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

~~Current~~Date of Report ~~Pursuant~~ to(Date ~~Section~~of 13earliest orevent ~~15(d~~reported) of: ~~the~~January ~~Securities~~17, ~~Exchange Act of 1934~~2023

Date of Report (Date of earliest event reported): December 30, 2022

Blonder Tongue Laboratories, Inc.

(Exact Name of registrant as specified in its charter)

Delaware		1001-14120		52-1611421
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Jake Brown Road, Old Bridge, New Jersey 08857

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (732) 679-4000

Not Applicable

(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))

☐ 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
NONE		NONE		NONE

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.

AsChief ~~previously~~Executive ~~reported~~Officer on a Current Report on Form 8-K, filed on May 23, 2022, on May 18, 2022, the Board of Directors (the “Board”) of Blonder Tongue Laboratories, Inc. (the “Company”), acting on the recommendation of the compensation committee of the Board (the “Compensation Committee”), and ~~the~~President ~~Company's chief executive officer, Edward R. Grauch (the “Executive”), agreed to make certain adjustments to the Executive’s~~Resignation compensation, to defer all of his cash compensation for a period of 180 days beginning May 23, 2022. As of each date on which compensation that would otherwise have been paid to Mr. Grauch, the Company will accrue a number of shares of its common stock calculated by dividing (i) the dollar amount of the deferred compensation for such date by (ii) the fair market value of one share of the Company’s common stock. The deferred compensation will be paid to Mr. Grauch on or before March 15, 2023.

On ~~December~~January 3017, ~~2022~~2023, ~~the~~Edward ~~Board,~~R. ~~acting~~Grauch ~~on the~~submitted ~~recommendation~~to of the ~~Compensation~~board ~~Committee,~~of ~~agreed~~directors to(the ~~make~~“Board”) ~~certain~~of ~~adjustments~~Blonder toTongue ~~the~~Laboratories, ~~compensation~~Inc. of (the ~~Executive,~~“Company”) ~~whereby~~his ~~pursuant~~resignation from tohis apositions ~~deferred~~as ~~compensation~~Chief ~~agreement,~~Executive ~~entered~~Officer ~~into by~~ and ~~between~~President of the Company, ~~and~~effective ~~the~~March ~~Executive on December 30~~18, ~~2022~~2023 (~~the~~ “~~December~~CEO Resignation”). In connection ~~2022~~with ~~Deferred~~Mr. ~~Compensation~~Grauch’s ~~Agreement”)~~departure, the ~~Executive~~Company and Mr. Grauch agreed to ~~defer~~enter ~~all~~into ofa ~~his~~separation ~~cash~~agreement, ~~compensation~~which ~~from~~is ~~the~~currently ~~Company~~being ~~(the “Accrued~~negotiated ~~Compensation”)~~in ~~during~~good ~~the~~faith. ~~period~~The ~~beginning~~material onterms ~~January~~of 1,the ~~2023~~separation ~~and~~agreement ~~ending~~have onnot ~~June~~been 3,finalized ~~2023~~as (of the ~~“Suspension~~date ~~Period”)~~of this Current Report on Form 8-K.

~~Pursuant~~Chief toTechnology ~~the~~Officer December 2022 Deferred Compensation Agreement, on or before June 30, 2023, the Company shall deliver to the Executive the full amount of the Accrued Compensation, subject to compliance with tax withholding obligations as described in the December 2022 Deferred Compensation Agreement. The form of payment of the Accrued Compensation shall be via: (1) payment of cash; (2) the issuance of that number of shares of the Company’s common stock derived by dividing (a) the amount of Accrued Compensation, by (b) the Fair Market Value of one share of the common stock as of such date (the “Compensation Shares”); or (3) a combination of cash and Compensation Shares. The form of payment of the Accrued Compensation shall be at the sole discretion of the Board.Termination

~~The~~On ~~Compensation~~January ~~Shares~~17, ~~issued~~2023, ifthe ~~any~~Board, ~~will~~based beon the recommendation ~~issued~~of ~~under~~the ~~and~~Compensation ~~pursuant~~Committee toof the ~~Company’s~~Board, ~~Second~~following ~~Amended~~a ~~and~~request ~~Restated~~by ~~Executive~~Ronald ~~Stock~~V. ~~Purchase Plan~~Alterio, approved by the ~~Board~~termination onof ~~September~~Mr. Alterio from his ~~10,~~positions ~~2020~~as the Company’s Senior Vice President-Engineering and Chief Technology Officer, effective immediately. The termination was not as ~~amended,~~a ~~and~~result ~~will~~of beany ~~validly~~disagreement ~~issued,~~between ~~fully~~Mr. ~~paid~~Alterio and ~~non-assessable~~the ~~when~~Company ~~delivered~~on any matter relating to the Company’s operations, policies or practices.

~~In addition,~~Senior inVice ~~the~~President ~~event~~ of aOperations Change in Control, as defined in the December 2022 Deferred Compensation Agreement, prior to the delivery of the cash and/or Compensation Shares, all further suspensions of payment of the Executive’s compensation shall cease, and the Accrued Compensation as of the date of such Change in Control shall be immediately payable to the Executive in cash, subject to all applicable tax withholding obligations.Retirement

~~Item~~On ~~5.02~~January of17, ~~this~~2023, ~~Current~~Allen ~~Report~~Horvath onsubmitted ~~Form~~to ~~8-K contains only a brief description of~~ the ~~material~~Board ~~terms~~notice of ~~and~~his ~~does~~retirement ~~not~~from ~~purport~~his toposition beas aSenior ~~complete~~Vice ~~description~~President- Operations of the Company, ~~rights~~effective ~~and~~July ~~obligations~~31, of2023. ~~the~~Mr. ~~parties~~Horvath’s tocash ~~the~~compensation ~~December~~was ~~2022~~previously ~~Deferred~~reduced ~~Compensation~~by ~~Agreement,~~50% ~~and~~to ~~such~~an ~~description~~annual issalary ~~qualified~~of in$95,000, ~~its entirety~~effective byMay ~~reference~~23, to2022. ~~the~~The ~~full~~Board ~~text~~and ofMr. ~~the~~Horvath ~~December~~agreed ~~2022~~to ~~Deferred~~a ~~Compensation~~further ~~Agreement,~~50% areduction ~~copy~~ of ~~which~~his issalary ~~filed~~for asthree ~~Exhibit~~months ~~10.1~~commencing toMay ~~this~~1, ~~Current~~2023, which ~~Report~~will onbe ~~Form~~followed ~~8-K~~by ~~and~~his isretirement ~~incorporated~~on ~~herein~~July by31, ~~reference~~2023.

Chief Executive Officer and President Appointment

On January 17, 2023, in connection with the CEO Resignation, the Board has appointed Robert J. Palle to Chief Executive Officer and President of the Company, effective concurrently with the departure of Mr. Grauch. (the “CEO Appointment”).

Robert J. Palle, CEO and President

Robert (“Bob”) J. Palle brings over 30 years of experience in the private cable industry in Officer and Senior Management roles. He has been a director of the Company since September 1993. In 2020, Mr. Palle served as the Company’s Managing Director-Strategic Accounts and as the Company’s Chief Executive Officer from May 2015 to December 2019. Between 2003 and 2019, Mr. Palle served as the President of the Company.

The Board believes that Mr. Palle’s experience in business and management and his extensive knowledge of the Company’s products, lines of business and long-term strategies make him uniquely qualified to help lead the Company towards continued growth and success.

Family Relationships

Mr. Palle does not have a family relationship with any of the current officers or directors of the Company.

Related Party Transactions

Other than as described below, there are no related party transactions with regard to Mr. Palle reportable under Item 404(a) of Regulation S-K.

~~Item~~Subordinated ~~9.01~~Loan ~~Financial Statements and Exhibits.~~Agreement

On April 8, 2020, the Company, as borrower, together with Livewire Ventures, LLC (dwholly owned by the Company’s former Chief Executive Officer, Edward R. Grauch), ~~Exhibits~~MidAtlantic IRA, LLC FBO Steven L. Shea IRA (an IRA account for the benefit of the Company’s Chairman of the Board, Steven Shea), Carol M. Palle and Robert J. Palle (the Company’s new Chief Executive Officer and President, and a member of the Board), Anthony J. Bruno (a member of the Board), and Stephen K. Necessary (a member of the Board), as lenders (collectively, the “Initial Lenders”) and Robert J. Palle, as Agent for the Lenders (in such capacity, the “Agent”) entered into a certain Senior Subordinated Convertible Loan and Security Agreement (the “Subordinated Loan Agreement”), pursuant to which the lenders from time to time party thereto were permitted to provide up to $1,500,000 of loans to the Company (the “Subordinated Loan Facility”). Interest accrues on the outstanding amounts advanced under the Subordinated Loan Facility at the rate of 12% per annum, compounded and payable monthly, in-kind, by the automatic increase of the principal amount of the loan on each monthly interest payment date, by the amount of the accrued interest payable at that time (“PIK Interest”).

Exhibit No.		Description
10.1*		Deferred Compensation Agreement, by and between Blonder Tongue Laboratories, Inc. and Edward R. Grauch, dated December 30, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Loan Agreement

*On ~~Filed~~October ~~herewith~~25, 2019, the Company entered into a Loan and Security Agreement (All Assets) (the “Loan Agreement”) with MidCap Business Credit LLC (“MidCap”), as subsequently amended. On April 5, 2022, the Company entered into a ninth amendment to the Loan Agreement (the “Ninth Amendment”). Among other things, the amendment modified the Loan Agreement's definition of “Borrowing Base” so as to provide for an over-advance facility (the “2022 Over-Advance Facility”) in an aggregate amount of up to $1,000,000. MidCap's agreement to enter into the Ninth Amendment was conditioned, in part, on the entry into a participation agreement between MidCap and Robert J. Palle, a Director, and an affiliate of Mr. Palle (the “Palle Parties”). The terms of the Ninth Amendment and the participation agreement contemplate that any advances made by Midcap pursuant to the 2022 Over-Advance Facility would be funded by the Palle Parties under the participation agreement. Advances under the 2022 Over-Advance Facility are subject to the discretion of MidCap and the Palle Parties. On April 5, 2022, pursuant to the 2022 Over-Advance Facility and the participation agreement, the Palle Parties funded an initial advance of $200,000 that was provided to the Company. Since April 5, 2022, a total of $975,000 was made by Midcap to the Company, which was funded by the Palle Parties. Further advances may be made to the Company upon its request, subject to the discretion of MidCap and the Palle Parties, in minimum amounts of not less than $100,000 per tranche, unless a lesser amount is agreed to by the parties. The amount advanced in each tranche will bear an interest rate of 1% per month.

2Turn Around Committee

~~SIGNATURE~~Since February 27, 2022, Mr. Palle, through his wholly owned entity TelePortXX, has been paid $150 per hour for work performed on behalf of the Company’s Turn Around Committee. Upon consummation of his role as Chief Executive Officer, it is expected that the Turn Around Committee will be disbanded and no additional compensation will be owed thereafter.

~~Pursuant~~Compensatory ~~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.~~Arrangements

	BLONDER TONGUE LABORATORIES, INC.
Dated: January 6, 2023	By:	/s/ Eric Skolnik
		Eric Skolnik
		Senior Vice President and Chief Financial Officer

In connection with the CEO Appointment, Mr. Palle will be compensated at the annual salary rate of $156,000 and will be entitled to participate in all employee benefits afforded other employees of the Company.

3Item 7.01 Regulation FD Disclosure

On January 23, 2023, the Company issued a press release announcing departure of Mr. Grauch and the appointment of Mr. Palle to role of Chief Executive Officer and President. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1*		Press Release issued on January 23, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

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.

	BLONDER TONGUE LABORATORIES, INC.

	By:	/s/ Eric Skolnik
		Eric Skolnik
		Senior Vice President and Chief Financial Officer

Date: January 23, 2023

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