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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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 20, 2024, Transcat, Inc. (the “Company”) entered into an amendment (the “Second Amendment”) to a Share Purchase Agreement dated August 31, 2021 (the “Purchase Agreement”) with John Cummins and Ross Lane (the “Sellers”) as amended on September 11, 2023 (the “First Amendment”), associated with the Company’s purchase of all of the outstanding capital stock of Cal OpEx Limited (d/b/a NEXA Enterprise Asset Management), a private Irish company which owns all of the issued and outstanding capital stock of its U.S.-based subsidiary, Cal OpEx Inc., a Delaware corporation (collectively, “NEXA”).
The Second Amendment amends the Purchase Agreement to remove the Sellers’ entitlement to potential earn-out payments (as defined in the Purchase Agreement). Pursuant to the Second Amendment, no earn-out payment will be due for earn-out year 1, an earn-out payment of $527,627 will be made for earn-out year 2, and no earn-out payment will be due for any future earn-out year (each as defined in the Purchase Agreement). In connection with the Second Amendment, the Company terminated its employment agreement with Mr. Cummins, Vice President of NEXA, and entered into an employment offer letter with Mr. Cummins whereby he will serve as NEXA’s Vice President of Global Strategic Partnerships.
Except as set forth above, the terms of the Purchase Agreement and the First Amendment remain unchanged.
The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment filed herewith as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | ||
| 10.1 | Amendment to Share Purchase Agreement dated August 31, 2021 by and among Transcat, Inc., John Cummins and Ross Lane, dated May 20, 2024 | ||
| 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: May 20, 2024 | By: | /s/ Thomas L. Barbato | |
| Name: | Thomas L. Barbato | ||
| Title: | Senior Vice President of Finance and Chief Financial Officer |