NORTECH SYSTEMS INC

Regulatory Filings • Oct 27, 2025

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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): October 21, 2025

NORTECH SYSTEMS INCORPORATED

(Exact name of registrant as specified in charter)

Minnesota	0-13257	41-1681094
(State
or other jurisdiction	(Commission	IRS
Employer
of
incorporation)	File
Number)	Identification
No.)

7550 Meridian Circle N. Ste 150 , Maple Grove , MN 55369

(Address of principal executive offices)

(952) 345-2244

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last 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 14-2(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 $.01 per share | NSYS | 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. ☐

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Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Debarati Sen, a member of the Board of Directors, notified the Company that she will not stand for re-election as a member of the Board of Directors for the 2026-2027 period. Ms. Sen will carry out the remainder of her term which will end at the conclusion of the annual meeting of shareholders of the Company in May of 2026. Her decision to not stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 24, 2025

| Nortech
Systems Incorporated |
| --- |
| (Registrant) |
| /s/ Andrew D. C. LaFrence |
| Andrew
D. C. LaFrence Chief
Financial Officer and SVP of Finance |

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