8-K

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): February 27, 2018

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)

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2018, Tel-Instrument Electronics Corp. (the “Company”) filed with the Secretary of State of the State of New Jersey a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Amendment to Certificate”), which increased the number of authorized shares of common stock, par value $0.10 per share, from four million (4,000,000) shares to seven million (7,000,000) shares. This increase in authorized shares was approved by all members of the Company’s board of directors and was approved by shareholders of a majority of our outstanding shares of stock with voting rights at the Company’s Annual Meeting, which occurred on January 17, 2018.

The foregoing descriptions of the Amendment to Certificate are subject to, and qualified in its entirety by the Amendment to Certificate, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation*

* filed herewith

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: March 2, 2018	By:	/s/ Joseph P. Macaluso
		Name: Joseph P. Macaluso
		Title: Principal Accounting Officer

EX-3.1

Exhibit 3.1

New Jersey Division of Revenue

Certificate of Amendment to the Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2 (4) and Section 14A:9-4 (3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is:

Tel-Instrument Electronics Corp.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 17^thday of January, 2018

Resolved, that Article SIXTH, A.  of the Certificate of Incorporation be amended to read as follows:

(see attached new Article SIXTH A.)

3. The number of shares outstanding at the time of the adoption of the amendment was:   3,855,887  

The total number of shares entitled to vote thereon was: 3,855,887  

If the shares of any class or series of shares are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable). Such number of total shares entitled to vote includes 600,000 votes of holders of Series A Convertible Preferred Stock, voting on an as-converted basis.

4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively).

Number of Shares Voting for Amendment               Number of Shares Voting Against Amendment

                      2,615,828                                                                                   616,795

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, set forth a statement of the manner in which the same shall be effected. (Omit if not applicable).

6. Other provisions: (Omit if not applicable).

BY:  /s/ Jeffrey O’Hara

(Signature)

Dated this 27^th  day of February, 2018                                                                   President/ CEO

May be executed by the Chairman of the Board, or the President, or a Vice President of the Corporation.

 “A. The aggregate number of shares which the Corporation shall have authority to issue is 8,000,000, itemized by classes, par value of shares, and series, if any within a class as follows:

Class	Series	Number of Shares	Par Value per Share
Common	-	6,850,000	$.10 par value per share
Series A Common		150,000	$.10 par value per share
Preferred	-	1,000,000	$.10 par value per share.”