Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 9, 2024 (October 3, 2024)

M-TRON INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware	001-41391	46-0457994
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL		32804
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		MPTI		NYSE American

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

Emerging growth company ☑

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

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 9, 2024, M-tron Industries, Inc. ("MtronPTI" or the "Company") announced the appointment of Cameron Pforr to serve as Chief Financial Officer, effective October 3, 2024.

Mr. Pforr is a graduate of the College of William and Mary, where he earned a Bachelor of Science in Computer Science, the Wharton School at the University of Pennsylvania, where he earned a Master of Business Administration, and the University of Pennsylvania, where he earned a Master of Arts in International Studies. Prior to joining MtronPTI, Mr. Pforr served as President and Chief Financial Officer of IronNet, Inc., President and CFO of Fidelis Cybersecurity, Inc., Vice President - Strategy & Corporate Development of Jenzabar, Inc., and President and CFO of WhipTail Technologies LLC. Mr. Pforr was also a senior technology investment banker at Revolution Partners and Deutsche Banc Alex. Brown as well as a strategy consultant at Bain & Co.

In connection with Mr. Pforr's appointment, MtronPTI established the terms of Mr. Pforr's compensation. Mr. Pforr will: (i) receive a base salary of $210,000 per year; and (ii) be eligible for an annual bonus at the discretion of the Board of Directors. On his start date, Mr. Pforr received a restricted stock award with an initial grant date value of $914,200 with a three-year vesting period.

There are no arrangements or understandings between Mr. Pforr and any other person pursuant to which he was selected as an officer. Mr. Pforr has no family relationship with any director or executive officer of the Company, and he has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.	Description

99.1	Press Release of M-tron Industries, Inc., dated October 9, 2024

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

SIGNATURES

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

	M-TRON INDUSTRIES, INC.
	(Registrant)

Date: October 9, 2024	By:	/s/ Linda M. Biles
		Name:	Linda M. Biles
		Title:	Executive Vice President - Finance

Exhibit 99.1

M-tron Industries, Inc. Appoints Cameron Pforr as Chief Financial Officer

ORLANDO, Florida (October 9, 2024) — M-tron Industries, Inc. (NYSE American: MPTI) ("MtronPTI" or the "Company"), a designer and manufacturer of highly-engineered electronic components used to control the frequency or timing of signals in electronic circuits, today announced the appointment of Cameron Pforr as Chief Financial Officer, effective October 3, 2024.

MtronPTI, which produces radio frequency ("RF") solutions key to our nation’s defense, continues to perform well and believes that it will meet or exceed its improved fiscal year 2024 guidance of revenues in the range of $46.0 million to $48.0 million with EBITDA in the 19% to 21% range. The Company reported second quarter results on August 14, 2024, including revenue of $11,808,000, a 16.4% increase from Q2 2023, and net income of $1,744,000, a 36.6% increase from Q2 2023. MtronPTI's strategic investments in the defense sector continue to drive momentum in defense-related sales, including:

•

continued strength in missile programs;

•

amassing additional design wins for inclusion in satellite platforms and manned spacecraft; and

•

space, radar, electronic warfare, and unmanned aerial vehicle ("UAV") programs continue to represent strong growth opportunities for the Company.

As CFO, Mr. Pforr will be responsible for execution of the Company's organic and inorganic growth strategy with a focus on shareholder value creation and management of the finance and investor relations functions. He brings years of experience in finance, business management, and corporate development. He has worked with many of the leading component companies and has executed over thirty M&A acquisitions and corporate sales. Mr. Pforr has executed the business strategy for a number of technology firms resulting in successful acquisitions and has a wealth of experience working with government entities and federal contracting.

"We are excited for Cameron to join MtronPTI," said Michael Ferrantino, Chief Executive Officer. "His extensive leadership experience will be an invaluable asset to the team and will play an integral role within the finance team to continue to deliver profitable growth."

"I am excited to join MtronPTI at this critical time of its growth. The team has performed extremely well since its public listing and its conversion to cash is improving quite impressively. I look forward to helping accelerate that growth and develop the Company into one of the leading RF solution providers to the defense and aeronautics industries," said Mr. Pforr.

"We are pleased to have Cameron join the MtronPTI team," added Bel Lazar, MtronPTI’s Chairman. "He brings complimentary skills needed to help the Company achieve its next level of performance. MtronPTI helps our nation meet many of its critical security requirements and it is essential that we continue to grow these capabilities in the United States."

Mr. Pforr joins MtronPTI from IronNet, Inc. where he held the position of President and CFO, overseeing the firm’s operations and finance functions. Prior to IronNet, Mr. Pforr served as President and CFO of Fidelis Cybersecurity, Inc., a leading network detection and response company serving the enterprise and federal sectors. Previous positions include Vice President - Strategy & Corporate Development at education software provider Jenzabar, Inc. and President and CFO of WhipTail Technologies LLC, a flash storage array pioneer acquired by Cisco. Mr. Pforr was also a senior technology investment banker at Revolution Partners and Deutsche Banc Alex. Brown as well as a strategy consultant at Bain & Co.

Mr. Pforr graduated with a Bachelor of Science in Computer Science from the College of William and Mary, a Master of Business Administration from the Wharton School, and a Master of Arts in International Studies from the University of Pennsylvania.

About MtronPTI

M-tron Industries, Inc. trades publicly on the NYSE American under the symbol MPTI. Originally founded in 1965, MtronPTI designs, manufactures and markets highly-engineered, high reliability frequency and spectrum control products and solutions. As an engineering-centric company, MtronPTI provides close support to its customers throughout our products’ entire life cycle, including product design, prototyping, production and subsequent product upgrades. MtronPTI has design and manufacturing facilities in Orlando, Florida and Yankton, South Dakota, a sales office in Hong Kong, and a manufacturing facility in Noida, India.

Cautionary Note Concerning Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the uncertain financial impact of COVID-19 and the Company’s financial condition, results of operations, business strategy and financial needs. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to MtronPTI, are intended to identify forward-looking statements.

These forward-looking statements are largely based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by MtronPTI with the Securities and Exchange Commission, including those risks set forth under the heading “Risk Factors” in the most recent financial statements and notes thereto contained within our 2023 10-K, which was filed with the SEC on March 25, 2024. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. MtronPTI undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

For further information, please contact:

M-tron Industries, Inc.:

Investor Relations:

ir@mtronpti.com

Document And Entity Information	Oct. 03, 2024
Document Information [Line Items]
Entity, Registrant Name	M-TRON INDUSTRIES, INC.
Document, Type	8-K
Document, Period End Date	Oct. 03, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-41391
Entity, Tax Identification Number	46-0457994
Entity, Address, Address Line One	2525 Shader Road
Entity, Address, City or Town	Orlando
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	32804
City Area Code	407
Local Phone Number	298-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	MPTI
Security Exchange Name	NYSE
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001902314