8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 25, 2025

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

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:

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. ☐

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K filed by M-tron Industries, Inc., a Delaware Corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on April 25, 2025 (the “Original Form 8-K”). This Amendment corrects the disclosure in Item 1.01 of the Original Form 8-K to conform with the terms of that certain Warrant Agreement, dated April 25, 2025, by and among the Company, Computershare Inc., and Computershare Trust Company, N.A. (the “Warrant Agreement”), stating that, when exercisable, five (5) Warrants will entitle the holder thereof to purchase one (1) share of the Company's common stock at an exercise price of $47.50 per share. The foregoing does not purport to be a complete description of the Warrant Agreement and is qualified in its entirety by reference to a copy of the Warrant Agreement filed herewith as Exhibit 4.1.

Except as described herein, this Amendment does not amend, modify, or update any other information contained in the Original Form 8-K. Accordingly, this Amendment should be read in conjunction with the Original Form 8-K and the Company's other filings with the SEC.

(d)         Exhibits

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 hereunto duly authorized.