NOVANTA INC

0001076930 false 0001076930 2026-06-08 2026-06-08 0001076930 novt:SixPointFiveZeroPercentTangibleEquityUnitsMember 2026-06-08 2026-06-08 0001076930 us-gaap:CommonStockMember 2026-06-08 2026-06-08 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): June 8, 2026 NOVANTA INC. (Exact name of registrant as specified in is charter) New Brunswick, Canada 001-35083 98-0110412 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 125 Middlesex Turnpike Bedford , Massachusetts 01730 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 781 ) 266-5700 Not Applicable (Former name or former address, if changed since last report) 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(s) Name of each exchange on which registered Common shares, no par value NOVT Nasdaq Global Select Market 6.50% Tangible Equity Units NOVTU Nasdaq Global Select Market 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. Equity Purchase Agreement On June 8, 2026, Novanta Inc., a Canadian corporation (the “ Company ”), Novanta Medical Technologies Corp., a Delaware corporation and an indirect subsidiary of the Company (“ Buyer ”), Novanta Corporation, a Michigan corporation (“ Intermediate Parent ”, and together with the Company and the Buyer, the “ Buyer Parties ”), Runway Midco, LLC, a Delaware limited liability company (“ Seller ”), and Runway Buyer, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Seller (“ Runway Buyer ”), entered into an Equity Purchase Agreement (the “ Purchase Agreement ”), pursuant to which Buyer will acquire from Seller all of the issued and outstanding limited liability company interests (the “ Purchased Interests ”) of Runway Buyer (the “ Transaction ”). Transaction Consideration Subject to the terms and conditions of the Purchase Agreement, at the closing of the Transaction (the “ Closing ”), the Buyer Parties will pay Seller $1,200,000,000 in cash (the “ Closing Consideration ”). In addition, a milestone payment amount of $250,000,000 is payable by the Buyer Parties to Seller on or before January 8, 2027. The Closing Consideration is subject to customary adjustments based on cash, working capital, debt and transaction expenses of Runway Buyer as of the Closing. Conditions to the Transaction The Closing is subject to satisfaction or waiver of certain conditions, including, among other things, (a) the absence of any law, order or injunction by any governmental entity of competent jurisdiction preventing the completion of the Transaction or making the completion of the Transaction illegal, (b) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), without the imposition of an unacceptable condition, (c) subject to certain exceptions, the accuracy of representations and warranties with respect to the Buyer Parties, Runway Buyer and the Seller, (d) compliance in all material respects by the Buyer Parties, Runway Buyer and the Seller with their respective covenants contained in the Purchase Agreement and (e) the absence of any Material Adverse Effect (as defined in the Purchase Agreement) with respect to Runway Buyer. Financing of the Transaction The Transaction will be financed through a combination of cash on hand, the Company’s existing credit facilities available under the Credit Agreement (as defined below) and proceeds from the Company’s equity issuance announced today. In connection with the Transaction, Intermediate Parent, the Company, and certain wholly-owned subsidiaries of the Company entered into the Third Amendment to Fourth Amended and Restated Credit Agreement (the “ Third Amendment ”), with Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto, which amends that certain Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (as amended, the “ Credit Agreement”). The Third Amendment, among other things, amends (i) the interest rate applicable to loans under the Credit Agreement by widening the pricing margin by 0.25% if the Company’s consolidated leverage ratio exceeds 3.75 to 1.00 and (ii) amends the financial covenants under the Credit Agreement by (x) increasing the permitted consolidated leverage ratio to 4:00 to 1.00 or 4.50 to 1.00 for four consecutive quarters following a Designated Acquisition (as defined in the Credit Agreement) and (y) decreasing the permitted consolidated fixed charge coverage ratio to 1.00 to 1.00 for the four consecutive fiscal quarters following consummation of the Transaction. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Third Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Certain Other Terms of the Purchase Agreement The Purchase Agreement contains customary representations, warranties and covenants made by the Buyer Parties, Runway Buyer and Seller, including covenants relating to the conduct of Runway Buyer’s business between the date of signing the Purchase Agreement and the Closing, regulatory approvals, access to information, employee matters, confidentiality and exclusivity. The Buyer Parties will obtain a representations and warranties insurance policy in connection with the Transaction. The Company and Intermediate Parent will guarantee the prompt payment and performance of all present and future payment and performance obligations of Buyer to Seller and Runway Buyer under the Purchase Agreement and the other transaction documents. The Purchase Agreement contains certain customary termination rights, including, among others, (i) the right of either Buyer or Seller to terminate by mutual written agreement, (ii) the right of either Buyer or Seller to terminate if the Transaction has not been consummated within one hundred fifty (150) days after the date of the Purchase Agreement, (iii) the right of either Buyer or Seller to terminate if a governmental authority has issued any final, non-appealable order that has the effect of permanently restraining, enjoining or otherwise prohibiting the Transaction, (iv) the right of either Buyer or Seller to terminate due to a material breach by the other party of any of its representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain conditions, and (v) the right of Seller or Buyer to terminate if Closing is not timely consummated (subject to a notice period for Buyer). The foregoing summary does not purport to be a complete descrip