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

Date of Report (Date of earliest event reported)    December 10, 2024

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:

Securities registered pursuant to Section 12(b) of the Act:

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 growth company ☐

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. ☐

To the extent required by Item 1.01 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On December 10, 2024, Transcat, Inc. (the “Company”) acquired all of the membership units of Martin Calibration LLC (“Martin”), a privately-held Delaware limited liability company, pursuant to a Membership Unit Purchase Agreement (the “Agreement”), by and among the Company, Martin Holding Inc. (the “Seller”) and Richard L. Brion. Martin is an ISO-17025 accredited calibration laboratory network and has been a regional Midwest leader in the metrology business for almost 35 years. With its flagship Minneapolis lab, Martin has six additional labs in or near Chicago, Milwaukee, Eau Claire, Tempe, and Los Angeles. Martin serves customers in the highly regulated medical, life science, aerospace, and nuclear sectors providing in-lab and onsite services across a broad range of disciplines. Prior to this transaction, there were no material relationships between the Seller, Martin, or Richard L. Brion, and the Company or its affiliates, or any director or officer of the Company, or any associate of any such director or officer.

Pursuant to the Agreement, the Company acquired all of the membership units of Martin for $79 million, subject to customary adjustments set forth in the Agreement, consisting of a combination of (i) $69 million in cash and (ii) approximately $10 million in shares of the Company’s common stock, par value $0.50 per share, or 96,006 shares of common stock (the “Shares”). 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”). Under the Agreement, Mr. Brion entered into a customary lock-up agreement with the Company pursuant to which he agreed not to sell or otherwise dispose of the Shares until 45 days after the Shares are registered under the Securities Act. The Agreement contains various representations, warranties, covenants and indemnification of the parties that are customary for a transaction of this nature.

Also on December 10, 2024, the Company, the Seller and Mr. Brion entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company agreed to register for resale the Shares issued pursuant to the Agreement under the Securities Act. The Company has agreed to file a registration statement under the Securities Act within 45 days of the closing, or January 24, 2025, to register the Shares for resale and to have the registration statement declared effective by the US Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, and in any event within five trading days after the SEC notifies the Company that the registration statement will not be reviewed or is not subject to further review.

The foregoing summary of the Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of these agreements, which will be filed as exhibits to the Company’s next Quarterly Report on Form 10-Q.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On December 10, 2024, the Company issued a press release announcing this transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits.

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.