UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
December 9, 2021
Date of Report (Date of earliest event reported)
inTEST Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) | 1-36117 (Commission File Number) | 22-2370659 (I.R.S. Employer Identification No.) |
804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054
(Address of Principal Executive Offices, including zip code) |
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(856) 505-8800
(Registrant's Telephone Number, including area code) |
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N/A
(Former name or former address, if changed since last report) |
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| 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: |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | INTT | NYSE American |
| 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) |
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| Emerging growth company ☐ |
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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 1.01. | Entry into a Material Definitive Agreement. |
On December 9, 2021, inTEST Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) by and among the Company, inTEST Canada Incorporated, a wholly-owned subsidiary of the Company (the “Buyer”), and Saeed Taheri (the “Seller”), pursuant to which the Buyer will acquire the equity securities of the parent corporations of Acculogic Inc. (“Acculogic”) for approximately USD$9 million in cash. Acculogic is a global manufacturer of robotics-based electronic production test equipment and application support services.
The SPA contains customary representations, warranties, restrictive covenants (including non-competition and non-solicitation provisions) and indemnification provisions. An indemnification escrow of CAD$1.5 million will be funded at the closing from the proceeds payable to the Seller and is available to the Buyer to satisfy indemnification claims from the SPA for fifteen months following the closing date.
The foregoing description of the terms and conditions of the SPA and the Company’s obligations thereunder are qualified in their entirety by reference to the text of the SPA, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description |
| 2.1* | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
* This filing omits exhibits and schedules pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementary to the Securities and Exchange Commission upon request.
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.
| | inTEST CORPORATION |
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| | By: /s/ Duncan Gilmour |
| | Duncan Gilmour |
| | Chief Financial Officer, Treasurer and Secretary |
| Date: December 13, 2021 | |
