NOVANTA INC 8-K

What Happened

• Novanta Inc. announced on June 8, 2026 that it entered into a Securities Purchase Agreement for a private placement in which institutional and accredited investors agreed to buy 2,142,857 common shares at $140.00 per share, for aggregate proceeds of approximately $300.0 million. The closing is expected to occur on June 11, 2026, subject to customary closing conditions.
• The company also entered a Registration Rights Agreement requiring Novanta to file a registration statement to register the resale of the shares no later than 30 days after closing and to use reasonable best efforts to have it declared effective within 45 days thereafter (with an alternative to use an effective Form S-3ASR if available).

Key Details

• Purchase price: $140.00 per share; total proceeds ≈ $300.0 million.
• Shares to be issued: 2,142,857 common shares.
• Pro forma share count: based on 35,613,303 shares outstanding and 4,717,185 shares potentially issuable from outstanding Tangible Equity Units, the aggregate would be 42,473,345 shares outstanding or issuable following the closing.
• Placement agents: J.P. Morgan Securities LLC, William Blair, CJS Securities and PNC Capital Markets; Company will pay customary placement fees and certain expenses.
• Shares sold in reliance on Section 4(a)(2) (private placement); resale registration obligations were negotiated and the Company agreed to indemnify purchasers under the Registration Rights Agreement. A press release announcing the pricing was issued June 9, 2026.

Why It Matters

• This transaction provides Novanta with a significant cash infusion (~$300M) which can be used to fund operations, investments or balance sheet needs.
• Issuing 2,142,857 new shares will increase share count and could dilute existing shareholders; the filing gives a clear pro forma share estimate including potential settlement of Tangible Equity Units.
• The registration commitment means purchasers expect resale liquidity once the registration statement is effective, but until then the shares are restricted and were sold in a private placement.