Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 6, 2023, Richard P. Randall, a member of the Board of Directors (the "Board") of P&F Industries, Inc. (the "Registrant") and a member of the Board's Audit Committee, Corporate Governance and Nominating Committee, and Strategic Planning and Risk Assessment Committee, advised the Board that effective as of January 13, 2023, he resigned from the Board and each committee on which he serves. Mr. Randall further advised the Registrant that he resigned for personal reasons and not due to any disagreement with the Registrant on any matter relating to its operations, policies or practices.

Mr. Kenneth M. Scheriff, a member of the Board, was appointed to the Audit Committee effective January 13, 2023 and Mitchell A. Solomon, a member of the Board, was appointed to the Corporate Governance and Nominating Committee effective as of January 13, 2023.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On January 10, 2023, the Board approved an amendment and restatement of the By-laws of the Registrant (the "Amended and Restated By-Laws") effective as of January 13, 2023. The Amended and Restated By-Laws contains an amendment to Article III, Section 1 (the "Amendment") which reduces the number of directors on the Board from six to five.

The description of the Amendment set forth above is qualified in its entirety by the full text of Article III, Section 1 contained in the Amended and Restated By-laws, which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits:




  3.1     Amended and Restated By-Laws of the Registrant (Effective as of January
        13, 2023)
104     Cover Page Interactive Data File (embedded as Inline XBRL document)

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