NOVANTA INC

false 0001076930 0001076930 2026-06-08 2026-06-08 0001076930 us-gaap:CommonStockMember 2026-06-08 2026-06-08 0001076930 novt:SixPointFiveZeroPercentTangibleEquityUnitsMember 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. On June 8, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) for a private placement (the “Private Placement”) with certain institutional and other accredited investors (each, a “Purchaser” and collectively, the “Purchasers”). The closing of the Private Placement (the “Closing”) is expected to occur on June 11, 2026, subject to the satisfaction of customary closing conditions. Pursuant to the Purchase Agreement, the Purchasers agreed to purchase an aggregate of 2,142,857 common shares, no par value, of the Company (the “Common Shares”), at a purchase price per share of $140.00, for an aggregate purchase price of approximately $300.0 million. Based on 35,613,303 Common Shares outstanding as of June 8, 2026, and an additional 4,717,185 Common Shares that represent the minimum number of Common Shares issuable upon the settlement of the share purchase contracts relating to the Company’s outstanding Tangible Equity Units as of June 8, 2026, assuming the consummation of the Private Placement, there would be an aggregate of 42,473,345 Common Shares outstanding or issuable upon the minimum settlement of the share purchase contracts relating to outstanding Tangible Equity Units following the Closing. The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Purchasers, on the other hand, and customary conditions to closing. Also on June 8, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers, which provides that the Company will register the resale of the Common Shares sold by the Company in the Private Placement. The Company is required to prepare and file a registration statement with the Securities and Exchange Commission no later than 30 days after the date of the Closing, and to use its reasonable best efforts to have the registration statement declared effective within 45 days thereafter, subject to certain exceptions. If the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) and an existing registration statement of the Company on Form S-3ASR is effective, the Company may instead elect to file a prospectus supplement to such existing registration statement registering the resale of the Common Shares sold by the Company in the Private Placement in lieu of filing a new registration statement. The Company has also agreed to, among other things, indemnify the Purchasers, their officers, directors, agents, partners, members, managers, stockholders, affiliates, investment advisers, employees and other control persons under the registration statement from certain liabilities and pay all fees and expenses (excluding any legal fees of the selling holder(s), and any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement. The Common Shares issued and sold to the Purchasers under the Purchase Agreement will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, or under any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The Common Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein. The Company engaged J.P. Morgan Securities LLC, William Blair & Company, L.L.C., CJS Securities, Inc. and PNC Capital Markets LLC as placement agents for the Private Placement. The Company has agreed to pay customary placement agent and other financial advisory fees and, under certain circumstances, reimburse certain expenses of the placement agents. The foregoing summary of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Item 8.01 Other Events. On June 9, 2026, the Company issued a press release announcing the pricing of the Private Placement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Cautionary Note Regarding Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company’s intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “could,” “potential,” “intend,” “expect,” “estimate,” “believe,” “plan,” or other similar words or expressions, and include statements regarding the closing of the Private Placement, the Company’s agreement to register the Common Shares sold in the Private