As
filed with the Securities and Exchange Commission on January 13, 2021
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Blonder
Tongue Laboratories, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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52-1611421
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(State
or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S.
Employer
Identification
Number)
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One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Address, Including ZIP code, and
Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
Eric Skolnik
Senior Vice President and Chief Financial Officer
One Jake Brown Road
Old Bridge, New Jersey 08857
(732) 679-4000
(Name, Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies
to:
Gary
P. Scharmett, Esq.
Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103-7018
Telephone: (215) 564-8000
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
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,
check the following box. ☒
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. ☐
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. ☐
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, check the following box. ☐
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. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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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
comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.001
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1,428,571
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(2)
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$
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1.35
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(3)
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$
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1,928,570.85
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(3)
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$
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210.41
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Common Stock, par value $0.001
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714,286
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(4)
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$
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1.25
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(5)
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$
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892,857.50
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(5)
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$
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97.41
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Total
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2,142,857
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—
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$
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2,821,428.35
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$
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307.82
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also
covers such additional securities as may become issuable in connection with any stock split, stock dividend or pursuant to
anti-dilution provisions of the securities registered.
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(2)
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Consists
of shares of Common Stock issued by the registrant in the private placement described herein.
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(3)
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Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price
per share and aggregate offering price are based on the average of the high and low prices of the Company’s Common Stock
on January 7, 2021, as reported on the NYSE American.
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(4)
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Consists
of shares of Common Stock issuable upon the exercise of the warrants issued in the private placement described herein.
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(5)
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Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(g) under the Securities Act. The proposed
maximum offering price for shares of Common Stock underlying the warrants is based on their exercise price of $1.25 per share.
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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 which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the 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. The selling stockholders 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 the selling stockholders named in this prospectus are not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated January 13, 2021
PROSPECTUS
Blonder
Tongue Laboratories, Inc.
2,142,857
Shares
Common Stock
The
selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 2,142,857 shares
of our common stock, par value $0.001 per share (“Common Stock”), comprised of (i) 1,428,571 shares of our Common
Stock (the “Shares”) issued in a private placement to certain accredited investors (the “Purchasers”)
pursuant to a Securities Purchase Agreement dated as of December 14, 2020 (the “Securities Purchase Agreement”) and
(ii) 714,286 shares of our Common Stock (the “Warrant Shares”) issuable upon the exercise of warrants (the “Warrants”)
issued in the private placement pursuant to the Securities Purchase Agreement.
The
Shares and the Warrants were issued to the Purchasers in reliance upon an exemption from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and Rule
506 of Regulation D thereunder. We are registering the offer and resale of the Shares and the Warrant Shares to satisfy our obligations
under a Registration Rights Agreement dated as of December 14, 2020 (the “Registration Rights Agreement”) that we
entered into with the Purchasers.
We
will not receive any of the proceeds from the sale of the Shares or the Warrant Shares by the selling stockholders. However, we
will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds,
if any, for general corporate purposes.
You
should read this prospectus, together with the additional information described under the headings “Incorporation of Certain
Documents by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our
securities.
The
selling stockholders, or their permitted pledgees, assignees or other successors-in-interest, may offer or resell the Shares and
Warrant Shares from time to time through public transactions on the NYSE American or any other stock exchange, market or trading
facility on which shares of our Common Stock are traded or in private transactions, at fixed or negotiated prices. The selling
stockholders may also sell the shares of Common Stock securities under Rule 144 under the Securities Act or any other available
exemption from registration under the Securities Act rather than under this prospectus. The selling stockholders will bear all
commissions and discounts, if any, attributable to the sale of shares of Common Stock offered hereby, and all selling and other
expenses incurred by them in connection with such sales. We will bear all costs, expenses and fees in connection with the registration
of the shares of Common Stock offered hereby. For additional information on the methods of sale that may be used by the selling
stockholders, see “Plan of Distribution” beginning on page 13 of this prospectus.
Our
Common Stock is listed on the NYSE American under the symbol “BDR.” On January 12, 2021 the last reported sale price
of our Common Stock on the NYSE American was $1.49 per share.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus, as
well as those risk factors contained in the reports we file with the Securities and Exchange Commission (the
“SEC”), that are incorporated or deemed to be incorporated by reference herein, to read about other risk factors
you should consider before making a decision to invest in any of our securities.
Neither
the SEC or any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy
of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2021
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act using a “shelf”
registration process. The selling stockholders named in this prospectus may resell, from time to time, in one or more offerings,
the shares of Common Stock offered by this prospectus. Information about the selling stockholders may change over time. When the
selling stockholders sell shares of Common Stock under this prospectus, we will, if necessary and required by law, provide a prospectus
supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to,
update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the description
of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information
in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along
with all of the information incorporated by reference herein and therein, before making an investment decision.
You
should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement.
We have not, and the selling stockholders have not, authorized any other person to provide you with different or additional information.
If anyone provides you with different or additional information, you should not rely on it. This prospectus is not an offer to
sell, nor are the selling stockholders seeking an offer to buy, the shares offered by this prospectus in any jurisdiction where
the offer or sale is not permitted. No offers or sales of any of the shares of Common Stock are to be made in any jurisdiction
in which such an offer or sale is not permitted.
You
should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the
documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus,
before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free
writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated
by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to
the date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the
information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only
as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our
business, financial condition, results of operations and prospects may have changed since that date.
All
references in this prospectus and any prospectus supplement to “Blonder Tongue,” the “Company,” “we,”
“us,” “our,” or similar references refer to Blonder Tongue Laboratories, Inc., and its subsidiaries on
a consolidated basis, except where the context otherwise requires or as otherwise indicated.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the documents incorporated by reference herein and therein contain forward-looking information
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking
statements relate to future events regarding such matters as anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar matters. In order to comply with the terms of the
safe harbor provisions, we note that a variety of factors could cause our actual results and experience to differ materially and
adversely from the anticipated results or other expectations expressed in the forward-looking statements. The risks and uncertainties
that may affect the operation, performance, development and results of our business include, but are not limited to, those matters
discussed in our Annual Report on Form 10-K for the year ended December 31, 2019 in the sections entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors,” and in the same
sections of our subsequently-filed Quarterly Reports on Form 10-Q, as such information may be amended or supplemented by information
contained in our subsequently-filed Current Reports on Form 8-K. The words “believe,” “expect,” “anticipate,”
“project,” “target,” “intend,” “plan,” “seek,” “estimate,”
“endeavor,” “should,” “could,” “may” and similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to projections for our future financial performance, our anticipated
growth trends in our business and other characterizations of future events or circumstance are forward-looking statements. Readers
also should carefully review the risk factors we describe in other documents we file from time to time with the SEC. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, or, in the case of other
documents referred to herein, the dates of those documents. We do not undertake any obligation to release publicly or otherwise
provide any revisions to these forward-looking statements to reflect events or circumstances occurring after the date hereof or
to reflect the occurrence of unanticipated events, except as may be required under applicable law.
SUMMARY
This
summary highlights information contained elsewhere in this prospectus and in the documents we incorporate by reference. This summary
does not contain all of the information that you should consider before deciding to invest in our securities. You should read
this entire prospectus and any applicable prospectus supplement carefully, including the “Risk Factors” sections contained
in this prospectus or the applicable prospectus supplement and Part I, Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2019 and Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June
30, 2020 and September 30, 2020, as may be updated by our subsequently-filed Current Reports on Form 8-K, as well as our financial
statements and the related notes and the other documents incorporated by reference herein, which are described under the heading
“Incorporation of Certain Documents by Reference.”
Blonder
Tongue Laboratories, Inc.
Blonder
Tongue was incorporated in November 1988, under the laws of Delaware as GPS Acquisition Corp. for the purpose of acquiring the
business of Blonder-Tongue Laboratories, Inc., a New Jersey corporation, which was founded in 1950 by Ben H. Tongue and Isaac
S. Blonder to design, manufacture and supply a line of electronics and systems equipment principally for the private cable industry.
Following the acquisition, we changed our name to Blonder Tongue Laboratories, Inc. Blonder Tongue completed the initial public
offering of its shares of Common Stock in December 1995.
Today,
Blonder Tongue is a technology-development and manufacturing company that delivers a wide range of products and services to the
telecommunications, cable entertainment and media industry. For 70 years, Blonder Tongue/Drake products have been deployed in
a long list of locations, including lodging/hospitality, multi-dwelling units/apartments, broadcast studios/networks, universities/schools,
healthcare/hospitals, fitness centers, government facilities/offices, prisons, airports, sports stadiums/arenas, entertainment
venues/casinos, retail stores, and small-medium businesses. These applications are variously described as commercial, institutional
and/or enterprise environments and will be referred to herein collectively as “CIE”. The customers we serve include
business entities installing private video and data networks in these environments, whether they are the largest cable television
operators, telco or satellite providers, integrators, architects, engineers or the next generation of Internet Protocol Television
(“IPTV”) streaming video providers. The technology requirements of these markets change rapidly, and our research
and development team is continually delivering high performance, lower cost solutions to meet customers’ needs.
Our
strategy is focused on providing a wide range of products to meet the needs of the CIE environments described above, including
lodging/hospitality, multi-dwelling units/apartments, broadcast studios/networks, universities/schools, healthcare/hospitals,
fitness centers, government facilities/offices, prisons, airports, sports stadiums/arenas, entertainment venues/casinos, retail
stores, and small-medium businesses, and to provide offerings that are optimized for an operator’s existing infrastructure,
as well as the operator’s future strategy. A key component of this growth strategy is to provide products that deliver the
latest technologies (such as IPTV and digital 4K, UHD, HD and SD video content) and have a high performance-to-cost ratio.
In
2019, Blonder Tongue initiated a consumer premise equipment (“CPE”) sales initiative. The CPE products comprise primarily
Android-based IPTV set top boxes sold to the Tier 2 and Tier 3 cable and telecommunications service providers. This strategic
initiative is designed to secure an in-home position with our product offerings, more intimate, direct relationships with a wide
range of service providers, and increased sales of our CIE products by our Premier Distributors to those same service providers.
In its first year, the CPE product initiative achieved sales to over 45 different telco, municipal fiber, and cable operators
and accounted for approximately 20% of Blonder Tongue’s 2019 revenues. Sales of CPE products were $1,379,000 and $1,498,000
in the third three months of 2020 and 2019 and $3,051,000 and $2,691,000 in the first nine months of 2020 and 2019, respectively.
We
have seen a continuing shift in product mix from analog products to digital products and expects this shift to continue. Accordingly,
any substantial decrease in sales of analog products without a related increase in digital products or other products could have
a material adverse effect on Blonder Tongue’s results of operations, financial condition and cash flows. Sales of digital
video headend products were $801,000 and $1,292,000 and sales of analog video headend products were $323,000 and $366,000 in third
three months of 2020 and 2019, respectively. Sales of digital video headend products were $2,603,000 and $5,482,000 and sales
of analog video headend products were $838,000 and $1,249,000 in the first nine months of 2020 and 2019, respectively.
Like
many businesses throughout the United States and the world, we have been adversely affected by the COVID-19 outbreak. Because
there are daily developments regarding the outbreak, we are continually assessing the current and anticipated future effects on
our business, including how these developments are impacting or may impact our customers, employees and business partners. In
our core CIE business, we have experienced a noticeable decline in sales, as many of our customers have significantly reduced
their business operations. In our CPE business we have experienced a more substantial reduction in anticipated sales, again as
a result of our customers’ significant decrease in their business activities. With uncertainties surrounding the extent
to which the COVID-19 outbreak will affect the economy generally, and our customers and business partners in particular, it is
impossible for us to predict when conditions will improve to the point that we may reasonably forecast when our sales might return
to historical levels. However, we are currently taking steps to significantly reduce our expenses, including adjustments in our
staffing (in the form of furloughs as well as some permanent headcount reductions) and reductions in manufacturing activities,
which we believe will improve our ability to continue our operations at current levels and meet our obligations to our customers.
Our
manufacturing is allocated primarily between our facility in Old Bridge, New Jersey (“Old Bridge Facility”) and key
contract manufacturing located in the People’s Republic of China (“PRC”), South Korea and Taiwan. Blonder Tongue
currently manufactures most of its digital products, including the NXG product line and latest encoder, transcoder and EdgeQAM
collections, at the Old Bridge Facility. Since 2007 we have transitioned and continues to manufacture certain high volume, labor
intensive products, including many of our analog and other products, in the PRC, pursuant to manufacturing agreements that govern
the production of products that may from time to time be the subject of purchase orders submitted by (and in the discretion of)
Blonder Tongue. Although we do not currently anticipate the transfer of any additional products to the PRC or other countries
for manufacture, we may do so if business and market conditions make it advantageous to do so. Manufacturing products both domestically
at our Old Bridge Facility as well as off shore in the PRC, South Korea and Taiwan, enables Blonder Tongue to realize cost reductions
while maintaining a competitive position and time-to-market advantage.
We
may, from time to time, provide manufacturing, research and development and product support services for other companies’
products. In 2015, Blonder Tongue entered into an agreement with VBrick Systems, Inc. (“VBrick”) to provide procurement,
manufacturing, warehousing and fulfillment support to VBrick for a line of high-end encoder products and sub-assemblies. Sales
to VBrick of encoder products were approximately $28,000 and $319,000 in the third three months of 2020 and 2019 and $101,000
and $393,000 in the first nine months of 2020 and 2019, respectively. Sales to VBrick for sub-assemblies were not material in
the three months and nine months ended September 30, 2020 or 2019, respectively.
Our
principal executive offices are located at One Jake Brown Road, Old Bridge, New Jersey 08857; telephone (732) 679-4000. Our Internet
address is www.blondertongue.com. Except for our SEC filings incorporated by reference into this prospectus and any prospectus
supplement that are available through our website, or as otherwise expressly stated herein, the information found on, or otherwise
accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any prospectus supplement
or any other report or document we file with or furnish to the SEC.
Summary
of the Offering
Common
Stock Offered by the Selling Stockholders
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Up
to 2,142,857 shares of Common Stock, comprised of (i) 1,428,571 shares of Common Stock issued to the Purchasers and (ii) 714,286
shares of Common Stock issuable upon the exercise of the Warrants issued to the Purchasers.
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Selling
Stockholders
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All
of the shares of Common Stock are being offered by the selling stockholders named herein. See “Selling Stockholders”
on page 6 of this prospectus for more information on the selling stockholders.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the shares in this offering. However, we will receive proceeds from the exercise
of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
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Registration
Rights
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Under
the terms of the Registration Rights Agreement, we have agreed to file this registration statement to register the resale
by the selling stockholders of the Shares and Warrant Shares. We have agreed to cause this registration statement to become
effective under the Securities Act by the 90th day following the date of the Registration Rights Agreement (or by the 120th
day following the date of the Registration Rights Agreement if there is a review of the registration statement by the SEC).
In addition, we have agreed that we will use our best efforts to maintain the effectiveness of the registration statement
until the earlier of (i) the selling stockholders have sold all of the Shares and the Warrant Shares or (ii) such shares may
be resold by the selling stockholders pursuant to Rule 144 under the Securities Act, without the requirement for us to be
in compliance with the current public information required under such rule and without volume or manner-of-sale restrictions.
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Plan
of Distribution
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The
selling stockholders named in this prospectus, or their permitted pledgees, assignees
or other successors-in-interest, may offer or resell the shares from time to time through
public transactions on the NYSE American or any other stock exchange, market or trading
facility on which the securities are traded or in private transactions, at fixed or negotiated
prices. The selling stockholders may also sell the shares under Rule 144 under the Securities
Act or any other available exemption from registration under the Securities Act rather
than under this prospectus.
See
“Plan of Distribution” beginning on page 13 of this prospectus for additional information on the methods of sale
that may be used by the selling stockholders.
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Risk
Factors
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Investing
in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 4 of
this prospectus, as well as those risk factors contained in the reports we file with the SEC, that are incorporated or deemed
to be incorporated by reference in this prospectus, to read about other risk factors you should consider before making a decision
to invest in the Common Stock.
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NYSE
American Symbol
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“BDR”
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RISK
FACTORS
An
investment in our securities involves substantial risks. In consultation with your own advisors, you should carefully consider,
among other matters, the risk factors and other information we include or incorporate by reference in this prospectus and any
prospectus supplement before deciding whether to invest in our securities. In particular, you should carefully consider, among
other things, the factors described under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2019 and Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2020, June 30, 2020 and September 30, 2020, as may be updated by our subsequently-filed Current Reports on Form 8-K. If any
of the risks contained in or incorporated by reference into this prospectus or any prospectus supplement develop into actual events,
our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected,
the market price of our securities could decline, and you may lose all or part of your investment. Some statements in this prospectus
and any prospectus supplement, and in the documents incorporated by reference into this prospectus or any prospectus supplement,
including statements relating to the risk factors, constitute forward-looking statements. See the “Cautionary Note Regarding
Forward-Looking Statements” section in this prospectus and any prospectus supplement.
USE
OF PROCEEDS
All
shares of our Common Stock offered by this prospectus are being registered for the accounts of the selling stockholders, and we
will not receive any proceeds from the sale of these shares of Common Stock. We will receive proceeds from the exercise of the
Warrants if any of the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
SELLING
STOCKHOLDERS
Private
Placement of Shares of Common Stock and Warrants
On
December 14, 2020 we entered into the Securities Purchase Agreement with the Purchasers, pursuant to which we issued and sold
to the Purchasers an aggregate of 1,428,571 shares of Common Stock (the “Shares”) and warrants (the “Warrants”)
to purchase an aggregate of up to 714,286 shares of Common Stock (the “Warrant Shares”), for aggregate gross proceeds
to us of $1 million, before deducting placement agent fees and offering expenses payable by us. The transaction closed on December
15, 2020.
The
Warrants have an exercise price of $1.25 per share and are exercisable, in whole or in part, for a period of three years beginning
on December 15, 2020. The exercise price and the number of shares of Common Stock issuable upon exercise of each Warrant is subject
to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications
or similar events affecting our Common Stock. Under certain circumstances, the Warrants my be exercised by means of a cashless
exercise according to a formula provided in the Warrants.
The
Securities Purchase Agreement also includes terms that give the Purchasers certain price protections, providing for adjustments
of the number of shares of Common Stock held by them in the event of certain future dilutive securities issuances by us for a
period not to exceed 18 months following the closing of the private placement, or such earlier date on which all of the Warrants
have been exercised. In addition, the Securities Purchase Agreement provides the Purchasers with a right to participate in certain
of our future financings, up to 30% of the amount of such financings, for a period of 24 months following the closing of the private
placement.
In
certain circumstances, upon the occurrence of a fundamental transaction, a holder of Warrants is entitled to receive, upon any
subsequent exercise of the Warrant, for each Warrant Share that would have been issuable upon such exercise of the Warrant immediately
prior to the fundamental transaction, at the option of the holder, the number of shares of common stock of the successor or acquiring
corporation or of us, depending on which entity is the surviving corporation in the transaction, and any additional consideration
receivable as a result of the fundamental transaction by a holder of the number of shares of our Common Stock for which the Warrant
is exercisable immediately prior to the fundamental transaction. If holders of our Common Stock are given any choice as to the
securities, cash or property to be received in a fundamental transaction, then the holder of the Warrant shall be given the choice
as to the additional consideration it receives upon any exercise of the Warrant following the fundamental transaction.
The
Securities Purchase Agreement further obligates us to call a special meeting of our stockholders to seek stockholder approval
of the issuance of shares of our Common Stock issuable in connection with the private placement (including shares issuable with
respect to the Placement Agent Warrants described below) in excess of 19.99% of our outstanding shares of Common Stock, as calculated
as of December 15, 2020, in accordance with the requirements of Section 713(a) of the NYSE American Company Guide. Until stockholder
approval has been obtained, we are prohibited from issuing more than two million shares of our Common Stock, in the aggregate,
pursuant to the Securities Purchase Agreement (including certain anti-dilution provisions thereof), the Warrants and the Placement
Agent Warrants.
The
Securities Purchase Agreement also requires that we register the resale of the Shares and the Warrant Shares under the Securities
Act and, in connection therewith, we entered into the Registration Rights Agreement with the Purchasers. The Registration Rights
Agreement obligates us, at our expense, to file a registration statement with the SEC on Form S-3 to register the resale of the
Shares and the Warrant Shares by the Purchasers no more than 30 days following December 14, 2020. We are required to use our best
efforts to cause the registration statement to be declared effective by the SEC as promptly as possible after its filing, but
in any event no later than the 90th calendar day following the date of the Registration Rights Agreement (or, in the event of
a “full review” by the SEC, the 120th calendar day following the date of the Registration Rights Agreement). In addition,
we are obligated to use our efforts to keep the registration statement continuously effective until the date that all registrable
securities covered by the registration statement (i) have been sold thereunder or pursuant to Rule 144 under the Securities Act,
or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for us to be
in compliance with the current public information requirement of Rule 144.
Pursuant
to the Registration Rights Agreement, we are registering the Shares and the Warrant Shares in order to permit the selling stockholders
to offer such shares for resale from time to time pursuant to this prospectus. The selling stockholders may also sell, transfer
or otherwise dispose of all or a portion of their shares in transactions exempt from the registration requirements of the Securities
Act, or pursuant to another effective registration statement covering those shares.
In
connection with the private placement, we also agreed to issue to the placement agents and certain persons affiliated with the
placement agents (i) fully-vested warrants (the “Placement Agent Vested Warrants”) to purchase an aggregate of up
to 100,000 shares of our Common Stock and (ii) contingent warrants (the “Placement Agent Contingent Warrants,” and
together with the Placement Agent Vested Warrants, the “Placement Agent Warrants”) to purchase an aggregate of up
to an additional 50,001 shares of our Common Stock. The Placement Agent Vested Warrants have an exercise price of $0.70 per share,
a term of five years from December 14, 2020, and become exercisable beginning on the earlier of (a) the receipt of the stockholder
approval described above and (ii) the exercise or expiration of all of the Warrants. The Placement Agent Contingent Warrants have
an exercise price of $1.25 per share, a term of five years from December 14, 2020, and become exercisable if, and to the extent,
holders of the Warrants exercise such Warrants, and are only exercisable, in any event, if the stockholder approval described
above is obtained. The exercise price and the number of shares of Common Stock issuable upon exercise of each Placement Agent
Vested Warrant and each Placement Agent Contingent Warrant is subject to appropriate adjustments in the event of certain stock
dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.
The shares issuable upon exercise of the Placement Agent Vested Warrants and the Placement Agent Contingent Warrants are not being
registered for resale pursuant to this registration statement.
Information
About Selling Stockholder Offering
The
shares of Common Stock being offered by the selling stockholders are those previously issued by us to the selling stockholders,
and those issuable by us to the selling stockholders upon exercise of the Warrants. For additional information regarding the issuances
of the Shares and the Warrants, see “—Private Placement of Shares of Common Stock and Warrants” above. We are
registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to
time. Except for the ownership of the shares of Common Stock and the Warrants, the selling stockholders have not had any material
relationship with us within the past three years except for their ownership of the shares of Common Stock and the Warrants.
The
table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock
by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling
stockholder, based on its ownership of the shares of Common Stock and Warrants, as of January 7, 2021, assuming exercise of the
Warrants held by the selling stockholders on that date, without regard to any limitations on exercises.
The
third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
In
accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i)
the number of shares of Common Stock issued to the selling stockholders in the private placement described in “—Private
Placement of Shares of Common Stock and Warrants” above and (ii) the maximum number of shares of Common Stock issuable upon
exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding
the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable
date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations
on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant
to this prospectus.
Under
the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling
stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which
would exceed 4.99% of our then outstanding Common Stock following such exercise, excluding for purposes of such determination
shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second
column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering.
See “Plan of Distribution.”
Name of Selling Stockholder
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Number of shares of Common Stock Owned Prior to Offering
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Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus
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Number of shares of Common Stock Owned After Offering
|
Cavalry Fund LP(1)
|
|
1,875,000(2)
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1,875,000(2)
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0
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|
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Porter Partners, L.P.(3)
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267,857(4)
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267,857(4)
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0
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(1)
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Thomas
Walsh has sole voting and dispositive power over the securities held for the account of this selling stockholder. The selling
stockholder’s address is 82 E. Allendale Road, Saddle River, New Jersey 07677.
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(2)
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Represents
(i) 1,250,000 shares of Common Stock and (ii) 625,000 shares of Common Stock issuable upon the exercise of the Warrants.
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(3)
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Jeffrey
H. Porter has sole voting and dispositive power over the securities held for the account of this selling stockholder. The selling
stockholder’s address is 165 North Redwood Drive, Suite 204, San Rafael, CA 94903.
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(4)
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Represents
(i) 178,571 shares of Common Stock and (ii) 89,286 shares of Common Stock issuable upon the exercise of the Warrants.
|
DESCRIPTION
OF SECURITIES
The
following description summarizes the material terms of the Common Stock that may be offered and sold by the selling stockholders
under this prospectus. The following description provides a summary of the terms of our Common Stock, but does not purport to
be complete and is subject to and qualified by reference to our certificate of incorporation and bylaws, as amended to date, which
have been filed with or incorporated by reference in the registration statement of which this prospectus is a part.
The
description below does not contain all of the information that you might find useful or that might be important to you. You should
refer to the provisions of our certificate of incorporation and bylaws because they, and not the summaries, define the rights
of holders of shares of our Common Stock. These documents are available as described under the heading “Where You Can Find
More Information.”
General
Our
certificate of incorporation authorizes the issuance of up to 25,000,000 shares of Common Stock and 5,000,000 shares of
preferred stock. The rights and preferences of the preferred stock may be established from time to time by our board of
directors. As of January 12, 2021, there were 11,557,663 shares of Common Stock issued and outstanding and no shares of
preferred stock issued and outstanding.
Voting
Rights
Except
as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of Common Stock
have the exclusive power to vote on all matters presented to our stockholders, including the election of directors. Each holder
of Common Stock is entitled to one vote per share, and each holder does not have cumulative voting rights. Accordingly, the holders
of a majority of the shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing
for election if they so choose. All matters are decided by the vote of a majority in voting interest of the stockholders present
in person or by proxy and voting at any meeting of the stockholders during which a quorum is present, except as otherwise provided
in our certificate of incorporation, our bylaws or by applicable law.
Because
our certificate of incorporation permits our board of directors to set the voting rights of preferred stock, it is possible that
holders of one or more series of preferred stock issued in the future could have voting rights that might limit the effect of
the voting rights of holders of Common Stock.
Dividend
Rights; Liquidation Rights
Subject
to preferences that may be applicable to any then outstanding preferred stock, holders of Common Stock are entitled to receive
ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
In addition, we may be party to one or more agreements, such as loan agreements and credit facilities, that will contractually
limit our ability to pay dividends.
Because
our articles of incorporation permit our board of directors to set the dividend rights of preferred shares, it is possible that
holders of one or more series of preferred shares issued in the future could have dividend rights that differ from those of the
holders of our Common Stock. If the holders of a class or series of preferred stock is given dividend rights, the right of holders
of preferred shares to receive dividends could have priority over the right of holders of our Common Stock to receive dividends.
We
have followed and presently intend to continue following a policy of retaining earnings. We have not historically declared or
paid dividends on our Common Stock, and we do not expect to do so in the foreseeable future. Any future determination relating
to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including
our earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, our ability
to service any equity or debt obligations senior to our Common Stock, and other factors deemed relevant by our board of directors.
In
the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net
assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the
satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock.
Redemption,
Preemptive Rights and Repurchase Provisions
Holders
of Common Stock have no preemptive or conversion rights or other subscription rights, and there are no redemption, repurchase
or sinking fund provisions applicable to the Common Stock. Discretionary repurchases of our Common Stock may be subject to contractual
prohibitions or limitations, including prohibitions or limitations included in loan agreements and credit facilities.
Potential
Effects of Issuance of Preferred Stock
Under
the terms of our certificate of incorporation, the board of directors is authorized, subject to any limitations prescribed by
law, without stockholder approval, to issue shares of preferred stock in one or more series. Each such series of preferred stock
will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights,
redemption privileges and liquidation preferences, as shall be determined by the board of directors.
The
purpose of authorizing the board of directors to issue preferred stock and determine its rights and preferences is to eliminate
delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility
in connection with a variety of corporate purposes, could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from acquiring, a majority of our outstanding voting stock.
The
effects of issuing preferred stock could include one or more of the following:
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decreasing
the amount of earnings and assets available for distribution to holders of Common Stock;
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restricting dividends
on the Common Stock;
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diluting the voting
power of the Common Stock; or
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delaying, deferring
or preventing changes in our control or management.
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Effect
of Certain Provisions of our Certificate of Incorporation and Bylaws and the Delaware Anti-Takeover Statute
Some
provisions of Delaware law and our certificate of incorporation and bylaws could make the following transactions more difficult:
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acquisition
of us by means of a non-negotiated tender offer or similar transaction;
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a change of control
by means of a proxy contest or otherwise; or
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removal of our incumbent
directors.
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It
is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may
otherwise consider to be in their best interest or in our best interest, including transactions which provide for payment of a
premium over the market price for our shares.
These
provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions
are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe
that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these
proposals could result in an improvement of their terms.
Provisions
of Our Governing Documents. Our articles of incorporation and bylaws include provisions that may have the effects summarized
above. These provisions:
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empower
our board of directors, without stockholder approval, to issue preferred stock, the terms of which, including voting power,
are set by our board of directors;
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divide our board
of directors into three classes serving staggered three-year terms;
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restrict the ability
of stockholders to remove directors;
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prohibit action
by the stockholders without a stockholder meeting;
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eliminate cumulative
voting in elections of directors;
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require that shares
representing at least two-thirds of the total voting power approve any amendment to or repeal of our bylaws;
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require advance
notice of nominations for the election of directors and the presentation of stockholder proposals at meetings of stockholders;
and
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allow the board
of directors to increase or decrease the number of directors.
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Provisions
of Applicable Law – Delaware Anti-Takeover Statute. We are subject to Section 203 of the Delaware General Corporation
Law (“DGCL”). This law prohibits a publicly held Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years following the date that the stockholder became an “interested stockholder”
unless:
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prior
to the date of the transaction, the board of directors of the corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon consummation
of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to
the plan will be tendered in a tender or exchange offer; or
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on or subsequent
to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock which is not owned by the interested stockholder.
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Section 203 defines “business combination” to include:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any sale, transfer,
pledge or other disposition of 10% or more of our assets involving the interested stockholder;
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in general, any
transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder; or
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the receipt by the
interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by
or through the corporation.
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In
general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person beneficially owning 15%
or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled
by the entity or person.
Limitation
of Liability and Indemnification
Section
145 of the DGCL allows us to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal or investigative (other than an action by or in the right
of the corporation) by reason of the fact that the person is or was our director, officer, employee or agent, or is or was serving
at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the person’s conduct was unlawful. Section 145 further allows us to indemnify any such person
serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in our favor, by reason of the fact that the person
is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests and except that
no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to us, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was
brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court deems proper.
Section
102(b)(7) of the DGCL permits us to include in our certificate of incorporation a provision eliminating or limiting the personal
liability of a director to us or our stockholders for monetary damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
Our
certificate of incorporation provides that our directors shall not be liable to Blonder Tongue or our stockholders for monetary
damages for breach of fiduciary duty as a director except to the extent that exculpation from liabilities is not permitted under
the DGCL as in effect at the time such liability is determined. In addition, our certificate of incorporation and our bylaws each
include provisions requiring us to indemnify directors and officers to the fullest extent permitted by the DGCL. Our certificate
of incorporation and bylaws provide that any person made a party or threatened to be made a party to a threatened, pending or
completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of ours, is or was
serving at our request as a director or officer of another corporation or enterprise, including service with respect to an employee
benefit plan, shall be indemnified by us against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the fullest extent
authorized from time to time by the DGCL. The rights of indemnification are not exclusive of any other rights to which those seeking
indemnification may be entitled and shall continue as to a person who ceases to be a director, officer, employee or agent.
We
have obtained director and officer liability insurance under which, subject to the limitations of such policies, coverage will
be provided (a) to directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other
wrongful acts as a director or officer, including claims relating to public securities matters and (b) to us with respect to payments
which we may make to our directors and officers pursuant to the indemnification provisions summarized above or otherwise as a
matter of law.
We
also have entered into indemnification agreements with our directors and officers. The indemnification agreements provide directors
and officers with further indemnification to the maximum extent permitted by the DGCL.
We
believe that the foregoing policies and provisions of our governing documents are necessary to attract and retain qualified officers
and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted with respect to our
directors, officers or persons controlling us pursuant to the foregoing provisions, we have 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.
Listing
Our
Common Stock is listed on the NYSE American under the symbol “BDR.”
Transfer
Agent
American
Stock Transfer & Trust Company, LLC serves as the transfer agent and registrar for our Common Stock.
PLAN
OF DISTRIBUTION
Each
selling stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their securities covered hereby on the NYSE American or any other stock exchange, market or trading facility
on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder
may use any one or more of the following methods when selling securities:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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settlement
of short sales;
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in
transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at
a stipulated price per security;
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through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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●
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a
combination of any such methods of sale; or
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●
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any other method
permitted pursuant to applicable law.
|
The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act,
if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of
hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The
selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
We
are required to pay certain fees and expenses we incur incident to the registration of the securities. We have agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We
have agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling
stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any
other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of the Common Stock by the selling stockholders or any other person. We will make copies of this prospectus
available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the securities in respect of which this prospectus is being delivered will be passed upon for us by Stradley Ronon
Stevens & Young, LLP, Philadelphia, Pennsylvania.
EXPERTS
The
consolidated financial statements of Blonder Tongue Laboratories, Inc. as of and for the years ended December 31, 2019 and 2018
included in our Annual Report on Form 10-K for the year ended December 31, 2019, incorporated by reference in this prospectus,
have been audited by Marcum LLP, an independent registered public accounting firm, and are included in reliance upon such report
given on the authority of such firm as an expert in accounting and auditing and include, as set forth in their report thereon,
(i) an explanatory paragraph describing conditions that raise substantial doubt about the company’s ability to continue
as a going concern and (ii) an explanatory paragraph describing a change in accounting principle related to the adoption of the
guidance in ASC Topic 842, Leases, as amended, effective January 1, 2019, using the modified retrospective approach.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference the information that we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this prospectus and any prospectus supplement. These documents may include periodic reports, such as our Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Definitive Proxy Statements. Any documents that we subsequently
file with the SEC will automatically update and replace the information we previously filed with the SEC. Therefore, in the case
of a conflict or inconsistency between information set forth in this prospectus or any prospectus supplement and information incorporated
by reference into this prospectus or any prospectus supplement, you should rely on the information contained in the document that
was filed later.
This
prospectus incorporates by reference the documents listed below that we previously have filed with the SEC (other than, in each
case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
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Our
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 13, 2020;
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Our Amended Annual
Report on Form 10-K/A for the year ended December 31, 2019, filed with the SEC on May 12, 2020;
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Our Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 15, 2020;
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Our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August 13, 2020;
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Our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November 12, 2020;
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Our Current Reports
on Form 8-K filed with the SEC on January
6, 2020, January
27, 2020, March
26, 2020, April
9, 2020, April
13, 2020, April
27, 2020, May 19,
2020, May 26,
2020, June 16,
2020, August
11, 2020, September
2, 2020, September
4, 2020, October 2,
2020, October
14, 2020, December
10, 2020, December
16, 2020, December
29, 2020, December
30, 2020 and January 11, 2021;
|
|
|
|
|
●
|
The description
of our Common Stock contained in our Registration Statement on Form S-1 originally filed with the SEC on October 12, 1995,
including any amendments or reports filed for the purpose of updating such description
|
We
are also incorporating by reference all other documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) on or after the date of filing of the registration statement containing this prospectus and
prior to the effectiveness of the registration statement and (ii) on or after the date of this prospectus until the earlier of
the date on which all of the securities registered hereunder have been sold or this registration statement has been withdrawn
(other than, in each case, information deemed to have been furnished and not filed in accordance with SEC rules).
Any
statement contained in this prospectus, any prospectus supplement or in a document incorporated or deemed to be incorporated by
reference herein or therein shall be deemed to be modified or superseded for purposes of this prospectus and any prospectus supplement
to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference
herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.
You
may obtain a copy of any or all of the documents incorporated by reference in this prospectus and any prospectus supplement from
the SEC on its web site at www.sec.gov. You also may obtain these documents from us without charge (other than an exhibit to a
document unless that exhibit is specifically incorporated by reference into that document) by requesting them from Eric Skolnik,
Senior Vice President and Chief Financial Officer, Blonder Tongue Laboratories, Inc, One Jake Brown Road, Old Bridge, New Jersey
08857; telephone (732) 679-4000 or by visiting our website at www.blondertongue.com. Except for our SEC filings incorporated by
reference into this prospectus and any prospectus supplement that are available through our website, or as otherwise expressly
stated herein, the information found on, or otherwise accessible through, our website is not incorporated into, and does not form
a part of, this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that
contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC. The address of the SEC’s website is www.sec.gov. In addition, we maintain a website that contains information about
us, including documents we have filed with the SEC, at www.blondertongue.com. Except for our SEC filings incorporated by reference
into this prospectus and any prospectus supplement that are available through our website, or as otherwise expressly stated herein,
the information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of,
this prospectus or any prospectus supplement or any other report or document we file with or furnish to the SEC.
We
have filed with the SEC a registration statement that registers the offer and sale of the securities offered by this prospectus.
This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included
or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC
allow us to omit certain information included in the registration statement from this prospectus. The registration statement may
contain additional information that may be important to you. You may obtain a copy of the registration statement and the exhibits
and schedules from the SEC at the SEC’s website or from us at our address listed above. Documents establishing the terms
of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference
in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries
and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual
documents for a more complete description of the relevant matters.
Blonder
Tongue Laboratories, Inc.
2,142,857
Shares
Common
Stock
PROSPECTUS
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
Item
14.
|
Other
Expenses of Issuance and Distribution.
|
The
following table sets forth the estimated costs and expenses in connection with the issuance and distribution of the securities
being registered, all of which will be paid by Customers Bancorp, Inc. All amounts are estimates except with respect to the SEC
registration fee.
|
|
Amount
|
|
SEC registration fee
|
|
$
|
307.82
|
|
Accounting fees and expenses
|
|
|
7,500.00
|
|
Legal fees and expenses
|
|
|
25,000.00
|
|
Transfer agent fees and expenses
|
|
|
1,500.00
|
|
Printing fees and expenses
|
|
|
450.00
|
|
Miscellaneous
|
|
|
5,000.00
|
|
Total
|
|
$
|
39,757.82
|
|
|
Item
15.
|
Indemnification
of Directors and Officers.
|
Section
145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the person’s conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the
fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
Section
102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the
director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment
of dividends and unlawful stock purchase and redemption) or (iv) for any transaction from which the director derived an improper
personal benefit.
The
registrant’s Restated Certificate of Incorporation provides that the registrant’s directors shall not be liable to
the registrant or the registrant’s stockholders for monetary damages for breach of fiduciary duty as a director except to
the extent that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined.
The registrant’s Restated Certificate of Incorporation and Amended and Restated Bylaws each also include provisions requiring
the registrant to indemnify directors and officers to the fullest extent permitted by the DGCL. The Restated Certificate of Incorporation
and Amended and Restated Bylaws provide that any person made a party or threatened to be made a party to a threatened, pending
or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the registrant,
is or was serving at the request of the registrant as a director or officer of another corporation or enterprise, including service
with respect to an employee benefit plan, shall be indemnified by the registrant against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding to the fullest extent authorized from time to time by the DGCL. The rights of indemnification are not exclusive
of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who ceases to be
a director, officer, employee or agent.
The
registrant has obtained director and officer liability insurance under which, subject to the limitations of such policies, coverage
will be provided (a) to directors and officers against loss arising from claims made by reason of breach of fiduciary duty or
other wrongful acts as a director or officer, including claims relating to public securities matters and (b) to the registrant
with respect to payments which may be made by the registrant to these directors and officers pursuant to the above indemnification
provision or otherwise as a matter of law.
The
registrant has also entered into indemnification agreements with the registrant’s directors and officers. The indemnification
agreements provide directors and officers with further indemnification to the maximum extent permitted by the DGCL.
The
following exhibits are filed as part of this Registration Statement:
Exhibit
Number
|
|
Description
|
3.1
|
|
Restated
Certificate of Incorporation of Blonder Tongue Laboratories, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1, file No. 33-98070, originally filed with the SEC on October 12, 1995, as amended.
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of Blonder Tongue Laboratories, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, K, filed with the SEC on March 23, 2018.
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Blonder Tongue Laboratories, Inc., incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 20, 2018.
|
|
|
|
4.1
|
|
Specimen
stock certificate of Blonder Tongue Laboratories, Inc. common stock, incorporated by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1, file No. 33-98070, originally filed with the SEC on October 12, 1995, as amended.
|
|
|
|
4.2
|
|
Warrant
to VFT Special Ventures, Ltd. (filed herewith).
|
|
|
|
4.3
|
|
Senior Subordinated Convertible Loan and Security Agreement dated as of April 8, 2020 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, K, filed with the SEC on April 9, 2020.
|
4.4
|
|
First Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder, dated as of April 24, 2020 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 27, 2020.
|
|
|
|
4.5
|
|
Form of Purchaser Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
4.6
|
|
Form of Placement Agent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
4.7
|
|
Form of Placement Agent Contingent Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
4.8
|
|
Second Amendment to Senior Subordinated Convertible Loan and Security Agreement and Joinder, dated as of December 28, 2020 by and between Blonder Tongue Laboratories, Inc., the parties identified therein as Lenders and the party identified therein as Agent, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 29, 2020
|
|
|
|
5.1
|
|
Opinion of Stradley Ronon Stevens & Young, LLP (filed herewith).
|
|
|
|
10.1
|
|
Form of Securities Purchase Agreement dated December 14, 2020 by and between Blonder Tongue Laboratories, Inc. and the Purchasers identified therein, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
10.2
|
|
Form of Registration Rights Agreement dated December 14, 2020 by and between Blonder Tongue Laboratories, Inc. and the Purchasers identified therein, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2020.
|
|
|
|
23.1
|
|
Consent of Marcum LLP (filed herewith).
|
|
|
|
23.2
|
|
Consent of Stradley Ronon Stevens & Young, LLP (included in Exhibit 5.1).
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page in Part II of this Registration Statement).
|
(a)
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;
(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 the 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and
(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 paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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, 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 to any purchaser:
(i)
(A) 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 (B) 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; or
(ii)
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness. 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 first use, 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 date of first use.
(5)
That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an
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.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act and (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c)
Insofar as indemnification for liabilities arising under the Securities Act 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 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 (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 Securities Act and will be governed by the final adjudication of such
issue.
(d)
The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933,
(1) the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4), or 497(h) under the
Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective and
(2) each post-effective amendment that contains a form of prospectus 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.
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 Township of Old Bridge, State of New Jersey, on January 13, 2021.
|
BLONDER
TONGUE LABORATORIES, INC.
|
|
|
|
By:
|
/s/
Edward R. Grauch
|
|
|
Chief Executive Officer and President
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear below constitute and appoint Edward R. Grauch and
Eric Skolnik, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their names, places and steads, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to sign any subsequent registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments thereto, and to file the same, with all exhibits
thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents 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 they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Edward R. Grauch
|
|
Chief Executive Officer and
President
|
|
January
13, 2021
|
Edward R. Grauch
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Eric Skolnik
|
|
Senior Vice President and Chief Financial Officer
|
|
January 13, 2021
|
Eric Skolnik
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Anthony Bruno
|
|
Director
|
|
January 13, 2021
|
Anthony
Bruno
|
|
|
|
|
|
|
|
|
|
/s/
James F. Williams
|
|
Director
|
|
January 13, 2021
|
James
F. Williams
|
|
|
|
|
|
|
|
|
|
/s/
Charles E. Dietz
|
|
Director
|
|
January 13, 2021
|
Charles
E. Dietz
|
|
|
|
|
|
|
|
|
|
/s/
Robert J. Pallé
|
|
Director
|
|
January 13, 2021
|
Robert
J. Pallé
|
|
|
|
|
|
|
|
|
|
/s/
Gary P. Scharmett
|
|
Director
|
|
January 13, 2021
|
Gary P. Scharmett
|
|
|
|
|
/s/
Steven L. Shea
|
|
Director
|
|
January 13, 2021
|
Steven L. Shea
|
|
|
|
|
|
|
|
|
|
/s/
James H. Williams
|
|
Director
|
|
January 13, 2021
|
James
H. Williams
|
|
|
|
|
|
|
|
|
|
/s/
Stephen K. Necessary
|
|
Director
|
|
January 13, 2021
|
Stephen
K. Necessary
|
|
|
|
|
|
|
|
|
|
/s/
John Burke
|
|
Director
|
|
January 13, 2021
|
John Burke
|
|
|
|
|
|
|
|
|
|
/s/
Michael Hawkey
|
|
Director
|
|
January 13, 2021
|
Michael Hawkey
|
|
|
|
|
|
|
|
|
|
/s/
Rick Briggs
|
|
Director
|
|
January 13, 2021
|
Rick Briggs
|
|
|
|
|
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