Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 12, 2018   Solitron Devices, Inc. (Exact Name of Registrant as Specified in Its Charter)   Delaware   001-04978   22-1684144 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   3301 Electronics Way, West Palm Beach, Florida   33407 (Address of Principal Executive Offices)   (Zip Code)       (561) 848-4311 (Registrant’s Telephone Number, Including Area Code)             (Former Name or Former Address, if Changed Since 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 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 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. □         Section 1 – Registrant's Business and Operations   Item 1.01     Entry into a Material Definitive Agreement.   On October 12, 2018, Olesen Value Fund L.P. ("Olesen") delivered to Solitron Devices, Inc. ("Solitron" or the "Company") an irrevocable proxy designating Tim Eriksen as Olesen's proxy for purposes of voting all of Solitron's shares owned by Olesen in favor of the director nominees recommended by the Board of Directors of Solitron (the "Board") for the next two annual meetings of the stockholders of Solitron. Olesen granted this irrevocable proxy in connection with being deemed an "Exempt Person" under the Rights Agreement, dated as of May 12, 2017, between Solitron and Continental Stock Transfer & Trust Company by the Board and being permitted to increase its ownership above 10% of Solitron's outstanding common stock.   Section 9 – Financial Statements and Exhibits   Item 9.01  Financial Statements and Exhibits.   (d)             Exhibits   Exhibit No. Description 10.1 Irrevocable Proxy, dated October 12, 2018, granted by Olesen Value Fund L.P.                             SIGNATURE     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.     SOLITRON DEVICES, INC.           October 15, 2018  By:   /s/   Tim Eriksen       Tim Eriksen        Chief Executive Officer and  Interim Chief Financial Officer