UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On March 27, 2023, Transcat, Inc. (the “Company”) issued 77,387 shares (the “Shares”) of the Company’s common stock, par value $0.50 per share, in connection with the merger of TIC-MS, Inc. with and into a wholly-owned subsidiary of the Company. The Company issued the Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The recipients of the Shares represented to the Company that they are “accredited investors” as that term is defined by Rule 501 of the Securities Act. Appropriate legends stating that the Shares have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom were affixed to the certificates or book entry statements evidencing the Shares.
Item 7.01 Regulation FD Disclosure.
On March 27, 2023, Transcat, Inc. issued a press release announcing that it has acquired TIC-MS, Inc., a Missouri based precision metrology services and instrument calibration laboratory. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Transcat, Inc. Press Release dated March 27, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| SIGNATURES | ||
| 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. | ||
| TRANSCAT, INC. | ||
| Dated: March 28, 2023 | By: | /s/ James M. Jenkins |
| James M. Jenkins | ||
| General Counsel and VP of Corporate Development | ||