S-3 1 feims3071326.htm FORM S-3

As filed with the Securities and Exchange Commission on July 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FREQUENCY ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

11-1986657

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

55 Charles Lindbergh Blvd.
Mitchel Field, New York 11553

(516) 794-4500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven L. Bernstein

Chief Financial Officer, Secretary and Treasurer

Frequency Electronics, Inc.

55 Charles Lindbergh Blvd.

Mitchel Field, New York 11553

(516) 794-4500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all notices, orders and communications to:

Lawton B. Way

W. Lake Taylor, Jr.

McGuireWoods LLP

Gateway Plaza

800 East Canal Street

Richmond, Virginia 23219

(804) 775-1000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.

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, a 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.

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 for pursuant to Section 7(a)(2)(B) of Securities Act. ☐

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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may 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 it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 17, 2026

PROSPECTUS

FREQUENCY ELECTRONICS, INC.

Up to $100,000,000 of Common Stock, Preferred Stock

and/or Warrants Offered by the Company

and

Up to 1,000,000 Shares of Common Stock Offered by Selling Stockholders

Frequency Electronics, Inc. may offer and sell, together or separately, up to $100,000,000 in aggregate offering price of our common stock, preferred stock or warrants to purchase common stock or preferred stock, or a combination thereof from time to time in one or more offerings. In addition, selling stockholders may offer and sell up to 1,000,000 shares of our common stock, in the aggregate, from time to time in one or more offerings. In this prospectus, we refer to our common stock, preferred stock and warrants that we may offer and sell, together with the shares of our common stock that the selling stockholders may offer and sell, collectively as the “securities.”

The securities offered pursuant to this prospectus may be sold at prevailing market prices or at prices different than prevailing market prices. We or the selling stockholders may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers, on a delayed or continuous basis. This prospectus describes some of the general terms that apply to the securities. For general information about the distribution of securities offered, see “Plan of Distribution” in this prospectus. Each time our securities are offered under this prospectus, we will provide a prospectus supplement containing more specific information about the particular offering. We also may authorize one or more free writing prospectuses to be provided to you in connection with the offering.

The prospectus supplement for each offering will describe the plan of distribution for that offering. The prospectus supplement also will set forth the price to the public of the securities and the net proceeds that we expect to receive from the sale of any securities we are offering. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. The prospectus supplement and any free writing prospectus may also add, update or change information contained or incorporated in this prospectus. You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our securities.

We or the selling stockholders may sell our securities through one or more underwriters, dealers or agents that we select. If underwriters, dealers or agents are used to sell securities, we will name them and describe their compensation in the applicable prospectus supplement.

Our common stock is listed on The Nasdaq Global Market under the ticker symbol “FEIM.” On July 16, 2026, the last reported sale price for our common stock on The Nasdaq Global Market was $56.13 per share. Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

Investing in our securities involves substantial risks. You should carefully read and consider “Risk Factors” on page 5 before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		2
WHERE YOU CAN FIND MORE INFORMATION		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
OUR COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		5
DESCRIPTION OF SECURITIES		5
DESCRIPTION OF CAPITAL STOCK		6
DESCRIPTION OF WARRANTS		9
SELLING STOCKHOLDERS		10
PLAN OF DISTRIBUTION		11
LEGAL MATTERS		12
EXPERTS		12

	●	through agents;

	●	ordinary brokerage transactions and transactions in which the broker solicits purchasers;

	●	in “at-the-market” offerings within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

	●	the method of distribution of the securities offered therein;

	●	the names of any underwriters, dealers, or agents;

	●	information about the selling stockholders, where applicable, including their identities, the number of shares of our common stock owned by each selling stockholder prior to the offering, the number of shares of our common stock to be offered by each selling stockholder and the number of shares of our common stock to be owned by each selling stockholder after completion of the offering;

Securities and Exchange Commission registration fee	$	21,119.64
Accounting fees and expenses		*
Legal fees and expenses		*
Printing expenses		*
Miscellaneous (including transfer agent fees)		*
Total	$	*

Exhibit No.		Description
1.1		Form of Underwriting Agreement.**

2.1		Stock Purchase Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc. and the stockholders of Elcom Technologies Inc. identified on the signature pages thereto. (Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K, File No. 001-08061, filed on February 27, 2012.)

4.1		Copy of Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware. (Incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended April 30, 2026, File No. 001-08061.)

4.2		Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981. (Incorporated by reference to Exhibit 3.2 to Registrant’s Annual Report on Form 10-K for the year ended April 30, 2026, File No. 001-08061.)

4.3		Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1984. (Incorporated by reference to Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the year ended April 30, 2026, File No. 001-08061.)

4.4		Amendment to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986. (Incorporated by reference to Exhibit 3.4 to Registrant’s Annual Report on Form 10-K for the year ended April 30, 2026, File No. 001-08061.)

4.5		Amended and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987. (Incorporated by reference to Exhibit 3.5 to Registrant’s Annual Report on Form 10-K for the year ended April 30, 2026, File No. 001-08061.)

4.6		Amended Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on November 2, 1989. (Incorporated by reference to Exhibit 3.6 to Registrant’s Annual Report on Form 10-K for the year ended April 30, 2026, File No. 001-08061.)

4.7		Amended and Restated By-Laws of the Registrant, as amended. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K, File No. 001-08061, filed on June 25, 2020.)

4.8		Specimen of Common Stock certificate. (Incorporated by reference to Exhibit 4.1 to Registrant’s registration statement on Form S-1, File No. 2-29609.)

4.9		Form of Certificate of Designation (for Preferred Stock).**

4.10		Specimen Preferred Stock Certificate.**

4.11		Form of Warrant Agreement.**

4.12		Form of Warrant Certificate.**

5.1		Opinion of McGuireWoods LLP.*

23.1		Consent of Grant Thornton LLP.*

23.2		Consent of McGuireWoods LLP (included in Exhibit 5.1).*

24.1		Power of Attorney (included on signature page).*

107		Filing Fee Table.*

*	Filed herewith.
**	To be filed, if necessary, by amendment to this Registration Statement or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference.

	FREQUENCY ELECTRONICS, INC.

	By:	/s/ Steven L. Bernstein
		Steven L. Bernstein
		Chief Financial Officer, Secretary and Treasurer

Signature		Title

/s/ Thomas McClelland		President, Chief Executive Officer and Director
Thomas McClelland		(principal executive officer)

/s/ Steven L. Bernstein		Chief Financial Officer, Secretary and Treasurer
Steven L. Bernstein		(principal financial and accounting officer)

/s/ Russell M. Sarachek		Director
Russell M. Sarachek

/s/ Richard Schwartz		Director
Richard Schwartz

/s/ Jonathan Brolin		Director
Jonathan Brolin

/s/ Lance W. Lord		Director
Lance W. Lord

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company