Intest Corp Files 8-K/A Amendment

TL;DR

Intest Corp filed an amendment to an 8-K, check for updated info.

AI Summary

Intest Corporation filed an 8-K/A amendment on May 14, 2024, to report a material definitive agreement and financial statements as of March 6, 2024. This amendment relates to a previous 8-K filing concerning the same date.

Why It Matters

This filing is an amendment to a previous report, indicating a correction or addition to previously disclosed information, which could be material to investors.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, likely for administrative or minor corrections, rather than a new material event.

Key Players & Entities

• INTEST CORP (company) — Registrant
• 0001036262 (company) — Central Index Key
• 22-2370659 (company) — IRS Employer Identification No.
• 804 East Gate Drive, Suite 200, Mt. Laurel, New Jersey 08054 (company) — Principal Executive Offices Address
• March 6, 2024 (date) — Date of earliest event reported
• May 14, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — h Registered Common Stock , par value $0.01 per share INTT NYSE American Indica

Filing Documents

• intt20240514_8ka.htm (8-K/A) — 38KB
• 0001437749-24-016634.txt ( ) — 173KB
• intt-20240306.xsd (EX-101.SCH) — 3KB
• intt-20240306_def.xml (EX-101.DEF) — 12KB
• intt-20240306_lab.xml (EX-101.LAB) — 15KB
• intt-20240306_pre.xml (EX-101.PRE) — 12KB
• intt20240514_8ka_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 12, 2024 inTEST Corporation (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") by and among inTEST Italy, Inc., a wholly owned subsidiary of the Company ("Buyer"), Mauro Arigossi ("Arigossi"), and Elettra S.S., a company incorporated under the Laws of Italy ("Elettra", and together with Arigossi, each a "Seller" and collectively, the "Sellers"). In accordance with the Purchase Agreement the Sellers, being the sole legal and beneficial owners of all of the outstanding capital shares of Alfamation S.p.A., an Italian joint-stock company (the "Alfamation"), agreed to sell and the Buyer agreed to purchase all of the outstanding capital shares of Alfamation. Pursuant to the Purchase Agreement, the Buyer agreed to pay to the Sellers an aggregate base purchase price of approximately 20 million comprised of: (i) approximately 18 million in cash; and (ii) 187,432 shares of common stock of the Company, par value $0.01 (the "Shares"); and an additional approximately 542 thousand in cash for assets delivered at closing in excess of agreed upon thresholds (together with the base purchase price, the "Purchase Price"). The cash portion of the Purchase Price is subject to customary adjustments for net working capital, cash and indebtedness, as per the terms of the Purchase Agreement. An indemnification escrow of 2,064,220 was funded at the closing and is available to the Company to satisfy indemnification claims pursuant to the Purchase Agreement until 18 months from the closing date. The Purchase Agreement contains customary representations and warranties, and indemnification, non-competition, non-solicitation, and confidentiality provisions. In connection with the Purchase Agreement, Alfamation has entered into a lease agreement (the "Lease Agreement") by and between Alfamation and Elettra Real Estate S.r.l , a limited liability company incorporated under the Laws of Italy (the "La

Financial Statements and Exhibits

Financial Statements and Exhibits (a) Financial statements of businesses or funds acquired. None. (b) Pro forma financial information. None. (d) Exhibits The following exhibits were filed or furnished with the Original 8-K on May 12, 2024. Exhibit No. Description 10.1* Stock Purchase Agreement, by and among inTEST Corporation, inTEST Italy, Inc., Mauro Arigossi, and Elettra S.S., dated as of March 12, 2024 10.2 Lease Agreement, by and between Alfamation S.p.A. and Elettra Real Estate S.r.l, dates as of March 12, 2024 99.1 Press release dated March 12, 2024 Regarding the Purchase Agreement 99.2 Slide Show Presentation 99.3 Press release dated March 12, 2024 Regarding the Restatement of Financial Results for the Restated Period 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document * Certain schedules of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission or its staff a copy of the omitted schedules 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 By: /s/ Duncan Gilmour Duncan Gilmour Chief Financial Officer, Treasurer and Secretary Date: May 14, 2024

View Full Filing

View this 8-K/A filing on SEC EDGAR