Item 2.01. Completion of Acquisition of Disposition of Assets.

On December 30, 2022, Wireless Telecom Group, Inc., a New Jersey corporation (the "Company"), and its wholly owned subsidiary, Wireless Telecommunications Group, LTD, a company organized under the laws of England and Wales ("Holdings"), completed the transaction (the "Transaction") pursuant to the Securities Purchase Agreement (the "Purchase Agreement") dated December 4, 2022 with E-Space Acquisitions LLC, a Delaware limited liability company ("Buyer"), and eSpace Inc., a Delaware corporation, as guarantor. Pursuant to the Purchase Agreement, the Buyer acquired 100% of the issued and outstanding equity interests of Holdings from the Company. The consideration for the Transaction was $14.5 million, inclusive of $13.75 million in cash consideration and a $750,000 note payable, subject to agreed-upon reductions and certain post-closing adjustments as set forth in the Purchase Agreement.

The above description of the Purchase Agreement and the Transaction is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 5, 2022 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information.

The pro forma financial information of the Company as adjusted to give effect to the sale of the Holdings is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits. The following exhibits are filed as a part of this report.





Exhibit No.   Description

99.1            Unaudited Pro Forma Condensed Consolidated Financial Statements of
              Wireless Telecom Group, Inc.

99.2            Press Release of Wireless Telecom Group, Inc., dated December 30,
              2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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