INTT inTest Corporation

Item 1.01.    Entry into a Material Definitive Agreement.

 

On May 11, 2023, inTEST Corporation (the "Company") entered into an At-the-Market Issuance Sales Agreement (the "Sales Agreement") with Lake Street Capital Markets, LLC, as selling agent (the “Agent”), and Northland Securities, Inc., d/b/a Northland Capital Markets, as co-agent, pursuant to which the Company may issue and sell shares of its common stock, $0.01 par value per share ("Common Stock"), having an aggregate offering price of up to $20,000,000 (the "Shares"), from time to time through the Agent (the "Offering"). Also, on May 11, 2023, the Company filed a prospectus supplement with the Securities and Exchange Commission in connection with the Offering under its existing automatic shelf registration statement, which became effective on November 19, 2020 (File No. 333-250047) (the "Registration Statement"), and the base prospectus contained therein.

 

Upon delivery of a placement notice, and subject to the terms and conditions of the Sales Agreement, the Agent may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but it has no obligation to sell any of the Shares in the Offering. The Company will only sell Shares through one Agent on any single day.

The Company or the Agent may suspend or terminate the Offering upon notice to the other parties and subject to other conditions. Each Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of NYSE American Stock Exchange.

 

The Company has agreed to pay the Agent commissions for their services in acting as agent in the sale of the Shares in the amount of up to 3.0% of gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Agent with customary indemnification and contribution rights.

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.