Item
1.01 Entry into a Material Definitive Agreement
On
July 21, 2021, Wireless Telecom Group, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales
Agreement”) with B. Riley Securities, Inc. (the “Agent”), to issue and sell through the Agent, shares of the Company’s
common stock, par value $0.01 per share, having an aggregate offering price of up to $12,000,000 (the “Shares”). The Company
expects to use net proceeds, if any, from the offering for debt repayment and for certain earn-out payments under the Share Purchase
Agreement, dated as of November 13, 2019, by and among the Company and Holzworth Instrumentation Inc., among others, as amended
by that certain First Amendment to Share Purchase Agreement, dated as of January 31, 2020 and that certain Second Amendment to Share
Purchase Agreement, dated February 19, 2021 (the “Holzworth Purchase Agreement”), as well as research and development expenses.
Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Company’s previously filed
and currently effective registration statement on Form S-3 (File No. 333-227051) filed with the Securities and Exchange Commission (the
“Commission”) on August 27, 2018, and declared effective on September 17, 2018. A prospectus supplement relating to
the offering of the Shares was filed with the Commission on July 21, 2021.
The
Shares may be offered and sold through the Agent from time to time by any method that is deemed to be an “at the market offering”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Agent is not
required to sell any specific number of Shares, but will act as the Company’s sales agent using reasonable best efforts
consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. Under the Sales Agreement,
the Agent will be entitled to compensation of up to 3.0% of the gross proceeds from each sale of the Shares sold through it as the Agent
and up to 5.0% of the gross proceeds from each block trade of the Shares. The amount of net proceeds the Company will receive
from this offering, if any, will depend upon the actual aggregate principal amount of the Shares sold, after deduction of the Agent’s
commission and any transaction fees. Because there is no minimum offering amount required as a condition to close this offering, the
actual total public offering amount, commissions and net proceeds to us, if any, are not determinable at this time.
The
Sales Agreement contains customary representations, warranties and covenants of the Company, indemnification obligations of the Company
and the Agent, including for liabilities under the Securities Act, and other obligations of the parties and termination provisions.
The
provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party
other than the parties to such agreement and are not intended as documents for investors and the public to obtain factual information
about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to
other disclosures contained in the Company’s filings with the Commission.
The
Agent and its affiliates have in the past and may in the future provide various investment banking, commercial banking, financial advisory
and other financial services to the Company and its affiliates, for which services they may in the future receive customary fees and
expenses.
A
copy of the legal opinion of McCarter & English, LLP, relating to the validity of the Shares that may be issued and sold pursuant
to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The
foregoing description of the material terms of the Sales Agreement is subject to, and qualified in its entirety by reference to, the
full text of the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.