Franklin Wireless Corporation (FKWL)

[Knowledge is King]

FKWL pays greenmail; 1.5M shares bought back @$1.84/share


Item 1.01 Entry into a Material Definitive Agreement.



On September 19, 2012, Franklin Wireless Corp. (the “Company”) entered into a Stock Repurchase Agreement and a Standstill Agreement, each with Sherman Capital Group, LLC; Karen Singer, Trustee Of Singer Children’s Management Trust; David S. Oros; Milfam NG LLC; and PNC Trust Company of Delaware, Trustee of Lloyd I. Miller – Trust C (the “Sherman Group”).



Under the terms of the Stock Repurchase Agreement, the Company agreed to repurchase 1,538,602 shares of its Common Stock from the members of the Sherman Group for a purchase price of $2,831,028, or $1.84 per share.



Under the terms of the Standstill Agreement, the members of the Sherman Group agreed that they will not (i) acquire any Common Stock or other securities of the Company, (ii) make any tender offer with respect to securities of the Company, (iii) participate in any solicitation of proxies with respect to the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) thereunder) with respect to the securities of the Company, or (v) act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company.