SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 19, 2012
Franklin Wireless Corp.
(Exact name of registrant as specified in
|(State or other jurisdiction
6205 Lusk Blvd.
San Diego, California 92121
(Address of principal
Registrant's telephone number, including
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))
Section 1 - Registrant’s Business
Item 1.01 Entry into a Material Definitive
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.
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.
||FRANKLIN WIRELESS CORP.|
|Date: September 26, 2012
||/s/ OC Kim|
||OC Kim, President |