Form 8-K - Current report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 27, 2023

NORTECH SYSTEMS INCORPORATED

(Exact name of registrant as specified in charter)

Minnesota	0-13257	41-1681094
(State or other jurisdiction	(Commission	IRS Employer
of incorporation)	File Number)	Identification No.)

7550 Meridian Circle N. Ste 150, Maple Grove, MN 55369

(Address of principal executive offices)

(952) 345-2244

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from 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 14-2(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(s)		Name of each exchange on which registered:
Common Stock, par value $.01 per share		NSYS		NASDAQ Capital Market

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. ☐

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Directors

On October 27, 2023, Amy Fredregill and Jose Peris were appointed to the Board of Directors (the "Board”) of Nortech Systems Incorporated (the "Company”).

Ms. Fredregill and Mr. Peris will receive fees and equity compensation for their work consistent with other non-employee directors of the Company.

Item 9.01 Financial Statement and Exhibits.

99.1 News release dated November 1, 2023 (furnished)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Date: November 1, 2023

		Nortech Systems Incorporated
		(Registrant)

		/s/ Alan K. Nordstrom
		Alan K. Nordstrom Acting Chief Financial Officer and Corporate Controller

Exhibit 99.1

Nortech Welcomes Two New Board Members

MINNEAPOLIS - Nortech Systems Incorporated (Nasdaq: NSYS), a leading provider of engineering and manufacturing solutions for complex electromedical and electromechanical products announced today two new members were elected to Nortech’s board of directors. Amy Fredregill and Jose Peris bring a wealth of experience and expertise to the Board, and will be instrumental in helping Nortech drive shareholder value.

Amy Fredregill has over 25 years of impact across industries, particularly advising the C-suite of energy, food and agricultural companies as well as governmental entities. She has a track record of working with leaders to drive shareholder value, and is skilled in business model transformation, scaling and succession planning. Amy has deep expertise in sustainability and environmental planning for organizations. Amy has a bachelor's degree in Economics from the College of Saint Benedict and a master's degree in Public Policy from George Washington University.

Jose Peris has extensive experience in finance and wealth management, including financial planning, investment consulting, private banking, trust and estate services. He is well-versed in corporate governance, risk management, education, and stewardship. Jose holds the equivalent of a bachelor’s degree in Economics from Universidad Autónoma de Madrid in Spain and carries both a master’s degree and Ph.D. in Economics from the University of Minnesota.

“We are thrilled to welcome Jose and Amy to the Nortech Board of Directors,” said Nortech Chairman, David Kunin. “Their expertise and experience will be invaluable as we navigate Nortech’s future as a leader in ESG, greentech, medtech as well as digital data connectivity and transformation.”

About Nortech Systems Incorporated

Nortech Systems is a leading provider of design and manufacturing solutions for complex electromedical devices, electromechanical systems, assemblies, and components. Nortech Systems primarily serves the medical, aerospace & defense, and industrial markets. Its design services span concept development to commercial design, and include medical device, software, electrical, mechanical, and biomedical engineering. Its manufacturing and supply chain capabilities are vertically integrated around wire/cable/interconnect assemblies, printed circuit board assemblies, as well as system-level assembly, integration, and final test. Headquartered in Maple Grove, Minn., Nortech currently has seven manufacturing locations and design centers across the U.S., Latin America, and Asia. Nortech Systems is traded on the NASDAQ Stock Market under the symbol NSYS. Nortech's website is www.nortechsys.com.

Document And Entity Information	Oct. 27, 2023
Document Information [Line Items]
Entity, Registrant Name	NORTECH SYSTEMS INCORPORATED
Document, Type	8-K
Document, Period End Date	Oct. 27, 2023
Entity, Incorporation, State or Country Code	MN
Entity, File Number	0-13257
Entity, Tax Identification Number	41-1681094
Entity, Address, Address Line One	7550 Meridian Circle N.
Entity, Address, City or Town	Maple Grove
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55369
City Area Code	952
Local Phone Number	345-2244
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	NSYS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000722313