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): ~~March~~April 2717, 2025


	Envela Corporation
	(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Nevada	1-11048	88-0097334
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


	1901 Gateway Drive, Suite 100, Irving, Texas 75038
	(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


	(972) 587-4049
	(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:


Title of Each Class	Trading Symbol	Name of Exchange on which Registered
Common Stock, par value $0.01 per share	ELA	NYSE American

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.):


☐	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))

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 85.0103. ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On ~~March~~April 2717, 2025, the Board of Directors of Envela Corporation, a Nevada corporation (the "Company"), ~~authorized~~approved the ~~repurchase~~Amended ofand anRestated ~~additional~~Bylaws ~~100,000 shares~~ of the Company's ~~common~~(the ~~stock,~~“Amended ~~bringing~~and ~~the~~Restated ~~total~~Bylaws”). ~~authorization~~The ~~under~~Amended ~~the~~and ~~existing~~Restated ~~repurchase~~Bylaws, ~~program~~which towas 1adopted effective as of April 17,~~100~~ 2025,~~000~~ ~~shares.~~provides ~~The~~that ~~repurchases~~the ~~will~~number beof ~~conducted~~Directors inthat ~~accordance~~will ~~with~~constitute the ~~Company’s~~whole ~~Repurchase~~Board ~~Plan,~~of ~~including~~Directors ~~through~~shall ~~open-market~~be ~~purchases,~~a ~~10b5-1~~minimum ~~plans,~~of ~~private~~five ~~transactions,~~(5) orand ~~other~~a ~~methods~~maximum asof ~~determined~~seven by(7), ~~the~~and ~~Company’s~~such ~~Chief~~number ~~Executive~~will ~~Officer~~be orfixed ~~Chief~~from ~~Financial~~time ~~Officer~~to (time by approval of the ~~"Authorized~~Board ~~Officers")~~of Directors. ~~The~~Additionally ~~repurchases~~the ~~will~~Amended beand ~~made~~Restated atBylaws ~~prices~~clarify ~~and~~that, ~~terms~~any ~~determined~~vacancy byon the ~~CEO~~Board orof ~~CFO,~~Directors ~~provided~~may ~~the~~be ~~transactions~~filled ~~comply~~only ~~with~~by ~~federal~~a ~~and~~majority ~~state~~of ~~securities~~the ~~laws,~~remaining ~~SEC regulations~~directors, ~~and~~even ~~Nevada~~if ~~law.~~the ~~This~~remaining ~~program~~directors ~~will~~do ~~remain~~not inconstitute ~~effect~~a ~~until~~quorum. ~~March~~Any ~~31,~~director ~~2026.~~elected ~~Repurchased~~to ~~shares~~fill ~~may~~a bevacancy ~~retired,~~shall ~~reducing~~serve for the ~~Company’s~~remainder ~~capital~~of ~~accounts,~~the atfull term of the ~~discretion~~directorship ofin which the ~~Authorized~~vacancy ~~Officers~~occurred and until a successor is elected and qualifies.

2The foregoing description of the Amended and Restated Bylaws is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.03.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~

(d) Exhibits.

	By:	/s/ John R. Loftus
		John R. Loftus
		Chief Executive Officer
Date: March 27, 2025


Exhibit Number		Exhibit Description
3.1		Amended and Restated Bylaws, dated April 17, 2025

SIGNATURES

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


	By:	/s/ John R. Loftus
		John R. Loftus
		Chief Executive Officer

Date: April 23, 2025

Filing Compare · Envela Corp