~~shall~~a ~~immediately~~written ~~vest, whether or not his~~ employment ~~is terminated~~agreement. ~~If, at the time of a Change of Control Transaction,~~ Mr. ~~Dawson~~Yin’s ~~employment~~annual isbase ~~terminated~~salary ~~by the Company~~ for ~~any~~fiscal ~~reason~~year ~~other~~2025 ~~than~~was ~~cause (as defined in the CEO Employment Agreement)~~$300, Mr000. ~~Dawson will be entitled to receive a change of control cash payment in an amount equal to 12 months of his base salary.~~

~~Peter~~Ray ~~Yin~~Bibisi. Mr. ~~Yin~~Bibisi was ~~promoted~~appointed toas Chief ~~Financial~~Operating Officer onin ~~January~~May ~~12,~~2022 ~~2021.~~and ~~Mr.~~was ~~Yin~~promoted to President in February 2024, and is currently employed on an at-will basis without a written employment agreement. Mr. ~~Yin~~Bibisi’s annual base salary for ~~the~~ fiscal year ~~2024~~2025 was $~~285~~300,000.

~~Ray~~Adoption ~~Bibisi. Mr.~~of ~~Bibisi~~Fiscal ~~was~~Year 2025 Management Incentive Equity ~~appointed to Chief Operating Officer in May 2022~~ and ~~was promoted to President in February 2024, and is currently employed on an at-will basis without written employment agreement. Mr. Bibisi’s annual base salary for fiscal year 2024 was $250,000.~~Cash Compensation Plan

~~Adoption~~On January 8, 2025, the Board adopted an annual incentive compensation plan for officers (including the Company’s named executive officers) and certain senior managers of ~~Fiscal~~the ~~Year 2024 Management Incentive Equity~~Company and ~~Cash~~ its subsidiaries for the fiscal year ended October 31, 2025 (the “2025 Compensation Plan”). Under the 2025 Compensation Plan, each participant (i) received an equity award as a long-term incentive, and (ii) is eligible to receive a cash payment after the end of the fiscal year as a short-term incentive.

OnEquity ~~April~~Awards. 16In order to provide long-term incentives to the Company’s officers and managers, ~~2024~~on January 13, 2025, the Board ~~adopted~~granted anparticipating ~~annual~~officers ~~incentive~~and ~~compensation~~managers ~~plan~~shares ~~for~~of ~~officers~~restricted ~~(including~~stock and options to purchase the Company’s ~~named~~common ~~executive~~stock ~~officers)~~pursuant ~~and~~to ~~certain~~the ~~senior~~2020 ~~managers~~Plan. ofProvided the ~~Company~~participating ~~and~~officer ~~its~~or ~~subsidiaries~~manager ~~for~~is still employed with the ~~fiscal~~Corporation ~~year~~or ~~ended~~its ~~October~~subsidiaries ~~31,~~on ~~2024~~the (following dates, the ~~“2024~~shares ~~Compensation~~of ~~Plan”).~~restricted ~~Under~~stock and the ~~2024~~options ~~Compensation~~shall ~~Plan,~~vest ~~each~~over ~~participant~~four years as follows: (i) ~~received~~one-quarter anof ~~equity~~the ~~award~~restricted asshares aand ~~long-term~~options ~~incentive~~shall vest on January 13, 2026; and (ii) isthe ~~eligible~~remaining torestricted ~~receive~~shares aand ~~cash~~options ~~payment~~shall ~~after~~vest in 12 equal quarterly installments over the ~~end~~next ofthree years, commencing with the ~~fiscal~~first ~~year~~quarter asfollowing January 13, 2026. The options have a ~~short~~ten-year term ~~incentive~~and an exercise price of $3.88 per share (which was the closing price of the Company’s common stock on the date of grant).

Equity Awards. In order to provide long-term incentives to the Company’s officers and managers, on January 11, 2024, the Board granted participating officers and managers shares of restricted stock and options to purchase the Company’s common stock pursuant to the Company’s 2020 Equity Incentive Plan. Provided the participating officer or manager is still employed with the Corporation or its subsidiaries on the following dates, the shares of restricted stock and the options shall vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on January 11, 2025; and (ii) the remaining restricted shares and options shall vest in 12 equal quarterly installments over the next three years, commencing with the first quarter following January 11, 2025. The options have a 10-year term and an exercise price of $3.01 per share (which was the closing price of the Company’s common stock on the date of grant).

Mr. Dawson, the Company’s Chief Executive Officer, was granted 5843,~~333~~750 shares of restricted stock and options to purchase ~~116~~87,~~667~~500 shares of common stock at an exercise price of $3.0188 per share (the closing price of the Company’s common stock on the date of grant); Mr. Yin, the Company’s Chief Financial Officer, was granted 2015,~~833~~625 shares of restricted stock and options to purchase 4131,~~667~~250 shares of common stock at an exercise price of $3.0188 per share; and Mr. Bibisi, the Company’s President and Chief Operating Officer, was granted 2015,~~833~~625 shares of restricted stock and options to purchase 4131,~~667~~250 shares of common stock at an exercise price of $3.0188 per share.

Cash Incentives. Under the ~~2024~~2025 Compensation Plan, cash incentive bonuses, if any, will be paid to certain officers and senior managers based upon (i) the Company’s achievement of specified financial goals and (ii) the Board’s discretionary review of each participant’s performance during fiscal ~~2024~~2025. The subjective performance of each officer will be evaluated and determined by the Compensation Committee, in its sole discretion, after consultation with the Company’s Chief Executive Officer, other than with respect to the performance of the Chief Executive Officer.

The minimum, target and maximum cash bonus payable to the Chief Executive Officer is, respectively, 0%, 75% and 112.5% of his annual base salary, depending on achievement of the specified goals. For the other participants, the minimum bonus is 0%, the target bonuses range from 15% to 50% of base pay, and the maximum cash bonus payable ranges from to 22.5% to 75% of the recipient’s fiscal ~~2024~~2025 annual base salary.

For the Chief Executive Officer and other employees, bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal ~~2024~~2025 revenues (weighted 30%), (ii) fiscal ~~2024~~2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 50%), (iii) adjusted EBITDA, less interest expense on a per share basis (weighted 10%), and (iv) a subjective evaluation of each individual’s performance (weighted 10%).

For the Chief Financial Officer, President and Chief Operating Officer, bonuses will be weighted and based on (i) the Company’s achievement of certain fiscal ~~2024~~2025 revenues (weighted 20%), (ii) fiscal ~~2024~~ 2025 adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) (weighted 50%), (iii) adjusted EBITDA, less interest expense on a per share basis (weighted 10%), and (iv) a subjective evaluation of each individual’s performance (weighted 20%).

The calculation of adjusted EBITDA will exclude the impact of one-time charges related to any business acquisitions or dispositions effected during the year, severance payments, moving costs, the impact of the Federal Paycheck Protection Program loans the Company has received, earn-out payments or reversals, other non-recurring items, executive bonus payments and equity compensation expenses accrued to management. The Board and the Compensation Committee reserve the right to modify these goals, criteria and target percentage at any time, and to grant bonuses to the participants even if the performance goals are not met. In addition, the Board and Compensation Committee may modify the bonus plan targets to reflect significant changes in Company’s business, including changes due to acquisitions or dispositions of businesses or product lines. The ~~2024~~2025 bonuses will be paid within 75 days after the end to the fiscal year to participating officers and managers who are employed with the Company or its subsidiaries on the date of payment.

Change of Control Arrangements

AsEach ~~described~~of Mr. Dawson, Mr. Yin and Mr. Bibisi have entered into the RF Industries, Ltd. Executive Change in ~~“Employment~~Control ~~Agreements;~~and ~~Incentive~~Severance Benefit Plan;, effective January 12, 2026 (the “Change ofin Control ~~Arrangements--Employment~~Plan”). ~~Agreements--Robert~~Pursuant ~~Dawson~~to the Change in Control Plan,” ~~above~~if either within 30 days before or 12 months after a Change in Control (the “Change in Control Period”), Mr. Dawson’s employment is terminated by the Company without Cause (other than as a result of death or Disability) or Mr. Dawson resigns for Good Reason (in each case as defined in the Change in Control Plan), Mr. Dawson will be entitled to receive the following severance benefits: (a) a cash ~~payment~~severance ~~and~~benefit ~~the~~payment ~~acceleration~~consisting of ~~the~~(i) ~~vesting~~an ofamount ~~certain~~equal to 18 months of his ~~options~~base ~~upon~~salary, a(ii) ~~Change~~150% of ~~Control~~his ~~Transaction~~annual target cash bonus, and (asiii) ~~defined~~any inearned ~~his~~but ~~current~~unpaid ~~employment~~annual ~~agreement~~bonus for a performance period completed prior to the termination date; and (b) COBRA premiums for continued coverage under the Company’s group health plans for up to 18 months.

~~The~~Pursuant ~~outstanding~~to ~~stock~~the ~~options~~Change ~~currently~~in ~~owned~~Control byPlan, if during the ~~Company~~Change in Control Period, Mr. Yin’s ~~principal~~or ~~officers~~Mr. ~~(including~~Bibisi’s, ~~Messrs.~~as ~~Dawson~~applicable, ~~Yin~~employment ~~and~~is ~~Bibisi)~~terminated ~~and~~by ~~division~~the ~~managers~~Company ~~provide~~without ~~that,~~Cause ~~immediately~~(other ~~prior~~than toas a ~~change~~result of ~~control~~death ~~(as~~or ~~defined~~Disability) or Mr. Yin or Mr. Bibisi, ~~all~~as ~~unvested~~applicable, ~~stock~~resigns ~~options~~for ~~will~~Good ~~become~~Reason, ~~fully~~Mr. ~~vested~~Yin ~~and~~or ~~exercisable~~Mr. InBibisi, ~~addition~~as applicable, will be entitled to receive the ~~shares~~following severance benefits: (a) a cash severance benefit payment consisting of ~~restricted~~(i) ~~stock~~an ~~granted~~amount equal to ~~each~~12 months of ~~the~~his ~~non-executive~~base ~~directors~~salary, ~~for~~(ii) 100% of his~~/her~~ ~~services~~annual totarget cash bonus, beand ~~rendered~~(iii) ~~during~~any earned but unpaid annual bonus for a performance period completed prior to the ~~current~~termination ~~year,~~date; ~~shall~~and ~~also~~(b) ~~become~~COBRA ~~fully~~premiums ~~vested~~for ~~upon~~continued acoverage ~~change~~under ofthe ~~control~~Company’s ~~event~~group health plans for up to 12 months.

The Company has no other change of control payment agreements that are currently in effect.

Compensation of Directors

Under the compensation policies adopted by the Compensation Committee, directors who also are officers and/or employees of the Company do not receive any compensation for serving on the Board. On September 6, 2023, the Board determined that the compensation payable to directors as Board fees for the next year ending with the 2024 annual meeting of stockholders will be $90,000 ($40,000 in cash and $50,000 in restricted stock). On October 30, 2023, in an effort to conserve cash of the Company, the Board approved the reallocation of $20,000 in cash compensation to instead be reallocated to restricted stock thereby providing for $20,000 in annual cash compensation and $70,000 in restricted stock ("Director Compensation Reallocation”). In addition, effective September 6, 2023, the Board determined that additional chair fees and committee member fees would be paid in cash as follows:

	Chair		Member
Board	$	15,000*
Audit Committee	$	8,000	$	5,000
Compensation Committee	$	6,000	$	5,000
Nominating and Corporate Governance Committee	$	4,000	$	4,000

*The Chairperson of the Board agreed to reduce his chair fee from $25,000 to $15,000 in fiscal year 2024 to help the Company conserve cash. On September 5, 2024, the Board agreed to reinstate the Chairperson’s chair fee back to $25,000.

~~Based~~Outstanding onstock ~~the~~options ~~reallocation~~issued ofpursuant ~~cash compensation~~ to ~~equity~~the ~~compensation,~~2020 ~~the~~Plan ~~Company~~provide ~~made~~that ~~two~~all ~~restricted~~unvested stock ~~grants~~options towill ~~the~~vest ~~directors~~in asfull ~~part~~and ofbecome ~~their~~exercisable ~~Board~~immediately ~~equity~~prior ~~fees.~~to Ona ~~September~~Corporate 6,Transaction ~~2023, Mr. Holdsworth, Ms. Cefali, Mr. Cohenour~~ (~~who~~as ~~resigned~~defined ~~from~~in the ~~Board~~2020 ~~and all committees of the Board effective October 31, 2023~~Plan), ~~Mr. Garland~~if, ~~and~~but ~~Ms.~~only ~~Tidwell were each granted 13~~if,~~333~~ ~~shares~~the ofholder’s ~~restricted~~continuous ~~stock~~service ~~(“Initial~~has ~~Director~~not ~~Grant”),~~terminated ~~which~~prior ~~was~~to ~~determined by dividing~~ the ~~$50,000~~consummation ~~fee by the closing price~~ of the ~~Company’s~~Corporate ~~common~~Transaction; ~~stock~~provided, onhowever, ~~the~~that ~~date~~such ofoption ~~grant~~will ~~($3.75).~~terminate ~~The~~and ~~restricted~~no ~~stock~~longer ~~fees~~be ~~for~~exercisable ~~the~~if ~~Initial Director Grant vest on~~ the ~~earlier~~option ofis ~~(i)~~not ~~one~~exercised ~~year~~at ~~from the date of grant,~~ or ~~(ii)~~prior to the ~~Company’s~~effective ~~next~~time ~~annual meeting~~ of ~~stockholders.~~the OnCorporate ~~November 1, 2023, Mr~~Transaction. ~~Holdsworth,~~In ~~Ms. Cefali~~addition, ~~Mr. Garland, and Ms. Tidwell were each granted 6,756~~ shares of restricted stock ~~(“Second~~granted ~~Director~~pursuant ~~Grant”),~~to ~~which was determined by dividing~~ the ~~amount~~2020 ~~of the reallocated $20~~Plan,~~000~~ ~~fee~~will byalso ~~the~~vest ~~closing~~in ~~price~~full ofimmediately ~~the~~prior ~~Company’s~~to ~~common stock on~~ the ~~date~~consummation of ~~grant~~a ~~($2.96).~~Corporate ~~The~~Transaction ~~restricted~~if, ~~stock~~but ~~fees~~only ~~for~~if, the ~~Second~~holder’s ~~Director~~continuous ~~Grant~~service ~~vest~~has innot ~~four~~terminated ~~equal~~prior ~~installments~~to ~~beginning~~the onconsummation ~~January~~of ~~31,~~the ~~2024~~Corporate ~~and quarterly thereafter until fully vested~~Transaction.

~~DIRECTOR~~Further, ~~COMPENSATION~~outstanding ~~FOR~~stock ~~2024~~options issued pursuant to the 2010 Plan provide that, immediately prior to a Corporate Transaction (as defined in the 2010 Plan), all unvested stock options will vest in full and become exercisable, if the options have not expired by the terms of the governing option agreement prior to the consummation of the Corporate Transaction and the holder’s service has not terminated prior to the consummation of the Corporate Transaction; provided, however, that the option will terminate and no longer be exercisable if the option is not exercised at or prior to the effective time of the Corporate Transaction.

	Fees
	Earned or
	Paid in		Stock		Option		All Other
Name	Cash		Awards (1)		Awards		Compensation		Total
Sheryl Cefali	$	40,000	$	70,000	$	-	$	-	$	110,000
Gerald T. Garland	$	38,000	$	70,000	$	-	$	-	$	108,000
Mark K. Holdsworth	$	44,000	$	70,000	$	-	$	-	$	114,000
Kay L. Tidwell	$	33,000	$	70,000	$	-	$	-	$	103,000

Compensation of Directors

~~(1)~~Under Onthe ~~September~~compensation 6,policies ~~2023,~~adopted ~~Mr.~~by ~~Holdsworth,~~the ~~Ms.~~Compensation ~~Cefali~~Committee, ~~Mr.~~directors ~~Garland,~~who ~~and~~also ~~Ms.~~are ~~Tidwell~~officers ~~were~~and/or ~~each~~employees ~~granted 13,333 shares~~ of ~~restricted~~the ~~stock~~Company ~~(“Initial~~do ~~Director~~not ~~Grant”),~~receive ~~which~~any ~~was~~compensation ~~determined~~for byserving ~~dividing~~on the ~~$50,000~~Board. ~~fee~~On bySeptember ~~the~~5, ~~closing~~2024, ~~price of~~ the ~~Company’s~~Board ~~common~~determined ~~stock~~that on the ~~date~~compensation ofpayable ~~grant~~to ~~($3.75).~~directors ~~The~~as ~~restricted~~Board ~~stock~~ fees for the ~~Initial~~next ~~Director Grant vest on the earlier of (i) one~~ year ~~from~~ending ~~the~~with ~~date of grant, or (ii)~~ the ~~Company’s~~2025 ~~next~~ annual meeting of stockholders. Onwould ~~November~~be 1$90,000 ~~2023~~($40,000 ~~Mr.~~in ~~Holdsworth,~~cash ~~Ms. Cefali, Mr. Garland,~~ and ~~Ms. Tidwell were each granted 6~~$50,~~756~~000 ~~shares~~in of restricted stock). ~~(“Second~~In ~~Director Grant”)~~addition, ~~which~~effective ~~was~~September ~~determined~~5, ~~by dividing the amount of the reallocated $20~~2024,~~000~~ ~~fee by~~ the ~~closing~~Board ~~price~~determined ofthat ~~the~~additional ~~Company’s~~chair ~~common~~fees ~~stock~~and oncommittee ~~the~~member ~~date of grant ($2.96). The restricted stock~~ fees ~~for~~would ~~the~~be ~~Second~~paid ~~Director Grant vest~~ in ~~four~~cash ~~equal~~as ~~installments beginning on January 31, 2024 and quarterly thereafter until fully vested.~~follows:

On September 5, 2024, the Board determined that the compensation payable to directors as Board fees for the next year ending with the 2025 annual meeting of stockholders will be $90,000 ($40,000 in cash and $50,000 in restricted stock). In addition, effective September 5, 2024, the Board determined that additional chair fees and committee member fees would be paid in cash as follows:

	Chair		Member
Board	$	25,000
Audit Committee	$	8,000	$	5,000
Compensation Committee	$	6,000	$	5,000
Nominating and Corporate Governance Committee	$	4,000	$	4,000

	Chair		Member
Board	$	25,000*
Audit Committee	$	8,000	$	5,000
Compensation Committee	$	6,000	$	5,000
Nominating and Corporate Governance Committee	$	4,000	$	4,000

The restricted stock fee vests on the earlier of (i) one year from the date of grant, or (ii) the Company’s next annual meeting of stockholders. The number of restricted shares granted to each director was 13,476, determined by dividing the amount of the fee by the closing price of the Company’s common stock from the date of grant ($3.71). Accordingly, on September 5, 2024, Mr. Holdsworth, Ms. Cefali, Mr. Garland, and Ms. Tidwell were each granted 13,476 shares of restricted stock. The cash fee vests in four equal quarterly installments, paid in arrears commencing November 1, 2024.

*TheDIRECTOR ~~Board~~COMPENSATION ~~reinstated~~FOR ~~the chair fee for the Chairperson of the Board from $15,000 back to $25,000.~~2025

The restricted stock fees vest on the earlier of (i) one year from the date of grant, or (ii) the Company’s next annual meeting of stockholders. The number of restricted shares granted to each director was 13,476 determined by dividing the amount of the fee by the closing price of the Company’s common stock from the date of grant ($3.71). Accordingly, on September 5, 2024, Mr. Holdsworth, Ms. Cefali, Mr. Garland, and Ms. Tidwell were each granted 13,476 shares of restricted stock. The cash fees vest in four equal quarterly installments paid in arrears commencing November 1, 2024.

	Fees
	Earned or
	Paid in		Stock		Option		All Other
Name	Cash		Awards		Awards		Compensation		Total

Sheryl Cefali	$	60,000	$	50,000	$	-	$	-	$	110,000
Gerald T. Garland	$	58,000	$	50,000	$	-	$	-	$	108,000
Mark K. Holdsworth	$	74,000	$	50,000	$	-	$	-	$	124,000
Kay L. Tidwell	$	53,000	$	50,000	$	-	$	-	$	103,000

On September 10, 2025, the Board determined that the compensation payable to directors as Board fees for the next year ending with the 2026 annual meeting of stockholders will be $125,000 ($45,000 in cash and $80,000 in restricted stock). In addition, effective September 10, 2025, the Board determined that additional chair fees and committee member fees would be paid in cash as follows:

	Chair		Member
Board	$	35,000
Audit Committee	$	12,000	$	7,500
Compensation Committee	$	10,000	$	5,000
Nominating and Corporate Governance Committee	$	7,500	$	5,000

The restricted stock fees vest on the earlier of (i) one year from the date of grant, or (ii) the Company’s next annual meeting of stockholders. The number of restricted shares granted to each director was 10,416 determined by dividing the amount of the fee by the closing price of the Company’s common stock from the date of grant ($7.68). Accordingly, on September 10, 2025, Mr. Holdsworth, Ms. Cefali, Mr. Garland, and Ms. Tidwell were each granted 10,416 shares of restricted stock. The cash fees vest in four equal quarterly installments paid in arrears commencing November 1, 2025.

Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We have do not ~~grant~~timed ~~equity awards in anticipation of~~ the ~~release~~disclosure of material nonpublic information ~~that~~based ison ~~likely~~equity toaward ~~result~~grant indates ~~changes~~or tootherwise for the ~~price~~purpose of ~~our~~affecting ~~common stock, and do not time~~ the ~~public~~value ~~release~~ of ~~such~~executive ~~information based on award grant dates~~compensation. ~~During~~We ~~the~~have ~~last~~historically ~~completed~~granted ~~fiscal~~annual ~~year,~~equity ~~we have not made~~ awards to ~~any~~our named executive ~~officer~~officers ~~during~~on ~~the period beginning four business days before and ending one business day after the filing of~~ a ~~period~~predetermined ~~report~~schedule onthat ~~Form~~coincides ~~10-Q~~with ~~or Form 10-K or~~ the ~~filing~~first orregularly ~~furnishing~~scheduled ofBoard ~~a current report on Form 8-K,~~ and weCompensation ~~have~~Committee ~~not~~meeting ~~timed~~that ~~the~~is ~~disclosure~~held ~~of material~~in ~~nonpublic~~January ~~information for~~each ~~the~~calendar ~~purpose of affecting the value of executive compensation~~year.

On January 13, 2025, we granted incentive stock options to our named executive officers as part of our first regularly scheduled 2025 Board and Compensation Committee meetings. On January 16, 2025, we filed a Current Report on Form 8-K announcing our fourth quarter and fiscal year 2024 financial results. Accordingly, the January 13, 2025 grants occurred during a period beginning four business days before the filing of a Current Report on Form 8-K and ending one business day after such filing.

The table below provides the information required by Item 402(x) of Regulation S-K. The options were granted with an exercise price equal to the closing market price of our common stock on the date of grant. The stock options vest over four years as follows: (i) one-quarter of the options shall vest on January 13, 2026, and (ii) the remaining options shall vest in 12 equal quarterly installments over the next three years, subject to continued services.

Name	Grant Date	Number of shares of common stock underlying the award		Exercise price of the award ($/Sh)		Grant date fair value of the award		Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information
Robert D. Dawson	January 13, 2025		87,500	$	3.88	$	165,134		0.95
Peter Yin	January 13, 2025		31,250	$	3.88	$	58,976		0.95
Ray Bibisi	January 13, 2025		31,250	$	3.88	$	58,976		0.95

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the Company’s Common Stock as of January 2114, ~~2025~~2026 for: (i) each director; (ii) the Company’s named executive officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more than 5% of the Common Stock. As of January 2114, ~~2025~~2026, there were 10,~~544~~713,~~431~~801 shares of Common Stock issued and outstanding. Except to the extent indicated in the footnotes to the following table, the person or entity listed has sole voting and dispositive power with respect to the shares that are deemed beneficially owned by the person or entity, subject to community property laws, where applicable. Unless otherwise indicated, the address for each listed beneficial owner is c/o RF Industries, Ltd., 16868 Via Del Campo Court, Suite 200, San Diego, CA 92127.

	Number of Shares			~~Percentage~~	Percentage
Name and Address of Beneficial Owner	Beneficially Owned (1)			~~Beneficially Owned~~	Beneficially Owned
Mark K. Holdsworth	~~862,259~~	~~(2)~~887,665	(2)	~~8.2%~~		8.3	%
Robert D. Dawson	~~520,419~~	~~(3)~~578,632	(3)	~~4.8%~~		5.3	%
Peter Yin	~~232,726~~	~~(4)~~245,834	(4)	~~2.2%~~		2.3	%
Gerald T. Garland	134,044			1.3%
Ray Bibisi		149,100	(5)			1.4	%
Ray Bibisi	127,339	(5)		1.2%
Gerald T. Garland		144,460				1.3	%
Sheryl Cefali	~~72,753~~	83,169		*		*
Kay L. Tidwell	~~41,050~~	51,466		*		*
All Directors and Officers as a Group (7 Persons)	~~1,990,590~~	~~(6)~~2,140,326	(6)	~~18.1%~~		19.1	%
Greater than 5% stockholders
Punch & Associates Investment Management, Inc.
7701 France Ave. So., Suite 300
Edina, MN 55435	~~994,266~~	~~(7)~~810,859	(7)	~~9.4%~~		7.6	%
Hytek International, Ltd
9642 Penshurst Trace
Charlotte, North Carolina 28210	~~751,000~~	~~(8)~~720,759	(8)	~~7.1%~~		6.7	%
Affiliates of THG Securities Fund, L.P. 140 S. Lake Ave., Suite 304 Pasadena, CA 91101	821,389	(2)		7.8%
Affiliates of THG Securities Fund, L.P.
140 S. Lake Ave., Suite 304
Pasadena, CA 91101		900,215	(2)			8.4	%

* Less than 1%

(1) Shares of common stock that could be acquired by a beneficial owner upon exercise of an option within 60 days from January 2114, ~~2025~~2026 are considered outstanding for the purpose of computing the percentage of shares beneficially owned by such owner, but are not considered to be outstanding for any other purpose.

3637

(2)

Mr. Holdsworth is the founder of The Holdsworth Group, LLC, which is a managing member of THG Securities Advisors, LLC (the “Manager”), the general partner and the investment manager of THG Securities Fund, L.P. (the “Fund”). Mr. Levenick is a member of the Manager, the general partner and the investment manager of the Fund. In such capacity, each of Messrs. Holdsworth and Levenick exercise voting and investment power over all of the shares held by the Fund and may be deemed to be a beneficial owner of all of these shares. The amount of beneficial shares owned in the table reflect the following:

(# of Shares)

Mark K. Holdsworth

~~Zachary Levenick~~

Zachary Levenick

~~THG Securities Fund, L.P.~~

THG Securities Fund, L.P.

Sole voting power

~~78,662~~

78,662

~~12,550~~

12,550

Shared voting power

~~629,352~~

629,352

~~629,352~~

629,352

~~629,352~~

629,352

Sole investment power

~~78,662~~

78,662

~~12,550~~

12,550

Shared investment power

~~629,352~~

629,352

~~629,352~~

629,352

~~629,352~~

629,352

Information based solely on SEC Filing (Filing Date)

SC 13D/A ~~(04/24/2023)~~

~~SC 13D/A (04/24/2023)~~

SC 13D/A

~~SC 13D/A (04/24/2023)~~

SC 13D/A

(04/24/2023)

	(3)	Includes ~~254~~276,~~985~~860 shares that Mr. Dawson has the right to acquire upon exercise of options.
	(4)	Includes 127,~~782~~594 shares that Mr. Yin has the right to acquire upon exercise of options.
	(5)	Includes 8997,~~371~~183 shares that Mr. Bibisi has the right to acquire upon exercise of options.
	(6)	Includes ~~472~~501,~~138~~637 shares that the directors and officers have the right to acquire upon exercise of options.
	(7)	Based on a Schedule 13G/A filed with the SEC by Punch & Associates Investment Management, Inc. on ~~February~~August 14, ~~2024~~2025.
	(8)	Based on the list of record holders maintained by the Company’s transfer agent and representation from Hytek International Ltd.’s representatives.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of October 31, ~~2024~~2025 with respect to the shares of Company common stock that may be issued under the Company’s existing equity compensation plans:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options

Weighted Average Exercise Price of Outstanding Options ($)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)

Equity compensation plans approved by security holders

~~874~~1,~~816~~005,693

54.1081

1974,~~299,269~~022

Equity compensation plans not approved by security holders

Total

~~874~~1,~~816~~005,693

54.1081

1974,~~299,269~~022

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

None.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following is a summary of the fees billed to the Company by CohnReznick LLP, the Company’s independent registered public accounting firm, for professional services rendered related to the fiscal years ended October 31, ~~2024~~2025 and ~~2023~~2024:

Fee Category	~~2024~~2025		~~2023~~2024
Audit Fees	$	~~325~~361,~~405~~925	$	~~390~~325,~~918~~405
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	~~325~~361,~~405~~925	$	~~390~~325,~~918~~405

Audit Fees. Consists of fees billed for professional services rendered for the audit of the Company’s annual financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by CohnReznick LLP in connection with statutory and regulatory filings or engagements.

37Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit and review of the Company’s financial statements and are not reported under “Audit Fees.” We did not incur such audit-related fees from CohnReznick LLP during fiscal years 2025 and 2024.

Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit and review of the Company’s financial statements and are not reported under “Audit Fees.” We did not incur such audit-related fees from CohnReznick LLP during fiscal 2024 and 2023.

Tax Fees. Includes fees associated with tax compliance at international locations, domestic and international tax advice and planning and assistance with tax audits and appeals.

All Other Fees. Includes the aggregate fees recognized for professional services ~~provide~~provided by CohnReznick LLP, other than those services described above, including services related to other permissible advisory services.

Pre-Approval Policies and Procedures

The Audit Committee is required to review and approve the proposed retention of independent auditors to perform any proposed auditing and non-auditing services as outlined in its charter. The Audit Committee has not established policies and procedures separate from its charter concerning the pre-approval of auditing and non-auditing related services. As required by Section 10A of the Exchange Act, our Audit Committee has authorized all auditing and non-auditing services provided by CohnReznick LLP during fiscal ~~2024~~2025 and fiscal ~~2023~~2024 and the fees paid for such services.

ITEM 15.

EXHIBITS

The Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report on Form 10-K beginning on page F-1. The following exhibits are filed as part of this Annual Report:

3.1	Amended and Restated Articles of Incorporation (previously filed as an exhibit to the Company’s Form 8-K, dated August 31, 2012, which exhibit is incorporated herein by reference)

3.2	Amended and Restated Bylaws (previously filed as an exhibit to the Company’s Form 10-Q, for the quarterly period ended April 30, 2023, which exhibit is incorporated herein by reference)

4.1	Description of Registrant’s Securities (as previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2022, which exhibit is incorporated herein by reference)

10.1 Single Tenant Commercial Lease, dated June 15, 2011, between K&K and RF Industries, Ltd. regarding the Company’s lease in Yaphank, New York (previously filed as an exhibit to the Company’s Form 10- K for the year ended October 31, 2011, which exhibit is incorporated herein by reference)

10.2# Form of 2010 Stock Incentive Plan (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 20, 2010, which exhibit is incorporated herein by reference)

10.3# Form of Stock Option Agreement for the Company’s 2010 Stock Incentive Plan (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 20, 2010, which exhibit is incorporated herein by reference)

10.4 Stock Purchase Agreement, dated January 20, 2014, between RF Industries, Ltd. and Robert A. Portera (previously filed as an exhibit to the Company’s Form 8-K, dated January 21, 2015, which exhibit is incorporated herein by reference)

10.5	Stock Purchase Agreement, dated June 5, 2015, between RF Industries, Ltd., Rel-Tech Electronics, Inc., and the Shareholders. (previously filed as an exhibit to the Company’s Form 8-K, dated June 5, 2015, which exhibit is incorporated herein by reference)
10.6	Multi-Tenant Industrial Gross Lease, effective December 1, 2007, between Rel-Tech Electronics, Inc. and D’Amato Investments, LLC regarding the Company’s lease in Milford, CT, as amended to date (previously filed as an exhibit to the Company’s Form 8-K, dated May 1, 2014, which exhibit is incorporated herein by reference)

10.7	Amendment To Lease, by and between K & K Unlimited and Cables Unlimited, Inc., dated June 9, 2017 (previously filed as an exhibit to the Company’s Form 8-K, dated June 9, 2017, which exhibit is incorporated herein by reference)
10.8	Lease Agreement by and between D’Amato Investments, LLC and Rel-Tech Electronics, Inc., dated July 25, 2017 (previously filed as an exhibit to the Company’s Form 8-K, dated July 28, 2017, which exhibit is incorporated herein by reference)
10.9#	Form of Indemnification Agreement (previously filed as an exhibit to the Company’s Form 8-K, dated September 12, 2017, which is incorporated herein by reference)
10.10	Amendment To Lease, by and between K & K Unlimited and Cables Unlimited, Inc., dated June 6, 2018 (previously filed as an exhibit to the Company’s Form 8-K, dated June 6, 2018, which exhibit is incorporated herein by reference)
10.11	Stock Purchase Agreement between RF Industries, Ltd. and RAP Acquisition Inc., dated October 31, 2018 (previously filed as an exhibit to the Company’s Form 8-K, dated October 31, 2018, which exhibit is incorporated herein by reference)
10.12#	Option Agreement Amendment - 2010 Stock Incentive Plan (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2018, which exhibit is incorporated herein by reference)
10.13	Stock Purchase Agreement between RF Industries, Ltd., DRC Technologies, Inc. and Stockholders of DRC Technologies, Inc., dated November 4, 2019 (previously filed as an exhibit to the Company’s Form 8-K, dated November 5, 2019, which exhibit is incorporated herein by reference)
10.14#	2020 Equity Incentive Plan (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 14, 2020, which exhibit is incorporated herein by reference)
10.15	Amendment To Lease, by and between K&K Unlimited and Cables Unlimited, Inc., dated June 30, 2021 (previously filed as an exhibit to the Company’s Form 8-K, filed on July 2, 2021, which exhibit is incorporated herein by reference)
10.16#	Employment Agreement, dated July 16, 2021, by and between RF Industries, Ltd. and Robert D. Dawson (previously filed as an exhibit to the Company’s Form 8-K, dated July 20, 2021, which exhibit is incorporated herein by reference)
10.17	Membership Interest Purchase Agreement dated as of December 16, 2021 by and among RF Industries, Ltd., Wireless Telecom Group, Inc., and Microlab/FXR LLC (previously filed as an exhibit to the Company’s Form 8-K, filed December 17, 2021, which exhibit is incorporated herein by reference.)

10.1	Single Tenant Commercial Lease, dated June 15, 2011, between K&K and RF Industries, Ltd. regarding the Company’s lease in Yaphank, New York (previously filed as an exhibit to the Company’s Form 10- K for the year ended October 31, 2011, which exhibit is incorporated herein by reference)
10.2#	Form of 2010 Stock Incentive Plan (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 20, 2010, which exhibit is incorporated herein by reference)
10.3#	Form of Stock Option Agreement for the Company’s 2010 Stock Incentive Plan (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 20, 2010, which exhibit is incorporated herein by reference)
10.4	Stock Purchase Agreement, dated January 20, 2014, between RF Industries, Ltd. and Robert A. Portera (previously filed as an exhibit to the Company’s Form 8-K, dated January 21, 2015, which exhibit is incorporated herein by reference)
10.5	Stock Purchase Agreement, dated June 5, 2015, between RF Industries, Ltd., Rel-Tech Electronics, Inc., and the Shareholders. (previously filed as an exhibit to the Company’s Form 8-K, dated June 5, 2015, which exhibit is incorporated herein by reference)
10.6	Multi-Tenant Industrial Gross Lease, effective December 1, 2007, between Rel-Tech Electronics, Inc. and D’Amato Investments, LLC regarding the Company’s lease in Milford, CT, as amended to date (previously filed as an exhibit to the Company’s Form 8-K, dated May 1, 2014, which exhibit is incorporated herein by reference)
10.7	Amendment To Lease, by and between K & K Unlimited and Cables Unlimited, Inc., dated June 9, 2017 (previously filed as an exhibit to the Company’s Form 8-K, dated June 9, 2017, which exhibit is incorporated herein by reference)
10.8	Lease Agreement by and between D’Amato Investments, LLC and Rel-Tech Electronics, Inc., dated July 25, 2017 (previously filed as an exhibit to the Company’s Form 8-K, dated July 28, 2017, which exhibit is incorporated herein by reference)
10.9#	Form of Indemnification Agreement (previously filed as an exhibit to the Company’s Form 8-K, dated September 12, 2017, which is incorporated herein by reference)
10.10	Amendment To Lease, by and between K & K Unlimited and Cables Unlimited, Inc., dated June 6, 2018 (previously filed as an exhibit to the Company’s Form 8-K, dated June 6, 2018, which exhibit is incorporated herein by reference)
10.11	Stock Purchase Agreement between RF Industries, Ltd. and RAP Acquisition Inc., dated October 31, 2018 (previously filed as an exhibit to the Company’s Form 8-K, dated October 31, 2018, which exhibit is incorporated herein by reference)
10.12#	Option Agreement Amendment - 2010 Stock Incentive Plan (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2018, which exhibit is incorporated herein by reference)
10.13	Stock Purchase Agreement between RF Industries, Ltd., DRC Technologies, Inc. and Stockholders of DRC Technologies, Inc., dated November 4, 2019 (previously filed as an exhibit to the Company’s Form 8-K, dated November 5, 2019, which exhibit is incorporated herein by reference)
10.14#	RF Industries, Ltd. 2020 Equity Incentive Plan (Amended) (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 14, 2020, which exhibit is incorporated herein by reference)
10.15	Amendment To Lease, by and between K&K Unlimited and Cables Unlimited, Inc., dated June 30, 2021 (previously filed as an exhibit to the Company’s Form 8-K, filed on July 2, 2021, which exhibit is incorporated herein by reference)
10.16#	Employment Agreement, dated July 16, 2021, by and between RF Industries, Ltd. and Robert D. Dawson (previously filed as an exhibit to the Company’s Form 8-K, dated July 20, 2021, which exhibit is incorporated herein by reference)
10.17	Membership Interest Purchase Agreement dated as of December 16, 2021 by and among RF Industries, Ltd., Wireless Telecom Group, Inc., and Microlab/FXR LLC (previously filed as an exhibit to the Company’s Form 8-K, filed December 17, 2021, which exhibit is incorporated herein by reference.)
10.18	AIRCRE Standard Industrial/Commercial Single-Tenant Lease – Net by and between RF Industries, Ltd. and Sorrento West Properties, Inc., dated February 1, 2022, together with addenda thereto (previously filed as an exhibit to the Company’s Form 8-K, dated February 7, 2022, which exhibit is incorporated herein by reference)
10.19	~~Loan~~Lease ~~Agreement~~by ~~dated~~and asbetween ofRF ~~February~~Industries, 25Ltd. and Monarch Owner LLC, dated October 19, 2022, ~~between~~together ~~Bank~~with ofaddenda ~~America~~thereto, ~~N.A.~~for ~~and~~the RFproperty ~~Industries~~at 300 Interpace Parkway, ~~Ltd.~~Suite B100, Parsippany, New Jersey 07054 (previously filed as an exhibit to the Company’s Form 8-K, dated ~~March~~October 220, 2022, which exhibit is incorporated herein by reference)
10.20	Lease by and between RF Industries, Ltd. and Monarch Owner LLC, dated October 19, 2022, together with addenda thereto, for the property at 300 Interpace Parkway, Suite B100, Parsippany, New Jersey 07054 (previously filed as an exhibit to the Company’s Form 8-K, dated October 20, 2022, which exhibit is incorporated herein by reference)
10.21	Lease by and between RF Industries, Ltd. and Monarch Owner LLC, dated October 19, 2022, together with addenda thereto, for the property at 300 Interpace Parkway, Suite B200, Parsippany, New Jersey 07054 (previously filed as an exhibit to the Company’s Form 8-K, dated October 20, 2022, which exhibit is incorporated herein by reference)
10.22	First Amendment to Lease, dated October 31, 2022 by and between RF Industries, Ltd. and Sorrento West Properties, Inc. (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2022, which exhibit is incorporated herein by reference)
10.23	Third Amendment to Lease, dated July 11, 2023, by and between Sorrento West Properties, Inc. and RF Industries, Ltd. (previously filed as an exhibit to the Company’s Form 8-K, dated July 13, 2023, which exhibit is incorporated herein by reference)
10.24*	Managed Client Agreement, dated June 27, 2023, between RF Industries, Ltd. and RGN-MCA San Diego II, LLC (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2023, which exhibit is incorporated herein by reference)
10.25	Amendment No. 1 and Waiver to Loan Agreement, dated September 12, 2023, between Bank of America, N.A. and RF Industries, Ltd. (previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended July 31, 2023, which exhibit is incorporated herein by reference)
10.26	Amendment No. 2 To Loan Agreement, dated January 26, 2024, between Bank of America, N.A. and RF Industries, Ltd. (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2024, which exhibit is incorporated herein by reference)
10.27	Amendment No. 3 to Loan Agreement, dated February 29, 2024, between Bank of America, N.A. and RF Industries, Ltd. (previously filed as an exhibit to the Company’s Form 8-K, dated March 1, 2024, which exhibit is incorporated herein by reference)
10.28	Loan and Security Agreement, dated March 15, 2024, by and among RF Industries, Ltd., its subsidiaries, the lenders and Eclipse Business Capital LLC (previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended January 31, 2024, which exhibit is incorporated herein by reference)
10.29	First Amendment to Loan and Security Agreement, dated June 14, 2024, by and among RF Industries, Ltd., its subsidiaries, the lenders and Eclipse Business Capital LLC (previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended July 31, 2024, which exhibit is incorporated herein by reference)

10.30# Amendment No. 1 to RF Industries, Ltd. 2020 Equity Incentive Plan (Amended) (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on October 24, 2024, which exhibit is incorporated herein by reference)

19	Insider Trading Policy
21.1	List of Subsidiaries
23.1	Consent of Independent Registered Public Accounting Firm CohnReznick LLP
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
97	RF Industries, Ltd. Policy for Recovery of Erroneously Awarded Incentive Compensation (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2023, which exhibit is incorporated herein by reference)

10.20	Lease by and between RF Industries, Ltd. and Monarch Owner LLC, dated October 19, 2022, together with addenda thereto, for the property at 300 Interpace Parkway, Suite B200, Parsippany, New Jersey 07054 (previously filed as an exhibit to the Company’s Form 8-K, dated October 20, 2022, which exhibit is incorporated herein by reference)

10.21	First Amendment to Lease, dated October 31, 2022 by and between RF Industries, Ltd. and Sorrento West Properties, Inc. (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2022, which exhibit is incorporated herein by reference)

10.22	Third Amendment to Lease, dated July 11, 2023, by and between Sorrento West Properties, Inc. and RF Industries, Ltd. (previously filed as an exhibit to the Company’s Form 8-K, dated July 13, 2023, which exhibit is incorporated herein by reference)

10.23*	Managed Client Agreement, dated June 27, 2023, between RF Industries, Ltd. and RGN-MCA San Diego II, LLC (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2023, which exhibit is incorporated herein by reference)

10.24	Loan and Security Agreement, dated March 15, 2024, by and among RF Industries, Ltd., its subsidiaries, the lenders and Eclipse Business Capital LLC (previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended January 31, 2024, which exhibit is incorporated herein by reference)

10.25	First Amendment to Loan and Security Agreement, dated June 14, 2024, by and among RF Industries, Ltd., its subsidiaries, the lenders and Eclipse Business Capital LLC (previously filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended July 31, 2024, which exhibit is incorporated herein by reference)

10.26#	Amendment No. 1 to RF Industries, Ltd. 2020 Equity Incentive Plan (Amended) (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on October 24, 2024, which exhibit is incorporated herein by reference)

10.27	Second Amendment to Loan and Security Agreement, dated as of November 5, 2025, by and among RF Industries, Ltd., Cables Unlimited, Inc., Rel-Tech Electronics, Inc., C Enterprises, Inc., Schroff Technologies International, Inc., and Microlab/FXR LLC, as Borrowers, Eclipse Business Capital LLC, as agent, and the lenders party thereto (previously filed as an exhibit to the Company’s Form 8-K, dated November 6, 2025, which exhibit is incorporated herein by reference)

10.28#	Form of Restricted Stock Award under RF Industries, Ltd. 2020 Equity Incentive Plan (Amended) (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 14, 2020, which exhibit is incorporated herein by reference)

10.29#	Form of Stock Option Grant Notice under RF Industries, Ltd. 2020 Equity Incentive Plan (Amended) (previously filed as an exhibit to the Company’s Registration Statement on Form S-8, filed on September 14, 2020, which exhibit is incorporated herein by reference)

10.30#	Executive Change in Control and Severance Benefit Plan

19	Insider Trading Policy (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2024, which exhibit is incorporated herein by reference)

21.1	List of Subsidiaries

23.1	Consent of Independent Registered Public Accounting Firm CohnReznick LLP

31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

97	RF Industries, Ltd. Policy for Recovery of Erroneously Awarded Incentive Compensation (previously filed as an exhibit to the Company’s Form 10-K for the year ended October 31, 2023, which exhibit is incorporated herein by reference)

EX-101.INS	Inline XBRL Instance Document

EX-101.SCH	Inline XBRL Taxonomy Extension Schema

EX-101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB	Inline XBRL Taxonomy Extension Label Linkbase

EX-101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase

EX-104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)

_________________________________________

#	Indicates a management contract or compensatory plan or arrangement.

*	Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that RF Industries, Ltd. specifically incorporates it by reference.

4142

Stockholders of the Company may obtain a copy of any exhibit referenced in this Annual Report on Form 10-K by writing to: Secretary, RF Industries, Ltd., 16868 Via Del Campo Court, Suite 200, San Diego, CA 92127. The written request must specify the stockholder’s good faith representation that such stockholder is a stockholder of the Company.

ITEM 16. FORM 10-K SUMMARY

We may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary information.

4243

RF INDUSTRIES, LTD. AND SUBSIDIARIES

Index

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 596)		F-2
Consolidated Balance Sheets October 31, 2024 and 2023		F-4 – F-5
Consolidated Balance Sheets October 31, 2025 and 2024		F-3 – F-4
Consolidated Statements of Operations Years Ended October 31, 2024 and 2023		F-6
Consolidated Statements of Operations Years Ended October 31, 2025 and 2024		F-5
Consolidated Statements of Stockholders’ Equity Years Ended October 31, 2024 and 2023		F-7
Consolidated Statements of Stockholders’ Equity Years Ended October 31, 2025 and 2024		F-6
Consolidated Statements of Cash Flows Years Ended October 31, 2024 and 2023		F-8
Consolidated Statements of Cash Flows Years Ended October 31, 2025 and 2024		F-7
Notes to Consolidated Financial Statements		F-98 – F-2322

* * *

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of RF Industries, Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of RF Industries, Ltd. and Subsidiaries (the “Company”) as of October 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended October 31, ~~2024~~2025, and the related consolidated notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters ~~communicated below~~ are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication~~have ofdetermined ~~critical~~that ~~audit~~there ~~matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we~~ are ~~not,~~no ~~by communicating the~~ critical audit matters ~~below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate~~.

Evaluation of Goodwill impairment for the Microlab reporting unit (Note 1 to the Consolidated Financial Statements)

As disclosed in the consolidated financial statements, the Company has goodwill of $8.1 million as of October 31, 2024, and approximately 69.5% of goodwill resides in the Microlab reporting unit. At October 31, 2024, the Company performed a quantitative goodwill impairment assessment on its Microlab reporting unit by comparing the fair value of the reporting unit to its carrying amount, including goodwill. The Company estimated the fair value of this reporting unit using a combination of a discounted cash flows analysis and market-based valuation methodologies.

Significant judgment is exercised by the Company in estimating the fair value of the Microlab reporting unit for purposes of the October 31,2024 goodwill impairment test, specifically:

● The fair value estimate of each reporting unit is sensitive to assumptions such as the discount rate, revenue and expense growth rates, and the forecasted cash flow terminal growth rate.

● These assumptions are affected by such factors as expected future market or economic conditions.

Given these factors, auditing management’s quantitative impairment tests for goodwill was challenging, subjective, and complex and required a high degree of auditor judgment.

F-2

How Our Audit Addressed the Critical Audit Matter

Our audit procedures related to the fair value of goodwill included the following procedures:

● We gained an understanding of and evaluated the design and implementation of the Company’s internal controls that address the risk of material misstatement related to goodwill impairment;

● We gained an understanding of the process to estimate future cashflows, including methods, data, and significant assumptions used, in developing the discounted cashflow analysis as well as tested the reasonableness of the underlying data used by the Company in its forecasts;

● We evaluated management’s significant accounting policies related to impairment of goodwill;

● We evaluated management’s forecasted revenues and cash flows by comparing the forecasts to the underlying business strategies and growth plans; and

● With the assistance of our firm’s valuation professionals with specialized skills and knowledge in valuation methods and models, we tested the Company’s discounted cash flow models, including certain assumptions including the terminal value and discount rates.

/s/ CohnReznick LLP

We are uncertain as to the year CohnReznick LLP became the Company’s auditor as 1995 is the earliest year of which we have knowledge.

Tysons, Virginia

January 2114, ~~2025~~2026

F-32

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

OCTOBER 31, ~~2024~~2025 AND ~~2023~~2024

(In thousands, except share and per share amounts)

	October 31,		October 31,
	2024		2023
	2025		2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~839~~5,079	$	~~4,897~~839
Trade accounts receivable, net of allowance for credit losses of $159 and $244, respectively		12,119		10,277
Trade accounts receivable, net of allowance for credit losses of $141 and $159, respectively		14,871		12,119
Inventories		1413,~~725~~735		1814,~~730~~725
Other current assets		1,~~430~~284		21,~~136~~430
TOTAL CURRENT ASSETS		2934,~~113~~969		3629,~~040~~113
Property and equipment:
Equipment and tooling		45,~~825~~020		4,~~796~~825
Furniture and office equipment		6,~~300~~328		56,~~631~~300
		11,125		10,427
		11,348		11,125
Less accumulated depreciation		67,~~312~~119		56,~~503~~312
Total property and equipment, net		4,~~813~~229		4,~~924~~813
Operating lease right-of-use assets, net		1513,~~265~~848		15,~~689~~265
Goodwill		8,085		8,085
Amortizable intangible assets, net		1110,~~908~~264		1311,~~595~~908
Non-amortizable intangible assets		1,174		1,174
Deferred tax assets		-		2,494
Other assets		477		688
Other assets		688		277
TOTAL ASSETS	$	73,046	$	71,046
TOTAL ASSETS	$	71,046	$	82,278

F-43

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

OCTOBER 31, ~~2024~~2025 AND ~~2023~~2024

(In thousands, except share and per share amounts)

	October 31,		October 31,
	2024		2023
	2025		2024
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	3,~~798~~108	$	3,~~201~~798
Accrued expenses		47,~~247~~638		4,~~572~~247
Line of credit		87,~~197~~836		18,~~000~~197
Current portion of Term Loan		-		2,424
Current portion of operating lease liabilities		2,054		1,848
Current portion of operating lease liabilities		1,848		1,314
Income taxes payable		260		-
TOTAL CURRENT LIABILITIES		1820,~~090~~896		1218,~~511~~090
Operating lease liabilities		1816,~~680~~699		1918,~~284~~680
Term Loan, net of debt issuance cost		-		10,721
Deferred tax liabilities		247		210
Deferred tax liabilities		210		-
TOTAL LIABILITIES		37,842		36,980
TOTAL LIABILITIES		36,980		42,516
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,544,431 and 10,343,223 shares issued and outstanding at October 31, 2024 and 2023, respectively		106		104
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,713,801 and 10,544,431 shares issued and outstanding at October 31, 2025 and 2024, respectively		107		106
Additional paid-in capital		2628,~~988~~050		26,~~087~~988
Retained earnings		67,~~972~~047		136,~~571~~972
TOTAL STOCKHOLDERS' EQUITY		3435,~~066~~204		3934,~~762~~066
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	7173,046	$	8271,~~278~~046

See Notes to Consolidated Financial Statements.

F-54

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED OCTOBER 31, ~~2024~~2025 AND ~~2023~~2024

(In thousands, except share and per share amounts)

	Twelve Months Ended October 31,
	2024			2023
	2025			2024
Net sales	$	6480,~~857~~586		$	7264,~~168~~857
Cost of sales		4553,~~986~~850			5245,~~631~~986
Gross profit		1826,~~871~~736			1918,~~537~~871
Operating expenses:
Engineering		2,~~782~~982			32,~~151~~782
Selling and general		1821,~~912~~969			2018,~~183~~912
Total operating expenses		2124,~~694~~951			2321,~~334~~694
Operating loss		(2,823	)		(3,797	)
Operating income (loss)		1,785			(2,823	)
Other expense		(~~980~~972	)		(~~453~~980	)
Loss before provision (benefit) for income taxes		(3,803	)		(4,250	)
Income (loss) before provision (benefit) for income taxes		813			(3,803	)
Provision (Benefit) for income taxes		2,796			(1,172	)
Provision for income taxes		738			2,796
Consolidated net loss	$	(6,599	)	$	(3,078	)
Consolidated net income (loss)	$	75		$	(6,599	)
Loss per share:
Earnings (loss) per share:
Basic	$	(0.6301	)	$	(0.3063	)
Diluted	$	(0.6301	)	$	(0.3063	)
Weighted average shares outstanding:
Basic		10,~~481~~647,~~835~~587			10,~~283~~481,~~449~~835
Diluted		10,~~481~~770,~~835~~802			10,~~283~~481,~~449~~835

See Notes to Consolidated Financial Statements.

F-65

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED OCTOBER 31, ~~2024~~2025 AND ~~2023~~2024

(In thousands, except share amounts)

						Additional
	Common Stock					Paid-In			Retained
	Shares			Amount		Capital			Earnings			Total
Balance, November 1, 2022		10,193,287		$	102	$	25,118		$	16,649		$	41,869
Balance, November 1, 2023		10,343,223		$	104	$	26,087		$	13,571		$	39,762
Exercise of stock options		45,000			-		85			-			85
Stock-based compensation expense		-			-		898			-			898
Issuance of restricted stock		107,424			2		(2	)		-			-
Tax withholding related to vesting of restricted stock		(2,488	)		-		(12	)		-			(12	)
Consolidated net loss		-			-		-			(3,078	)		(3,078	)
Balance, October 31, 2023		10,343,223			104		26,087			13,571			39,762
Stock-based compensation expense		-			-		924			-			924
Issuance of restricted stock		206,229			2		(2	)		-			-
Tax withholding related to vesting of restricted stock		(5,021	)		-		(21	)		-			(21	)
Consolidated net loss		-			-		-			(6,599	)		(6,599	)
Net loss		-			-		-			(6,599	)		(6,599	)
Balance, October 31, 2024		10,544,431		$	106	$	26,988		$	6,972		$	34,066
Exercise of stock options		56,623			-		245			-			245
Stock-based compensation expense		-			-		872			-			872
Issuance of restricted stock		124,164			1		(1	)		-			-
Tax withholding related to vesting of restricted stock		(11,417	)		-		(54	)		-			(54	)
Net income		-			-		-			75			75
Balance, October 31, 2025		10,713,801		$	107	$	28,050		$	7,047		$	35,204

See Notes to Consolidated Financial Statements.

F-76

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED OCTOBER 31, ~~2024~~2025 AND ~~2023~~2024

(In thousands)

	Twelve Months Ended October 31,
	2024			2023
	2025			2024
OPERATING ACTIVITIES:
Consolidated net loss	$	(6,599	)	$	(3,078	)
Consolidated net income (loss)	$	75		$	(6,599	)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
Bad debt expense		550			~~102~~5
Depreciation and amortization		2,~~536~~463			2,~~433~~536
Stock-based compensation expense		924			898
Gain on disposal of fixed assets		(12	)		-
Amortization of debt issuance cost		113			9
Stock-based compensation expense		872			924
Tax payments related to shares cancelled for vested restricted stock awards		(21	)		(12	)
Amortization of debt issuance cost		173			113
Deferred income taxes		2,703			(677	)
Tax payments related to shares cancelled for vested restricted stock awards		(54	)		(21	)
Extinguishment of debt issuance cost		14			-
Deferred income taxes		37			2,703
Extinguishment of debt issuance cost		-			14
Changes in operating assets and liabilities:
Trade accounts receivable		(12,~~847~~802	)		4(1,~~433~~847	)
Inventories		~~4,005~~990			24,~~323~~005
Other current assets		~~706~~146			~~3,713~~706
Right-of-use assets		~~355~~(358	)		~~1,477~~355
Other long-term assets		(138	)		18(1	)
Accounts payable		~~597~~(690	)		~~(2,451~~597	)
Accrued expenses		~~(325~~3,391	)		(~~4,244~~325	)
Income taxes payable		-260			~~(759~~-	)
Net cash provided by operating activities		34,~~165~~579			43,~~185~~165
INVESTING ACTIVITIES:
Capital expenditures		(738	)		(2,483	)
Proceeds from sale of fixed assets		12			-
Net cash used in investing activities		(738	)		(2,483	)
Capital expenditures		(235	)		(738	)
Net cash used in investing activities		(223	)		(738	)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options		-245			87-
Debt issuance cost		~~(520~~-	)		-(520	)
Line of credit payments		(~~44,256~~361	)		(144,~~000~~256	)
Line of credit draws		~~51,453~~-			251,~~000~~453
Term Loan payments		~~(13,162~~-	)		(213,~~424~~162	)
Net cash used in financiing activities		(6,485	)		(1,337	)
Net cash used in financing activities		(116	)		(6,485	)
Net decrease in cash and cash equivalents		(4,058	)		365
Net increase (decrease) in cash and cash equivalents		4,240			(4,058	)
Cash and cash equivalents, beginning of period		~~4,897~~839			4,~~532~~897
Cash and cash equivalents, end of period	$	~~839~~5,079		$	~~4,897~~839
Supplemental cash flow information – income taxes paid	$	64194		$	~~642~~64
Supplemental cash flow information – interest paid	$	~~883~~889		$	~~529~~883

See Notes to Consolidated Financial Statements.

F-87

RF INDUSTRIES, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Business activities and summary of significant accounting policies

Business activities

RF Industries, Ltd., together with its ~~six~~five wholly-owned subsidiaries (collectively, hereinafter the “Company”, ”we”, “us”, or “our”), primarily engages in the design, manufacture, and marketing of interconnect products ~~and systems~~, ~~including~~custom ~~coaxial~~cabling ~~and specialty cables~~products, ~~fiber optic cables~~ and ~~connectors,~~integrated ~~and electrical and electronic specialty cables~~systems. ~~For~~As ~~internal operating and reporting purposes, and for marketing purposes, as~~ of the end of the fiscal year ended October 31, ~~2024~~2025, we have five reporting units and one operating segment. We classified our ~~operations~~reporting units into the following ~~six~~five divisions~~/subsidiaries~~: (i) The RF Connector and Cable Assembly division designs, manufactures and distributes coaxial connectors and cable assemblies that are integrated with coaxial connectors (during fiscal year 2023, the Company integrated the former C Enterprises division into the RF Connector division); (ii) Cables Unlimited, Inc., the subsidiary that manufactures custom and standard cable assemblies, complex hybrid fiber optic power solution cables, adapters, and electromechanical wiring harnesses for communication, computer, LAN, automotive and medical equipment; (iii) Rel-Tech Electronics, Inc., the subsidiary that designs and manufacturers cable assemblies and wiring harnesses for blue chip industrial, oilfield, instrumentation and military customers; (iv) ~~C Enterprises, Inc., the subsidiary that designs and manufactures quality connectivity solutions to telecommunications and data communications distributors; (v)~~ Schroff Technologies International, Ltd., the subsidiary that manufactures and markets intelligent thermal control systems used by telecommunications companies across the U.S. and Canada, and shrouds for small cell integration and installation, and (viv) Microlab, the subsidiary that designs and manufactures high-performance RF and Microwave products enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks. The Cables Unlimited and C Enterprises divisions are Corning Cables Systems CAH ConnectionsSM Gold Program members that are authorized to manufacture fiber optic cable assemblies that are backed by Corning Cables Systems’ extended warranty.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results may differ from those estimates.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of RF Industries, Ltd., Cables Unlimited, Inc. (“Cables Unlimited”), Rel-Tech Electronics, Inc. (“Rel-Tech”), C Enterprises, Inc. (“C Enterprises”), Schroff Technologies International, Ltd. (“Schrofftech”), and Microlab/FXR LLC (“Microlab”), wholly-owned subsidiaries of RF Industries, Ltd. All intercompany balances and transactions have been eliminated in consolidation.

Cash equivalents

The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

F-9

Revenue recognition

On November 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”) applying the modified retrospective method. The core principle of ASC 606 is that revenue should be recorded in an amount that reflects the consideration to which we expect to be entitled in exchange for goods or services promised to customers. Under ASC 606, we follow a five-step model to: (1) identify the contract with our customer; (2) identify our performance obligations in our contract; (3) determine the transaction price for our contract; (4) allocate the transaction price to our performance obligations; and (5) recognize revenue when (or as) each performance obligation is satisfied. In accordance with this accounting principle, we recognize revenue using the output method at a point in time when finished goods have been transferred to the customer and there are no other obligations to customers after the title of the goods have transferred. Title of goods are transferred based on shipping terms for each customer – for shipments with terms of FOB Shipping Point, title is transferred upon shipment; for shipments with terms of FOB Destination, title is transferred upon delivery.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined using the weighted average cost of accounting. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value due to damage, physical deterioration, obsolescence, changes in price levels, or other causes, we reduce our inventory to a new cost basis through a charge to cost of sales in the period in which it occurs. The determination of market value and the estimated volume of demand used in the lower of cost or market analysis requires significant judgment.

F-8

Property and equipment

Equipment, tooling and furniture are recorded at cost and depreciated over their estimated useful lives (generally three to five years) using the straight-line method. Expenditures for repairs and maintenance are charged to operations in the period incurred.

Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized, but is subject to impairment analysis at least once annually, which we perform in October, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.

We assess whether a goodwill impairment exists using both qualitative and quantitative assessments at the reporting level. Our qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we will not perform a quantitative assessment.

Under the quantitative assessment, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss should be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

We test our goodwill, trademarks and other indefinite-lived assets for impairment at least annually or more frequently if events or changes in circumstances indicate these assets may be impaired. These events or circumstances require significant judgment and could include a significant change in the business climate, legal factors, operating performance indicators, competition and sale or disposition of all or a portion of a division. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital.

As of October 31, 2024 ~~and 2023~~, we performed a quantitative impairment test analysis for the Microlab reporting unit.

NoAs ~~goodwill~~of ~~impairment~~October 31, 2025, there was ~~recorded~~no inindication that it is more likely than not that the ~~years~~fair ~~ended~~value ~~October~~of 31the reporting unit is less than its carrying amount; therefore, ~~2024~~the ~~and~~Company ~~2023~~determined that a quantitative goodwill impairment test was not necessary.

~~Goodwill~~No bygoodwill ~~reporting~~impairment ~~unit~~was ~~and~~recorded ~~reportable~~in ~~segment~~the asyears ofended October 31, ~~2024~~2025 and ~~2023, is as follows:~~2024.

Reporting Unit	Reportable Segment	Amount
Cables Unlimited	Custom Cabling	$	382,685
Rel-Tech	Custom Cabling		832,556
Schrofftech	Custom Cabling		1,127,189
RF Connector and Cable Assembly	RF Connector		125,000
Microlab	RF Connector		5,617,139
		$	8,084,569

Goodwill by reporting unit as of October 31, 2025 and 2024, is as follows:

F-10

Reporting Unit	Amount
Cables Unlimited	$	382,685
Rel-Tech		832,556
Schrofftech		1,127,189
RF Connector and Cable Assembly		125,000
Microlab		5,617,139

Long-lived assets

We amortize our intangible assets with definite useful lives over their estimated useful lives and review these assets for impairment whenever there are impairment indicators.

As of October 31, 2024 and as of April 30, 2024, we performed an impairment test analysis for the Microlab goodwill reporting unit~~, as of October 31, 2023, we performed an impairment test analysis for the Microlab reporting unit and as of July 31, 2023, we performed an impairment test analysis for the Schrofftech reporting unit~~. As noted above, we test our goodwill, trademarks, and indefinite-lived intangible assets for impairment at least annually, which we have traditionally done in the fourth quarter, or on an interim basis when events or changes in circumstances suggest these assets may be impaired. Impairment is measured as the excess of the carrying value of the goodwill or indefinite-lived intangible asset over its fair value.

Impairment may result from a number of factors, including performance deterioration, negative cash flows from operations and/or changes in anticipated future cash flows, changes in business plans, adverse economic or market conditions, or other factors beyond our control. The amount of any impairment must be expensed as a charge to operations. Microlab’s operating results were below forecast for the fiscal year ended October 31, 2024 and the three and sixF-months ended April 30, 2024 triggered an impairment analysis. Microlab’s operating results were below forecast for the fiscal year ended October 31, 2023 and, Schrofftech’s operating results were below forecast for the three and nine-month ended July 31, 2023 triggered impairment analyses. 9

AsImpairment ofmay ~~October~~result 31from a number of factors, ~~2024~~including performance deterioration, ~~Microlab~~negative ~~has~~cash aflows ~~carrying~~from ~~value~~operations ofand/or ~~$19.8 million,~~changes ~~which~~in ~~includes~~anticipated ~~$5.6~~future ~~million~~cash flows, changes in ~~goodwill~~business ~~and $10.3 million~~plans, inadverse ~~net~~economic ~~amortizable~~or ~~intangible~~market ~~assets.~~conditions, ~~The~~or ~~analyses~~other ~~performed~~factors ~~included~~beyond aour ~~blend~~control. The amount of ~~the~~any ~~income~~impairment ~~approach~~must ~~(discounted~~be ~~cash~~expensed ~~flow~~as ~~method)~~a ~~and~~charge ~~market~~to ~~approach~~operations. ~~(guideline~~Microlab’s ~~public~~operating ~~company~~results ~~method)~~were tobelow ~~reach~~forecast anfor ~~estimate~~the offiscal ~~Microlab~~year ~~reporting~~ended ~~unit~~October ~~fair~~31, ~~value~~2024 ofand ~~$21.6~~the ~~which~~three ~~is in~~and ~~excess~~six-months ofended ~~the~~April ~~reporting~~30, ~~unit's carrying~~2024 ~~amount~~triggered an impairment analysis.

As of October 31, 2024, Microlab has a carrying value of $19.8 million, which includes $5.6 million in goodwill and $10.3 million in net amortizable intangible assets. The analyses performed included a blend of the income approach (discounted cash flow method) and market approach (guideline public company method) to reach an estimate of Microlab reporting unit fair value of $21.6 which is in excess of the reporting unit’s carrying amount.

The analyses performed in blending the income approach and the market approach incorporates several significant judgments and assumptions about projected revenue and expenses growth, future operating margins, discount rates and the selection of guideline public companies. There are inherent uncertainties related to these assumptions and our judgment in applying them to the impairment analysis. Changes in certain events or circumstances could result in changes to our estimated fair values, and may result in future write-downs to the carrying values of these assets. Impairment charges could adversely affect our financial results, financial ratios and could limit our ability to obtain financing in the future.

~~No impairment~~The ~~was~~Company ~~recorded~~determined ~~for~~that ~~the~~there ~~years~~were ~~ended~~ no events or circumstances as of October 31, ~~2024~~2025 orthat ~~2023~~indicated that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount. Since there was no indication that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company determined that a quantitative goodwill impairment test was not necessary.

No impairment was recorded for the years ended October 31, 2025 or 2024.

Fair value measurement

We measure at fair value certain financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. GAAP specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the following fair-value hierarchy:

Level 1— – Quoted prices for identical instruments in active markets;

Level 2— – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3— – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of October 31, ~~2024~~2025 and ~~2023~~2024, the carrying amounts reflected in the accompanying consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximated their carrying value due to their short-term nature.

F-1110

Intangible assets

Intangible assets consist of the following as of October 31, ~~2024~~2025 and ~~2023~~2024 (in thousands):

	2024			2023
	2025			2024
Amortizable intangible assets:
Non-compete agreement (estimated life five years)	$	423		$	423
Accumulated amortization		(423	)		(~~378~~423	)
		-			45-
Customer relationships (estimated lives 7 - 15 years)		6,058			6,058
Accumulated amortization		(34,~~848~~235	)		(3,~~461~~848	)
		2,210			2,597
		1,823			2,210
Backlog (estimated life one - two years)		327			327
Accumulated amortization		(327	)		(327	)
		-			-
Patents (estimated life 10 - 14 years)		368			368
Accumulated amortization		(~~208~~241	)		(~~176~~208	)
		160			192
		127			160
Tradename (estimated life 15 years)		1,700			1,700
Accumulated amortization		(~~302~~416	)		(~~189~~302	)
		1,398			1,511
		1,284			1,398
Proprietary technology (estimated life 10 years)		11,100			11,100
Accumulated amortization		(24,~~960~~070	)		(12,~~850~~960	)
		8,140			9,250
		7,030			8,140
Totals	$	1110,~~908~~264		$	1311,~~595~~908
Non-amortizable intangible assets:
Trademarks	$	1,174		$	1,174

Amortization expense was $1,~~688~~643,000 and $1,~~701~~688,000 for the years ended October 31, ~~2024~~2025 and ~~2023~~2024, respectively. The weighted-average amortization period for the amortizable intangible assets is 76.6268 years.

There was no impairment to trademarks for the years ended October 31, ~~2024~~2025 and ~~2023~~2024.

Estimated amortization expense related to finite-lived intangible assets is as follows (in thousands):

Year ending
October 31,	Amount
2025	$	1,643
2026	$	1,643
2026		1,643
2027		1,643
2028		1,643
2029		1,639
Thereafter		3,697
2030		1,364
Total	$	11,908
Thereafter		2,332
Total	$	10,264

~~F-12~~Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company operates as a single reportable segment. The chief operating decision maker, which is our Chief Executive Officer, regularly reviews the business on a consolidated basis. We leverage consolidated processes such as sales, procurement, human resources, and finance and accounting policies which provides for commonality and consistency across the Company. Segment information is prepared in accordance with GAAP and relevant accounting standards. The Company will periodically review its operations to determine if additional segment disclosures are required.

Advertising

WeAdvertising ~~expense~~costs ~~the~~are ~~cost~~expensed ofas ~~advertising~~incurred and ~~promotions~~are asincluded ~~incurred.~~in ~~Advertising~~selling ~~costs~~and ~~charged~~general toexpense. ~~operations~~Advertising expenses were ~~approximately~~not ~~$361,000~~material ~~and~~for ~~$76,000~~the inperiods ~~2024 and 2023, respectively~~presented.

F-11

Research and development

Research and development costs are expensed as incurred. Our research and development expenses relate to engineering activities, which consist of the design and development of new products for specific customers, as well as the design and engineering of new or redesigned products for the industry in general. During the years ended October 31, ~~2024~~2025 and ~~2023~~2024, we recognized $2,~~782~~982,000 and $32,~~151~~782,000 in engineering expenses, respectively.

Income taxes

We account for income taxes under the asset and liability method, based on the income tax laws and rates in the jurisdictions in which operations are conducted and income is earned. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Developing the provision (benefit) for income taxes requires significant judgment and expertise in federal, international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Management’s judgments and tax strategies are subject to audit by various taxing authorities.

We have adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that we recognize the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. We recognize interest and penalties related to certain uncertain tax positions as a component of income tax expense and the accrued interest and penalties are included in deferred and income taxes payable in our consolidated balance sheets. See Note 7 to the consolidated financial statements included in this report for more information on the Company’s accounting for uncertain tax positions.

Stock options

For stock option grants to employees, we recognize compensation expense based on the estimated fair value of the options at the date of grant. Stock-based employee compensation expense is recognized on a straight-line basis over the requisite service period. We issue previously unissued common shares upon the exercise of stock options.

For the fiscal years ended October 31, ~~2024~~2025 and ~~2023~~2024, charges related to stock-based compensation amounted to approximately $~~924~~872,000 and $~~898~~924,000, respectively, and is classified in selling and general expense.

Earnings per share

Basic earnings per share is calculated by dividing net income (loss) ~~income~~ applicable to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares, principally those issuable upon the exercise of stock options, were issued and the treasury stock method had been applied during the period. The greatest number of shares potentially issuable upon the exercise of stock options in any period for the years ended October 31, ~~2024~~2025 and ~~2023~~2024, that were not included in the computation because they were anti-dilutive, totaled ~~874~~1,~~816~~ 005,693 and ~~811~~874,~~135~~816, respectively.

F-1312

The following table summarizes the computation of basic and diluted earnings per share:

	2024			2023
	2025			2024
Numerators:
Consolidated net loss (A)	$	(6,599,000	)	$	(3,078,000	)
Consolidated net income (loss) (A)	$	75,000		$	(6,599,000	)
Denominators:
Weighted average shares outstanding for basic earnings per share (B)		10,~~481~~647,~~835~~587			10,~~283~~481,~~449~~835
Add effects of potentially dilutive securities - assumed exercise of stock options		-123,215			-
Weighted average shares outstanding for diluted earnings per share (C)		10,~~481~~770,~~835~~802			10,~~283~~481,~~449~~835
Basic loss per share (A)/(B)	$	(0.63	)	$	(0.30	)
Basic earnings (loss) per share (A)/(B)	$	0.01		$	(0.63	)
Diluted loss per share (A)/(C)	$	(0.63	)	$	(0.30	)
Diluted earnings (loss) per share (A)/(C)	$	0.01		$	(0.63	)

Recent accounting standards

Recently issued accounting pronouncements adopted:

In ~~June~~November ~~2016~~2023, the Financial Accounting Standards Board (“FASB”) issued Accounting ~~Standard~~Standards Update (“ASU”) ~~2016~~2023-1307, ~~Financial~~Segment ~~Instruments—Credit~~Reporting ~~Losses, which requires a financial asset~~ (orTopic ~~a group of financial assets~~280): ~~measured~~Improvements ~~at amortized cost basis~~ to beReportable ~~presented~~Segment atDisclosures, ~~the~~which ~~net~~expands ~~amount~~annual ~~expected~~and tointerim bedisclosure ~~collected.~~requirements ~~The allowance~~ for ~~credit~~reportable ~~losses~~segments, isprimarily athrough ~~valuation~~enhanced ~~account~~disclosures ~~that~~about issignificant ~~deducted~~segment ~~from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset~~expenses. ~~The~~ASU ~~guidance~~2023-07 is effective for our fiscal ~~years~~year ~~beginning~~ending ~~after~~October ~~December~~31, 152025, ~~2019.~~and Infor ~~November~~interim ~~2019,~~periods ~~the~~within ~~FASB~~our ~~issued~~fiscal ~~ASU~~year ~~2019-10,~~ending ~~Financial~~October ~~Instruments—Credit~~31, ~~Losses (Topic 326)~~2026, ~~which~~with ~~pushes~~early ~~back~~adoption ~~the~~permitted. ~~effective~~The ~~date~~adoption ~~for~~of ~~public~~this ~~business~~ASU ~~entities~~on ~~that~~a ~~are~~retrospective ~~smaller~~basis ~~reporting~~did ~~companies,~~not ashave ~~defined~~a bymaterial ~~the~~effect ~~SEC,~~on toour ~~fiscal~~consolidated ~~years~~financial ~~beginning~~statements. ~~after December 15~~However, ~~2022.~~our ~~The~~segment ~~guidance~~disclosures ~~was~~have ~~effective~~been ~~for~~expanded ~~the~~to ~~Company~~include ~~beginning~~significant onsegment ~~November~~expenses 1,as ~~2023~~reviewed ~~and~~by ~~the~~our ~~adoption~~chief ofoperating ~~this~~decision ~~standard~~maker ~~had~~(“CODM”). noPlease ~~material~~see ~~impact~~Note on6 ~~the~~for ~~Company’s~~more ~~condensed consolidated financial statements or related disclosures~~details.

Recently issued accounting pronouncements not yet adopted:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our fiscal year ending October 31, 2025, and for interim periods within our fiscal year ending October 31, 2026, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to expand the disclosure requirements for income taxes, specifically related to the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for our fiscal year ending October 31, 2026, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures, which will require disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including disclosure of amounts for (i) purchases of inventory, (ii) employee compensation, (iii) depreciation and (iv) intangible asset amortization, included in each relevant expense caption such as cost of sales, selling, general and administrative expense, and research and development. In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03. The standard will be effective for our annual financial statements beginning in the fiscal year ending October 31, 2028, with early adoption permitted. We are currently evaluating the impact of this accounting standard on our financial statement presentation and its related disclosures.

Note 2 – Concentrations of credit risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We maintain our cash and cash equivalents with high-credit quality financial institutions. At October 31, ~~2024~~2025, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $~~668,000~~4.1 million.

Sales from each customer that were 10% or greater of net sales for the years ended October 31, 2025 and 2024 were as follows:

	October 31,
	2025			2024
	2024			2023
Wireless provider		10	%		-
Wireless provider		*			10	%
Distributor A		*			10	%

*Accounts ~~Less~~receivable ~~than~~from each customer that were 10% or greater of net accounts receivable for the years ended October 31, 2025 and 2024 were as follows:

For the year ended October 31, 2024, a wireless carrier customer and a distributor customer both accounted for less than 10% of total sales, and approximately 15% and 10% of the total net accounts receivable balance, respectively. For the year ended October 31, 2023, a different wireless carrier customer accounted for approximately 10% of total sales and had no accounts receivable. The same distributor customer accounted for less than 10% of sales and approximately 10% of total net accounts receivable, while another distributor customer accounted for approximately 10% of total sales and for 11% of the total net accounts receivable balance. Although the distributors have been on-going major customers of the Company and the wireless carrier is a newer customer to the Company, the written agreements with these customers do not have any minimum purchase obligations and they could stop buying our products at any time and for any reason. A reduction, delay, or cancellation of orders from these customers or the loss of these customers could significantly reduce our future revenues and profits.

	2025			2024
Wireless provider		26	%		15	%
Aerospace customer		18	%		-
Distributor customer		-			10	%

FFor the year ended October 31, 2025, a wireless provider customer accounted for approximately 10% of total sales and approximately 26% of the total net accounts receivable balance, and an aerospace customer accounted for less than 10% of total sales and approximately 18% of the total net accounts receivable balance. For the year ended October 31, 2024, a wireless provider customer and a distributor customer both accounted for less than 10% of total sales, and accounted for approximately 15% and 10% of the total net accounts receivable balance, respectively. Although the distributors have been on-14going major customers of the Company and the wireless carrier is a newer customer to the Company, the written agreements with these customers do not have any minimum purchase obligations and they could stop buying our products at any time and for any reason. A reduction, delay, or cancellation of orders from these customers or the loss of these customers could significantly reduce our future revenues and profits.

F-13

Note 3 – Inventories and major vendors

Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or net realizable value. Cost has been determined using the weighted average cost method. Inventories consist of the following (in thousands):

	2024		2023
	2025		2024
Raw materials and supplies	$	109,~~886~~269	$	1210,~~957~~886
Work in process		~~530~~715		~~439~~530
Finished goods		3,~~309~~751		53,~~334~~309
Totals	$	1413,~~725~~735	$	1814,~~730~~725

No vendors accounted for 10% of inventory purchases during the fiscal ~~year~~years ended October 31, ~~2024,~~2025 and ~~one vendor accounted for 15% of inventory purchases for the fiscal year ended October 31, 2023~~2024. We have arrangements with our vendors to purchase products based on purchase orders that we periodically issue.

Note 4 – Other current assets

Other current assets consist of the following (in thousands):

	2024		2023
	2025		2024
Prepaid taxes	$	~~262~~-	$	~~642~~262
Prepaid expense		~~699~~774		~~953~~699
Deposits		~~329~~426		~~374~~329
Other		~~140~~84		~~167~~140
Totals	$	1,~~430~~284	$	21,~~136~~430

Note 5 – Accrued expenses and other long-term liabilities

Accrued expenses consist of the following (in thousands):

	2024		2023
	2025		2024
Wages payable	$	23,~~357~~957	$	2,~~461~~357
Accrued receipts		~~762~~1,408		~~1,131~~762
Other accrued expenses		1,128		980
Deferred revenue		232		-
Totals	$	4,247	$	4,572
Other accrued expenses		1,186		1,128
Accrued settlement		855		-
Totals	$	7,638	$	4,247

Accrued receipts represent purchased inventory for which invoices have not been received.

F-15

Note 6 – Segment information

We ~~aggregate~~previously ~~operating~~managed ~~divisions~~our ~~into~~business as two ~~reporting~~reportable segments, ~~that~~the ~~have~~RF ~~similar~~Connector ~~economic~~segment ~~characteristics~~and ~~primarily in~~ the ~~following~~Custom ~~areas:~~Cabling ~~(1)~~segment. During the ~~nature~~fourth quarter of ~~the~~fiscal ~~product~~year ~~and~~2025, ~~services;~~we ~~(2)~~completed changes to the ~~nature~~structure of ~~the~~our ~~production~~organization ~~process;~~in ~~(3)~~connection ~~the~~with ~~type~~broader orrestructuring ~~class~~initiatives, including consolidation of ~~customer~~manufacturing ~~for~~operations, ~~their~~headcount ~~products~~reductions, and ~~services; (4)~~ the ~~methods~~transition ~~used~~of toour ~~distribute~~sales ~~their~~organization ~~products~~to ora ~~services;~~unified, ~~and~~customer‑centric ~~(5)~~model. ifAs ~~applicable,~~a ~~the~~result ~~nature~~ of ~~the~~these ~~regulatory~~changes, ~~environment.~~we ~~Based~~now ~~upon~~operate ~~this evaluation,~~ as ofa ~~October~~single ~~31,~~reportable ~~2024,~~segment. weComparative ~~had~~prior‑period ~~two~~segment ~~reportable~~disclosures ~~segments~~that –reflected RFthe ~~Connector~~previous ~~and~~two ~~Cable~~segments ~~Assembly~~have ~~(“RF~~been ~~Connector”)~~revised ~~segment~~to ~~and~~conform ~~Custom~~to ~~Cabling~~this ~~Manufacturing~~change ~~and~~in ~~Assembly~~our ~~(“Custom~~reportable ~~Cabling”)~~ segment.

On August 1, 2023, C Enterprises moved and transitioned its physical operations into the RF Connector office in San Diego, CA. Given the synergies in consolidating both the operating divisions into one building for purposes of management and resource allocation, C Enterprises has now been included in the RF Connector segment. Further, since the acquisition of C Enterprises in 2019, the customer base for the division has shifted more towards distribution as opposed to direct to end customer which is more aligned with the RF Connector segment. The segment change of including C Enterprise as part of the RF Connector segment was made retroactive to the beginning of our fiscal year starting November 1, 2022 and reclassified for fiscal 2022 for comparative purposes. Prior to the transition, C Enterprises was included in the Custom Cabling segment.F-14

~~The~~Our RFchief ~~Connector~~operating ~~segment~~decision ~~consists~~maker of(“CODM”), ~~three~~which ~~divisions~~is ~~and~~our ~~the~~Chief ~~Custom~~Executive ~~Cabling~~Officer, ~~segment~~evaluates ~~consists~~our offinancial ~~three~~information ~~divisions.~~such ~~While~~as ~~each~~revenue, ~~segment~~margins, ~~has~~operating ~~similar~~expenses, ~~products~~net ~~and~~income ~~services~~or loss, ~~there~~and ~~was~~other ~~little~~non- ~~overlapping~~generally ofaccepted ~~these~~accounting ~~services~~principles to(“GAAP”) ~~their~~financial ~~customer~~measures ~~base.~~on ~~The~~a ~~biggest~~consolidated ~~difference~~basis into ~~our~~allocate ~~reporting~~resources ~~segments~~and isassess inperformance. However, while the ~~channels~~Company’s ofCODM ~~sales:~~uses ~~sales~~more orthan ~~product~~one ~~and~~measure ~~services~~to ~~for~~assess performance, the RFCompany’s ~~Connector~~ segment ~~were~~disclosures ~~primarily~~do ~~through~~not ~~the~~include ~~distribution~~non-GAAP ~~channel,~~disclosures. ~~while~~The Company has determined that the ~~Custom~~disclosures ~~Cabling~~below ~~segment~~correspond ~~sales~~with ~~were~~the ~~through~~amounts ain ~~combination~~the ofconsolidated ~~distribution~~financial statements and ~~direct~~are tomost ~~the~~consistent ~~end~~with ~~customer~~GAAP.

~~Management~~The ~~identifies~~following ~~segments~~table ~~based~~presents onour ~~strategic~~single ~~business~~segment ~~units~~revenue, ~~that~~gross ~~are~~profit, insignificant ~~turn~~expenses, ~~based along market lines. These strategic business units offer products~~ and ~~services~~net toincome ~~different~~(loss) ~~markets~~for ~~in accordance with their customer base and product usage. For segment reporting purposes,~~ the RFyears ~~Connector,~~ended COctober ~~Enterprises and Microlab divisions constitutes the RF Connector segment~~31, ~~and~~2025 ~~the Cables Unlimited, Rel-Tech,~~ and ~~Schrofftech~~2024 ~~divisions~~(in ~~constitute the Custom Cabling segment.~~thousands):

As reviewed by our chief operating decision maker, we evaluate the performance of each reporting segment based on income or loss before income taxes. We charge depreciation and amortization directly to each division within the segment. Accounts receivable, inventory, property and equipment, right-of-use assets, goodwill and intangible assets are the only assets identified by segment. Except as discussed above, the accounting policies for segment reporting are the same for the Company as a whole.

	2025			2024
Net sales	$	80,586		$	64,857
Cost of goods sold:
Material cost		36,233			29,601
Salaries and benefits		13,441			12,730
Depreciation		528			557
Other costs of sales		3,648			3,098
Total cost of goods sold		53,850			45,986

Gross profit		26,736			18,871

Operating expenses:
Salaries and benefits		8,841			8,152
Engineering expense		2,982			2,782
Stock-based compensation expense		872			924
Commission and bonus		3,121			1,599
Depreciation		292			292
Amortization		1,643			1,687
Corporate and public company fees		1,615			1,513
Selling and general		4,556			4,544
Non-cash and one-time charges		1,029			201
Total operating expenses		24,951			21,694

Operating income (loss)		1,785			(2,823	)

Other expense		(972	)		(980	)

Income (loss) before provision for income taxes		813			(3,803	)
Provision for income taxes		738			2,796

Consolidated net income (loss)	$	75		$	(6,599	)

Total assets	$	73,046		$	71,046

Expenditures for Segment Assets	$	235		$	738

~~All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers.~~ The ~~following~~Company’s ~~table~~single ~~presents~~reportable ~~the~~segment ~~sales~~total byassets ~~geographic~~equal ~~area~~consolidated ~~for~~total ~~the years ended October 31, 2024 and 2023 (in thousands):~~assets.

	2024		2023
United States	$	58,843	$	65,781
Foreign Countries:
Canada		3,825		2,183
Italy		248		1,802
China		531		310
United Kingdom		523		393
All Other		887		1,699
		6,014		6,387
Totals	$	64,857	$	72,168

F-15

The following table presents revenue for the products and solutions that we offer as of October 31, 2025 and 2024 (in thousands):

	2025				2024
Interconnect	$	24,958	31	%	$	25,883	40	%
Custom Cabling		26,062	32	%		17,986	28	%
Integrated Solutions		29,566	37	%		21,006	32	%
Total net sales	$	80,586	100	%	$	64,875	100	%

All of our operations are conducted in the United States; however, we derive a portion of our revenue from export sales. We attribute sales to geographic areas based on the location of the customers. The following table presents the sales by geographic area for the years ended October 31, 2025 and 2024 (in thousands):

	2025		2024

United States	$	73,836	$	58,843
Foreign Countries:
Canada		4,814		3,825
Germany		626		166
China		368		531
All Other		942		1,492
		6,750		6,014

Totals	$	80,586	$	64,857

Note 7 – Income tax provision

The provision for income taxes for the fiscal years ended October 31, 2025 and 2024 consists of the following (in thousands):

	2025		2024
Current:
Federal	$	619	$	-
State		82		93
		701		93

Deferred:
Federal		21		1,942
State		16		761
		37		2,703

	$	738	$	2,796

F-16

~~Net~~Income ~~sales,~~tax ~~income~~at ~~(loss)~~the ~~before~~federal ~~provision~~statutory ~~(benefit)~~rate ~~for~~is ~~income~~reconciled ~~taxes~~to ~~and~~our ~~other~~actual ~~related~~net ~~segment~~provision ~~information~~ for ~~the~~income ~~years~~taxes ~~ended October 31, 2024 and 2023 are~~ as follows (in thousands, except percentages):

	RF Connector			Custom Cabling
	2025						2024
	and			Manufacturing and
				% of Pretax						% of Pretax
2024	Cable Assembly			Assembly			Corporate			Total
	Amount			Income			Amount			Loss
Net sales	$	37,871		$	26,986		$	-		$	64,857
U.S. federal statutory tax rate	$	171			21.1	%	$	(799	)		21.0	%
(Loss) income before provision (benefit) from income taxes		(3,720	)		1,097			(1,180	) (1)		(3,803	)
State and local taxes, net of federal tax benefit		(105	)		-12.9	%		(170	)		4.5	%
Depreciation and amortization		2,132			404			-			2,536
Permanent differences		16			2.0	%		14			-0.4	%
Total assets		47,537			20,552			2,957			71,046
Stock options		12			1.5	%		45			-1.2	%
Expenditures for Segment Assets		704			34			-			738
Foreign derived intangible income deduction		(27	)		-3.3	%		-			0.0	%
2023
IRC 162(m) disallowance		45			5.5	%		-			0.0	%
Net sales	$	45,941		$	26,227		$	-		$	72,168
R&D credits		(153	)		-18.8	%		(102	)		2.7	%
Loss before benefit from income taxes		(1,463	)		(1,479	)		(1,307	) (1)		(4,250	)
Uncertain tax position reserves		5			0.6	%		3			-0.1	%
Depreciation and amortization		1,932			501			-			2,433
Return-to-provision adjustments		19			2.3	%		(34	)		0.9	%
Total assets		55,466			17,009			9,803			82,278
Change in the valuation allowance on deferred tax assets		755			93.0	%		3,839			-100.9	%
Expenditures for Segment Assets		2,396			87			-			2,483
Income tax expense	$	738			91.0	%	$	2,796			-73.5	%

(1) Corporate charges are primarily interest expense and non-cash and other one-time expense

Note 7 – Income tax provision (benefit)

The provision (benefit) for income taxes for the fiscal years ended October 31, 2024 and 2023 consists of the following (in thousands):

	2024		2023
Current:
Federal	$	-	$	(501	)
State		93		6
		93		(495	)
Deferred:
Federal		1,942		(438	)
State		761		(239	)
		2,703		(677	)
	$	2,796	$	(1,172	)

Income tax at the federal statutory rate is reconciled to our actual net provision (benefit) for income taxes as follows (in thousands, except percentages):

	2024						2023
				% of Pretax						% of Pretax
	Amount			Loss			Amount			Income
U.S. federal statutory tax rate	$	(799	)		21.0	%	$	(893	)		21.0	%
State and local taxes, net of federal tax benefit		(170	)		4.5	%		(212	)		5.0	%
Permanent differences		14			-0.4	%		15			-0.4	%
Stock options		45			-1.2	%		88			-2.1	%
R&D credits		(102	)		2.7	%		(238	)		5.6	%
Uncertain tax position reserves		3			-0.1	%		13			-0.3	%
Return-to-provision adjustments		(34	)		0.9	%		(69	)		1.6	%
Change in the valuation allowance on deferred tax assets		3,839			-100.9	%		124			-2.9	%
Income tax expense	$	2,796			-73.5	%	$	(1,172	)		27.5	%

F-17

The significant components of deferred income taxes were as follows (in thousands):

	2024			2023
	2025			2024
Deferred Tax Assets:
Allowance for obsolete and slow moving inventory	$	522		$	434
Reserves	$	1,001		$	561
Allowance for credit losses		39			63
Compensation accruals		294			264
Compensation accruals		264			275
Stock-based compensation awards		278			328
Stock-based compensation awards		328			213
Uniform capitalization		404			277
Uniform capitalization		277			208
Lease liability		4,761			5,221
Lease liability		5,221			5,177
Others		88			55
Others		55			94
Capitalized Section 174 Costs		1,543			1,209
Capitalized Section 174 Costs		1,209			864
Research and development tax credits		219			282
Research and development tax credit		282			128
163(j) interest carryforward		181			347
163(j) interest carryforward		347			118
Gross deferred tax assets		8,769			8,544
Gross deferred tax assets		8,544			7,574
Valuation allowance		(4,716	)		(3,962	)
Valuation allowance		(3,962	)		(124	)
Total deferred tax assets		4,053			4,582
Total deferred tax assets		4,582			7,450
Deferred Tax Liabilities:
Amortization / intangible assets		(~~172~~158	)		(~~192~~172	)
ROU assets		(3,~~880~~514	)		(3,~~942~~880	)
Depreciation / equipment and furnishings		(~~740~~628	)		(~~822~~740	)
Gross deferred tax liabilities		(4,~~792~~300	)		(4,~~956~~792	)
Net deferred tax asset/(liabilities)	$	(~~210~~247	)	$	~~2,494~~(210	)

Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company assesses all positive and negative evidence in determining if, based on the weight of such evidence, a valuation allowance is required to be ~~recorded~~maintained against the deferred tax assets as of October 31, ~~2024~~2025. The Company has evaluated future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In making such judgements, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, ~~including~~ the ~~recent trend of losses, the~~ Company ~~has~~continues ~~determined~~to maintain that it is not more likely than not that all of its deferred tax assets will be realized, and therefore, has ~~recorded~~maintained a partial valuation allowance of $34.87 million and $4.0 million against its federal and ~~combined~~ state deferred tax assets as of October 31, ~~2024.~~2025 ~~The change in valuation allowance was $3.8 million~~ and ~~$0.1 million for fiscal~~ 2024 ~~and 2023~~, respectively.

At October 31, 2024, the Company has gross state net operating loss (NOL) carryforwards of $0.6 million. The state NOL carryforwards of $0.6 million will begin to expire in 2029 unless previously utilized. At October 31, 2024, the Company also has IRC 163(j) interest carryforwards of $1.5 million, which will carry forward indefinitely. At October 31, 2024, the Company also has US federal and state research and development credit carryforwards of $0.1 million and $0.3 million, respectively. The federal credit carryforwards will begin to expire in 2044 unless previously utilized. The state credit carryforwards of $0.2 million will begin to expire in 2029 unless previously utilized and the remainder will carry forward indefinitely.F-17

~~The~~At ~~provision~~October ~~(benefit)~~31, ~~for~~2025, ~~income~~the ~~taxes~~Company ~~was~~has ~~$2.8~~gross ~~million~~state ornet operating loss (~~73.5%~~NOL) ~~and~~carryforwards (of $1.2 million). orThe ~~27.5%~~state NOL carryforwards of ~~income~~$0.3 ~~before~~million ~~income~~will ~~taxes~~begin ~~for~~to ~~fiscal~~expire ~~2024~~in 2044 unless previously utilized and ~~2023,~~the ~~respectively.~~remainder ~~The~~will ~~fiscal~~carry ~~2024~~forward ~~effective~~indefinitely. ~~tax~~At ~~rate~~October ~~differed~~31, ~~from~~2025, the ~~statutory~~Company ~~federal~~also ~~rate~~has IRC 163(j) interest carryforwards of ~~21%~~$0.8 ~~primarily~~million, aswhich awill ~~result~~carry offorward indefinitely. At October 31, 2025, the ~~tax~~Company ~~benefit~~also ~~from~~has state research and development ~~tax~~credit ~~credits, the~~carryforwards ~~change~~of in$0.3 ~~valuation~~million, ~~allowance~~respectively. ~~for~~The ~~deferred~~state ~~tax~~credit ~~assets~~carryforwards ~~and~~of ~~state~~$0.3 ~~taxes~~million aswill ~~shown~~begin to expire in ~~the~~2029 ~~effective~~unless ~~tax~~previously ~~rate~~utilized ~~reconciliation~~and ~~table~~the ~~above~~remainder will carry forward indefinitely.

The provision for income taxes was $0.7 million or 91% and $2.8 million or (73.5%) of income before income taxes for fiscal 2025 and 2024, respectively. The fiscal 2025 effective tax rate differed from the statutory federal rate of 21% primarily as a result of the tax benefit from research and development tax credits, the change in valuation allowance and state taxes.

The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.

~~F-18~~A reconciliation of the beginning and ending balance to total uncertain tax positions in fiscal years ended October 31, 2025 and 2024 are as follows:

A reconciliation of the beginning and ending balance to total uncertain tax positions in fiscal years ended October 31, 2024 and 2023 are as follows:

	2025			2024
Balance, at beginning of year	$	186		$	178
Increase for tax positions related to the current year		57			47
Increase (decrease) for tax positions related to prior years		(10	)		(10	)
Statute of limitations expirations		(16	)		(29	)
Balance, at end of year	$	217		$	186

	2024			2023
Balance, at beginning of year	$	178		$	121
Increase for tax positions related to the current year		47			78
Increase (decrease) for tax positions related to prior years		(10	)		2
Statute of limitations expirations		(29	)		(23	)
Balance, at end of year	$	186		$	178

We had gross unrecognized tax benefits of $217,000 and $186,000 attributable to U.S. federal and state research tax credits as of October 31, 2025 and 2024 respectively. During fiscal 2025, the increase in our gross unrecognized tax benefit was primarily related to increased federal and state research tax credits being generated. The uncertain tax benefit of $69,000 is recorded as a reduction to deferred tax assets and the remainder is recorded in income taxes payable in our consolidated balance sheet and if recognized in the future would impact our effective tax rate. We recognize interest and penalties related to uncertain tax positions in income tax expense. We recognized expense of approximately $32,000 and $28,000 during the years ended October 31, 2025 and 2024, respectively. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. However, it is possible that certain changes may occur within the next twelve months, but we do not anticipate that our accrual for uncertain tax positions will change by a material amount over the next twelve-month period.

We ~~had~~are ~~gross~~subject ~~unrecognized~~to ~~tax~~taxation ~~benefits~~in ofthe ~~$186,000~~United ~~and~~States ~~$178,000 attributable to U.S. federal~~ and state ~~research~~jurisdictions. Our tax ~~credits~~years asfor of October 31, ~~2024~~2022 and ~~2023,~~forward ~~respectively.~~are ~~During~~subject ~~fiscal 2024, the increase in our gross unrecognized tax benefit was primarily related~~ to ~~increased~~examination ~~federal~~by ~~and state research tax credits being generated. The uncertain tax benefit of $81,000 is recorded as a reduction to deferred tax assets and~~ the ~~remainder~~United isStates ~~recorded in income taxes payable in our consolidated balance sheet~~ and if recognized in the future would impact our effective tax rate. We recognize interest and penalties related to uncertain tax positions in income tax expense. We recognized expense of approximately $28,000 and $20,000 during the years ended October 31, ~~2024~~2021 and ~~2023,~~forward ~~respectively.~~with Westate ~~believe that an adequate provision has been made for any adjustments that may result from~~ tax ~~examinations~~authorities. However, it is possible that certain changes may occur within the next twelve months, but we do not anticipate that our accrual for uncertain tax positions will change by a material amount over the next twelve-month period.

We are subject to taxation in the United States and state jurisdictions. Our tax years for October 31, 2021 and forward are subject to examination by the United States and October 31, 2020 and forward with state tax authorities.

Note 8 – Stock options

Incentive and non-qualified stock option plans

On July 22, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”). In September 2020, the Company’s stockholders approved the 2020 Plan by vote as required by NASDAQ. An aggregate of 1,250,000 shares of common stock was set aside and reserved for issuance under the 2020 Plan. At its annual meeting held on September 5, 2024, the Company’s stockholders approved an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance under the plan by 1,000,000 shares. As of October 31, ~~2024~~2025, 1974,~~299,269~~022 shares of common stock were remaining for future grants of stock options under the 2020 Plan.

Additional disclosures related to stock option plans

On January 11, ~~2023~~2024, we granted aincentive ~~total~~stock ofoptions ~~54,092~~to ~~shares~~Mr. ofDawson ~~restricted~~for ~~stock~~the ~~and~~purchase ~~108~~of 116,~~181~~667 ~~incentive~~shares, ~~stock~~Mr. ~~options~~Yin tofor ~~one~~the ~~manager~~purchase ~~and~~of ~~three~~41,667 ~~officers~~shares, ~~respectively~~and Mr. ~~The~~Bibisi ~~shares~~for the purchase of ~~restricted~~41,667 ~~stock~~shares. ~~and~~The incentive stock options vest over four years as follows: (i) one-quarter of the ~~restricted shares and~~ options shall vest on January 1011, ~~2024~~2025 and (ii) the remaining ~~restricted shares and~~ options shall vest in 12 equal quarterly installments over the next three years. Also on January 11, 2023, we granted another manager 50,000 incentive stock options. As of October 31, 2023, the 50,000 incentive stock options granted to manager were cancelled and forfeited as the manager was no longer employed. All incentive stock options expire 10 years from the date of grant.

On August 29, 2023, we granted one employee 10,000 incentive stock options. These options vested with respect to 2,500 shares on the date of grant, and the remaining shares vests in equal installments thereafter on each of the next three anniversaries of August 29, 2023. The options expire 10 years from the date of grant.

On January 11, 2024, we granted incentive stock options to Mr. Dawson for the purchase of 116,667 shares, Mr. Yin for the purchase of 41,667 shares, and Mr. Bibisi for the purchase of 41,667 shares. The incentive stock options vest over four years as follows: (i) one-quarter of the options shall vest on January 11, 2025 and (ii) the remaining options shall vest in 12 equal quarterly installments over the next three years. All incentive stock options expire 10 years from the date of grant. No other options were granted to the named executive officers during the year ended October 31, 2024.

On April 16, 2024, we granted a total of 25,000 incentive stock options to three managers. The shares of incentive stock options vest over four years as follows: (i) one-quarter of the options shall vest on April 16, 2025 and (ii) the remaining and options shall vest in 12 equal quarterly installments over the next three years.

NoOn ~~other~~December 2, 2024, we granted a total of 47,500 incentive stock options to seven managers. The shares orof incentive stock options ~~were~~vest ~~granted~~equally toover ~~Company~~four ~~employees~~years ~~during~~as ~~fiscal~~follows: ~~2024~~(i) one-quarter of the options shall vest on December 2, 2025 and (ii) the remaining options shall vest in three equal annual installments over the next three years.

~~The fair value of each option granted in 2024 and 2023 was estimated on the grant date using the Black~~F-~~Scholes option pricing model with the following assumptions:~~18

	2024			2023
Weighted average volatility		53.16	%		54.27	%
Expected dividends		0.00	%		0.00	%
Expected term (in years)		7.0			7.0
Risk-free interest rate		4.00	%		3.78	%
Weighted average fair value of options granted during the year	$	1.76		$	3.15
Weighted average fair value of options vested during the year	$	2.88		$	2.80

On January 13, 2025, we granted incentive stock options to Mr. Dawson for the purchase of 87,500 shares, Mr. Yin for the purchase of 31,250 shares, Mr. Bibisi for the purchase of 31,250 shares, and to two managers for a the purchase of 15,000 shares. The incentive stock options vest over four years as follows: (i) one-quarter of the options shall vest on January 13, 2026 and (ii) the remaining options shall vest in 12 equal quarterly installments over the next three years.

No other shares or options were granted to Company employees during fiscal 2025.

The fair value of each option granted in 2025 and 2024 was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:

	2025			2024
Weighted average volatility		44.37	%		53.16	%
Expected dividends		0.00	%		0.00	%
Expected term (in years)		6.1			7.0
Risk-free interest rate		4.54	%		4.00	%
Weighted average fair value of options granted during the year	$	1.85		$	1.76
Weighted average fair value of options vested during the year	$	2.32		$	2.88

Expected volatilities are based on historical volatility of our stock price and other factors. We used the historical method to calculate the expected life of the 2025 and 2024 option grants. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on the U.S. Treasury rate with a maturity date corresponding to the options’ expected life. The dividend yield is based upon the historical dividend yield on the Company’s common stock.

Additional information regarding all of our outstanding stock options at October 31, 2025 and 2024 and changes in outstanding stock options in 2025 and 2024 follows:

	2025					2024
	Shares or			Weighted		Shares or			Weighted
	Price Per			Average		Price Per			Average
	Share			Exercise Price		Share			Exercise Price
Outstanding at beginning of year		874,816		$	5.10		754,186		$	6.04
Options granted		212,500		$	3.97		245,001		$	3.01
Options exercised		(56,623	)	$	4.32		-		$	-
Options canceled or expired		(25,000	)	$	8.69		(124,371	)	$	6.42
Options outstanding at end of year		1,005,693		$	4.81		874,816		$	5.10

Options exercisable at end of year		573,431		$	5.44		478,986		$	5.95

Options vested and expected to vest at end of year		1,005,693		$	4.81		874,816		$	5.10

Option price range at end of year	$1.90 - $8.69					$1.90 - $8.69

Aggregate intrinsic value of options exercised during year	$	57,756				$	-

Weighted average remaining contractual life of options outstanding as of October 31, 2025: 6.66 years

Weighted average remaining contractual life of options exercisable as of October 31, 2025: 5.48 years

Weighted average remaining contractual life of options vested and expected to vest as of October 31, 2025: 6.66 years

Aggregate intrinsic value of options outstanding at October 31, 2025: $3,068,000

Aggregate intrinsic value of options exercisable at October 31, 2025: $1,406,000

Aggregate intrinsic value of options vested and expected to vest at October 31, 2025: $3,068,000

F-19

~~Expected~~As ~~volatilities are based on historical volatility~~ of ~~our~~October ~~stock~~31, ~~price~~2025, $888,000 and ~~other~~$904,000 ~~factors.~~of Weexpense ~~used~~with ~~the~~respect ~~historical method~~ to ~~calculate~~nonvested ~~the~~stock ~~expected~~options ~~life of the 2024~~ and ~~2023~~restricted ~~option~~shares, ~~grants.~~respectively, ~~The~~has ~~expected~~yet ~~life~~to ~~represents~~be ~~the~~recognized ~~period~~but ofis ~~time that options granted are~~ expected to be ~~outstanding.~~recognized ~~The~~over ~~risk-free~~a ~~rate~~weighted isaverage ~~based~~period onof ~~the U~~1.S.2 ~~Treasury~~and ~~rate with a maturity date corresponding to the options’ expected life~~1.1 ~~The~~years, ~~dividend yield is based upon the historical dividend yield on the Company’s common stock~~respectively.

Additional information regarding all of our outstanding stock options at October 31, 2024 and 2023 and changes in outstanding stock options in 2024 and 2023 follows:

	2024							2023
	Shares or					Weighted		Shares or					Weighted
	Price Per					Average		Price Per					Average
	Share					Exercise Price		Share					Exercise Price
Outstanding at beginning of year		754,186				$	6.04		691,005				$	5.87
Options granted		245,001				$	3.01		168,181				$	5.36
Options exercised		-				$	-		(45,000			)	$	1.90
Options canceled or expired		(124,371			)	$	6.42		(60,000			)	$	5.33
Options outstanding at end of year		874,816				$	5.10		754,186				$	6.04
Options exercisable at end of year		478,986				$	5.95		479,588				$	6.10
Options vested and expected to vest at end of year		874,816				$	5.10		748,358				$	6.13
Option price range at end of year		$1.90	-	$8.69					$1.90	-	$8.69
Aggregate intrinsic value of options exercised during year	$	-						$	144,005

Weighted average remaining contractual life of options outstanding as of October 31, 2024: 6.42 years

Weighted average remaining contractual life of options exercisable as of October 31, 2024: 4.91 years

Weighted average remaining contractual life of options vested and expected to vest as of October 31, 2024: 6.42 years

Aggregate intrinsic value of options outstanding at October 31, 2024: $73,000

Aggregate intrinsic value of options exercisable at October 31, 2024: $50,000

Aggregate intrinsic value of options vested and expected to vest at October 31, 2024: $73,000

As of October 31, 2024, $904,000 and $704,000 of expense with respect to nonvested stock options and restricted shares, respectively, has yet to be recognized but is expected to be recognized over a weighted average period of 1.2 and 1.1 years, respectively.

F-20

Note 9 – Retirement plan

We have a 401(k) plan available to our employees. For the years ended October 31, ~~2024~~2025 and ~~2023~~2024, we contributed and recognized as an expense of $~~533~~523,000 and $~~567~~533,000, respectively, which amounts represented 3% of eligible employee earnings under the Company’s Safe Harbor Non-elective Employer Contribution Plan.

Note 10 – Term Loan and Line of credit

InOn ~~February~~March ~~2022~~15, 2024, we entered into a loan ~~agreement (the “BofA Loan Agreement”) providing for a revolving line of credit (the “BofA Revolving Credit Facility”) in the amount of $3.0 million~~ and a $17.0 million term loan (“BofA Term Loan”, and together with the BofA Revolving Credit Facility, the “BofA Credit Facility”) with Bank of America, N.A. (“BofA”). Amounts outstanding under the BofA Revolving Credit Facility bore interest at a rate of 2.0% plus the Bloomberg Short-Term Bank Yield Index Rate. All amounts outstanding pursuant to the BofA Credit Facility were repaid by us and the BofA Loan Agreement was terminated in connection with us entering into a new loan and security agreement (the “EBC Credit Agreement”) with Eclipse Business Capital, as administrative agent (“EBC”) onand ~~March~~used ~~15,~~proceeds ~~2024.~~from ~~Borrowings~~the initial drawings under the ~~BofA~~EBC Credit ~~Facility~~Facilities ~~were~~(as ~~secured~~defined bybelow) ato ~~security~~repay ~~interest~~ in ~~certain~~full ~~assets~~outstanding ofobligations under the ~~Company~~our ~~and~~previous ~~were subject to certain~~ loan ~~covenants.~~agreement ~~The~~and ~~BofA~~to ~~Credit~~pay ~~Facility~~fees, ~~required~~premiums, ~~the~~costs ~~maintenance~~and ~~of certain financial covenants~~expenses, including: ~~(i)~~fees ~~consolidated~~payable ~~debt~~in toconnection ~~EBITDA~~with ~~ratio~~the ~~not~~EBC toCredit ~~exceed 3~~Agreement.00 toOur ~~1.00~~previous ~~(the~~loan ~~“Debt~~agreement ~~Test”);~~with ~~(ii)~~Bank ~~consolidated fixed charge coverage ratio~~ of atAmerica, ~~least 1~~N.~~25 to 1~~A.00 ~~(the~~was ~~“FCCR~~terminated ~~Test”);~~upon ~~and~~entry ~~(iii)~~into ~~consolidated minimum EBITDA of at least $600,000 for~~ the ~~discrete~~EBC ~~quarter ended January 31, 2022. In addition, the BofA~~ Credit ~~Facility~~Agreement ~~contained~~and ~~customary~~is ~~affirmative~~no ~~and~~longer ~~negative~~in ~~covenants~~effect.

OnThe ~~September~~EBC ~~12,~~Credit ~~2023, we entered into Amendment No. 1 and Waiver to the BofA Loan~~ Agreement ~~(“Loan~~provides ~~Amendment~~for ~~No. 1”~~(i) ~~with~~a ~~BofA,~~senior ~~which,~~secured ~~among~~revolving ~~other~~loan ~~matters,~~facility ~~provided for a one-time waiver~~ of ~~our~~up ~~failure~~ to ~~comply~~$15.0 ~~with~~million (i) the ~~Debt~~“EBC ~~Test~~Revolving ~~for~~Loan ~~the~~Facility”) ~~period ended July 31, 2023~~ and (ii) ~~the~~a ~~FCCR~~senior ~~Test~~secured ~~for~~revolving ~~the~~credit ~~period~~facility ~~ended~~of ~~July~~up ~~31,~~to ~~2023~~$1.0 ~~Loan~~million ~~Amendment~~(the ~~No.~~“EBC 1Additional ~~also~~Line” ~~waived~~and, ~~testing~~together ~~for compliance~~ with the ~~Debt~~EBC ~~Test~~Revolving ~~and~~Loan ~~FCCR~~Facility, ~~Test for~~ the ~~quarterly~~“EBC ~~periods~~Credit ~~ending~~Facilities”) ~~October~~(with ~~31,~~a ~~2023,~~$3.0 million ~~January~~swingline ~~31,~~loan ~~2024,~~sublimit). ~~April~~On ~~30,~~June ~~2024 and July 31~~14, 2024~~. Further~~, ~~pursuant~~the toparties ~~Loan~~entered ~~Amendment~~into ~~No.~~the 1,First weAmendment ~~were~~to ~~required~~the toEBC ~~maintain~~Credit ~~(i)~~Agreement (a)the ~~until~~“First ~~September 21~~Amendment”), ~~2023,~~which ~~minimum~~provided ~~liquidity~~for ~~(week-end~~a ~~cash~~modified ~~balance~~EBC ~~plus~~Additional ~~availability~~Line ~~from the BofA Revolving Credit Facility)~~ of $41.0 million, ~~and~~through ~~(b)~~July ~~from~~12, ~~September~~2024, 22$666,666.67 from ~~2023~~July ~~and thereafter~~13, ~~liquidity~~2024 ~~equal~~through toAugust ~~the~~11, ~~greater~~2024 ofand ~~(1)~~ $4333,333.034 from ~~million~~August or12, ~~(2)~~2024 ~~80%~~through ofSeptember ~~the~~10, ~~liquidity~~2024. ~~that~~Availability ~~had~~of ~~been~~borrowings ~~forecast~~under ~~for this date at~~ the ~~fourth~~EBC ~~week~~Credit ofFacilities ~~the~~are ~~forecast~~based ~~and~~upon ~~(ii)~~a ~~minimum~~borrowing ~~EBITDA~~base offormula ~~($400,000), $500,000, $1.0 million,~~ and ~~$1.0~~periodic ~~million~~borrowing ~~for~~base ~~the~~certifications ~~quarters~~valuing ~~ending~~certain ~~October~~of ~~31,~~our ~~2023,~~accounts ~~January~~receivable ~~31,~~and ~~2024~~inventories, ~~April~~as ~~30,~~reduced ~~2024,~~by ~~and~~certain ~~July 31~~reserves, ~~2024,~~if ~~respectively~~any.

On January 26, 2024, we entered into Amendment No. 2 to the BofA Loan Agreement (“Loan Amendment No. 2”) with BofA, which, among other matters, eliminated the requirement to maintain minimum EBITDA of $500,000 for the quarter ending January 31, 2024. Under Loan Amendment No. 2, the line of credit available to the Company under the BofA Revolving Credit Facility was lowered from $3.0 million to $500,000. Further, Loan Amendment No. 2 required that we maintain from September 22, 2023 and thereafter, liquidity of at least $2.0 million, rather than the greater of $4.0 million or 80% of the forecast liquidity as was required under Loan Amendment No. 1. Under Loan Amendment No. 2, the Company would have been required to pay an additional fee equal to 1% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan if the BofA Credit Facility was not repaid in full on or before March 1, 2024. This additional fee, if applicable, would have been due on March 2, 2024. Further, Loan Amendment No. 2 required that the Company make an additional principal payment of $1.0 million on the BofA Term Loan on March 1, 2024, in addition to the existing monthly payments due on the BofA Term Loan. In connection with Loan Amendment No. 2, we paid BofA a $500,000 paydown on the BofA Revolving Credit Facility, thereby reducing the outstanding balance from $1.0 million to $500,000. Loan Amendment No. 2 was considered a modification under ASC 470, Debt.

On February 29, 2024, we entered into Amendment No. 3 to the BofALoan Agreement (“Loan Amendment No. 3”) with BofA, which, among other matters, deferred the requirement that the Company make an additional principal payment of $1.0 million on the BofA Term Loan, from March 1, 2024, as was required under Loan Amendment No. 2, to April 1, 2024. Further, Loan Amendment No. 3 reduced the additional fee the Company was required to pay BofA on March 2, 2024 from 1% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024 as required under Loan Amendment No. 2, to 0.50% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024. Additionally, Loan Amendment No. 3 required the Company to pay BofA a fee equal to 0.50% of the collective outstanding principal balances of the BofA Revolving Credit Facility and BofA Term Loan as of March 1, 2024, if the BofA Credit Facility was not repaid in full on or before April 2, 2024 (the “April 2024 Fee”). The April 2024 Fee, if applicable, would have been due on April 2, 2024. We were not required to pay the April 2024 Fee based on our repayment of the BofA Credit Facility prior to April 2, 2024. Under Loan Amendment No. 3, the Company was required to maintain liquidity of at least $2.0 million and pay the remaining outstanding balance of $500,000 on the BofA Revolving Credit Facility by March 1, 2024, as required under Loan Amendment No. 2. Loan Amendment No. 3 was considered a modification under ASC 470, Debt.

F-21

In the absence of an Event of Default (as defined in the EBC Credit Agreement) or certain other events (including the inability of EBC to determine the secured overnight financing rate “SOFR”), borrowings under (a) the EBC Revolving Loan Facility accrue interest at a rate of the one-month term SOFR reference rate plus an adjustment of 0.11448% (“Adjusted Term SOFR”) plus 5.00%, and (b) the EBC Additional Line accrue interest at a rate of Adjusted Term SOFR plus 6.50%, in each case subject to a floor of 2.00% for Adjusted Term SOFR. We will be required to pay a commitment fee of 0.50% per annum for the unused portion of the EBC Revolving Loan Facility. In addition to the foregoing unused commitment fee, we are required to pay certain other administrative fees pursuant to the terms of the EBC Credit Agreement.

Borrowings under the EBC Credit Agreement are secured by a security interest in certain assets of the Company and are subject to certain loan covenants. The EBC Credit Facilities require the maintenance of certain financial covenants, including (i) Excess Availability (as defined in the EBC Credit Agreement) of at least, as of any date of determination, an amount equal to the greater of (a) $1.0 million and (b) 10% of the Adjusted Borrowing Base (as defined in the EBC Credit Agreement), unless as of the last day of the most recent month for which the monthly financial statements and the related compliance certificate have been or are required to have been delivered to EBC, the Fixed Charge Coverage Ratio (as defined in the EBC Credit Agreement) for the ~~twelve~~12 consecutive calendar month period then ended is greater than 1.10 to 1.00; and (ii) a capital expenditure limitation limiting the aggregate cost of all Capital Expenditure (as defined in the EBC Credit Agreement) to $2.5 million during any fiscal year. In addition, the EBC Credit Facilities contain customary affirmative and negative covenants.

WeOn ~~filed~~November 5, 2025, the parties entered into the Second Amendment to the EBC Credit Agreement as(the ~~Exhibit~~“Second 10Amendment”).3 The Second Amendment amended the EBC Credit Agreement to, ~~our~~among ~~Quarterly~~other ~~Report~~things, on(i) ~~Form~~extend ~~10-Q~~the ~~for~~maturity date of the ~~quarter~~EBC ~~ended~~Revolving ~~January~~Loan 31Facility to March 15, ~~2024~~2029, (ii) decrease the minimum EBC Revolving Loan Facility outstanding principal amount to $4.0 million and (iii) decrease the ~~First~~interest ~~Amendment~~rate for the EBC Revolving Loan Facility to Adjusted Term SOFR or the base rate, as ~~Exhibit~~applicable, 10plus the Applicable Margin (as defined in the EBC Credit Agreement).1 toThe ~~our~~Applicable ~~Quarterly~~Margin ~~Report~~is ondetermined ~~Form~~quarterly 10under a two-Qprong pricing grid based on both the Average Excess Availability (as defined in the EBC Credit Agreement) and Fixed Charge Coverage Ratio for the ~~quarter~~most recently ended ~~July~~fiscal 31quarter, ~~2024~~as set forth on Annex IV to the EBC Credit Agreement, as amended.

~~Debt~~We ~~issuance~~filed ~~costs~~the ~~related~~EBC Credit Agreement as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the ~~EBC~~quarter ~~Credit~~ended ~~Agreement~~January ~~totaled~~31, ~~$412~~2024,~~000~~ the First Amendment as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended July 31, 2024 and ~~were~~the ~~included~~Second Amendment as ~~part~~Exhibit of10.1 to our ~~other~~Current ~~long~~Report on Form 8-~~term~~K ~~assets~~filed ~~balance~~on November 6, 2025.

AsDebt ofissuance ~~October~~costs ~~31,~~related ~~2024,~~to ~~our outstanding borrowings under~~ the EBC Credit Agreement ~~were~~totaled $8238,~~197,~~000. Inand ~~accordance~~were ~~with~~included ~~ASC~~as ~~470-10-45,~~part ~~Other~~of ~~Presentations~~our ~~Matters~~other long-term ~~General,~~assets ~~we have classified the outstanding borrowings as part of current liabilities~~balance.

As of October 31, 2025, our outstanding borrowings under the EBC Credit Agreement were $7,836,000. In accordance with ASC 470-10-45, Other Presentations Matters - General, we have classified the outstanding borrowings as part of current liabilities.

F-20

Note 11 – Related party transactions

A portion of our operating space is leased from K&K Unlimited, a company controlled by Darren Clark, the former owner and current President of Cables Unlimited. Cables Unlimited monthly rent expense under the lease was $1618,000 through May 30, ~~2024~~2025 then the monthly expense increased to $18,~~000~~540 for the remainder of the year. The monthly payments also include all utilities, janitorial expense, routine maintenance costs, and costs of insurance for Cables Unlimited’s business operations and equipment. During the fiscal years ended October 31, ~~2024~~2025 and ~~2023~~2024, we paid a total of $~~218~~237,000 and $~~208~~218,000 under the leases, respectively.

During fiscal 2023, we paid royalties to Elmec Ltd. (“Elmec”), a European-based company that owns the intellectual property that is used in Schrofftech’s products. One third of Elmec is jointly owned by David Therrien and Richard DeFelice, two of the former owners and current President and Vice President, respectively, of Schrofftech. For the year ended October 31, 2023, we paid a total of $24,000 of royalty payments to Elmec. The expenses related to these transactions are included in cost of goods sold. There were no royalty payments made for the year ended October 31, 2024.

F-22

Note 12 – Cash dividend and declared dividends

We did not pay or declare any dividends during fiscal year ~~2024~~2025, nor during fiscal year ~~2023~~2024.

Note 13 – Commitments

We adopted ASU 2016-02 on November 1, 2019, and elected the practical expedient modified retrospective method whereby the lease qualification and classification was carried over from the accounting for leases under ASC 840. The lease contracts for the corporate headquarters, RF Connector division manufacturing facilities, Cables Unlimited, Rel-Tech, and C Enterprises commenced prior to the effective date of November 1, 2019, and were determined to be operating leases. All other new contracts have been assessed for the existence of a lease and for the proper classification into operating leases. The rate implicit in the leases was undeterminable and, therefore, the discount rate used in all lease contracts is our incremental borrowing rate.

We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of one year to five years. A portion of our operating leases are leased from K&K Unlimited, a company controlled by Darren Clark, the former owner and current President of Cables Unlimited, to whom we make rent payments of $1618,000 to $18,~~000~~500 per month.

We also have other operating leases for certain equipment. The components of our facilities and equipment operating lease expenses for the years ended October 31, ~~2024~~2025 and ~~2023~~2024 were as follows (in thousands):

	Fiscal Year Ended		Fiscal Year Ended
	2025		2024
	October 31, 2024		October 31, 2023
Operating lease cost	$	2,954	$	2,956
Operating lease cost	$	2,956	$	2,872

On June 27, 2023, we entered into a Managed Client Agreement with RGN-MCA San Diego II, LLC (“IWG”) pursuant to which IWG agreed to provide managed services for flexible workspaces under the “Regus” brand for 39,979 square feet on the 1st and 2nd floor(s) of the adjacent and vacant office spaces of our corporate headquarters. For the fiscal year ended October 31, 2025, we recognized $212,000 in rental income, which offset our operating leases, which is included as part of our selling and general operating expense. The rental income noted here is excluded from operating lease cost in the table above.

Other information related to leases was as follows (in thousands):

	October 31, 2024			October 31, 2023
	2025			2024
Supplemental Cash Flows Information
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	~~1,078~~73		$	61,~~479~~078
Weighted Average Remaining Lease Term
Operating leases (in months)		~~100~~89.9287			~~114~~100.2692
Weighted Average Discount Rate
Operating leases		67.9901	%		6.9699	%

~~Future minimum lease payments under non~~F-~~cancellable leases as of October 31, 2024 were as follows (in thousands):~~21

Year ended October 31,	Operating Leases
2025	$	3,227
2026		3,228
2027		3,169
2028		2,997
Thereafter		14,878
Total future minimum lease payments		27,499
Less imputed interest		(6,971	)
Total	$	20,528

Future minimum lease payments under non-cancellable leases as of October 31, 2025 were as follows (in thousands):

Reported as of October 31, 2024	Operating Leases
Year ended October 31,	Operating Leases
Current portion of operating lease liabilities	$	1,848
2026	$	3,303
Operating lease liabilities		18,680
2027		3,169
Total	$	20,528
2028		2,997
2029		3,070
Thereafter		11,807
Total future minimum lease payments		24,346
Less imputed interest		(5,593	)
Total	$	18,753

As of October 31, 2024, operating lease right-of-use asset was $15.3 million and operating lease liability totaled $20.5 million, of which $1.8 million is classified as current. There were no finance leases as of October 31, 2024 or 2023.

Reported as of October 31, 2025	Operating Leases
Current portion of operating lease liabilities	$	2,054
Operating lease liabilities		16,699
Total	$	18,753

FAs of October 31, 2025, operating lease right-23of-use asset was $13.8 million and operating lease liability totaled $18.8 million, of which $2.0 million is classified as current. There were no finance leases as of October 31, 2025 or 2024.

F-22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	RF INDUSTRIES, LTD.
Date: January 21, 2025	By:	/s/ ROBERT D. DAWSON
Date: January 14, 2026	By:	/s/ ROBERT D. DAWSON
	Robert D. Dawson Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: January 21, 2025 By: /s/ ROBERT D. DAWSON Robert D. Dawson, Director and Chief Executive Officer (Principal Executive Officer)


Date: January 14, 2026	By:	/s/ ROBERT D. DAWSON
	Robert D. Dawson, Director and Chief Executive Officer (Principal Executive Officer)

Date: January 14, 2026	By:	/s/ PETER YIN
	Peter Yin, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)


Date: January 14, 2026	By:	/s/ MARK K. HOLDSWORTH
	Mark Holdsworth, Chairman of the Board of Directors

Date: January 14, 2026	By:	/s/ SHERYL CEFALI
	Sheryl Cefali, Director

Date: January 14, 2026	By:	/s/ GERALD T. GARLAND
	Gerald Garland, Director

Date: January 14, 2026	By:	/s/ KAY L. TIDWELL
	Kay L. Tidwell, Director

Date: January 21, 2025	By: /s/ PETER YIN
	Peter Yin, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date: January 21, 2025	By: /s/ MARK K. HOLDSWORTH Mark Holdsworth, Chairman of the Board of Directors
Date: January 21, 2025	By: /s/ SHERYL CEFALI Sheryl Cefali, Director
Date: January 21, 2025	By: /s/ GERALD T. GARLAND Gerald Garland, Director
Date: January 21, 2025	By: /s/ KAY L. TIDWELL Kay L. Tidwell, Director

Filing Compare · R F INDUSTRIES LTD