Business Context and Reporting Period
Company: NN, Inc. (NNBR)
Filing Type: Form 8-K (Current Report)
Date of Report: June 30, 2026
Event: Entry into a Material Definitive Agreement and Unregistered Sale of Securities.
Key Financial Metrics
This filing reports on a specific capital raising transaction rather than periodic operating results. Key transaction metrics include:
- Shares Issued: 24,509,804 shares of Common Stock.
- Purchase Price: $3.06 per share.
- Total Gross Proceeds: $75.0 million (expected).
- Placement Agent Fee: Approximately 6.0% of aggregate gross proceeds.
- Expected Closing Date: On or about July 2, 2026.
Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics as this is a transactional report, not a financial statement.
Material Changes
The primary material change is the execution of a Securities Purchase Agreement for a private placement of common stock. This transaction will result in:
- An increase in the company's share count by approximately 24.5 million shares upon closing.
- An influx of approximately $75.0 million in gross capital.
- The incurrence of a registration rights obligation requiring the filing of a registration statement within 45 days of the agreement date.
Guidance, Outlook, and Risks
Management Commentary: The Company has engaged Craig-Hallum Capital Group LLC as the placement agent. The transaction is structured as a private placement under Section 4(a)(2) of the Securities Act and Regulation D.
Risks and Contingencies:
- Closing Conditions: The transaction is subject to the satisfaction of customary closing conditions.
- Registration Obligations: The Company must file a registration statement for the resale of shares within 45 days and use commercially reasonable efforts to have it declared effective within 45 days (or 90 days in the event of a full SEC review).
- Liquidated Damages: Failure to file or declare the registration statement effective within the specified timeframes, or suspension of the prospectus, may trigger liquidated damages payments to the Purchasers.
- Costs: The Company is responsible for all fees and expenses related to the registration of the Shares.
Investor Verification Checklist
- Verify the final closing date and confirmation of the $75.0 million gross proceeds.
- Review the definitive Securities Purchase Agreement (Exhibit 10.1) for specific closing conditions and representations.
- Monitor the filing of the registration statement for the resale of shares within the 45-day window to avoid liquidated damages.
- Assess the dilution impact of the 24,509,804 new shares on existing shareholders.
- Confirm the net proceeds after deducting the 6.0% placement agent fee and other transaction expenses.