Form 8-K - Current report

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: June 14, 2024

 

Franklin Wireless Corp.

(Exact name of registrant as specified in its charter)

 

Nevada	001-14891	95-3733534
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

 

3940 Ruffin Road

Suite C

San Diego, CA 92123

(Address of principal executive offices)

 

Registrant's telephone number, including area code:

[phone]

 

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))

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	FKWL	NASDAQ Capital Market

 

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. ☐

 

 

 

 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Definitive Settlement Agreements Executed in Settlement of Derivative Litigation

 

Background

 

As previously disclosed, a legal action was filed in the U.S. District Court, Southern District of California (San Diego) against Franklin, as a nominal defendant, Nosirrah Management LLC v. Franklin Wireless et al. (Case # 3:21-cv-01316-CAB-JLB), on or about July 22, 2021, claiming that our Chief Executive Officer, OC Kim, violated Section 16(b) of the Securities Exchange Act of 1934 for receiving “short-swing” profits from a sale and purchase of Franklin shares, in violation of that Act.

 

On February 16, 2024, a jury found for the plaintiff and awarded Nosirrah $2,000,000 in damages, plus costs and attorney’s fees. Mr. Kim and the Company believe the allegations and the verdict are not supported by the facts. Notwithstanding the foregoing, the Company, Mr. Kim, and Nossirrah determined to compromise and settle the matter in lieu of further proceedings and entered into a Settlement and Release Agreement, dated June 12, 2024.

 

The Settlement and Release Agreement

 

Under the terms of the Settlement and Release Agreement, Mr. Kim will pay the Company $1,000,000 and the Company will pay the plaintiff’s attorneys $550,000. The Settlement and Release Agreement also provides that Mr. Kim will dismiss his appeal of the judgment, and provides for mutual releases among the parties.

 

 

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.

 

 

	FRANKLIN WIRELESS CORP.
Date: June 14, 2024	By: /s/ OC Kim
	OC Kim, President

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Cover	Jun. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2024
Entity File Number	001-14891
Entity Registrant Name	Franklin Wireless Corp.
Entity Central Index Key	0000722572
Entity Tax Identification Number	95-3733534
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	3940 Ruffin Road
Entity Address, Address Line Two	Suite C
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92123
City Area Code	858
Local Phone Number	623-0000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.001 per share
Trading Symbol	FKWL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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