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): August 1, 2023

IEH Corporation

(Exact Name of Registrant as Specified in Charter)


New York	0-5278	13-5549348
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

140 58th Street, Suite 8E

Brooklyn, New York 11220

(Address of Principal Executive Offices, and Zip Code)

(718) 492-4440

Registrant’s Telephone Number, Including Area Code

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act: None

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	IEHC	OTC Pink Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 July 31, 2023, Dr. Sonia Marciano, a member of the Board of Directors (the “Board”) of IEH Corporation (the “Company”) notified Dave Offerman, the Chairman of the Board of Directors of her decision to resign from the Board effective immediately. Dr. Marciano stated that she was not resigning because of a disagreement with the Company relating to the Company’s operations, policies or practices.

On August 1, 2023, the Board met via conference telephone call and accepted Dr. Marciano’s resignation from the Board. Also at the same meeting, the Board elected Mr. John P. Spiezio to fill the vacancy created by the resignation of Dr. Marciano effective immediately. Mr. Spiezio will serve for an initial term expiring at the Company’s next annual meeting to be held and until his successor has been elected and qualified, or until his earlier resignation or removal. The Board has determined that Mr. Spiezio is an “independent director” in accordance with the listing standards of the OTC Pink Market. The Board also appointed Mr. Spiezio to its Audit Committee.

As of the date of this report, neither Mr. Spiezio, nor any of his immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Spiezio will be compensated consistent with the Company’s compensation programs for non-employee directors as previously disclosed in the Company’s definitive proxy statement dated November 23, 2020.

At the August 1 Board meeting, the Board also ratified and approved the recommendation of the Compensation Committee increasing the basic director fee per annum from $5,000 to $10,000 for each non-employee director and granting each non-employee director on a one-time basis non-qualified stock options to purchase 5,000 shares of the Company’s common stock.

Mr. Spiezio has extensive experience in the aerospace and defense industries. After studying Economics, Computer Science, and Mathematics at Marquette University, he returned to New York and began his 33-year career as the third-generation leader at Hicksville Machine Works, Inc. (“HMW”), a supplier to prime aerospace & defense contractors throughout North America and Europe as well as the Department of Defense directly. Over that time he gained extensive experience in operations, business development, and governance of a business operating in this specialized industry. After HMW was sold in 2019, Mr. Spiezio worked, from March 2019 to April 2021, for a private equity firm engaged in building a vertically integrated company that could produce and supply entire integrated systems to the aerospace and defense industries. Mr. Spiezio serves on the corporate boards of MicroMetl Corporation and GRC Reality. Mr. Spiezio is also currently the Chairman of ADDAPT, an industry group focused on defense and aerospace suppliers based in New York State.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is attached to this Current Report on Form 8-K:


Exhibit Number		Exhibit Title or Description
99.1		Press Release dated August 4, 2023

SIGNATURE

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

IEH Corporation

By: /s/ David Offerman

Name: David Offerman

Title: President and Chief Executive Officer

Date: August 4, 2023

IEH CORP ANNOUNCES CHANGES TO BOARD OF DIRECTORS

BROOKLYN, N.Y., AUGUST 4, 2023 – IEH Corporation (OTC: IEHC) announced today that John Spiezio has joined its board of directors, and Sonia Marciano has resigned from the board.

Dave Offerman, President and CEO of IEH Corporation commented, “We’re very excited to welcome John Spiezio to IEH’s board of directors. John has extensive experience in the aerospace and defense industries. After studying Economics, Computer Science, and Mathematics at Marquette University, John returned to New York and began his thirty-three-year career as the third-generation leader at Hicksville Machine Works, a supplier to prime aerospace & defense contractors throughout North America and Europe as well as the Department of Defense directly. Over that time John gained extensive experience in operations, business development, and governance of a business operating in this specialized industry. After selling HMW in 2019, John worked for a private equity firm engaged in building a vertically integrated company that could produce and supply entire integrated systems to the A & D industries. This allowed him to expand his knowledge in the field of mergers and acquisitions. John gained valuable insight into corporate valuation, strategic analysis, and the integration of acquired firms into existing operations and corporate culture. John serves on several corporate boards, both as a director and in an advisory role. John also serves as the Chairman of ADDAPT, an industry group focused on defense and aerospace suppliers based in New York state. We look forward to John’s contributions and insight.

After seven years as a member of the board of directors, Sonia Marciano has decided to step down from the board. We thank her for her efforts and wish her the best of luck going forward.”

About IEH Corporation

For 80 years and 4 generations of family-run management, IEH Corporation has designed, developed, and manufactured printed circuit board (PCB) connectors, custom interconnects and contacts for high performance applications. With its signature Hyperboloid technology, IEH supplies the most durable, reliable connectors for the most demanding environments. The company markets primarily to companies in defense, aerospace, space and industrial applications, in the United States, Canada, Europe, Southeast and Central Asia and the Mideast. The company was founded in 1941 and is headquartered in Brooklyn, New York.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this press release, and in related comments by the Company’s management, include “forward-looking statements.” All statements, other than statements of historical facts, including, without limitation, statements or expectations regarding our financial condition, statements or expectations regarding our revenues, cash and backlog, expectations regarding future cash requirements, revenue and revenue recovery, including for fiscal year 2024, projected timelines for making our SEC filings or successfully preventing our registration from suspension or revocation and expectations regarding our efforts and ability to resolve our inventory accounting issues are forward-looking statements. These statements often include words such as “believe,” “expect,” “estimate,” “plan,” “will,” “may,” “would,” “should,” “could,” or similar expressions, although not all forward-looking statements contain such identifying words. These statements are based on certain assumptions that the Company has made on its current expectations and projections about future events. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and you should not place undue reliance on any forward-looking statements. The Company’s actual performance or results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, as they will depend on many factors about which we are unsure, including many factors beyond our control. Among other items, such factors could include: any claims, investigations or proceedings arising as a result of our past due Securities and Exchange Commission (“SEC”) periodic reports, including changes in the proceedings related to the SEC’s Order Instituting Administrative Proceedings and Notice of Hearing pursuant to Section 12(j) of the Securities and Exchange Act of 1934, as amended; our ability to remediate our inventory accounting issue; our ability to reduce costs or increase revenue; changes in the macroeconomic environment or in the finances of our customers; changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates; our ability to attract and retain key employees and key resources; and other risk factors discussed from time to time in our filings with the SEC, including those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on June 22, 2023, and in subsequent reports filed with or furnished to the SEC. Additional information concerning these and other factors can be found in our filings with the SEC. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this press release as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in our filings with the SEC that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business.

Contact:

Dave Offerman

IEH Corporation

dave@iehcorp.com

718-492-4448

Cover	Aug. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 01, 2023
Entity File Number	0-5278
Entity Registrant Name	IEH Corporation
Entity Central Index Key	0000050292
Entity Tax Identification Number	13-5549348
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	140 58th Street
Entity Address, Address Line Two	Suite 8E
Entity Address, City or Town	Brooklyn
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11220
City Area Code	(718)
Local Phone Number	492-4440
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	IEHC
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable