Form 8-K TEL INSTRUMENT ELECTRONI For: Apr 13

---

---

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): April 13, 2021.

 

TEL-INSTRUMENT ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

 

New Jersey	001-31990	22-1441806
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Branca Road

East Rutherford, New Jersey 07073

(Address of principal executive offices)

 

(201) 933-1600

(Telephone number, including area code)

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 1.01

Entry into a Material Definitive Agreement.

 

On April 13, 2021, Tel-Instrument Electronics Corp. (the “Company”), as tenant, Lindsey Branca and the Nicholas Branca Trust, as landlord (the “Landlord”) and 405 MHP Partnership, as licensor (“405 MHP” and, together with the Company and the Landlord, the “Parties”), entered into a Second Amendment of Lease (the “Second Lease Amendment”), whereby the Parties modified that certain Lease Agreement entered into among the Parties as of April 1, 2011, as amended on June 14, 2016 (the “Original Lease”) to provide, among other things, for an extension of the lease term until August 31, 2029, for a portion of One Branca Road, East Rutherford, New Jersey (the “Leased Premises”).

 

Pursuant to the Second Lease Amendment, the term will commence on September 1, 2021, with rent at a fixed rate of(i) $254,840.04 per annum ($21,236.67 per month), for the first four years, until August 31, 2025 and (ii) $276,999.96 per annum ($23,0833.33 per month) for the last four years, until August 31, 2029.

 

The foregoing description of the Second Lease Amendment is qualified in its entirety by reference to the full text of such agreement, the form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”), and which is incorporated herein in its entirety by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Second Amendment of Lease

 

 

 

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

	TEL-INSTRUMENT ELECTRONICS CORP.
Date: April 14, 2021	By:	/s/ Pauline Romeo
		Name: Pauline Romeo
		Title: Principal Accounting Officer

 

 

 

Exhibit 10.1

 

 

 

Second Amendment of Lease

TEL Instrument Electronics Corp. d/b/a TEL

 

 

 

 

April 12, 2021

 

Lease:	LINDSEY BRANCA and the NICHOLAS BRANCA TRUST (“Landlord”)
	(assignees of the Richard Branca Intentionally Defective Grantor Trust
	and Richard Branca)
	- and -
	TEL INSTRUMENT ELECTRONICS CORP. d/b/a TEL (“Tenant”)
	Dated April 1, 2011 and first amended June 14, 2016.
Building:	One Branca Road
	East Rutherford, New Jersey

 

 

SECOND AMENDMENT OF LEASE

 

WHEREAS, Richard Branca and the Tenant entered into that certain Lease Agreement, dated April 1, 2011 (the “Lease”), for a portion of One Branca Road, East Rutherford, New Jersey (“Leased Premises”); and

 

WHEREAS, Lindsey Branca and the Nicholas Branca Trust (hereinafter collectively “Landlord”) are the successors in interest to the Richard Branca Intentionally Defective Grantor Trust and Richard Branca; and

 

WHEREAS, Landlord and Tenant desire to modify the Lease to provide, among other things, for an extension of the Lease Term;

 

NOW, THEREFORE, Landlord and Tenant agree as follows:

 

1.

DEFINED TERMS: Unless otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to such terms in the Lease.

 

2.

EXTENDED LEASE TERM & BASE RENT: The Lease Term shall be extended and the Base Rent modified as follows:

 

TERM	ANNUAL	MONTHLY
9/1/2021 - 8/31/2025	$254,840.04	$21,236 .67
911/2025 - 8/31/2029	$276,999.96	$23,083.33

 

3.

PARKING: Effective September 1, 2021, Tenant's parking shall consist of 43 unassigned car parking spaces and the License Agreement dated April 1, 2011 between Tenant and 405 MHP Partnership shall be deemed null and void.

 

 

Second Amendment of Lease

TEL Instrument Electronics Corp. d/b/a TEL

 

 

4.

NO BROKER: Tenant represents and warrants to Landlord that no real estate broker represented Tenant in regard to this Second Amendment of Lease.

 

5.

MODIFICATION: Except as herein modified, all the terms and conditions of the Lease shall remain unchanged.

 

IN WITNESS WHEREOF, on the day and year first above written, Landlord and Tenant agree to this Amendment of Lease.

 

 

LANDLORD:

 

LINDSEY BRANCA

 

/s/ L Branca                                                

Lindsey Branca

 

 

 

NICHOLAS BRANCA TRUST

 

 

/s/ Richard Branca                                       

Richard Branca, Attorney in Fact

for Bernard Branca, Trustee

 

 

 

LICENSOR :

 

405 MHP PARTNERSHIP

 

 

/s/ Richard Branca                                       

Richard Branca, Partner

{Only in reference to Section 3 above and

said License Agreement.}

 

 

 

TENANT & LICENSEE:

 

TEL INSTRUMENT ELECTRONICS CORP.

d/b/a    TEL

 

/s/ Jeffrey O'Hara                                       

Name: Jeffrey O'Hara

Title: President & CEO 

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Blackwell 3D Acquires Operating Dubai LLC, Inches Closer to Project Readiness
• ROSEN, TOP RANKED INVESTOR COUNSEL, Encourages Shoals Technologies Group, Inc. Investors to Secure Counsel Before Important Deadline in Securities Class Action – SHLS
• ROSEN, A TOP RANKED LAW FIRM, Encourages Plug Power Inc. Investors to Secure Counsel Before Important Deadline in Securities Class Action – PLUG