UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~March 3020, ~~2022~~2023

Wireless Telecom Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

(State or Other Jurisdiction of Incorporation)

001-11916

22-2582295

(Commission

File Number)

(IRS Employer

Identification No.)

25 Eastmans Road
Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

(973) 386-9696

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		WTT		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.0102. ~~Completion~~Results of ~~Acquisition~~Operations ofand ~~Disposition~~Financial ~~of Assets~~Condition.

On ~~December~~March 3023, ~~2022~~2023, Wireless Telecom Group, Inc., a New Jersey corporation (the “Company”), ~~and~~issued ~~its~~a ~~wholly~~press ~~owned~~release ~~subsidiary,~~announcing ~~Wireless~~its ~~Telecommunications~~operating ~~Group,~~results ~~LTD,~~for ~~a company organized under~~ the ~~laws~~three ~~of England~~ and ~~Wales~~twelve ~~(“Holdings”),~~month ~~completed~~period ~~the transaction~~ended ~~(the “Transaction”) pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) dated~~ December 431, 2022 ~~with E-Space Acquisitions LLC, a Delaware limited liability company (“Buyer”), and eSpace Inc~~., a Delaware corporation, as guarantor. Pursuant to the Purchase Agreement, the Buyer acquired 100% of the issued and outstanding equity interests of Holdings from the Company. The consideration for the Transaction was $14.5 million, inclusive of $13.75 million in cash consideration and a $750,000 note payable, subject to agreed-upon reductions and certain post-closing adjustments as set forth in the Purchase Agreement.

~~The~~A ~~above~~copy ~~description~~ of the ~~Purchase~~press ~~Agreement~~release ~~and the Transaction~~ is ~~only~~furnished ~~a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed~~ as Exhibit 1099.1 ~~to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 5, 2022 and is incorporated herein by reference~~hereto.

Item 95.0102 ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~(b)~~On ~~Pro~~March ~~forma~~20, ~~financial~~2023, ~~information~~the Company entered into a separation agreement with Alfred Rodriguez and he will step down from his position as Senior Vice President as of April 1, 2023. As part of the Separation Agreement, pursuant to the terms of his employment contract, the Company will pay Mr. Rodriguez a lump sum amount of $112,500 as well as salary continuation payments for nine months. Mr. Rodriguez will provide a general release of claims against the Company and its affiliates.

~~The pro~~Item forma financial information of the Company as adjusted to give effect to the sale of the Holdings is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 999.101. toFinancial ~~this~~Statements ~~Current Report on Form 8-K and incorporated herein by reference.~~Exhibits

(d) Exhibits. ~~The following exhibits are filed as a part of this report.~~

Exhibit No.		Description
99.1		~~Unaudited~~Press ~~Pro~~Release ~~Forma Condensed Consolidated Financial Statements~~ of Wireless Telecom Group, Inc., dated March 23, 2023
99.2		Press Release of Wireless Telecom Group, Inc., dated December 30, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	WIRELESS TELECOM GROUP, INC.	~~WIRELESS TELECOM GROUP, INC.~~
Date: December 30, 2022	By:	/s/ Michael Kandell
Date: March 23, 2023	By:	/s/ Michael Kandell
		Michael Kandell
		Chief Financial Officer

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