UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~report~~Report (Date of earliest event reported): ~~June~~August 82, 2023

Wireless Telecom Group, Inc.

(Exact ~~Name~~name of Registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

New Jersey

New Jersey	001-11916	22-2582295
(State of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

(State or Other Jurisdiction of Incorporation)

25 Eastmans Road, Parsippany, New Jersey		07054
(Address of principal executive offices)		(Zip Code)

001-11916		22-2582295
(Commission File Number)		(IRS Employer Identification No.)

25 Eastmans Road
Parsippany, New Jersey		07054
(Address of Principal Executive Offices)		(Zip Code)

(973) 386-9696

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

(Former ~~Name~~name or ~~Former Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 ~~(see General Instruction A.2. below)~~:

☐ 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))

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

Title of each class Trading Symbol Name of ~~each~~ exchange on which registered Common Stock WTT NYSE American

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~~growth ~~Company~~ 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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~First~~On ~~Amendment~~August 2, 2023, Wireless Telecom Group, Inc. (“WTT” or the “Company”) held a special meeting of shareholders to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 24, 2023, as amended (the “Merger Agreement”) with Maury Microwave, Inc., a Delaware corporation (“Maury”), and Troy Merger Sub, Inc., a New Jersey corporation wholly-owned by Maury (“Merger Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into WTT (the “Merger”), with WTT continuing as the surviving corporation and a wholly-owned subsidiary of Maury. A quorum was present at the special meeting.

On June 8, 2023, Wireless Telecom Group, Inc., a New Jersey corporation (“WTT”), entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”) with Maury Microwave, Inc., a Delaware corporation (“Maury”), and Troy Merger Sub, Inc., a New Jersey corporation wholly owned by Maury (“Merger Sub”). The ~~Amendment provides that~~ ~~the~~following ~~date~~matters ~~for~~were ~~filing~~voted ~~the preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) shall be no later than June 16, 2023.~~on:

~~This~~Proposal ~~summary of the principal terms of the Amendment, a copy of which is filed as Exhibit 10.~~1, ~~and~~– ~~incorporated~~A ~~herein~~proposal ~~by reference, does not purport~~ to beapprove ~~complete and is subject to, and qualified in its entirety by,~~ the ~~full~~Merger ~~text of the Amendment~~Agreement.

~~Additional~~Proposal ~~Information~~2 ~~and~~– ~~Where~~A proposal to ~~Find~~approve, Iton a non-binding advisory basis, specified compensation that may be paid or become payable to WTT’s named executive officers in connection with the Merger and contemplated by the Merger Agreement.

~~This~~Proposal ~~Current~~3 ~~Report~~– onA ~~Form~~proposal ~~8-K does not constitute an offer~~ to ~~sell~~approve one or ~~the~~more ~~solicitation~~adjournments of anthe ~~offer~~special tomeeting ~~buy any securities or a solicitation~~ of ~~any~~shareholders, ~~vote~~if necessary or ~~approval.~~appropriate, ~~This~~to ~~Current~~solicit additional ~~Report~~proxies onif ~~Form~~there ~~8-K~~were ~~may~~insufficient bevotes ~~deemed~~at ~~to be solicitation material in respect of~~ the ~~proposed~~time ~~Merger between a subsidiary~~ of ~~Maury and WTT. In connection with~~ the ~~proposed~~special ~~transaction,~~meeting ~~WTT plans~~ to ~~file~~constitute a ~~proxy~~quorum ~~statement~~or with the SEC. SHAREHOLDERS OF WTT ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT WTT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Shareholders and investors will be able to ~~obtain~~approve ~~free copies of~~ the ~~proxy statement and other relevant materials (when they become available)~~proposal ~~and~~to ~~other~~approve ~~documents filed by WTT at~~ the ~~SEC’s~~Merger ~~website at www~~Agreement.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, on WTT’s Investor Relations website at https://wirelesstelecomgroup.com/investor-relations/financial-information.

~~Participants~~The inshareholders ~~Solicitation~~voted to approve each of Proposal 1, Proposal 2 and Proposal 3, and the final voting results for each proposal were as follows:

~~WTT~~Proposal and Maury and their respective directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed Merger. Information regarding WTT’s directors and executive officers is available in its proxy statement filed with the SEC on May 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available). Investors should read the proxy statement and other relevant materials carefully when they become available before making any voting or investment decisions. These documents can be obtained free of charge from the sources indicated above.:

Item 9.01. Financial Statements Exhibits

For		Against		Abstain		Broker Non-Vote
12,252,999		912,827		5,822		0

Proposal 2:

For		Against		Abstain		Broker Non-Vote
10,614,277		1,456,559		1,100,812		0

Proposal 3:

For		Against		Abstain		Broker Non-Vote
12,624,302		398,734		148,612		0

Item 8.01

Other Events

On August 2, 2023, WTT issued a press release announcing approval of the Merger Agreement by WTT’s shareholders. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1		First Amendment to Agreement and Plan of Merger dated as of June 8, 2023
99.1		Press Release of Wireless Telecom Group, Inc., dated as of August 2, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

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.

	WIRELESS TELECOM GROUP, INC.
Date: August 2, 2023	WIRELESS TELECOM GROUP, INC.
Date: June 12, 2023	By:	/s/ Michael Kandell
	By:	/s/ Michael Kandell
		Michael Kandell
	Name:	Michael Kandell
		Chief Financial Officer
	Title:	Chief Financial Officer

Filing Compare · WIRELESS TELECOM GROUP INC