RF Industries Ltd 2024年度报告

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended October 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ______________ to ________________. Commission File Number 0-13301 RF INDUSTRIES, LTD.(Name of registrant as specified in its charter) Nevada88-0168936(State or other jurisdiction of incorporation ororganization)(I.R.S. Employer Identification No.) 16868 Via Del Campo Court, Suite 200San Diego, California92127(Address of principal executive offices)(Zip Code)(858)549-6340(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registered Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Act.☐Yes☐No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “largeaccelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large Accelerated Filer☐Non-accelerated Filer☐Emerging Growth Company☐ Accelerated Filer☐Smaller reporting company☐ 1 If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theAct).☐Yes☐No The aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold as of the last business day of theregistrant’s most recently completed second fiscal quarter was approximately $25.9 million. On January 10, 2025, the Registrant had 10,544,431 outstanding shares of Common Stock, $.01 parvalue. Forward-Looking Statements: Certain statements in this Annual Report on Form 10-K (this “Annual Report”), and other oral andwritten statements made by the Company from time to time are “forward-looking statements” within themeaning of Section 21E of the Securities Exchange Act of 1934, as amended, including those that discussstrategies, goals, outlook or other non-historical matters, or projected revenues, income, returns or other financialmeasures. In some cases forward-looking statements can be identified by terminology such as “may,” “will,”“should,” “except,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negativeof such terms or other comparable terminology. These forward-looking statements are subject to numerous risksand uncertainties that may cause actual results to differ materially from those contained in such statements.Among the most important of these risks and uncertainties are the ability of the Company to meet customerdemand through pricing and product offerings and efficient inventory and distribution c