Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information presents the combination of the historical consolidated financial statements of RF Industries, Ltd. and its subsidiaries (“RF Industries”) and the historical financial statements of Microlab/FXR LLC (“Microlab”) after giving effect to RF Industries’ purchase of 100% of the issued and outstanding membership interests of Microlab from Wireless Telecom Group, Inc., a New Jersey corporation, as further described in Note 1, Description of Microlab Acquisition.

The unaudited pro forma condensed combined balance sheet as of October 31, 2021, is based on the individual historical consolidated balance sheets of RF Industries and Microlab and has been prepared to reflect the acquisition as if it had occurred on October 31, 2021, which was RF Industries’ 2021 fiscal year end. The unaudited pro forma condensed combined statements of operations for the fiscal year ended October 31, 2021, combine the historical results of operations of RF Industries and Microlab, and have been prepared to reflect the acquisition as if it had occurred on November 1, 2020, the first day of RF Industries’ fiscal year ended October 31, 2021.

RF Industries’ 2021 fiscal year ended on October 31, and Microlab’s 2021 fiscal year ended on December 31. As a result of RF Industries’ and Microlab’s different fiscal years:

● the unaudited pro forma condensed combined balance sheet as of October 31, 2021, combines RF Industries’ historical audited consolidated balance sheet as of October 31, 2021, and Microlab’s historical audited consolidated balance sheet as of December 31, 2021, and

● the unaudited pro forma condensed combined statement of operations for the fiscal year ended October 31, 2021, combines RF Industries’ historical audited results of operations for the fiscal year ended October 31, 2021, and Microlab’s historical audited results of operations for the fiscal year ended December 31, 2021.

The unaudited pro forma condensed combined financial information set forth below shows on a pro forma basis the effect of the following two directly related material transactions of RF Industries:

● the completion of the Microlab acquisition for a contractual purchase price of $24,250,000 and

● the additional debt incurred to finance approximately $17 million of the acquisition consideration and payment of certain transaction expenses in connection with the acquisition.

The following unaudited pro forma condensed combined financial statements contained herein are for informational purposes only and are not intended to present or be indicative of what the combined company’s financial condition or results of operations would have been, had the Microlab acquisition occurred on the dates indicated above. They also may not be useful in predicting, and are not intended to project, the future financial condition and results of operations of the combined company. The pro forma adjustments are preliminary and are based upon currently available information and certain assumptions which management believes are reasonable under the circumstances and which are described in the accompanying notes to the unaudited pro forma condensed combined financial information. The actual combined financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors, and do not reflect all the costs, benefits and synergies that may be incurred or realized as a result of the merger of operations of RF Industries and Microlab. To prepare the unaudited pro forma condensed combined financial information under the acquisition method of accounting, the fair value of Microlab’s assets and liabilities was based on preliminary estimates of fair value as of the date the acquisition was complete. Any excess of the purchase price over the fair value of assets acquired and liabilities assumed is recognized as goodwill. RF Industries has not yet completed the detailed valuation work necessary to finalize the estimated fair values of the Microlab assets acquired and liabilities assumed and to finalize the related allocation of purchase price. Consequently, the purchase price allocation included in the unaudited pro forma condensed combined financial information is preliminary and is subject to further adjustments, which may be material, as additional information becomes available and as additional analyses are performed.

The unaudited pro forma condensed combined financial statements should be read in conjunction with:

● the accompanying notes to the unaudited pro forma condensed combined financial information,

● RF Industries’ audited consolidated financial statements and related notes as of and for the year ended October 31, 2021, which are included in RF Industries’ annual Report on Form 10-K for the year then ended filed on January 14, 2022, and

● Microlab’s audited consolidated financial statements and related notes as of and for the year ended December 31, 2021, which are included in this filing.

RF INDUSTRIES, LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED OCTOBER 31, 2021

(in thousands, except per share data)

		Historical
		RF Industries, Ltd.				Microlab				Transaction Accounting Adjustments			Note Reference		Financing Adjustments			Note Reference		Pro Forma Combined
Net sales		$	57,424			$	17,756			$	(283	)	4g							$	74,897
Cost of sales			39,656				10,259				(283	)	4g								49,632
Gross profit			17,768				7,497				-					-					25,265
Operating expenses:
Engineering			1,479				900														2,379
Selling and general			11,874				6,424				1,036		4a								21,969
											2,755		4c
											59		4e
Total operating expenses			13,353				7,324				3,850					-					24,527
Operating income (expense)			4,415				173				(3,850	)				-					738
Other income (expense)			2,802				(14	)			-					(608	)	4d			2,180
Income (loss) before provision for income taxes			7,217				159				(3,850	)				(608	)				2,918
Provision (benefit) from income taxes			1,036				-				(903	)	4i			-					133
Consolidated net income (loss)		$	6,181			$	159			$	(2,947	)			$	(608	)			$	2,785
Income per share
Basic		$	0.62																	$	0.28
Diluted		$	0.61																	$	0.27
Weighted average shares outstanding
Basic			9,978,683																		9,978,683
Diluted			10,154,239																		10,154,239

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

RF INDUSTRIES, LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF OCTOBER 31, 2021

(in thousands)

		Historical
		RF Industries, Ltd.				Microlab				Transaction Accounting Adjustments			Note Reference		Financing Adjustments			Note Reference		Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	13,053			$	25			$	(25,315	)	4a		$	16,970		4b		$	4,518
											(175	)	4e
											(40	)	4e
Trade accounts receivable, net of allowances			13,523				2,883				(93	)	4h								16,313
Inventories			11,179				3,987														15,166
Other current assets			2,893				-				41		4a								4,093
											294		4e
											865		4i
TOTAL CURRENT ASSETS			40,648				6,895				(24,423	)				16,970					40,090
PROPERTY, PLANT AND EQUIPMENT - NET			708				421														1,129
OTHER ASSETS
Operating lease right of use assets, net			1,453				-				307		4f								1,760
Due from Parent			-				13,781				(13,781	)	3b								-
Goodwill			2,467				1,351				(1,351	)	3b								7,593
											5,126		3d
Amortizable intangible assets, net			2,739				-				8,855		4c								11,594
Non-amortizable intangible assets			1,174				-				2,000		3c								3,174
Deferred tax assets			389				-														389
Other assets			70				164														234
TOTAL OTHER ASSETS			8,292				15,296				1,156										24,744
TOTAL ASSETS		$	49,648			$	22,612			$	(23,267	)			$	16,970				$	65,963

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

RF INDUSTRIES, LTD. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF OCTOBER 31, 2021

(in thousands)

		Historical
		RF Industries, Ltd.				Microlab				Transaction Accounting Adjustments			Note Reference		Financing Adjustments			Note Reference		Pro Forma Combined
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	3,504			$	783			$	(93	)	4h							$	4,194
Accrued expenses and other current liabilities			5,034				1,182				150		4a								6,974
											608		4d
Current portion of operating lease liabilities			832				-				307		4f								1,139
TOTAL CURRENT LIABILITIES			9,370				1,965				972					-					12,307
OTHER LIABILITIES
Long-term debt, net			-				-									16,970		4b			16,970
Operating lease liabilities			675				-														675
TOTAL LIABILITIES			10,045				1,965				972					16,970					29,953
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Membership interests			-				47				(47	)	4j								-
Net member investment			-				1,472				(1,472	)	4j								-
Common stock - authorized 20,000,000 shares of $0.01 par value; 10,058,571 shares issued and outstanding at October 31, 2021			101				-														101
Additional paid-in capital			24,301				-														24,301
Retained earnings			15,201				19,128				(19,128	)	4j								11,609
											(3,592	)
TOTAL STOCKHOLDERS' EQUITY			39,603				20,647				(24,239	)				-					36,011
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	49,648			$	22,612			$	(23,267	)			$	16,970				$	65,963

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF MICROLAB ACQUISITION

On March 1, 2022, RF Industries, Ltd. (“RF Industries”) completed the purchase of 100% of the issued and outstanding membership interests of Microlab/FXR LLC (“Microlab”) from Wireless Telecom Group, Inc, a New Jersey corporation. Microlab designs and manufactures high-performance RF and Microwave products enabling signal distribution and deployment of in-building DAS (distributed antenna systems), wireless base stations and small cell networks.

The consideration for the Purchase Transaction was $24,250,000, subject to certain post-closing adjustments. The purchase price was paid in cash at the closing. RF Industries funded $17 million of the cash purchase price from the funds obtained under a term loan and paid the remaining amount of the purchase price with cash on hand.

NOTE 2 – BASIS OF PRESENTATION

The accompanying unaudited pro forma condensed combined financial statements have been prepared to illustrate the estimated effects of the acquisition by RF Industries of Microlab using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, (“ASC 805”). Under the acquisition method, the assets and liabilities of Microlab are generally recorded by RF Industries at their respective fair values as of the date the acquisition was completed based upon preliminary valuation using information known and knowable as of the date of this filing. The unaudited pro forma condensed combined balance sheet as of October 31, 2021, is based on the individual historical consolidated balance sheets of RF Industries and Microlab and has been prepared to reflect the acquisition as if it had occurred on October 31, 2021, which was RF Industries’ 2021 fiscal year end. The unaudited pro forma condensed combined statements of operations for the fiscal year ended October 31, 2021, combine the historical results of operations of RF Industries and Microlab, and have been prepared to reflect the acquisition as if it had occurred on November 1, 2020, the first day of RF Industries’ fiscal year ended October 31, 2021.

The unaudited pro forma condensed combined statements of operations do not reflect future events that may occur after the acquisition, including, but not limited to, certain costs, benefits and synergies that may be incurred or realized in connection with the acquisition. The unaudited pro forma condensed combined financial statements are for informational purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated.

The valuations of the assets acquired and liabilities assumed are preliminary and have not yet been finalized as of the date of this filing. The purchase price allocations are preliminary and subject to potentially material changes, including the valuation of intangible assets and goodwill, among other items. The final purchase price allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma combined financial information. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase price allocated to goodwill and other assets and liabilities and may impact the combined company’s balance sheet and statement of income. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information.

As of the date of this filing, RF Industries has not identified any differences in accounting policies that would have a material impact on the condensed combined financial statements.

NOTE 3 – CONSIDERATION TRANSFERRED AND PRELIMINARY PURCHASE PRICE

ALLOCATION

The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the estimated fair values of Microlab’s identifiable assets acquired and liabilities assumed, and the excess of the consideration over these fair values is recorded as goodwill. RF Industries has not completed the detailed valuation work necessary to finalize the estimated fair values of the assets acquired and liabilities assumed and the related allocation of purchase price. The consideration transferred and preliminary fair value of Microlab’s assets acquired and liabilities assumed as if the acquisition occurred on October 31, 2021 are provided below.

		Amount (in thousands)
Contractual purchase price		$	24,250
Total consideration transferred		$	24,250

	Note		Amount (in thousands)
Preliminary amounts of identifiable assets acquired and liabilities assumed:
Net book value of assets acquired as of 12/31/2021	a		$	20,646
Elimination of pre-existing “due from parent” and goodwill	b			(15,132	)
Adjusted net book value of assets acquired				5,514
Backlog	c			2,000
Customer Relationships	c			8,000
Tradename	c			2,000
Non-compete	c			800
Patents	c			810
Goodwill	d			5,126
Net assets acquired at fair value			$	24,250

a. Reflects the historical book value of assets acquired from Microlab.

b. Reflects the elimination of certain previously recorded assets by Microlab as part of purchase accounting. The historical book value of these assets was as follows:

		Amount (in thousands)
Due from Parent		$	13,781
Goodwill			1,351
Total Eliminations		$	15,132

c. Reflects the estimated amount of Microlab's backlog, customer relationship, tradename, non-compete and patents to fair value based on preliminary valuation.

d. Goodwill is calculated as the difference between the fair value of the consideration transferred and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed.

NOTE 4 – TRANSACTION ACCOUNTING and FINANCING ADJUSTMENTS

a. Represents the impact to cash consisting of the following:

		October 31, 2021 (in thousands)
Contractual purchase price		$	(24,250	)
Key employee bonuses			150
Insurance (50% of D&O tail policy)			(138	)
Security deposit for sublease			(41	)
Acquisition Related Fees			(1,036	)
Total change in cash			(25,315	)

The acquisition related fees of $1,036,000 consist of investment banker fees, legal fees and other professional consulting services and are not expected to recur and affect the Company’s income from operations beyond 12 months after the transaction.

b. To adjust for the principal received, less financing costs in connection with the new Term Loan facility used to finance the Microlab acquisition as detailed below.

		October 31, 2021 (in thousands)
Proceeds from Term Loan		$	17,000
Debt issuance costs			(30	)
Total change in debt		$	16,970

c. To adjust for the net increase in amortization expense attributable to the preliminary estimated fair value of acquired identified definite-lived intangible assets for the fiscal year ended October 31, 2021 as follows:

		Fair Value (in thousands)				Useful Life (Months)				Amortization Expense (in thousands)
Backlog			2,000				14				1,714
Customer Relationships			8,000				120				800
Non-compete			800				60				160
Patents			810				120				81
Total		$	11,610							$	2,755

d. Represents the interest expense in connection with the acquisition of Microlab related to proceeds from the Term Loan facility for the fiscal year ended October 31, 2021 as detailed below.

		Fiscal Year 2021 (in thousands)
Interest expense on New Term Loan facility		$	602
Amortization of debt issuance costs			6
Net adjustment to interest expense			608

e. To adjust for the net increase in acquisition-related prepaid insurance and amortization expense, as follows:

		Amount (in thousands)
Representations & Warranty Insurance		$	175
Underwriting Fee			40
Directors & Officer Tail Insurance			138
Total prepaid insurance			353
Term (years)			6
Amortization		$	59

f. ASU 2016-02, Leases (ASC 842) requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with a term of more than twelve months. Amounts reflect the estimated impact of adopting ASC 842 as of October 31, 2021.

g. To adjust for intercompany sales:

		October 31, 2021 (in thousands)
Intercompany Sales		$	283

Intercompany sales represents purchases made by RF Industries of Microlab products.

h. To adjust for intercompany payables and receivables:

		October 31, 2021 (in thousands)
Accounts Payable/ Accounts Receivable		$	93

i. Represents the income tax impact of the pro forma adjustments, using the statutory federal rate of 21% which was the rate of RF Industries for the fiscal year ended October 31, 2021. This is not the effective tax rate of RF Industries or expected for the combined business, which would exclude the impact of various amounts such as the non-taxable PPP Loan forgiveness income, research and development tax credits and tax benefits associated with share-based compensation. The combined company’s effective tax rate and tax position could be significantly different (either higher or lower) depending on post-acquisition activities.

j. Represents elimination of membership interest, net membership investment, additional paid-in capital and retained earnings of Microlab.