AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 27, 2018
Registration Statement
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Wireless Telecom Group, Inc.
(Exact name of registrant as specified in
its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
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22-2582295
(IRS Employer Identification No.)
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25 Eastmans Road
Parsippany, New Jersey 07054
(Address, including zip code, of registrant’s
principal executive offices)
Registrant’s telephone number, including area code:
(973) 386-9696
Michael Kandell
Chief Financial Officer
Wireless Telecom Group, Inc.
25 Eastmans Road
Parsippany, New Jersey 07054
(973) 386-9696
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
LaDawn Naegle, Esq.
Bryan Cave Leighton Paisner
llp
1155 F Street, N.W.
Washington, D.C. 20004
202-508-6000
Fax 202-508-6200
Approximate date of
commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box:
o
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please
check the following box:
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box.
o
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
o
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 (Check one):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Emerging growth company
o
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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 7(a)(2)(B) of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title
of each class of securities to be registered
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Proposed
maximum offering price
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Amount
of registration fee (2)
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Common
Stock, par value $0.01 per share (1)
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$40,000,000
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$4,980.00
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933,
as amended (the “Securities Act”), the shares being registered hereunder
include such indeterminate number of shares of common stock as may be issuable with respect
to the shares being registered hereunder as a result of stock splits, stock dividends,
or similar transactions.
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(2)
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Calculated pursuant to Rule 457(o) of the Securities
Act based on the proposed maximum aggregate offering price of all shares of common stock
to be registered.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 27,
2018
PROSPECTUS
$40,000,000
Wireless Telecom Group, Inc.
COMMON STOCK ($0.01 PAR VALUE)
From time to time, we
may offer and sell shares of our common stock with total gross proceeds of up to $40,000,000.
This prospectus provides
a general description of the terms that may apply to an offering of our common stock. Each time we offer shares of our common stock,
we will provide a supplement to this prospectus that contains specific information about the offering. We may also authorize one
or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related
free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this
prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated
by reference, before you invest in our common stock.
This prospectus may
not be used to consummate a sale of our common stock unless accompanied by a prospectus supplement
Our common stock is listed on the NYSE American
under the symbol “WTT.” On August 24, 2018, the closing price of our common stock was $1.82
per
share.
As of July 16, 2018,
the aggregate market value of our outstanding common stock held by non-affiliates was approximately $41,426,564 based on 18,494,002
shares of common stock held by non-affiliates and the last reported sale price of our common stock on such date. Pursuant to General
Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus with a value of more than one-third
of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market
value of our common stock held by non-affiliates is less than $75,000,000. During the 12 calendar months prior to, and including,
the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.6 of Form S-3.
We may sell shares of
our common stock directly to investors, through agents designated from time to time or to or through underwriters or dealers, on
a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled “Plan
of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any shares of our common stock
with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions,
discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such shares and the
net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Investing in our common stock involves
a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other
documents that are incorporated by reference into this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE
OF THIS PROSPECTUS IS , 2018.
TABLE
OF CONTENTS
ABOUT THIS
PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration
process. Under this shelf registration process, we may, from time to time, sell shares of our common stock in one or more offerings
in amounts that we will determine from time to time, up to a total aggregate offering price of $40,000,000. This prospectus provides
you with a general description of our common stock.
In this prospectus, “we,” “us,”
“our,” and the “Company”” refer to Wireless Telecom Group, Inc., a New Jersey corporation, together
with its subsidiaries.
For further information about our business
and the securities, you should refer to the registration statement containing this prospectus and its exhibits. The exhibits to
our registration statement contain the full text of certain contracts and other important documents we have summarized in this
prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase
the securities we offer, you should review the full text of these documents. We have filed and plan to continue to file other documents
with the SEC that contain information about us and our business. Each time we sell shares of our common stock under this prospectus,
we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings.
The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update
or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus.
You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the
information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,”
before investing in our common stock.
Neither we, nor any agent, underwriter, dealer,
salesperson or other person has authorized any person to give any information or to make any representations other than those contained
or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus
in connection with the offer made by this prospectus, any accompanying prospectus supplement or any related free writing prospectus.
You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any accompanying
prospectus supplement as if we had authorized it.
This prospectus, any accompanying prospectus
supplement or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which they relate, nor does this prospectus, any accompanying prospectus supplement
or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the information
contained in this prospectus, any accompanying prospectus supplement or any related free writing prospectus is correct on any date
after their respective dates or that any information we have incorporated by reference is correct on any date after the date of
the document incorporated by reference, even though this prospectus, any accompanying prospectus supplement or any related free
writing prospectus may be delivered or securities may be sold on a later date.
Investing in our securities involves a high
degree of risk. You should carefully consider the section entitled “Risk Factors” in this prospectus, any accompanying
prospectus supplement and any related free writing prospectus before you invest in our securities.
You should also carefully read the additional
information described in the sections entitled “Incorporation of Certain Documents by Reference” and “Where You
Can Find More Information” before you invest in our securities.
Special
note REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents
that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. Any statements about our expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but
not always, made through the use of words or phrases such as “anticipate,” “estimate,” “plans,”
“projects,” “continuing,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend” and similar words or phrases. Accordingly, these statements involve estimates,
assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking
statements are qualified in their entirety by reference to the factors discussed in this prospectus or incorporated by reference.
Forward-looking statements are subject
to known and unknown risks and uncertainties that could cause actual results to differ materially from those expected or implied
by the forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements
for many reasons, including the factors described in the reports referenced in the section entitled “Risk Factors”
in this prospectus.
You should not unduly rely on these
forward-looking statements, which speak only as of the date on which it is made. We undertake no obligation to publicly revise
any forward-looking statement to reflect circumstances or events after the date of this prospectus or to reflect the occurrence
of unanticipated events. You should, however, review the factors and risks we describe in the reports we file from time to time
with the SEC after the date of this prospectus. The reports we file from time to time with the SEC are available to the public
over the Internet at the SEC’s website http://www.sec.gov as described under the heading “Where You Can Find More Information.”
Prospectus
summary
This summary highlights
certain information about us and information appearing elsewhere in this prospectus and in the documents we incorporate by reference.
This summary is not complete and does not contain all of the information that you should consider before investing in our securities.
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus and the financial statements and notes thereto appearing in our Annual and Quarterly Reports, which
are incorporated herein by reference. Before you decide to invest in our securities, to fully understand this offering and its
consequences to you, you should carefully read this entire prospectus carefully, including the matters set forth under the caption
“Risk Factors,” any accompanying prospectus supplement and the other documents incorporated by reference herein and
therein.
Business Overview
Wireless Telecom Group
specializes in the design and manufacture of advanced radio frequency and microwave devices which enable the development, testing
and deployment of wireless technology. The Company provides unique, highly customized and configured solutions which drive innovation
across a wide range of traditional and emerging wireless technologies.
Wireless Telecom Group
is comprised of four brands – Microlab, Boonton, Noisecom, and CommAgility – organized into three reporting segments
– Network Solutions, Test and Measurement and Embedded Solutions.
Our customers include
wireless carriers, defense contractors, military and government agencies, satellite communication companies, network equipment
manufacturers, tower companies, semiconductor device manufacturers and system integrators.
Our products include
components, modules, systems and instruments used across the lifecycle of wireless connectivity and communication development,
deployment and testing. Our customers use these products in relation to commercial infrastructure development, the expansion and
upgrade of distributed antenna systems, deployment of small cell technology and private long term evolution (“LTE”)
networks. In addition, the Company’s products are used in the development and testing of satellite communication systems,
radar systems, semiconductor devices, automotive electronics and avionics.
Network Solutions
Our Network Solutions
segment is comprised of our
Microlab
business.
Microlab designs and
manufactures a wide selection of radio frequency components and integrated subsystems for signal conditioning and distribution
in the wireless infrastructure markets. Microlab products are used in small cell deployments, distributed antenna systems, in-building
wireless solutions and cellular base-stations. Microlab is a leader in low passive intermodulation (“PIM”) radio frequency
and microwave products for these purposes.
Microlab components
possess unique capabilities in the area of broadband frequency coverage, minimal loss and low passive intermodulation. High performance
components – such as power combiners, directional couplers, attenuators, terminators and filters – are developed for
broadband applications to support commercial in-building wireless networks, public safety networks, rail and transportation deployments,
corrosive salt/fog environment build-outs and global positioning system (“GPS”) signal distribution.
Along with components and integrated subsystems,
the Microlab portfolio also includes system performance monitoring and timing synchronization solutions. These products include
a portfolio of GPS digital repeaters and splitters for cellular timing synchronization as well as a passive systems monitor for
real-time diagnostics of an in-building distributed antenna system.
Test and Measurement
Our Test and Measurement
segment is comprised of the
Boonton
and
Noisecom
brands.
Boonton
Boonton is a leader
in high performance radio frequency (“RF”) and microwave test equipment for radar, avionics, electronic warfare, electromagnetic
interference compatibility, and satellite and wireless communications applications. Used across the semiconductor, military,
aerospace, medical and commercial communications industries, Boonton products enable a wide range of radio frequency power measurements
and signal analysis for radio frequency product design, production, maintenance and testing.
Boonton designs and
produces electronic test and measurement equipment including power meters, power sensors, voltmeters, and audio and modulation
analyzers. These products measure and analyze the performance of radio frequency and microwave systems used by the military and
commercial sectors. Boonton products are also used to test terrestrial and satellite communications, radar and telemetry. Certain
power meter products are designed for measuring signals based on wideband modulation formats, allowing a variety of measurements
to be made, including maximum power, peak power, average power and minimum power.
Noisecom
Noisecom is a leader
in radio frequency and microwave noise sources for signal jamming, system impairment, reference level comparison and calibration,
receiver robustness testing, and jitter injection. Noisecom designs and produces noise generation instruments, calibrated noise
sources, noise modules and diodes. Noisecom noise products are used to provide wide band interference and test signals for sophisticated
commercial communication and defense applications, and as a stable reference standard for advanced systems found in radar applications
and satellite communications. Noise source products:
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simulate
challenging signaling conditions in data and radio frequency transmission systems, such
as jitter testing for high speed data lines used in modern computer architecture;
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send
signals for noise measurement to allow wireless receivers and transmitters to be optimized;
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are
used for jamming radio frequency signals, blocking or disturbing enemy radar and other
communications and insulating and protecting friendly communications; and
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comprise
components in radar systems as part of built-in test equipment to continuously monitor
the radar receiver and in-satellite communications where the use of back-up receivers
are becoming more common.
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Electronic noise generation
devices from Noisecom come in a variety of product types including noise diodes, built-in-test modules (“BITE”), calibrated
noise sources, jitter sources, cryogenic noise standards and programmable instruments. Calibrated noise sources are available from
audio to millimeter wavelengths in coaxial or waveguide modules. Programmable instruments are highly configurable and able
to generate precise carrier-to-noise, signal-to-noise and broadband white noise levels. Noisecom products are customizable to meet
the unique needs of challenging applications and can be designed for high power, high crest factor, and specific filtering.
Embedded Solutions
Our Embedded Solutions
segment consists of our subsidiary
CommAgility
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CommAgility develops
embedded signal processing and radio frequency modules, as well as LTE physical layer and stack software, for 4G and emerging 5G
mobile network and related applications. Combining the latest digital signal processing (“DSP”), field programmable
gate array (“FPGA”) and radio frequency technologies with advanced, industry-leading software, CommAgility provides
compact, powerful and reliable products for integration into high performance test equipment, specialized radio and intelligence
systems, and R&D demonstrators.
CommAgility engineers
work closely with customers to provide hardware and software solutions for the most demanding real-time signal processing, test
and control challenges in wireless baseband, semiconductor processing, medical imaging, radar and sonar applications. Additionally,
CommAgility licenses, implements and customizes LTE physical layer and stack software for private LTE networks supporting satellite
communications, the military and aerospace industries, offering our customers unique implementation capabilities built on the LTE
standard.
Competitive Strengths
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We
have long-standing relationships with a core group of diverse customers in the wireless,
telecommunication, satellite, military, aerospace, semiconductor and medical industries
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We
are agile in providing highly customized and configured solutions to the customer’s
technical specifications
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We
have long-standing, well-established sales channels and relationships which allow us
to bring new solutions to market quickly
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We
are diversified across multiple customer segments, providing solutions to enable development,
testing and deployment
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We
are an approved vendor at all four of the major US carriers with hundreds of approved
Network Solutions products
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We
have an embedded base of products and instruments in our Test & Measurement segment
which leads to recurring purchases of our products
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Strategy
We will drive organic
growth through investments in the development of new products and services for high growth opportunities and in optimization of
our core operations.
Network Solutions.
We are expanding our product lines to include more active solutions and continuing the evolution of our passive product
line. We are investing in the alignment of our RF conditioning solutions toward small cell densification initiatives and 5G development,
leveraging our smaller form factors and configuration agility. We will continue to specialize our solutions for wireless communication
deployment of new technologies in new markets and remain committed to high quality and high performance.
Test and Measurement.
We believe that the increasing complexity and quantity of wireless devices will require more sophisticated and higher throughput
test equipment, resulting in growth opportunities for both Boonton and Noisecom. We will continue to provide high performance instruments
for RF and microwave test and develop new millimeter wave solutions for the future of wireless connectivity. We expect our investments
in R&D will enable us to ensure that our industry leading hardware performance and software throughput capabilities remain
ahead of the competition as we target existing and emerging commercial and military applications such as 5G, advanced radar, internet
of things, satellite communications and semiconductor development. Our product strategy with both the Boonton and Noisecom product
lines is to target larger sections of the market by leveraging our current brand, specialist expertise and distribution channels.
Embedded Solutions.
We will continue to support the evolution of the LTE software stack, develop hardware for wider bandwidth applications
and take on project-specific customization for our customers. We will continue to invest in technical agility of our solution set
to address higher bandwidth requirements, increasing numbers of users, lower costs of ownership, and customization agility.
Corporate Information
We were incorporated in New Jersey in January
1985 under the name Noise Com, Inc. Our name was changed to Wireless Telecom Group, Inc. in November 1995.
O
ur principal
executive offices are located at 25 Eastmans Road, Parsippany, New Jersey 07054, and our telephone number is (973) 386-9696. Our
website is located at www.wirelesstelecomgroup.com.
Our website is included in this prospectus and any applicable prospectus
supplement as an inactive textual reference only. Except for the documents specifically incorporated by reference into this prospectus,
information contained on our website is not incorporated by reference into this prospectus and any applicable prospectus supplement
and should not be considered to be a part of this prospectus or any applicable prospectus supplement.
RISK FACTORS
Investing in our
securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described
in (i) the sections entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent quarterly,
annual and other reports, each as filed with the SEC, which are incorporated by reference in this prospectus in their entirety;
(ii) the risk factors set forth below (“—Risks Relating to this Offering and Ownership of our Common Stock”)
and (iii) any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including in any applicable
prospectus supplement or related free writing prospectus. For more information, see the sections entitled “Incorporation
of Certain Documents by Reference” and “Where You Can Find More Information.” Our business, financial condition
or results of operations could be materially adversely affected by any of these risks. In addition, the trading price of our securities
could decline due to any of these risks, and you may lose all or part of your investment. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also affect our business, financial condition or results of operations.
Risks Relating to this Offering and Ownership of our Common
Stock
The price of our common stock may fluctuate significantly
and you could lose all or part of your investment.
Volatility in the market price of our common
stock may prevent you from being able to sell your common stock at or above the price you paid for your common stock in this offering.
The market price for our shares could fluctuate significantly for various reasons, including, without limitation:
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our operating and financial performance and
prospects;
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our
quarterly or annual earnings or earnings estimates, or those of other companies in our
industry;
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failure
to meet external expectations or management guidance;
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the
loss of one or more individually large customers, and its impact on our revenues, profitability
and financial condition;
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our
creditworthiness, financial condition, performance and prospects;
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actual
or anticipated growth rates relative to our competitors;
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perceptions
of the investment opportunity associated with our common stock relative to other investment
alternatives;
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future
announcements concerning our business or our competitors’ businesses;
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the
public’s reaction to our press releases, other public announcements and filings
with the SEC;
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our
inability to compete in our business with competitors who are significantly larger than
us and have much greater resources than us;
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market
and industry perception of our success, or lack thereof, in pursuing our strategy;
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strategic
actions by us or our competitors, such as acquisitions, restructurings, significant contracts
or joint ventures;
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changes
in conditions or trends in our industry, geographies or customers;
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general
market, economic and political conditions;
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arrival
and departure of key personnel;
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the
number of shares of common stock to be publicly traded after this offering;
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sales
of common stock by us, our directors, executive officers or principal shareholders; and
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adverse
resolution of litigation against us
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In addition, stock markets, including the NYSE American, have
experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities issued
by many companies, including companies in our industry. As a result of the factors described above, shareholders may not be able
to resell their common shares at or above their purchase price or may not be able to resell them at all. These market and industry
factors may materially reduce the market price of our common shares, regardless of our operating performance.
Our stockholders may experience further dilution if we
issue additional shares of common stock in the future.
Any additional future
issuances of common stock by us will reduce the percentage of our common stock owned by investors purchasing shares in this offering
who do not participate in such future issuances. In most circumstances stockholders will not be entitled to vote on whether or
not we issue additional common stock. In addition, depending on the terms and pricing of an additional offering of our common stock
and the value of our assets, our stockholders may experience dilution in both the book value and fair value of their shares.
Additional acquisitions, investments, joint ventures and
other business initiatives may require substantial investment of funds or financings by the issuance of debt or additional equity
securities, which may negatively affect the market price of our common stock.
The growth of Wireless Telecom Group through
the successful acquisition and integration of complementary businesses is an important component of our corporate strategy. We
may also target future acquisitions to expand or add functionality and capabilities to our existing portfolio of products and services.
We may also consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third
parties to address particular market segments. Any such acquisition, investment, joint ventures or other business collaborations
may require substantial investment of funds or financings by the issuance of debt or additional equity or equity-related securities.
Additionally, sales of substantial amounts
of shares of common stock (or securities that are convertible into or exercisable or exchangeable for shares of common stock) in
the public market, or the perception that these sales may occur, could cause the market price of our shares to decline and could
impair our ability to raise additional capital through the sale of our equity securities. To the extent we issue substantial additional
shares of common stock, the ownership and voting power of our existing shareholders would be diluted and our earnings per share
could be reduced, which may negatively affect the market prices for our shares. If we are unable to access capital markets on acceptable
terms or at all, we may not be able to consummate acquisitions, or may have to do so on the basis of a less than optimal capital
structure.
We will have broad discretion in the use of proceeds from
this offering and our existing cash, cash equivalents and short-term investments, and may invest or spend the proceeds in ways
with which you do not agree and in ways that may not yield a return.
We will have broad discretion in the application
of the net proceeds from this offering and our existing cash, cash equivalents and short-term investments. You may not agree with
our decisions, and our use of the proceeds and our existing cash, cash equivalents and short-term investments may not improve our
results of operation or enhance the value of our common stock. In addition, we may also use a portion of our net proceeds to acquire
and invest in complementary products or businesses; however, we currently have no agreements or commitments to complete any such
transaction. Investors will be relying on our judgment regarding the use of the net proceeds from this offering. You will not have
the opportunity to influence our management’s decisions on how to use the net proceeds from this offering. Our failure to
apply the net proceeds of this offering effectively could result in financial losses that could materially impair our ability to
pursue our strategy, cause the market price of our common stock to decline, or require us to raise additional capital.
Failure to maintain effective internal controls in accordance
with Sarbanes-Oxley could have a material adverse effect on our business and common stock price.
As a public company with SEC reporting obligations,
we are required to document and test our internal control procedures to satisfy the requirements of Section 404(b) of Sarbanes-Oxley,
which require annual assessments by management of the effectiveness of our internal control over financial reporting. As a smaller
reporting company, we are exempt from the auditor attestation requirement of Section 404(b) of Sarbanes-Oxley.
During the course of our assessment, we may
identify deficiencies that we are unable to remediate in a timely manner. Testing and maintaining our internal control over financial
reporting may also divert management’s attention from other matters that are important to the operation of our business.
We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance
with Section 404(b) of Sarbanes-Oxley. If we conclude that our internal control over financial reporting is not effective,
we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or its effect on our operations.
Moreover, any material weaknesses or significant deficiencies in our internal control over financial reporting may impede our ability
to file timely and accurate reports with the SEC. Any of the above could cause investors to lose confidence in our reported financial
information or our common stock listing on the NYSE American exchange to be suspended or terminated, which could have a negative
effect on the trading price of our common stock.
All of our debt obligations, and any future indebtedness
we may incur, will have priority over our shares with respect to payment in the event of a liquidation, dissolution or winding
up.
In any liquidation, dissolution or winding
up of the Company, our shares of common stock would rank below all debt claims against us. In addition, any convertible or exchangeable
securities or other equity securities (including preferred shares) that we may issue in the future may have rights, preferences
and privileges more favorable than those of our shares of common stock. Our share capital includes 2,000,000 authorized (but currently
unissued) shares of preferred stock. As a result, holders of shares of our common stock will not be entitled to receive any payment
or other distribution of assets upon the liquidation or dissolution until after our obligations to our debt holders and holders
of equity securities that rank senior to shares of our common stock, if any, have been satisfied.
If securities or industry analysts do not publish research
or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading
volume could decline.
The trading market for our common stock might
be influenced by the research and reports that industry or securities analysts publish about us or our business. If any analysts
issue adverse or misleading opinions regarding us, our business model, products or stock performance, out stock price could decline
and the trading volume of our stock could decline.
We are not currently paying dividends and will likely
not pay dividends for the foreseeable future.
We have never paid or declared any cash dividends
on our common stock. We currently intend to retain all available funds and any future earnings to fund the development and expansion
of our business, and we do not anticipate paying any cash dividends in the foreseeable future. In addition, our outstanding debt
restricts us from paying any dividends or making any other distribution or payment on account of our common stock. Any future determination
to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations,
capital requirements, contractual restrictions and other factors that our board of directors deems relevant.
USE OF PROCEEDS
We will retain broad discretion over the
use of the net proceeds from the sale of our common stock offered hereby. Except as described in any prospectus supplement or any
related free writing prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from the
sale of our common stock offered hereby for working capital and general corporate purposes, which may include acquisitions or investing
in businesses, products or technologies that are complementary to our own, although we have no current plans, commitments or agreements
with respect to any such acquisitions as of the date of this prospectus. We may also use a portion of net proceeds for capital
expenditures, debt repayment, research and development, sales and marketing and general and administrative expenses. We will set
forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from the
sale of any common stock sold pursuant to the prospectus supplement or free writing prospectus.
Pending the application of the net proceeds,
we may invest the net proceeds in short-term, investment grade, interest-bearing securities, certificates of deposit or direct
or guaranteed obligations of the U.S. government.
PLAN OF
DISTRIBUTION
We may sell the securities
from time to time pursuant to underwritten public offerings, direct sales to the public, negotiated transactions, block trades,
“at the market” offerings as defined in Rule 415 promulgated under the Securities Act or a combination of these methods.
We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers.
We may distribute securities
from time to time in one or more transactions:
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·
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at a fixed price or prices, which
may be changed;
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·
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at market prices prevailing at the time of sale;
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·
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at prices related to such prevailing market prices;
or
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·
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at negotiated prices.
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Unless stated otherwise
in the applicable prospectus supplement, the obligations of any underwriter to purchase securities will be subject to certain conditions,
and an underwriter will be obligated to purchase all of the applicable securities if any are purchased. If a dealer is used in
a sale, we may sell the securities to the dealer as principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.
We or our agents may
solicit offers to purchase securities from time to time. Unless stated otherwise in the applicable prospectus supplement, any agent
will be acting on a best efforts basis for the period of its appointment.
In connection with the
sale of securities, underwriters or agents may receive compensation (in the form of discounts, concessions or commissions) from
us or from purchasers of securities for whom they may act as agents. Underwriters may sell securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities
may be deemed to be underwriters, as that term is defined in the Securities Act, and any discounts or commissions received by them
from us and any profits on the resale of the securities by them may be deemed to be underwriting discounts and commissions under
the Securities Act. We will identify any such underwriter or agent, and we will describe any compensation paid to them, in the
related prospectus supplement.
Underwriters, dealers
and agents may be entitled under agreements with us to indemnification against and contribution toward certain civil liabilities,
including liabilities under the Securities Act.
If stated in the applicable
prospectus supplement, we will authorize agents and underwriters to solicit offers by certain specified institutions or other persons
to purchase securities at the public offering price set forth in the prospectus supplement under delayed delivery contracts providing
for payment and delivery on a specified date in the future. Institutions with which these contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and other
institutions, but shall in all cases be subject to our approval. These contracts will be subject only to those conditions set forth
in the applicable prospectus supplement and the applicable prospectus supplement will set forth the commission payable for solicitation
of these contracts. The obligations of any purchaser under any such contract will be subject to the condition that the purchase
of the securities shall not be prohibited at the time of delivery under the laws of the jurisdiction to which the purchaser is
subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these
contracts.
There is no established
trading market for any security other than our common stock, which is listed on the NYSE American (“NYSE”) under the
symbol “WTT.” No assurance can be given as to the liquidity of the trading market for our securities. Any underwriter
may make a market in these securities. However, no underwriter will be obligated to do so, and any underwriter may discontinue
any market making at any time, without prior notice.
If underwriters or dealers
are used in the sale, until the distribution of the securities is completed, SEC rules may limit the ability of any underwriters
and selling group members to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters
are permitted to engage in certain transactions that
stabilize the price of the securities. These transactions may consist of bids
or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short
position in the applicable securities in connection with any offering (in other words, if they sell more securities than are set
forth on the cover page of the applicable prospectus supplement) the representatives of the underwriters may reduce that short
position by purchasing securities in the open market. The representatives of the underwriters may also elect to reduce any short
position by exercising all or part of any over-allotment option we may grant to the underwriters, as described in the prospectus
supplement. The representatives of the underwriters may also impose a penalty bid on certain underwriters and selling group members.
This means that if the representatives purchase securities in the open market to reduce the underwriters’ short position
or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters and selling
group members who sold those shares as part of the offering.
In general, purchases
of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher
than it might be in the absence of those purchases. The imposition of a penalty bid might also have an effect on the price of the
securities to the extent that it discourages resales of the securities. The transactions described above may have the effect of
causing the price of the securities to be higher than it would otherwise be. If commenced, the representatives of the underwriters
may discontinue any of the transactions at any time. In addition, the representatives of any underwriters may determine not to
engage in those transactions or that those transactions, once commenced, may be discontinued without notice.
Certain of the underwriters
or agents and their associates may engage in transactions with and perform services for us or our affiliates in the ordinary course
of their respective businesses.
In no event will the
commission or discount received by any Financial Industry Regulatory Authority (“FINRA”) member or independent broker-dealer
participating in a distribution of securities exceed eight percent of the aggregate principal amount of the offering of securities
in which that FINRA member or independent broker-dealer participates.
LEGAL MATTERS
Bryan Cave Leighton Paisner LLP, Washington,
D.C., will pass upon certain legal matters for us. The validity of the shares of common stock offered by this prospectus will be
passed upon for us by McCarter & English, LLP, Newark, New Jersey.
Additional legal matters may
be passed upon for any underwriters, dealers or agents by counsel that will be named in the applicable prospectus supplement.
EXPERTS
PKF O’Connor Davies, LLP, an independent
registered public accounting firm, has audited the consolidated financial statements of Wireless Telecom Group, Inc. included in
our Annual Report on Form 10-K, as of and for the years ended December 31, 2017 and 2016 as set forth in their report on our consolidated
financial statements, which is incorporated by reference in this prospectus and elsewhere in this registration statement. Such
consolidated financial statements of Wireless Telecom Group, Inc. are incorporated by reference in reliance on PKF O’Connor
Davies, LLP’s report, given on the authority of such firm as experts in accounting and auditing.
Incorporation
of Certain Documents by Reference
The SEC allows
us to “incorporate by reference” the information we file with it in this prospectus, which means that we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is an important
part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information
in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have
already filed with the SEC and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
, until all securities offered by this prospectus have
been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information
included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information
is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document:
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Our Annual
Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March
12, 2018;
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·
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Our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018, filed with
the SEC on May 9, 2018 and August 9, 2018, respectively;
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Our Current
Reports on Form 8-K filed on June 11, 2018 and August 27, 2018;
and
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·
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The
description of our Common Stock contained in our Current Report on Form 8-K filed with
the SEC on August 27, 2018.
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For purposes of the registration statement
of which this prospectus is a part, any statement contained in a document incorporated or deemed to be incorporated by reference
shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document.
Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration
statement of which this prospectus is a part.
You may receive a copy of any of the documents
incorporated by reference in this prospectus from the SEC on its web site (http://www.sec.gov), or you may read and copy any materials
we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information
on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You can also obtain these documents from us,
without charge, by writing or calling us at the following address:
Wireless Telecom Group, Inc.
25 Eastmans Road
Parsippany, New Jersey 07054
(973) 386-9696
We will provide to each person, including
any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the
documents that are incorporated by reference into this prospectus but not delivered with this prospectus. You may request a copy
of these filings by writing or calling us at the following address:
Wireless Telecom Group, Inc.
25 Eastmans Road
Parsippany, New Jersey 07054
(973) 386-9696
Our website is
http://www.wirelesstelecomgroup.com.
Our website is included in this prospectus and any applicable prospectus supplement
as an inactive textual reference only. Except for the documents specifically incorporated by reference into this prospectus, information
contained on our website is not incorporated by reference into this prospectus and any applicable prospectus supplement and should
not be considered to be a part of this prospectus or any applicable prospectus supplement.
WHERE YOU
CAN FIND MORE INFORMATION
We are subject to the informational requirements
of the Exchange Act. As a result, we file annual, quarterly and special reports, proxy statements and other information with the
SEC. You may read and copy any of these documents at the SEC’s public reference room in Washington, D.C., which is located
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov.
We have filed with the SEC a registration
statement under the Securities Act that registers the distribution of these securities. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about us and the securities. The rules and regulations
of the SEC allow us to omit certain information included in the registration statement from this prospectus. You can get a copy
of the registration statement from the sources referred to above.
disclosure
of commission position on
indemnification for securities act liabilities
New Jersey Business Corporation Act
New Jersey’s Business Corporation Act
permits New Jersey corporations to include in their certificates of incorporation a provision eliminating or limiting the personal
liability of directors and officers for damages arising from certain breaches of
fiduciary
duty.
Our certificate of incorporation includes a provision eliminating the personal liability of our directors and officers of the company
and its stockholders for damages to the maximum extent permitted by New Jersey law, including exculpation for acts or omissions
in violation of directors’ and officers’ fiduciary duties of care. Under current New Jersey law, liability is not eliminated
in the case of a breach of a director’s or officer’s duty of loyalty (i.e., the duty to refrain from transactions involving
improper conflicts of interest) to the company or its stockholders, the failure to act in good faith, the knowing violation of
law or the obtainment of an improper personal benefit. Our certificate of incorporation does not have an effect on the availability
of equitable remedies (such as an injunction or rescissions) for breach of fiduciary duty. However, as a practical matter, equitable
remedies may
not
be available in particular circumstances. The Company also has in
effect a policy
of insurance covering all of its directors and officers against certain liabilities and reimbursing the company for obligations
for which it occurs as a result of its indemnification of such directors, officers and employees. The current policy covers the
period through November 30, 2018 and the Company intends to renew that coverage at the end of the existing policy period.
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities
being registered, we will either rely upon the opinion of counsel as to whether or not to pay indemnification, or submit the matter
to a court of appropriate jurisdiction.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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ITEM 14.
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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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The following table sets forth the costs
and expenses payable by Wireless Telecom Group, Inc., except any underwriters’ fees and expenses, in connection with the
sale of the securities being registered hereby.
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SEC registration fee
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$
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4,980.00
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Printing expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Miscellaneous expenses
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*
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Total
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$
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*
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_______________
* These fees will be dependent on the number of offerings
conducted and, therefore, cannot be estimated at this time. In accordance with Rule 430B under the Securities Act, additional information
regarding estimated fees and expenses will be provided at the time information as to an offering is included in a prospectus supplement.
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ITEM 15.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Under the Business Corporation Act of the
State of New Jersey (“New Jersey Law”), we can indemnify our directors and officers against liabilities they may incur
in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Our
certificate of incorporation includes a provision eliminating or limiting the personal liability of directors and officers for
damages arising from certain breaches of fiduciary duty. Our certificate of incorporation includes a provision eliminating the
personal liability of our directors and officers of the company and its stockholders for damages to the maximum extent permitted
by New Jersey law, including exculpation for acts or omissions in violation of directors’ and officers’ fiduciary duties
of care. Under current New Jersey law, liability is not eliminated in the case of a breach of a director’s or officer’s
duty of loyalty (i.e., the duty to refrain from transactions involving improper conflicts of interest) to the company or its stockholders,
the failure to act in good faith, the knowing violation of law or the obtainment of an improper personal benefit. Our certificate
of incorporation does not have an effect on the availability of equitable remedies (such as an injunction or rescissions) for breach
of fiduciary duty. However, as a practical matter, equitable remedies may not be available in particular circumstances.
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Exhibit Number
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Exhibit
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1.1
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Form of Underwriting Agreement*
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4.1
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Restated Certificate of Incorporation of Wireless Telecom Group, Inc. (incorporated herein by reference to Exhibit 3.1 to Wireless Telecom Group Inc.’s Annual Report on Form 10-K/A filed on April 22, 2005)
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4.2
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Amended and Restated By-laws (incorporated herein by reference to Exhibit 3.1 to Wireless Telecom Group, Inc.’s Current Report on Form 8-K, filed on July 1, 2016)
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5.1
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Opinion of McCarter & English, LLP, counsel to the registrant
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23.1
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Consent of PKF O’Connor Davies, LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of McCarter & English, LLP (contained in Exhibit 5.1)
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24.1
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Power of attorney (contained on signature page)
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_______________
* To the extent required, to be filed either by an amendment
to the Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated
herein by reference.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;
provided
,
however
,
that
the undertakings
set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
Provided
,
however
, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in
a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(9) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Parsippany, State of New Jersey, on this 27th day of August, 2018.
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Wireless Telecom Group, Inc.
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By:
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/s/ Timothy Whelan
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Name:
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Timothy Whelan
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Title:
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Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENT, that each
person whose signature appears below constitutes and appoints Timothy Whelan and Michael Kandell and each or either of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments or any abbreviated registration
statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is
sought) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Timothy Whelan
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Chief Executive Officer and Director
(Principal Executive Officer)
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August 27, 2018
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Timothy Whelan
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/s/ Michael Kandell
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Chief Financial Officer
(Principal Financial Officer)
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August 27, 2018
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Michael Kandell
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/s/ Alan L. Bazaar
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Chairman of the Board
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August 27, 2018
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Alan L. Bazaar
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/s/ Joseph Garrity
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Director
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August 27, 2018
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Joseph Garrity
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/s/ Mitchell Herbets
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Director
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August 27, 2018
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Mitchell Herbets
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/s/ Michael H. Millegan
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Director
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August 27, 2018
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Michael H. Millegan
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/s/ Allan D. L. Weinstein
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Director
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August 27, 2018
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Allan D. L. Weinstein
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Wireless Telecom (AMEX:WTT)
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