UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~July~~April 3130, ~~2025~~2026

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

Commission file number: 000-13301

RF INDUSTRIES, LTD.

(Exact 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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

The number of shares of the issuer’s Common Stock, par value $0.01 per share, outstanding as of ~~September~~June 1115, ~~2025~~2026 was 10,~~667~~851,~~447~~265.

Part I. FINANCIAL INFORMATION

Item 1: Financial Statements

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	July 31,		October 31,
	April 30,		October 31,
	2025		2024
	2026		2025
	(Unaudited)		(Note 1)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3,~~000~~394	$	~~839~~5,079
Trade accounts receivable, net of allowance for credit losses of $126 and $159, respectively		15,348		12,119
Trade accounts receivable, net of allowance for credit losses of $117 and $141, respectively		15,605		14,871
Inventories		14,~~169~~449		1413,~~725~~735
Other current assets		1,~~569~~642		1,~~430~~284
TOTAL CURRENT ASSETS		3435,~~086~~090		2934,~~113~~969
Property and equipment:
Equipment and tooling		45,~~957~~266		45,~~825~~020
Furniture and office equipment		6,~~326~~332		6,~~300~~328
		11,283		11,125
		11,598		11,348
Less accumulated depreciation		67,~~915~~526		67,~~312~~119
Total property and equipment, net		4,~~368~~072		4,~~813~~229
Operating lease right-of-use assets, net		1413,~~255~~159		1513,~~265~~848
Goodwill		8,085		8,085
Amortizable intangible assets, net		109,~~675~~442		1110,~~908~~264
Non-amortizable intangible assets		1,174		1,174
Other assets		~~558~~512		~~688~~477
TOTAL ASSETS	$	7371,~~201~~534	$	7173,046

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

	July 31,		October 31,
	April 30,		October 31,
	2025		2024
	2026		2025
	(Unaudited)		(Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,~~806~~379	$	3,~~798~~108
Accrued expenses		6,~~334~~008		47,~~247~~638
Line of credit		76,~~828~~142		87,~~197~~836
Current portion of operating lease liabilities		2,~~045~~039		12,~~848~~054
TOTAL CURRENT LIABILITIES		21,013		18,090
Income taxes payable		-		260
Operating lease liabilities		17,209		18,680
TOTAL CURRENT LIABILITIES		18,568		20,896
Deferred tax liabilities		207		210
Operating lease liabilities		15,814		16,699
TOTAL LIABILITIES		38,429		36,980
Deferred tax liabilities		272		247
TOTAL LIABILITIES		34,654		37,842
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,667,447 and 10,544,431 shares issued and outstanding at July 31, 2025 and October 31, 2024, respectively		107		106
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,851,265 and 10,713,801 shares issued and outstanding at April 30, 2026 and October 31, 2025, respectively		109		107
Additional paid-in capital		2728,~~791~~895		2628,~~988~~050
Retained earnings		67,~~874~~876		67,~~972~~047
TOTAL STOCKHOLDERS' EQUITY		3436,~~772~~880		3435,~~066~~204
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	7371,~~201~~534	$	7173,046

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except share and per share amounts)

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
	2026			2025			2026			2025
Net sales	$	1920,~~790~~691		$	1618,~~836~~910		$	5739,~~900~~661		$	4638,~~404~~110
Cost of sales		13,~~071~~425			1112,~~875~~960			3926,~~514~~274			3326,~~316~~443
Gross profit		67,~~719~~266			45,~~961~~950			1813,~~386~~387			1311,~~088~~667
Operating expenses:
Engineering		~~759~~915			~~653~~683			21,~~124~~768			21,~~059~~365
Selling and general		5,~~240~~253			45,~~727~~161			1510,~~380~~344			1310,~~948~~140
Total operating expenses		56,~~999~~168			5,~~380~~844			1712,~~504~~112			1611,~~007~~505
Operating income (loss)		720			(419	)		882			(2,919	)
Operating income		1,098			106			1,275			162
Other expense		(~~240~~159	)		(~~338~~216	)		(~~721~~352	)		(~~676~~481	)
Income (loss) before provision (benefit) for income taxes		480			(757	)		161			(3,595	)
Income (loss) before provision for income taxes		939			(110	)		923			(319	)
Provision (benefit) for income taxes		88			(52	)		259			2,766
Provision for income taxes		60			135			94			171
Consolidated net income (loss)	$	~~392~~879		$	(~~705~~245	)	$	~~(98~~829	)	$	(~~6,361~~490	)
Earnings (loss) per share:
Income (loss) per share:
Basic	$	0.0408		$	(0.0702	)	$	(0.0108	)	$	(0.6105	)
Diluted	$	0.0408		$	(0.0702	)	$	(0.0107	)	$	(0.6105	)
Weighted average shares outstanding:
Basic		10,~~668~~851,~~375~~869			10,~~495~~669,~~082~~608			10,~~632~~783,~~566~~721			10,~~466~~614,~~862~~364
Diluted		1011,~~774~~424,~~304~~572			10,~~495~~669,~~082~~608			1011,~~632~~221,~~566~~542			10,~~466~~614,~~862~~364

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

	For the Three Months Ended July 31, 2025
	For the Three Months Ended April 30, 2026
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings		Total
Balance, May 1, 2025		10,668,653		$	107	$	27,581		$	6,482	$	34,170
Balance, January 31, 2026		10,814,267		$	108	$	28,444		$	6,997	$	35,549
Stock-based compensation expense		-			-		219			-		219
Exercise of stock options		40,063			1		211			-		212
Tax withholding related to vesting of restricted stock		(1,206	)		-		(9	)		-		(9	)
Stock-based compensation expense		-			-		277			-		277
Consolidated net income		-			-		-			392		392
Tax withholding related to vesting of restricted stock		(3,065	)		-		(37	)		-		(37	)
Balance, July 31, 2025		10,667,447		$	107	$	27,791		$	6,874	$	34,772
Consolidated net income		-			-		-			879		879
Balance, April 30, 2026		10,851,265		$	109	$	28,895		$	7,876	$	36,880

	For the Nine Months Ended July 31, 2025
	For the Six Months Ended April 30, 2026
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings			Total
Balance, November 1, 2024		10,544,431		$	106	$	26,988		$	6,972		$	34,066
Balance, October 31, 2025		10,713,801		$	107	$	28,050		$	7,047		$	35,204
Exercise of stock options		5065,~~623~~063			1		~~206~~387			-			~~207~~388
Stock-based compensation expense		-			-		~~640~~541			-			~~640~~541
Issuance of restricted stock		82,500			-1		-(1	)		-			-
Tax withholding related to vesting of restricted stock		(10,~~107~~099	)		-		(4382	)		-			(4382	)
Consolidated net loss		-			-		-			(98	)		(98	)
Consolidated net income		-			-		-			829			829
Balance, July 31, 2025		10,667,447		$	107	$	27,791		$	6,874		$	34,772
Balance, April 30, 2026		10,851,265		$	109	$	28,895		$	7,876		$	36,880

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(In thousands, except share amounts)

	For the Three Months Ended July 31, 2024
	For the Three Months Ended April 30, 2025
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings			Total
Balance, May 1, 2024		10,495,548		$	105	$	26,589		$	7,915		$	34,609
Balance, January 31, 2025		10,669,877		$	107	$	27,359		$	6,727		$	34,193
Stock-based compensation expense		-			-		~~241~~227			-			~~241~~227
Tax withholding related to vesting of restricted stock		(21,~~063~~224	)		-		(95	)		-			(95	)
Consolidated net loss		-			-		-			(~~705~~245	)		(~~705~~245	)
Balance, July 31, 2024		10,493,485		$	105	$	26,821		$	7,210		$	34,136
Balance, April 30, 2025		10,668,653		$	107	$	27,581		$	6,482		$	34,170

	For the Nine Months Ended July 31, 2024
	For the Six Months Ended April 30, 2025
						Additional
	Common Stock					Paid-in			Retained
	Shares			Amount		Capital			Earnings			Total
Balance, November 1, 2023		10,343,223		$	104	$	26,087		$	13,571		$	39,762
Balance, October 31, 2024		10,544,431		$	106	$	26,988		$	6,972		$	34,066
Stock-based compensation expense		-			-		744			-			744
Exercise of stock options		50,623			1		206			-			207
Issuance of restricted stock		152,325			1		(1	)		-			-
Stock-based compensation expense		-			-		421			-			421
Tax withholding related to vesting of restricted stock		(2,063	)		-		(9	)		-			(9	)
Issuance of restricted stock		82,500			-		-			-			-
Consolidated net loss		-			-		-			(6,361	)		(6,361	)
Tax withholding related to vesting of restricted stock		(8,901	)		-		(34	)		-			(34	)
Balance, July 31, 2024		10,493,485		$	105	$	26,821		$	7,210		$	34,136
Consolidated net loss		-			-		-			(490	)		(490	)
Balance, April 30, 2025		10,668,653		$	107	$	27,581		$	6,482		$	34,170

See Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements (continued)

RF INDUSTRIES, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Nine Months Ended July 31,
	Six Months Ended April 30,
	2025			2024
	2026			2025
OPERATING ACTIVITIES:
Consolidated net loss	$	(98	)	$	(6,361	)
Consolidated net income (loss)	$	829		$	(490	)
Adjustments to reconcile consolidated net loss to net cash provided by operating activities:
Adjustments to reconcile consolidated net income (loss) to net cash (used) provided by operating activities:
Bad debt expense		31(24	)		2112
Depreciation and amortization		1,~~848~~229			1,~~904~~231
Gain on disposal of fixed assets		~~(12~~-	)		-(12	)
Stock-based compensation expense		~~640~~541			~~744~~421
Amortization of debt issuance cost		~~130~~47			6887
Tax payments related to shares cancelled for vested restricted stock awards		(4382	)		(934	)
Deferred income taxes		(325	)		~~2,674~~(3	)
Extinguishment of debt issuance cost		-			14
Changes in operating assets and liabilities:
Trade accounts receivable		(~~3,260~~710	)		(~~401~~2,994	)
Inventories		~~556~~(714	)		32,~~681~~151
Other current assets		(~~139~~358	)		~~240~~(131	)
Right-of-use assets		(~~264~~211	)		~~431~~(174	)
Other long-term assets		-			(1	)
Accounts payable		1,271			986
Accounts payable		1,008			(52	)
Accrued expenses		(1,630	)		1,642
Accrued expenses		2,087			475
Income taxes payable		(260	)		-
Net cash provided by operating activities		2,481			3,409
Net cash (used) provided by operating activities		(47	)		2,792
INVESTING ACTIVITIES:
Proceeds from sale of fixed assets		12-			-12
Capital expenditures		(~~170~~250	)		(~~564~~61	)
Net cash used in investing activities		(~~158~~250	)		(~~564~~49	)
FINANCING ACTIVITIES:
Line of credit proceeds (payments)		(369	)		7,704
Proceeds from exercise of stock options		388			207
Debt issuance cost		-(82	)		~~(520~~-	)
Proceeds from exercise of stock options		207			-
Line of credit payments		(1,694	)		(203	)
Term Loan payments		-			(13,162	)
Net cash (used) provided in financing activities		(1,388	)		4
Net cash used in financing activities		(162	)		(5,978	)
Net (decrease) increase in cash and cash equivalents		(1,685	)		2,747
Net increase (decrease) in cash and cash equivalents		2,161			(3,133	)
Cash and cash equivalents, beginning of period		5,079			839
Cash and cash equivalents, beginning of period		839			4,897
Cash and cash equivalents, end of period	$	3,394		$	3,586
Cash and cash equivalents, end of period	$	3,000		$	1,764
Supplemental cash flow information – income taxes paid	$	876		$	144
Supplemental cash flow information – income taxes paid	$	169		$	64

See Notes to Unaudited Condensed Consolidated Financial Statements.

RF INDUSTRIES, LTD. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Unaudited interim condensed consolidated financial statements

~~Our~~The accompanying unaudited condensed consolidated financial statements of RF Industries, Ltd., together with its five wholly-owned subsidiaries (collectively, hereinafter the “Company”, “we”, “us”, or “our”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, which are normal and recurring, and other items of gain (loss) and expense required in our view under Accounting Standards Codification (“ASC”) Topic 270, Interim Reporting, have been included for a fair statement of the financial position. Information included in the condensed consolidated balance sheet as of October 31, ~~2024~~2025 has been derived from, and certain terms used herein are defined in, the audited consolidated financial statements of RF Industries, Ltd. as of October 31, ~~2024~~2025 included in our Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended October 31, ~~2024~~2025 that was previously filed with the Securities and Exchange Commission (“SEC”). Operating results for the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 are not necessarily indicative of the results that may be expected for the fiscal year ~~ended~~ending October 31, ~~2025~~2026. The unaudited condensed consolidated financial statements should be read in conjunction with the ~~condensed~~ consolidated financial statements and footnotes thereto included in our Form 10-K.

Our accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going- concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations and potential other funding sources, in addition to cash on-hand along with the current credit facility with Eclipse Business Capital (“EBC”) to meet its obligations as they become due.

For the three and ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026, we generated operating income of $~~719~~1,098,000 and $~~882~~1,275,000, respectively, compared to an operating ~~loss~~income of $~~419~~106,000 and $2162,~~919,~~000 for the same periods last year. This iswas primarily a result of an increase in sales, asalong ~~well~~with ascost management and implementation of certain cost-cutting measures weto ~~implemented~~improve toour ~~reduce~~gross margins as well as our operating expenses, ~~and~~ to help drive positive operating cash flow and increase liquidity. Efforts to reduce expenses included consolidating facilities and recognizing the related operating efficiencies and synergies in our production operations. The Company intends to continue to pursue additional continuous improvement and cost reduction measures, as well as organic growth in revenue and profitability.

On March 15, 2024, the Company entered into the loan and security agreement with EBC, as administrative agent, pursuant to which proceeds from initial drawings under the credit facility with EBC were used to repay in full the outstanding obligations under the prior revolving credit facility and term loan that we had with Bank of America, N.A. (the “Term Loan”). The Term loan was terminated upon entry into the loan and security agreement with EBC.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of RF Industries, Ltd., and each of 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.

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 ~~July~~April 3130, ~~2025~~2026 and October 31, ~~2024~~2025, the carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying value due to their short-term nature.

Recent accounting standards

Recently issued accounting pronouncements adopted:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 ended October 31, 2025, and for interim periods within our fiscal year ending October 31, 2026, with early adoption permitted. The adoption of this ASU on a retrospective basis did not have a material effect on our consolidated financial statements. However, our segment disclosures have been expanded to include significant segment expenses as reviewed by our chief operating decision maker (“CODM”). Please see Note 8 for more details.

Recently issued accounting pronouncements not yet adopted:

In ~~November~~December 2023, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, ~~which~~to ~~expands~~expand ~~annual~~the ~~and interim~~ disclosure requirements for ~~reportable~~income ~~segments~~taxes, ~~primarily~~specifically ~~through~~related ~~enhanced~~to ~~disclosures~~the ~~about~~effective ~~significant~~tax ~~segment~~rate ~~expenses~~reconciliation and income taxes paid. ASU 2023-0709 iswill be effective for our ~~annual~~fiscal ~~periods~~year ~~beginning~~ending ~~January~~October 131, ~~2024~~2026, ~~and for interim periods beginning January 1, 2025,~~ with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures ~~for the year ending October 31, 2025~~.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, ~~Income~~Expense ~~Taxes~~Disaggregation ~~(Topic~~Disclosures, ~~740):~~which ~~Improvements~~will torequire ~~Income~~disclosure, ~~Tax~~in ~~Disclosures,~~the notes to ~~expand~~financial ~~the~~statements, of specified information about certain costs and expenses including disclosure ~~requirements~~of amounts for ~~income~~(i) ~~taxes~~purchases of inventory, ~~specifically~~(ii) ~~related~~employee tocompensation, ~~the~~(iii) ~~effective~~depreciation ~~tax~~and ~~rate~~(iv) ~~reconciliation~~intangible asset amortization, included in each relevant expense caption such as cost of sales, selling, general and ~~income~~administrative ~~taxes~~expense, ~~paid~~and research and development. In January 2025, the FASB issued ASU ~~2023~~2025-0901, iswhich clarified the effective date of ASU 2024-03. The standard will be effective for our annual ~~periods~~financial statements beginning ~~January~~in 1our fiscal year ending October 31, ~~2025~~2028, with early adoption permitted. We are currently evaluating the ~~potential~~impact ~~effect~~of ~~that~~this ~~the~~accounting ~~updated~~ standard ~~will have~~ 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 ~~July~~April 3130, ~~2025~~2026, we had cash and cash equivalent balances in excess of federally insured limits in the amount of approximately $2.78 million.

Sales from each customer that ~~were~~accounted for 10% or greater of net sales were as follows:

	Three Months Ended July 31,						Nine Months Ended July 31,
		Three Months Ended April 30,								Six Months Ended April 30,
	2025			2024			2025		2024
		2026				2025				2026		2025
Wireless provider A		11%			11%			-		-
Aerospace customer			14%				-				13%		-
Distributor A		15%			-			-		-
Wireless provider A			-				11%				-		-
Distributor B		-			13%			-		-
Wireless provider B			-				-				-		11%

~~For~~Accounts ~~the three months ended July 31, 2025, one wireless provider accounted for 11% of net sales and 17% of total net accounts~~ receivable ~~balance,~~from ~~and~~each ~~one distributor~~ customer ~~accounted~~that ~~for 15% of net sales and 22% of total net accounts receivable balance. For the nine months ended July 31, 2025, no customers~~ accounted for 10% or ~~more~~greater of net ~~sales, and the same wireless provider and distributor accounted for 17% and 22% of total net~~ accounts receivable ~~balance,~~were ~~respectively.~~as For the three months ended July 31, 2024, the same wireless provider accounted for 11% of net sales and 18% of total net accounts receivable balance, and a different distributor customer accounted for 13% of net sales and 10% of total net accounts receivable balance. For the nine months ended July 31, 2024, no customers accounted for 10% or more of net sales, and the wireless provider and one distributor customer accounted for 18% and 10% of total net accounts receivable balance, respectively. Although these customers have been significant customers of the Company, the written agreements with these customers do not have any minimum purchase obligations and these customers 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.follows:

	Three Months Ended April 30,				Six Months Ended April 30,
	2026		2025		2026		2025
Aerospace customer		20%		10%		20%		10%
Wireless provider A		-		16%		-		16%

Although these customers have been significant customers of the Company, the written agreements with these customers do not have any minimum purchase obligations and these customers 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.

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):

	July 31, 2025		October 31, 2024
	April 30, 2026		October 31, 2025
Raw materials and supplies	$	9,~~586~~265	$	109,~~886~~269
Work in process		~~793~~1,240		~~530~~715
Finished goods		3,~~790~~944		3,~~309~~751
Totals	$	14,~~169~~449	$	1413,~~725~~735

For the three ~~months ended July 31, 2025~~ and ~~2024,~~six ~~no single vendor accounted for 10% or more of inventory purchases. For the nine~~ months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, no single vendor accounted for 10% or more of inventory purchases. We have arrangements with these 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):

	July 31, 2025		October 31, 2024
	April 30, 2026		October 31, 2025
Prepaid taxes	$	~~139~~527	$	~~262~~-
Prepaid expense		~~1,001~~558		~~699~~774
Deposits		~~378~~438		~~329~~426
Other		51119		~~140~~84
Totals	$	1,~~569~~642	$	1,~~430~~284

Note 5 – Accrued expenses and other current liabilities

Accrued expenses consist of the following (in thousands):

	July 31, 2025		October 31, 2024
	April 30, 2026		October 31, 2025
Wages payable	$	2,~~993~~607	$	23,~~357~~957
Accrued receipts		1,~~602~~400		~~762~~1,408
Deferred revenue		~~521~~205		-232
Other accrued expenses		~~1,218~~941		1,~~128~~186
Totals	$	6,334	$	4,247
Accrued settlement		855		855
Totals	$	6,008	$	7,638

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

Note 6 – Income (~~Loss~~loss) per share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding, increased by the effects of assuming that other potentially dilutive securities (such as stock options) outstanding during the period had been exercised and the treasury stock method had been applied. During the three months ended ~~July~~April 3130, ~~2025~~2026, we reported a net income. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation due to their anti-dilutive effect. Potentially issuable securities that are out-of-the-money totaled ~~50,000~~ 0 and ~~846~~ 405,~~889~~ 056 shares for the three months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, respectively, and ~~50,000~~ 0 and ~~846~~ 405,~~889~~ 056 shares for the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, respectively, and were excluded from the calculation of diluted per share amounts because of their anti-dilutive effect.

The following table summarizes the computation of basic and diluted weighted average shares outstanding:

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
	2026		2025		2026		2025
Weighted average shares outstanding for basic earnings per share		10,~~668~~851,~~375~~869		10,~~495~~669,~~082~~608		10,~~632~~783,~~566~~721		10,~~466~~614,~~862~~364
Add effects of potentially dilutive securities-assumed exercise of stock options		~~105~~572,~~929~~703		-		-437,821		-
Weighted average shares outstanding for diluted earnings per share		1011,~~774~~424,~~304~~572		10,~~495~~669,~~082~~608		1011,~~632~~221,~~566~~542		10,~~466~~614,~~862~~364

Note 7 – Stock-based compensation and equity transactions

On ~~November~~December 12, ~~2023~~2024, we granted 15 47,~~202 shares~~500 ofincentive ~~restricted~~ stock ~~to one officer in lieu of cash compensation~~options. The ~~shares~~incentive ~~of restricted~~ stock options vest equally over ~~one year~~ four years as follows: (i) one-quarter of the ~~restricted~~options ~~shares~~vested on ~~January~~December 312, ~~2024~~2025 and (ii) the remaining ~~restricted~~options ~~shares~~ shall vest in three equal ~~quarterly~~annual installments over the next three years.

On January 13, 2025, we granted a total of 82,500 shares of restricted stock and 165,000 incentive stock options. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options vested on January 13, 2026 and (ii) the remaining restricted shares and options shall vest in 12 equal quarterly installments over the next three years.

On ~~January~~December 111, ~~2024~~2025, we granted ~~a total of 110~~55,~~099 shares~~500 ~~of restricted stock and 220,001~~ incentive stock options ~~to one manager and three officers, respectively~~. The ~~shares of restricted stock and~~ incentive stock options vest equally over four years as follows: (i) one-quarter of the ~~restricted shares and~~ options shall vest on ~~January~~December 111, ~~2025~~2026 and (ii) the remaining ~~restricted shares and~~ options shall vest in 12three equal ~~quarterly~~annual installments over the next three years.

On ~~April~~January 167, ~~2024~~2026, we granted a total of 25 82,~~000 incentive~~500 shares of restricted stock ~~options~~and to165,000 ~~three~~incentive ~~managers~~stock options. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of the restricted shares and options shall vest on ~~April~~January 167, ~~2025~~2027 and (ii) the remaining restricted shares and options shall vest in 12 equal quarterly installments over the next three years.

OnNo other ~~December~~shares 2,or ~~2024,~~options wewere granted ~~47,500 incentive stock options~~ to ~~seven~~Company ~~managers.~~employees ~~The~~during ~~shares of incentive stock options vest equally over four years as follows: (i) one-quarter of~~ the ~~options~~three ~~shall~~and ~~vest~~six onmonths ~~December~~ended 2April 30, ~~2025~~2026 and ~~(ii) the remaining options shall vest in three equal annual installments over the next three years~~2025.

OnThe ~~January~~fair ~~13,~~value ~~2025, we granted a total~~ of ~~82,500~~each ~~shares~~option ofgranted ~~restricted~~during ~~stock and 165,000 incentive stock options to two managers and three officers. The shares of restricted stock and incentive stock options vest over four years as follows: (i) one-quarter of~~ the ~~restricted~~six ~~shares~~months ~~and~~ended ~~options~~April ~~shall vest on January 13~~30, 2026 and ~~(ii)~~2025 ~~the~~was ~~remaining~~estimated ~~restricted~~on ~~shares~~the ~~and~~grant ~~options~~date ~~shall~~using ~~vest~~the inBlack-Scholes 12option ~~equal~~pricing ~~quarterly~~model ~~installments~~with ~~over~~ the ~~next~~following ~~three years.~~assumptions:

No other shares or options were granted to Company employees during the three and nine months ended July 31, 2025 and 2024.

	Six Months Ended April 30,
	2026			2025
Weighted average volatility		49.86	%		44.37	%
Expected dividends		0.00	%		0.00	%
Expected term (in years)		6.14			6.14
Risk-free interest rate		3.81	%		4.54	%
Weighted average fair value of options granted during the period	$	3.16		$	1.85
Weighted average fair value of options vested during the period	$	2.33		$	2.20

~~The~~Expected ~~fair~~volatilities ~~value~~are based on historical volatility of ~~each~~our ~~option~~stock ~~granted~~price ~~during~~and other factors. We used the ~~nine~~historical ~~months~~method ~~ended~~to ~~July~~calculate ~~31,~~the ~~2025~~expected life of the 2026 and ~~2024~~2025 ~~was~~option ~~estimated~~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 ~~grant~~U.S. Treasury rate with a maturity date ~~using~~corresponding to the ~~Black-Scholes~~options’ ~~option~~expected ~~pricing~~life. ~~model~~The ~~with~~expected dividend yield is based upon the ~~following~~historical ~~assumptions:~~ dividend yield.

	Nine Months Ended July 31,
	2025			2024
Weighted average volatility		44.37	%		51.30	%
Expected dividends		0.00	%		0.00	%
Expected term (in years)		6.14			7.00
Risk-free interest rate		4.54	%		4.00	%
Weighted average fair value of options granted during the year	$	1.85		$	3.97
Weighted average fair value of options vested during the year	$	2.38		$	5.08

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.

Company stock option plans

Descriptions of our stock option plans are included in Note 8 to our audited financial statements included in our ~~Annual Report on~~ Form 10-K for the fiscal year ended October 31, ~~2024~~2025. A summary of the status of the options granted under our stock option plans as of ~~July~~April 3130, ~~2025~~2026 and the changes in options outstanding during the ~~nine~~six months then ended is presented in the table that follows:

	2025
	2026
	Shares or				Weighted		~~Weighted~~
	Price Per				Average		~~Average~~
	Share				Exercise Price		~~Exercise Price~~
Outstanding at beginning of November 1, 2024		874,816					$	5.10
Outstanding at beginning of November 1, 2025		1,005,693			$	4.81
Options granted		~~212~~220,~~500~~000			$	6.01	$	~~3.97~~
Options exercised		(5065,~~623~~063	)		)$	5.96	$	~~4.07~~
Options canceled or expired		~~(25,000~~-			)$	-	$	~~8.69~~
Options outstanding at July 31, 2025		1,011,693					$	4.82
Options outstanding at April 30, 2026		1,160,630			$	4.98
Options exercisable at July 31, 2025		562,868					$	5.52
Options exercisable at April 30, 2026		656,750			$	5.17
Options vested and expected to vest at July 31, 2025		1,011,693					$	4.82
Options vested and expected to vest at April 30, 2026		1,160,630			$	4.98
Option price range at July 31, 2025		$1.90	-	$8.69
Option price range at April 30, 2026	$1.90 - $8.69
Aggregate intrinsic value of options exercised during year	$	43,756
Aggregate intrinsic value of options exercised during period	$	333,797

Weighted average remaining contractual life of options outstanding as of ~~July~~April 3130, ~~2025~~2026: 6.9189 years

Weighted average remaining contractual life of options exercisable as of ~~July~~April 3130, ~~2025~~2026: 5.~~67years~~51 years

Weighted average remaining contractual life of options vested and expected to vest as of ~~July~~April 3130, ~~2025~~2026: 6.91 89 years

Aggregate intrinsic value of options outstanding at ~~July~~April 3130, ~~2025~~2026: $311,~~480~~089,000

~~Aggregate intrinsic value of options exercisable at July 31, 2025: $1,551,000~~11

Aggregate intrinsic value of options ~~vested~~exercisable ~~and expected to vest~~ at ~~July~~April 3130, ~~2025~~2026: $36,~~480~~146,000

AsAggregate ofintrinsic ~~July~~value ~~31, 2025, $919,000 and $686,000~~ of ~~expenses with respect to nonvested stock~~ options vested and ~~restricted shares, respectively, have yet to be recognized but are~~ expected to bevest ~~recognized~~at ~~over~~April ~~a weighted average period of 1.4 and 1.3 years~~30, ~~respectively.~~2026: $11,089,000

As of April 30, 2026, $1,238,000 and $1,057,000 of expenses with respect to nonvested stock options and restricted shares, respectively, have yet to be recognized but are expected to be recognized over a weighted average period of 1.5 and 1.4 years, respectively.

Stock option expense

During the three months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, stock-based compensation expense totaled $~~219~~277,000 , and $~~241~~227,000, respectively, and was classified in selling and general expense. During the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, stock-based compensation expense totaled $~~640~~541,000 and $~~744~~421,000, respectively, and was classified in selling and general expense.

Note 8 – Segment information

We ~~aggregate~~previously ~~operating~~managed ~~divisions~~our ~~into~~business as two ~~reporting~~reportable segments, ~~that~~the ~~have~~RF ~~similar~~Connector ~~economic~~and ~~characteristics~~Cable ~~primarily~~Assembly insegment ~~the~~and ~~following areas: (1)~~ the ~~nature~~Custom ofCabling ~~the~~Manufacturing ~~product~~ and ~~services;~~Assembly ~~(2)~~segment. During the ~~nature~~fourth quarter of the ~~production~~fiscal ~~process;~~year ~~(3)~~ended ~~the~~October ~~type~~31, or2025, ~~class~~we ofcompleted ~~customer~~changes ~~for~~to ~~their~~the ~~products~~structure ~~and~~of ~~services;~~our ~~(4)~~organization ~~the~~in ~~methods~~connection ~~used~~with tobroader ~~distribute~~restructuring ~~their~~initiatives, ~~products~~including orconsolidation ~~services;~~of ~~and~~manufacturing ~~(5)~~operations, ifheadcount ~~applicable~~reductions, and the ~~nature~~transition of ~~the~~our ~~regulatory~~sales ~~environment.~~organization ~~Based~~to ~~upon~~a ~~this evaluation~~unified, ascustomer‑centric model. As a result of ~~July~~these 31changes, ~~2025,~~ we ~~had~~now ~~two~~operate as a single reportable ~~segments~~segment. –Comparative RFprior‑period ~~Connector~~segment ~~and~~disclosures ~~Cable~~that ~~Assembly~~reflected ~~(“RF~~the ~~Connector”)~~previous ~~segment~~two ~~and~~segments ~~Custom~~have ~~Cabling~~been ~~Manufacturing~~revised ~~and~~to ~~Assembly~~conform ~~(“Custom~~to ~~Cabling”)~~this change in our reportable segment.

~~The~~Our RFCODM, ~~Connector~~which ~~segment~~is ~~consists~~our ofChief ~~three~~Executive ~~divisions~~Officer, ~~and~~evaluates ~~the~~our ~~Custom~~financial ~~Cabling~~information ~~segment~~such ~~also~~as ~~consists~~revenue, ofmargins, ~~three~~operating ~~divisions.~~expenses, ~~The~~net ~~six~~income ~~divisions~~or ~~that~~loss, ~~met~~and ~~the~~other ~~quantitative~~non-GAAP ~~thresholds~~financial ~~for~~measures ~~segment~~on ~~reporting~~a ~~are~~consolidated ~~the~~basis RFto ~~Connector~~allocate resources and ~~Cable~~assess ~~Assembly~~performance. ~~division (“RF Connector division”)~~However, ~~Cables~~while ~~Unlimited,~~our ~~Rel-Tech,~~CODM Cuses ~~Enterprises,~~more ~~Schrofftech,~~than ~~and~~one ~~Microlab.~~measure ~~While~~to ~~each~~assess ~~segment has similar products and services~~performance, ~~there~~the ~~was~~Company’s ~~little~~segment ~~overlapping~~disclosures ofdo ~~these~~not ~~services~~include tonon-GAAP ~~their customer base~~disclosures. The ~~biggest~~Company ~~difference~~has indetermined ~~segments~~that ~~is in~~ the ~~channels~~disclosures ofbelow ~~sales;~~correspond ~~sales~~with ~~or products and services for~~ the RFamounts ~~Connector~~in ~~segment were primarily through~~ the ~~distribution~~consolidated ~~channel,~~financial ~~while~~statements ~~the Custom Cabling segment sales were through a combination of distribution~~ and ~~direct~~are tomost ~~end~~consistent ~~customer~~with GAAP.

As reviewed by our chief operating decision maker, we evaluate the performance of each 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.

~~All~~The offollowing ~~our~~table ~~operations~~presents ~~are~~our ~~conducted~~single insegment ~~the~~revenue, ~~United~~gross ~~States; however~~profit, wesignificant ~~derive~~expenses, aand ~~portion~~net ofincome ~~our~~(loss) ~~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 three and ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended April 30,						Six Months Ended April 30,
	2025			2024			2025			2024
	2026			2025			2026			2025
United States	$	18,432		$	15,473		$	52,952		$	41,948
Net sales	$	20,691		$	18,910		$	39,661		$	38,110
Foreign Countries:
Cost of goods sold:
Canada		1,052			765			3,678			2,595
Material cost		8,543			8,617			16,861			17,891
Germany		138			23			305			118
Salaries and benefits		3,644			3,332			7,010			6,574
All Other		168			575			965			1,743
Depreciation		123			131			250			264
		1,358			1,363			4,948			4,456
Other costs of sales		1,115			880			2,153			1,714
Totals	$	19,790		$	16,836		$	57,900		$	46,404
Total cost of goods sold		13,425			12,960			26,274			26,443
Gross profit		7,266			5,950			13,387			11,667
Operating expenses:
Salaries and benefits		2,204			2,255			4,453			4,446
Engineering expense		915			683			1,768			1,365
Stock-based compensation expense		277			227			541			421
Commission and bonus		694			539			1,040			1,004
Depreciation		78			73			157			145
Amortization		411			411			822			822
Corporate and public company fees		530			376			1,046			809
Selling and general		1,059			1,157			2,285			2,370
Non-cash and one-time charges		-			123			-			123
Total operating expenses		6,168			5,844			12,112			11,505
Operating income		1,098			106			1,275			162
Other expense		(159	)		(216	)		(352	)		(481	)
Income (loss) before provision for income taxes		939			(110	)		923			(319	)
Provision for income taxes		60			135			94			171
Consolidated net income (loss)	$	879		$	(245	)	$	829		$	(490	)
Total assets	$	71,534		$	72,679		$	71,534		$	72,679
Expenditures for Segment Assets	$	33		$	34		$	250		$	61

~~Net~~The ~~sales,~~Company’s ~~(loss)~~single ~~income~~reportable ~~before provision for income taxes and other related~~ segment ~~information~~total ~~for~~assets ~~the~~equal ~~three~~consolidated ~~months~~total ~~ended July 31, 2025 and 2024 are as follows (in thousands):~~assets.

	RF Connector			Custom Cabling
	and			Manufacturing and
2025	Cable Assembly			Assembly		Corporate			Total
Net sales	$	9,230		$	10,560	$	-		$	19,790
(Loss) income before provision for income taxes		(1,424	)		2,144		(240	)		480
Depreciation and amortization		518			99		-			617
Total assets		45,675			22,398		5,128			73,201
Expenditures for Segment Assets		60			48		-			108
2024
Net sales	$	9,697		$	7,139	$	-		$	16,836
(Loss) income before provision for income taxes		(715	)		297		(339	)		(757	)
Depreciation and amortization		525			113		-			638
Total assets		49,355			18,112		4,393			71,860
Expenditures for Segment Assets		249			3		-			252

The following table presents revenue for the products and solutions that we offer as of the three and six months ended April 30, 2026 and 2025 (in thousands):

Net sales, (loss) income before provision for income taxes and other related segment information for the nine months ended July 31, 2025 and 2024 are as follows (in thousands):

	Three Months Ended April 30,								Six Months Ended April 30,
	2026				2025				2026				2025
Interconnect	$	6,945	33	%	$	5,990	32	%	$	13,806	35	%	$	11,391	30	%
Custom Cabling		8,427	41	%		6,494	34	%		14,843	37	%		11,224	29	%
Integrated Systems		5,319	26	%		6,426	34	%		11,012	28	%		15,495	41	%
Total net sales	$	20,691	100	%	$	18,910	100	%	$	39,661	100	%	$	38,110	100	%

	RF Connector			Custom Cabling
	and			Manufacturing and
2025	Cable Assembly			Assembly		Corporate			Total
Net sales	$	27,311		$	30,589	$	-		$	57,900
(Loss) income before provision for income taxes		(4,209	)		5,265		(894	)		161
Depreciation and amortization		1,554			294		-			1,848
Total assets		45,675			22,398		5,128			73,201
Expenditures for Segment Assets		83			86		-			169
2024
Net sales	$	28,406		$	17,998	$	-		$	46,404
(Loss) income before provision for income taxes		(3,104	)		386		(877	)		(3,595	)
Depreciation and amortization		1,610			294		-			1,904
Total assets		49,355			18,112		4,393			71,860
Expenditures for Segment Assets		544			20		-			564

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 three and six months ended April 30, 2026 and 2025 (in thousands):

	Three Months Ended April 30,				Six Months Ended April 30,
	2026		2025		2026		2025

United States	$	19,026	$	16,461	$	36,546	$	34,520
Foreign Countries:
Canada		1,033		1,990		1,805		2,626
China		190		3		258		225
United Kingdom		112		90		228		127
Netherlands		101		92		256		124
All Other		229		274		568		488
		1,665		2,449		3,115		3,590

Totals	$	20,691	$	18,910	$	39,661	$	38,110

Note 9 – Income taxes

In accordance with applicable accounting guidance, the Company is required to use an estimated annual effective tax rate to compute its tax provision during an interim period. However, there is an exception to the use of this method when a reliable estimate of the annual effective tax rate cannot be made due to the sensitivity of changes in estimates of ordinary income (loss). In that case, an entity may report the actual tax provision or benefit applicable when annual income (loss) cannot be estimated as a discrete item in the interim period. This exception was used in determining the tax provision for the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026.

We recorded income tax provisions ~~(benefits)~~ of $8860,000 and ($52135,000) for the three months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, respectively. The effective tax rate for the three months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025 was 186.34% and 6(122.97%), respectively. For the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025, we recorded income tax provisions of $~~259~~94,000 and $2171,~~766,~~000, respectively. The effective tax rate for the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025 was ~~160~~10.92% and (7653.96%), respectively. The effective tax rate for the three months and ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 differed from the U.S. statutory tax rate of 21% primarily due to state taxes, various permanent differences, research and development tax credits, unrecognized tax benefits and change in valuation allowance.

We had $~~241~~271,000 and $~~186~~217,000 of unrecognized tax benefits, as of ~~July~~April 3130, ~~2025~~2026 and October 31, ~~2024~~2025, respectively. The unrecognized tax benefits, if recognized, would result in a net tax benefit of $~~195~~179,000 as of ~~July~~April 3130, ~~2025~~2026.

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 against the deferred tax assets as of ~~July~~April 3130, ~~2025~~2026. 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~~judgments, significant weight is given to evidence that can be objectively verified. After analyzing all available evidence, including the ~~recent~~Company's ~~trend~~cumulative 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 maintained a partial valuation allowance against its federal and state deferred tax assets. The Company's valuation allowance was $4,~~146~~521,000 and $34,~~962~~716,000 as of ~~July~~April 3130, ~~2025~~2026 and October 31, ~~2024~~2025, respectively.

On July 4, 2025, President Donald Trump signed into law the reconciliation tax bill, commonly referred to as the “One Big Beautiful Bill Act” (OBBBA), which constitutes the enactment date under GAAP. Key corporate tax provisions of the OBBBA include the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental (R&E) expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing foreign-derived intangible income (FDII), and the expansion of Section 162(m) aggregation requirements.

Under GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Accordingly, the impact of the OBBBA is reflected in the Company’s financial statements for the third quarter of fiscal 2025, to the extent applicable, as the tax law changes primarily take effect for the fiscal year ending October 31, 2026. The tax law changes did not change the annual effective tax rate for fiscal 2025 or the valuation allowance assessment. The Company is currently evaluating the impact of the OBBBA for fiscal 2026, and an estimate of the financial effect is not available yet.

Note 10 – Intangible assets

Intangible assets consist of the following as of ~~July~~April 3130, ~~2025~~2026 and October 31, ~~2024~~2025 (in thousands):

	July 31, 2025			October 31, 2024
	April 30, 2026			October 31, 2025
Amortizable intangible assets:
Non-compete agreement (estimated life five years)	$	423		$	423
Accumulated amortization		(423	)		(423	)
		-			-
Customer relationships (estimated lives 7 - 15 years)		6,058			6,058
Accumulated amortization		(4,~~138~~429	)		(34,~~848~~235	)
		1,920			2,210
		1,629			1,823
Backlog (estimated life one - two years)		327			327
Accumulated amortization		(327	)		(327	)
		-			-
Patents (estimated life 10 - 14 years)		368			368
Accumulated amortization		(~~233~~258	)		(~~208~~241	)
		135			160
		110			127
Tradename (estimated life 15 years)		1,700			1,700
Accumulated amortization		(~~387~~472	)		(~~302~~416	)
		1,313			1,398
		1,228			1,284
Proprietary technology (estimated life 10 years)		11,100			11,100
Accumulated amortization		(34,~~793~~625	)		(24,~~960~~070	)
		7,307			8,140
		6,475			7,030
Totals	$	109,~~675~~442		$	1110,~~908~~264
Non-amortizable intangible assets:
Trademarks	$	1,174		$	1,174

Amortization expense for the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026 and the fiscal year ended October 31, ~~2024~~2025 was $1822,~~233,~~000 and $1,~~688~~643,000, respectively. As of ~~July~~April 3130, ~~2025~~2026, the weighted-average amortization period for the amortizable intangible assets iswas 6.9121 years.

Note 11 – Commitments

We have operating leases for corporate offices, manufacturing facilities, and certain storage units. Our leases have remaining lease terms of one year to 10five 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 ~~totaling~~of $18,~~000~~540 per month.

We also have other operating leases for certain equipment. The components of our facilities and equipment operating lease expenses for the periods ended ~~July~~April 3130, ~~2025~~2026 and ~~2024~~2025 were as follows (in thousands):

	Three Months Ended July 31,				Nine Months Ended July 31,
	Three Months Ended April 30,				Six Months Ended April 30,
	2025		2024		2025		2024
	2026		2025		2026		2025
Operating lease cost	$	~~733~~746	$	~~749~~739	$	21,~~212~~492	$	21,~~217~~478

As of ~~July~~April 3130, ~~2025~~2026, operating lease right-of-use assets were $1413.3 2 million and operating lease liabilities totaled $1917.3 9 million, of which $2.0 million is classified as current. There were no finance leases as of ~~July~~April 3130, ~~2025~~2026. Future minimum lease payments under non-cancellable leases as of ~~July~~April 3130, ~~2025~~2026 are a total of $2522.2 8 million.

Note 12 – Term Loan and Line of credit

On March 15, 2024, we entered into a loan and security agreement (the “EBC Credit Agreement”) with EBC, as administrative agent, and used proceeds from the initial drawings under the EBC Credit Facilities (as defined below) to repay in full outstanding obligations under the loan agreement we had entered into in February 2022 with Bank of America, N.A. (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, as amended, the “EBC Credit Facilities”) (with a $3.0 million swingline loan sublimit). On June 14, 2024, the parties entered into the First Amendment to the EBC Credit Agreement (the “First Amendment”), which provided for a modified EBC Additional Line of $1.0 million through July 12, 2024, $666,667 from July 13, 2024 through August 11, 2024 and $333,333 from August 12, 2024 through September 10, 2024. Availability of borrowings under the EBC Credit Facilities is 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.

~~The~~In ~~EBC~~the ~~Credit~~absence ~~Agreement~~of ~~provides~~an ~~for~~Event ~~(i) a senior secured revolving loan facility~~ of upDefault to(as ~~$15.0~~defined ~~million~~in (the “EBC ~~Revolving~~Credit ~~Loan Facility”~~Agreement) ~~and~~or ~~(ii)~~certain aother ~~senior~~events ~~secured~~(including ~~revolving~~the ~~credit~~inability ~~facility~~ of upEBC to ~~$1.0~~determine ~~million (~~the ~~“EBC~~Secured ~~Additional~~Overnight ~~Line”~~Financing ~~and~~Rate “SOFR”), ~~together~~borrowings ~~with~~under (a) the EBC Revolving Loan Facility, ~~the~~accrue ~~“EBC~~interest ~~Credit~~at ~~Facilities”)~~a ~~(with~~rate aof ~~$3.0~~the ~~million~~one-month ~~swingline~~term ~~loan~~SOFR ~~sublimit).~~reference Onrate ~~June~~plus ~~14,~~an ~~2024,~~adjustment ~~the~~of ~~parties~~0.11448% ~~entered~~(“Adjusted ~~into~~Term aSOFR”) ~~First~~plus ~~Amendment~~5.00%, toand (b) the EBC ~~Credit~~Additional ~~Agreement~~Line ~~(the~~accrue ~~“First~~interest ~~Amendment”)~~at ~~providing for~~ a ~~modified~~rate ~~EBC~~of ~~Additional~~Adjusted ~~Line~~Term ofSOFR $1plus 6.~~0 million~~50%, ~~through~~in ~~July~~each ~~12,~~case ~~2024,~~subject ~~$666,667~~to ~~from~~a ~~July~~floor ~~13,~~of ~~2024~~2.00% ~~through~~for ~~August~~Adjusted ~~11,~~Term ~~2024~~SOFR. ~~and~~We ~~$333,333~~will ~~from~~be ~~August~~required ~~12,~~to ~~2024~~pay ~~through~~a ~~September~~commitment ~~10,~~fee ~~2024~~of 0.50% ~~Availability~~per ofannum ~~borrowings~~for ~~under~~the unused portion of the EBC ~~Credit~~Revolving ~~Facilities~~Loan ~~will~~Facility. beIn ~~based~~addition ~~upon~~to athe ~~borrowing~~foregoing ~~base~~unused ~~formula~~commitment ~~and~~fee, ~~periodic~~we ~~borrowing~~are ~~base~~required ~~certifications~~to ~~valuing~~pay certain ofother ~~our~~administrative ~~accounts~~fees ~~receivable~~pursuant ~~and~~to ~~inventories,~~the asterms ~~reduced~~of bythe ~~certain~~EBC ~~reserves,~~Credit ~~if any~~Agreement.

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 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 related to~~ the EBC Credit Agreement ~~have~~as ~~been~~Exhibit ~~capitalized~~10.3 ~~and~~to our Quarterly Report on Form 10-Q for the ~~remaining~~quarter ~~balance~~ended January 31, ~~which~~2024, isthe ~~included~~First Amendment as ~~part~~Exhibit of10.1 to our ~~other~~Quarterly ~~long~~Report on Form 10-~~term~~Q ~~assets~~for ~~balance,~~the ~~totaled~~quarter ~~$282~~ended July 31,~~000~~ 2024 and the Second Amendment as ofExhibit ~~July~~10.1 31to our Current Report on Form 8-K filed on November 6, 2025.

AsDebt ofissuance ~~July~~costs ~~31,~~related ~~2025,~~to ~~our outstanding borrowings under~~ the EBC Credit Agreement ~~were~~totaled $7273,~~828,~~000. as Inof ~~accordance~~April ~~with ASC 470-10-45~~30, ~~Other~~2026 ~~Presentations~~and ~~Matters~~were -included ~~General, we have classified the outstanding borrowings~~ as part of ~~current~~our ~~liabilities~~other inlong-term ~~the~~assets ~~condensed consolidated~~ balance ~~sheet~~.

~~Note~~As 13of –April ~~Cash~~30, ~~dividend~~2026, ~~and~~our ~~declared~~outstanding ~~dividends~~borrowings under the EBC Credit Agreement were $6,142,000. In accordance with ASC 470-10-45, Other Presentation Matters - General, we have classified the outstanding borrowings as part of current liabilities in the condensed consolidated balance sheet.

WeNote ~~did~~13 ~~not~~– ~~pay~~Cash ~~any~~ dividends ~~during~~and ~~the~~declared ~~three or nine months ended July 31, 2025, nor during the three or nine months ended July 31, 2024.~~dividends

We did not pay or declare any dividends during the three or six months ended April 30, 2026, nor during the three or six months ended April 30, 2025.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

~~This~~Certain ~~report~~statements ~~contains~~in ~~forward~~this Quarterly Report on Form 10-~~looking~~Q (this “Quarterly Report”), and other oral and written statements made by RF Industries, Ltd., ~~These~~together ~~statements~~with ~~relate~~its five wholly-owned subsidiaries (collectively, hereinafter the “Company”, ”we”, “us”, or “our”), from time to ~~future~~time ~~events~~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, including the potential for expansion of our ~~future~~business or the completion of acquisitions, or projected revenues, income, returns or other financial ~~performance~~measures. In some cases, ~~you can identify~~ forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “~~except~~expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These forward-looking statements are ~~only~~subject ~~predictions.~~to ~~Actual~~numerous ~~events~~risks orand ~~results~~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 5G networks accelerate as expected, as well as our ability to meet any such demand, our ability to finance the expansion of our business or complete acquisitions, the effect of future business acquisitions and dispositions, the incurrence of impairment charges, and competition.

~~Although~~Important wefactors ~~believe~~which ~~that~~may ~~the~~cause ~~expectations~~actual ~~reflected~~results into differ materially from the forward-looking statements are ~~reasonable,~~described wein ~~cannot~~the ~~guarantee~~Sections ~~future~~entitled ~~results,~~“Risk ~~levels~~Factors” ofin ~~activity,~~this ~~performance~~Quarterly orReport ~~achievements.~~and ~~Moreover,~~in ~~neither~~our ~~the~~Annual ~~Company,~~Report ~~nor~~filed ~~any~~on ~~other~~Form ~~person,~~10-K ~~assumes responsibility~~ for the ~~accuracy~~fiscal ~~and~~year ~~completeness~~ended ofOctober ~~the~~31, ~~forward-looking~~2025, ~~statements.~~and Weother ~~are~~risks ~~under~~identified nofrom ~~obligation~~time to ~~update~~time ~~any~~in of the ~~forward-looking~~Company’s ~~statements~~filings ~~after~~with the ~~filing~~Securities ofand ~~this~~Exchange ~~Quarterly~~Commission. ~~Report~~The onCompany ~~Form~~assumes ~~10-Q~~no obligation to ~~conform~~update ~~such~~these forward-looking statements to reflect actual results or to changes in ~~its~~factors ~~expectations~~or assumptions affecting such forward-looking statements.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this ~~Form~~Quarterly ~~10-Q~~Report. Readers are also urged to carefully review and consider the various disclosures made by the Company which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the caption “Risk Factors,” and the audited consolidated financial statements and related notes included in our Annual Report filed on Form 10-K for the fiscal year ended October 31, ~~2024~~2025 and our other reports and filings made with the Securities and Exchange Commission (“SEC”).

Critical Accounting Estimates

~~The~~This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is based on our ~~Consolidated~~unaudited ~~Condensed~~condensed ~~Financial~~consolidated ~~Statements~~financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these condensed consolidated financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, net revenue and expenses, and the disclosure of contingent liabilities. Management believes that there have been no material changes during the three months ended ~~July~~April 3130, ~~2025~~2026 to the items that we disclosed as our critical accounting estimates in the MD&A in our Annual Report on ~~Form10~~Form 10-K for the fiscal year ended October 31, ~~2024~~2025, except as set forth below with respect to the valuation allowance on our deferred income taxes.

The Company continues to evaluate the realizability of its deferred tax assets on a quarterly basis. In prior periods, the Company recorded a valuation allowance due primarily to cumulative losses and other negative evidence.

The Company has generated pre-tax income in each of the most recent four consecutive fiscal quarters and has experienced improved operating results over that period. This recent profitability represents positive evidence that the Company is weighing against the historical negative evidence in assessing the realizability of its deferred tax assets.

If the Company is able to sustain its current level of profitability and generate sufficient future taxable income, it is reasonably possible that a reduction of a significant portion of the valuation allowance may be appropriate in a future reporting period. Any such reduction could result in a material income tax benefit in the period recognized and could have a significant impact on the Company’s effective tax rate and results of operations.

The Company’s assessment remains dependent on the level and sustainability of future earnings and other relevant factors.

Overview

RF Industries, Ltd. (together with subsidiaries, the “Company,” “we”, “us”, or “our”) is a national manufacturer and marketer of interconnect products and systems,. ~~including~~We ~~high-performance~~market ~~components~~a ~~such~~variety asof RFconnector products, including connectors and ~~adapters~~cables, ~~dividers~~standard and custom cable assemblies, ~~directional~~wiring ~~couplers~~harnesses and ~~filters,~~fiber ~~coaxial~~optic ~~cables,~~cable ~~data~~products ~~cables,~~to ~~wire~~numerous ~~harnesses,~~industries ~~fiber~~for ~~optic~~use ~~cables,~~in ~~custom~~thousands ~~cabling~~of applications. We previously aggregated our operating divisions into two reportable segments, ~~energy-efficient~~the ~~cooling~~RF ~~systems~~Connector and ~~integrated~~Cable ~~small~~Assembly ~~cell~~(“RF ~~enclosures.~~Connector”) ~~Through~~segment ~~our~~and ~~manufacturing~~the Custom Cabling Manufacturing and ~~production~~Assembly ~~facilities,~~(“Custom weCabling”) ~~provide~~segment. aDuring ~~wide~~the ~~selection~~fourth quarter of ~~interconnect~~fiscal ~~products~~2025, ~~and~~we ~~solutions~~completed ~~primarily~~changes to ~~telecommunications~~the ~~carriers~~structure ~~and~~of ~~equipment~~our ~~manufacturers~~organization in connection with broader restructuring initiatives, ~~wireless~~including ~~and~~consolidation ~~network~~of ~~infrastructure~~manufacturing ~~carriers~~operations, ~~and~~headcount ~~manufacturers~~reductions, and tothe ~~various~~transition ~~original~~of ~~equipment~~our ~~manufacturers~~sales ~~(“OEMs”)~~organization into ~~several~~a ~~market~~unified, ~~segments~~customer‑centric model. WeAs ~~also~~a ~~design,~~result ~~engineer,~~of ~~manufacture~~these ~~and~~changes, ~~sell~~our ~~energy-efficient~~previous ~~cooling~~RF ~~systems~~Connector and ~~integrated~~Custom ~~small~~Cabling ~~cell~~operating ~~solutions~~segments ~~and~~were ~~related~~combined ~~components~~into a single reportable segment.

WeFor ~~operate~~the ~~through~~six ~~two~~months ~~reporting~~ended ~~segments:~~April ~~(i)~~30, ~~the~~2026, RFrevenues ~~Connector~~generated ~~and~~from ~~Cable~~our ~~Assembly~~interconnect ~~(“RF~~products ~~Connector”)~~were ~~segment,~~35% ~~and~~of ~~(ii)~~ the ~~Custom~~Company’s ~~Cabling~~total ~~Manufacturing~~sales, ~~and~~revenues ~~Assembly~~from ~~(“Custom~~our ~~Cabling”)~~custom ~~segment.~~cabling ~~The~~products RFwere ~~Connector~~37% ~~segment~~of ~~primarily~~the ~~designs,~~Company’s ~~manufactures,~~total ~~markets~~sales and ~~distributes~~revenues afrom ~~broad~~our ~~range~~integrated ofsystems RFwere ~~connector,~~28% ~~adapter,~~of ~~coupler,~~total ~~divider,~~sales. ~~and~~Our ~~cable~~interconnect products, ~~including~~are ~~coaxial~~primarily ~~passives~~standardized ~~and~~products ~~cable~~regularly ~~assemblies that are~~ used inby ~~telecommunications~~customers and, ~~information technology~~therefore, ~~OEM~~have ~~markets~~a ~~and~~more ~~other~~stable ~~end~~revenue ~~markets.~~stream ~~The~~when ~~Custom~~compared ~~Cabling~~to ~~segment~~our ~~designs,~~other ~~manufactures,~~offerings. ~~markets~~Our ~~and distributes~~ custom ~~copper~~cabling ~~and~~products ~~fiber~~are ~~cable~~more ~~assemblies,~~customized ~~complex~~cabling ~~hybrid fiber optic~~ and ~~power~~wire-related ~~solution~~equipment ~~cables,~~under ~~electromechanical~~larger ~~wiring~~project-based ~~harnesses~~purchase ~~for~~orders. aThe ~~broad~~integrated ~~range~~systems ofsolutions ~~applications~~are in a ~~diverse~~blend ~~set~~ of ~~end~~standardized ~~markets,~~offerings ~~energy-efficient~~where ~~cooling~~we ~~systems~~expect ~~for~~a ~~wireless~~more ~~base~~stable ~~stations~~revenue ~~and~~stream ~~remote~~with ~~equipment~~several ~~shelters~~more ~~and~~customized ~~custom~~solutions ~~designed,~~that ~~pole-ready~~tend 4Gto ~~and~~be 5Gpurchased ~~small~~in ~~cell~~large ~~integrated~~project-based ~~enclosures~~orders.

For the nine months ended July 31, 2025, revenues from the Custom Cabling segment were generated from the sale of fiber optics cable, copper cabling, custom patch cord assemblies, and wiring harnesses, which collectively accounted for 53% of the Company’s total sales. Revenues from the RF Connector segment were generated from the sales of RF Connector products and cable assemblies and accounted for 47% of total sales for the nine months ended July 31, 2025. The RF Connector segment mostly sells standardized products regularly used by customers and, therefore, has a more stable revenue stream. On the other hand, the Custom Cabling segment mostly designs, manufactures, and sells customized cabling and wireless-related equipment under larger purchase orders. Accordingly, the Custom Cabling segment is more dependent upon larger orders and its revenues can therefore be more volatile than the revenues of the RF Connector segment.17

Our corporate headquarters are located at 16868 Via Del Campo Court, Suite 200, San Diego, CA 92127. Our phone number is (858) 549-6340.

Liquidity and Capital Resources

Historically, we have been able to fund our liquidity and other capital requirements from funds we generated from operations. We generated operating income during the ~~nine~~six months ended ~~July~~April 3130, ~~2025, as we saw sales continue to recover during the current period~~2026. ~~Further,~~The ~~the~~ cost-cutting measures that were implemented to reduce our operating expenses and to help drive positive operating cash flow and increase liquidity ~~have~~continue ~~started~~ to be realized. These cost-cutting 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 ~~July~~April 3130, ~~2025~~2026, we had a total of $3.04 million of cash and cash equivalents compared to a total of $05.81 million of cash and cash equivalents as of October 31, ~~2024~~2025. As of ~~July~~April 3130, ~~2025~~2026, we had working capital of $1316.15 million and a current ratio of approximately 1.69:1 with current assets of $3435.10 million and current liabilities of $2118.06 million. 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 for at least the next 12 months from the date of filing of this Quarterly Report.

As of ~~July~~April 3130, ~~2025~~2026, we had $1920.70 million of backlog, compared to $1915.5 million as of October 31, ~~2024,~~2025. ~~due~~The increase in backlog relates primarily to shipments made against orders in our custom cabling and integrated systems product offerings. Our backlog may fluctuate from period to period based on customer demand, general business conditions, and particularly the timing of project-based orders from large customers, which impacts our integrated systems offer. Since purchase orders are submitted ~~from~~by 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.

In the ~~nine~~six months ended ~~July~~April 3130, ~~2025~~2026, we ~~generated~~used $~~2.5~~47,000 ~~million~~ of cash infrom our operating activities. This net ~~inflow~~outflow of cash is primarily related to athe ~~decrease~~change in ~~inventories~~accounts payable of $01.63 million ~~as a result of better inventory management and supply chain conditions improving allowing us to carry less inventory on hand~~, $1.82 million from depreciation and amortization, ~~$1.0~~net ~~million~~income ~~from~~of ~~the~~$0.8 ~~change in accounts payable~~million, $0.65 million from stock-based compensation expense, ~~$2.1 million from~~ the change in ~~accrued~~other ~~expenses,~~current assets of $0.14 million, $47,000 from amortization of debt issuance costs and ~~$31,000~~deferred ~~from~~income ~~bad~~taxes ~~debt~~of ~~expense~~$25,000. The cash usage was primarily due to the ~~net~~change ~~loss~~in accrued expenses of $1.6 million, income tax receivable of $0.18 million, ~~the~~an ~~change~~increase in ~~accounts~~inventories ~~receivable~~ of $30.37 million, the change in ~~other~~accounts ~~current~~receivable ~~assets~~ of $0.17 million, right-of-use assets of $0.32 million, $~~43,000~~0.1 million of tax payments on cancelled shares of restricted stock, ~~$12,000~~and ~~gain~~bad ondebt ~~disposal~~expense of ~~fixed assets and~~ $324,000 ~~from deferred income taxes~~.

17During the six months ended April 30, 2026, we also spent $0.3 million on capital expenditures, repaid $1.7 million on the revolving credit facility with EBC, paid $0.1 million in debt issuance cost, and received $0.4 million in proceeds from the exercise of stock options.

~~During~~Our ~~the~~goal ~~nine~~to ~~months~~expand ~~ended~~and ~~July~~grow ~~31,~~our ~~2025~~business both organically and through acquisitions may require material additional capital equipment. In the past, we ~~also~~have ~~spent~~purchased ~~$170~~all additional equipment or financed some of our equipment and furnishings requirements through capital leases. At this time,~~000~~ onwe have not identified any additional capital equipment purchases that would require significant additional leasing or capital expenditures, ~~repaid~~during $0the next 12 months.4 ~~million~~We also believe that based on ~~the~~our ~~revolving~~current ~~credit~~financial ~~facility~~condition, ~~with~~our ~~EBC~~current backlog of unfulfilled orders, ~~received~~and $0our anticipated future operations, we would be able to finance our expansion, if necessary.2 ~~million~~However, inthere ~~proceeds~~can ~~from~~be ~~the~~no ~~exercise~~assurance ofthat ~~stock~~our ~~options~~cash ~~and~~resources ~~received~~will ~~$12~~fund our operating plan,~~000~~ inincluding ~~proceeds~~any ~~from~~organic ~~sales~~expansion ofor ~~fixed~~acquisitions, ~~assets~~for the period anticipated by us, especially if there is a material adverse impact on our business from unforeseen events.

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.

Results of Operations

Three Months Ended ~~July~~April 3130, ~~2025~~2026 vs. Three Months Ended ~~July~~April 3130, ~~2024~~2025

Net sales for the three months ended ~~July~~April 3130, ~~2025~~2026 (the “fiscal ~~2025~~2026 quarter”) increased by ~~17.~~9.4%, or $31.08 million, to $1920.87 million as compared to $18.9 million in the three months ended ~~July~~April 3130, ~~2024~~2025 (the “fiscal ~~2024~~2025 quarter”). ~~Net~~The increase in net sales ~~for~~was ~~the~~primarily ~~fiscal~~attributable ~~2025~~to ~~quarter~~net atsales of the ~~Custom~~custom ~~Cabling~~cabling ~~segment~~product offering, which increased by $31.59 million, or 4929.38%, to $108.64 million, in the fiscal 2026 quarter compared to $76.15 million in the fiscal ~~2024~~2025 quarter., ~~The increase was~~ primarily driven by ~~aerospace~~increased ~~and new~~ market penetration in ~~our~~the ~~Custom~~aerospace ~~Cabling~~and ~~segment~~industrial industries. Net sales ~~for~~of the interconnect product offering also increased by $0.9 million, or 15.9%, to $6.9 million in fiscal 2026 quarter compared to $6.0 million in the fiscal 2025 quarter, atprimarily driven by higher customer demand for fiber applications and wireless infrastructure deployments. Net sales of the RFintegrated ~~Connector~~systems ~~segment~~product offering decreased by $01.51 million, or 517.2%, to $95.23 million asin the fiscal 2026 quarter compared to $96.74 million in the fiscal ~~2024~~2025 quarter, primarily ~~due~~driven toby ~~timing~~a decrease in sales of small cell ~~applications~~solutions to our wireless carrier customers due to the timing of orders and ~~deployment~~shipments based on budget cycles.

Gross profit for the fiscal 2025 quarter increased by $1.7 million to $6.7 million, and gross margins increased to 34% of sales compared to 29.5% of sales in the fiscal 2024 quarter. The increases in gross profit and gross margins were primarily related to the overall product mix and new market penetration.

Engineering expenses increased by $0.1 million to $0.8 million in the fiscal 2025 quarter compared to $0.7 million in the fiscal 2024 quarter. The increase was the result of new product development. Engineering expenses represent costs incurred relating to the ongoing research and development of current and new products.

Selling and general expenses increased by $0.5 million to $5.2 million (26.5% of sales) compared to $4.7 million (28.1% of sales) in the third quarter last year primarily due to an increase in variable compensation related to commissions and bonuses as a result of the higher sales and investment in additional resources.

For the fiscal 2025 quarter, the Custom Cabling segment had pretax income of $2.1 million and the RF Connector segment had a pretax loss of $1.4 million, as compared to $0.3 million income and $0.7 million loss, respectively, for the comparable quarter last year. The increase in pretax income at the Custom Cabling segment was the result of product mix servicing the aerospace and enterprise markets. The increase in pretax loss at the RF Connector segment was primarily due to a decrease in sales relating to timing of orders.

For the fiscal 2025 and 2024 quarters, we recorded income tax provision of $88,000 and income tax benefit of $52,000, respectively. The effective tax rate was 18.3% for the fiscal 2025 quarter, compared to 6.9% for the fiscal 2024 quarter. The change in the effective tax rate from the fiscal 2025 quarter to fiscal 2024 quarter was primarily driven by the effects of the change in valuation allowance, research and development credits, state income taxes, and other expected permanent differences.

For the fiscal 2025 quarter, net income was $0.4 million and fully diluted earnings per share was $0.04, compared to a net loss of $0.7 million and fully diluted loss per share of $0.07 for the fiscal 2024 quarter. For the fiscal 2025 quarter, the diluted weighted average shares outstanding were 10,668,375 as compared to 10,495,082 for the fiscal 2024 quarter.

Nine Months Ended July 31, 2025 vs. Nine Months Ended July 31, 2024

Net sales for the nine months ended July 31, 2025 (the “fiscal 2025 nine-month period”) of $57.9 million increased by 24.8%, or $11.5 million, compared to the nine months ended July 31, 2024 (the “fiscal 2024 nine-month period”). The increase in net sales is attributable mainly to the Custom Cabling segment, which increased by $12.6 million, or 70.0%, to $30.6 million compared to $18.0 million in the fiscal 2024 nine-month period, primarily driven by tier one carrier applications for our direct air cooling and small cell enclosure offering and new market penetration through our Cables Unlimited business division. Net sales for the fiscal 2025 nine-month period at the RF Connector segment decreased by $1.1 million, or 3.9%, to $27.3 million compared to $28.4 million in the fiscal 2024 nine-month period, primarily due to fluctuations in our distribution business.

Gross profit ~~for~~increased ~~the~~by ~~fiscal~~$1.3 ~~2025~~million ~~nine-month~~to ~~period increased by~~ $57.3 million in the fiscal 2026 quarter compared to $186.40 million ~~while~~in the fiscal 2025 quarter, and gross ~~margins~~margin increased to 3135.81% of sales in the fiscal 2026 quarter compared to 2831.25% of sales in the fiscal ~~2024~~2025 ~~nine-month period~~quarter. The ~~increases~~increase in gross profit and gross ~~margins~~margin were primarily ~~driven~~related byto ~~applications~~the ~~for~~overall ~~our~~product ~~direct~~mix ~~air cooling~~ and ~~small~~improved ~~cell~~operational ~~enclosure~~efficiencies ~~offerings~~across ~~and~~the ~~our diverse custom cabling product offerings into aerospace and enterprise markets~~organization.

Engineering expenses ~~remained~~increased ~~consistent~~by at $0.2 million to $0.19 million ~~for~~in the fiscal ~~2025~~2026 ~~nine-month~~quarter ~~period~~ compared to $0.7 million in the fiscal ~~2024~~2025 ~~nine-month~~quarter. ~~period~~The increase was the result of resource allocation associated with new product development. Engineering expenses represent costs incurred relating to the ongoing research and development of current and new products.

Selling and general expenses increased by $10.51 million to $155.43 million (2625.64% of sales) in the fiscal 2026 quarter compared to $135.92 million (3027.03% of sales) in the ~~nine-month~~fiscal ~~period~~2025 ~~last~~quarter ~~year~~ primarily due to an increase in variable compensation related to commissions and bonuses as a result of ~~the~~ higher sales, ~~bonuses~~ and investment in additional resources. ~~We incurred one-time charges of $0.2 million relating to severance and related legal expenses in the fiscal 2025 nine-month period.~~

For the fiscal ~~2025~~2026 ~~nine-month~~and ~~period~~2025 quarters, ~~pretax~~we recorded income tax provision of $60,000 and $135,000, respectively. The effective tax rate was 6.4% for the ~~Custom~~fiscal ~~Cabling~~2026 ~~segment~~quarter, ~~was~~compared $5to (122.37%) ~~million~~for ~~and~~the fiscal 2025 quarter. The change in the ~~pretax~~effective ~~loss~~tax ~~for~~rate from the RFfiscal ~~Connector~~2026 ~~segment~~quarter to fiscal 2025 quarter was ~~$4.2~~primarily ~~million,~~driven asby ~~compared~~the tochange ~~$0.4~~in ~~million~~valuation ~~income~~allowance, research and ~~$3.1~~development ~~million loss~~credits, ~~respectively~~unrecognized tax benefits, ~~for~~state ~~the~~income ~~comparable~~taxes, ~~nine-month~~and ~~period~~other ~~last~~expected ~~year~~permanent differences.

For the fiscal ~~2025~~2026 ~~and 2024 nine-month periods~~quarter, wenet ~~recorded~~ income ~~tax~~was ~~provision of~~ $~~259,000~~0.9 million and ~~$2,766,000,~~fully ~~respectively.~~diluted ~~The~~income ~~effective~~per ~~tax~~share ~~rate~~ was ~~160~~$0.~~9% for the fiscal 2025 nine-month period~~08, compared to ~~(76.9%)~~a ~~for~~net ~~the~~loss ~~fiscal~~of ~~2024~~$0.2 ~~nine-month~~million ~~period.~~and ~~The~~fully ~~change~~diluted inloss ~~effective~~per ~~tax~~share ~~rate~~of $0.02 for the fiscal 2025 ~~and~~quarter. ~~2024~~For ~~nine-month~~the ~~periods~~fiscal ~~was~~2026 ~~primarily~~quarter, ~~driven by~~ the ~~effects~~diluted ofweighted ~~the~~average ~~change~~shares inoutstanding ~~valuation~~were ~~allowance~~11,424,572 ~~research~~as ~~and~~compared ~~development~~to ~~credits~~10, ~~state income taxes~~669,608 ~~and~~for ~~other~~the ~~expected~~fiscal ~~permanent~~2025 ~~differences~~quarter.

~~For~~Six ~~the~~Months ~~fiscal~~Ended ~~2025~~April ~~nine-month period~~30, ~~net~~2026 ~~loss was $0~~vs.1 ~~million~~Six ~~and~~Months ~~fully~~Ended ~~diluted~~April loss per share was ($0.01) per share as compared to a net loss of $6.4 million and fully diluted loss per share of ($0.61) per share for the fiscal 2024 nine-month period. For the fiscal 2025 nine-month period30, ~~the diluted weighted average shares outstanding were 10,632,566 as compared to 10,466,862 for the fiscal 2024 nine-month period.~~2025

Net sales for the six months ended April 30, 2026 (the “fiscal 2026 six-month period”) increased by 4.1%, or $1.6 million, to $39.7 million compared to $38.1 million in the six months ended April 30, 2025 (the “fiscal 2025 six-month period”). The increase in net sales was primarily attributable to net sales of the custom cabling product offering, which increased by $3.6 million, or 32.2%, to $14.8 million in the fiscal 2026 six-month period compared to $11.2 million in the fiscal 2025 six-month period, primarily driven by increased aerospace demand and organic growth within our existing customer base and product portfolio. Net sales of the interconnect product offering also increased by $2.4 million, or 21.2% to $13.8 million in the fiscal 2026 six-month period compared to $11.4 million in the fiscal 2025 six-month period, primarily driven by higher customer demand for fiber optic and general connectivity solutions. Net sales of the integrated systems product offering decreased by $4.5 million, or 28.9%, to $11.0 million in the fiscal 2026 six-month period compared to $15.5 million in fiscal 2025 six-month period, primarily driven by the timing of orders and shipments to our wireless carrier customers based on longer system design approval and budget cycles.

Gross profit increased by $1.7 million to $13.4 million for the fiscal 2026 six-month period compared to $11.7 million in the fiscal 2025 six-month period, and gross margin increased to 33.8% of sales in the fiscal 2026 six-month period compared to 30.6% of sales in the fiscal 2025 six-month period. The increases in gross profit and gross margin were primarily related to the overall increase in sales, product mix and continued operational efficiencies.

Engineering expenses increased by $0.4 million to $1.8 million in the fiscal 2026 six-month period compared to $1.4 million in the fiscal 2025 six-month period. The increase was the result of resource allocation associated with new product development. Engineering expenses represent costs incurred relating to the ongoing research and development of new products.

Selling and general expenses increased by $0.2 million to $10.3 million (26.1% of sales) in the fiscal 2026 six-month period compared to $10.1 million (26.6% of sales) in the fiscal 2025 six-month period primarily due to an increase in stock-based compensation expense and public company fees.

For the fiscal 2026 and 2025 six-month periods, we recorded income tax provision of $94,000 and $171,000, respectively. The effective tax rate was 10.2% for the fiscal 2026 six-month period, compared to (53.6%) for the fiscal 2025 six-month period. The change in effective tax rate for the fiscal 2026 and 2025 six-month periods was primarily driven by the effects of the change in valuation allowance, research and development credits, state income taxes, and other expected permanent differences.

For the fiscal 2026 six-month period, net income was $0.8 million and fully diluted income per share was $0.07 per share as compared to a net loss of $0.5 million and fully diluted loss per share of ($0.05) per share for the fiscal 2025 six-month period. For the fiscal 2026 six-month period, the diluted weighted average shares outstanding were 11,221,542 as compared to 10,614,364 for the fiscal 2025 six-month period.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required under this Item.

Item 4. 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 SEC’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 ~~July~~April 3130, ~~2025~~2026.

Changes in Internal Control Over Financial Reporting

During the ~~third~~second quarter of fiscal ~~2025~~2026, there were no changes in the internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Company is a party to various claims and legal proceedings that arise in the ordinary course of business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain and we cannot assure you that their ultimate disposition will not have a material adverse effect on our business, financial condition, cash flows, or results of operations. Except as discussed below, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition, results of operations, or cash flows. The Company discloses contingent liabilities even if the liability is not probable or estimable, or both, if there is a reasonable possibility that a material loss may have been incurred.

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.

AsOn ofOctober ~~September 11~~30, 2025, nowe ~~class~~executed ~~certification~~a ~~deadline~~memorandum orof ~~trial~~understanding, ~~date~~pursuant ~~has~~to ~~been~~which ~~set.~~the ~~The~~Company ~~parties~~agrees ~~attended private~~to ~~mediation~~pay, on ~~August~~an 7,all-in ~~2025.~~and ~~The~~non-reversionary ~~parties thereafter reached a settlement in principle~~basis, ~~for which the parties are currently negotiating~~ a ~~long-form~~total settlement ~~agreement.~~amount ~~Any~~of ~~settlement~~$855,000, ~~will~~which behas ~~subject~~been toaccrued ~~Court~~as ~~approval. A~~of ~~case~~October ~~management conference is scheduled for December 19~~31, 2025.

As of June 15, 2026, 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 agreement, which will be subject to Court approval. The Motion for Preliminary Approval of the Settlement is scheduled to be heard in Court on August 7, 2026.

Item 1A. Risk Factors

Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or our industry, as well as risks that affect businesses in general. In addition to the information and risk factors set forth in this Quarterly Report ~~on Form 10-Q~~, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2024~~2025, filed with the SEC on January 2114, ~~2025~~2026 (the “Annual Report”). The risks disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows, or results of operations and thus our stock price. ~~The~~We ~~information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report. Other than the risk factor set forth below, we~~ believe there have been no material changes in our risk factors from those disclosed in the Annual Report. However, additional risks and uncertainties not currently known or which we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report ~~on Form 10-Q~~. Because of such risk factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Issuer Purchases of Equity Securities

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

During the quarterly period ended ~~July~~April 3130, ~~2025~~2026, no director or officer of the Company adopted or terminated any Rule 10b5-1 trading arrangement, and/or any non-Rule 10b5-1 trading arrangement (as such terms are defined pursuant to Item 408 of Regulation S-K).

Item 6. Exhibits

Exhibit
Number
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.1	Amended and Restated Articles of Incorporation (previously filed as Exhibit 3.1 to the Company’s Form 8-K, dated August 31, 2012, which exhibit is incorporated herein by reference)
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3.2	Amended and Restated Bylaws (previously filed as Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended April 30, 2023, which exhibit is incorporated herein by reference)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Schema.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

101.INS	Inline XBRL Instance Document.

101.SCH	Inline XBRL Taxonomy Schema.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.

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

* Filed herewith ** Furnished herewith.

SIGNATURES

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

	RF INDUSTRIES, LTD.
Date: September 11, 2025	By:	/s/ Robert Dawson
Date: June 15, 2026	By:	/s/ Robert Dawson
		Robert Dawson Chief Executive Officer (Principal Executive Officer)

Date: September 11, 2025	By:	/s/ Peter Yin
Date: June 15, 2026	By:	/s/ Peter Yin
		Peter Yin Chief Financial Officer (Principal Financial and Accounting Officer)

2223

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