UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 2430, 2026

TRIO-TECH INTERNATIONAL

(Exact Name of Registrant as Specified in Its Charter)

California	1-14523	95-2086631
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Block 1008 Toa Payoh North, Unit 03-09

Singapore 318996

(Address of Principal Executive Offices) (Zip Code)

(65) 6265 3300

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

☐	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 or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	TRT	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) 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 April 2428, 2026, Trio-Tech International, a California corporation (the “Company”), ~~entered~~through ~~into~~its asubsidiary ~~securities~~Trio-Tech ~~purchase agreement~~ (~~the “Purchase Agreement”~~Malaysia) ~~with~~SDN ~~the~~BHD ~~purchaser signatories thereto~~ (~~the~~ “~~Purchasers~~Trio-Tech Malaysia”), ~~which~~entered ~~provides~~into ~~for the sale and issuance by the Company in~~ a ~~registered~~lease ~~direct~~agreement ~~offering~~ (the “~~Offering~~Lease”) ofwith anSkygate ~~aggregate~~Technology ~~of 1,052,632 shares of the Company’s common stock, no par value~~ (~~the “Common Stock”~~M), atSDN. ~~a purchase price of $9~~BHD.50 ~~per share~~ (the “~~Shares~~Landlord”)., ~~The~~effective ~~Offering~~as ~~closed~~of onJune ~~April 27~~1, 2026., ~~The~~pursuant ~~aggregate gross proceeds~~ to ~~the~~which ~~Company~~Trio-Tech ~~from~~Malaysia ~~the~~will ~~Offering~~lease ~~were~~ approximately ~~$10 million~~104,000 ~~before~~square ~~deducting~~feet ~~placement~~of ~~agent~~space ~~commissions~~located ~~and~~at ~~other~~2481, ~~estimated~~Tingkat ~~offering~~Perusahaan ~~expenses.~~4, ~~The~~Kawasan ~~Company~~Perusahaan ~~intends~~Perai, to13600 ~~use~~Perai, ~~the~~Pulau ~~net~~Pinang ~~proceeds of~~ (the ~~Offering for working capital and general corporate purposes~~“Premises”).

~~Additionally,~~The term of the Lease will commence on ~~April~~June 241, 2026, ~~the~~and ~~Company~~will ~~also~~expire ~~entered~~on ~~into~~May a30, ~~placement~~2028 ~~agent agreement~~ (the “~~Placement~~Expiration ~~Agent Agreement~~Date”). ~~with~~The D.Company ~~Boral~~has ~~Capital~~the ~~LLC~~option (to extend the ~~“Placement~~Lease ~~Agent”).~~for ~~Pursuant~~one additional one-year term, subject to the terms oftherein. ~~the~~The ~~Placement~~monthly ~~Agent~~base ~~Agreement,~~rent ~~the~~due ~~Placement~~under ~~Agent~~the ~~agreed~~Lease toshall ~~use~~initially ~~its~~be ~~reasonable~~approximately ~~best~~$115,000 ~~efforts~~per tomonth. ~~arrange~~The ~~for~~Landlord has the ~~sale~~right ofto terminate the ~~Securities~~Lease inupon ~~the~~customary ~~Offering~~events of default. The Company ~~has~~is ~~agreed~~also required to pay a security deposit in the ~~Placement~~amount ~~Agent~~of aapproximately ~~cash~~$539,000 ~~fee~~which ~~equal~~will be refunded without interest to ~~4.5%~~the ofCompany by the ~~aggregate~~Landlord ~~gross~~in ~~proceeds~~accordance ~~from~~with the ~~sale~~terms and conditions of the ~~Securities~~Lease, unless Trio-Tech Malaysia vacates the Premises prior to the Expiration Date. The Company shall also pay the Malaysian Sales and Service Tax imposed in connection with this Agreement to the appropriate authority.

The ~~Offering~~foregoing ~~was~~summary ~~made~~of ~~pursuant~~the toLease adoes ~~shelf~~not ~~registration~~purport ~~statement~~to ~~filed~~be ~~with~~complete and ~~declared~~is ~~effective~~qualified byin ~~the~~its ~~Securities~~entirety ~~and~~by ~~Exchange~~reference ~~Commission~~to (the ~~“SEC”)~~full ~~(Registration~~text ~~No.~~of ~~333-291219) (~~the ~~“Registration Statement”)~~Lease, a ~~base~~copy ~~prospectus,~~of ~~dated~~which ~~December~~is ~~16,~~filed ~~2025, included~~ as ~~part~~Exhibit of10.1 ~~the~~to ~~registration~~this ~~statement,~~Current ~~and~~Report aon ~~prospectus~~Form ~~supplement, dated April 24, 2026~~8-K.

The Purchase Agreement and the Placement Agent Agreement each contain customary representations, warranties, agreements and conditions to closing, as well as indemnification rights and other obligations of the parties. Each of the Purchase Agreement and Placement Agent Agreement is filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Purchase Agreement or the Placement Agent Agreement. In particular, the representations, warranties, covenants and agreements contained in each of the Purchase Agreement or the Placement Agent Agreement, which were made only for purposes of each of the Purchase Agreement and Placement Agent Agreement, and as of specific dates, were solely for the benefit of the parties to each of the Purchase Agreement and Placement Agent Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to each such agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under the Purchase Agreement nor the Placement Agent Agreement, and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Purchase Agreement and/or the Placement Agent Agreement.

The Placement Agent Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing is only a brief description of the terms of each of the Placement Agent Agreement and Purchase Agreement and does not purport to be a complete statement of the rights and obligations of the parties thereto and the transactions contemplated thereby and are qualified in their entirety by reference to the full text of each exhibit.

A copy of the legal opinion and consent of Disclosure Law Group, a Professional Corporation, relating to the shares of Common Stock is attached as Exhibit 5.1 hereto and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 8.01. Other Events.

On April 24, 2026, the Company issued a press release announcing the Offering and the pricing of the Offering. The press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Offering, including, without limitation, the Company’s intended use of proceeds from the Offering, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as “will be,” “may,” “expects,” “believes,” “plans” and “intends” and other terms with similar meaning. You are cautioned that the forward-looking statements in this Current Report on Form 8-K are based on current beliefs, assumptions and expectations, speak only as of the date of this Current Report on Form 8-K and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and generally beyond the Company’s control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, market conditions and the risk factors detailed in the Prospectus Supplement, which is a part of the Registration Statement, the Company’s Annual Report on Form 10-K, and those risk factors set forth from time to time in the Company’s other filings with the SEC. For the reasons discussed above, you should not place undue reliance on the forward-looking statements in this Current Report on Form 8-K. The Company undertakes no obligation to update the forward-looking statements set forth in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Index

Exhibit No.		Description
1.1*		Placement Agent Agreement, dated April 24, 2026, between Trio-Tech International and D. Boral Capital, LLC.
10.1*		Lease Agreement, by and between Trio-Tech (Malaysia) SDN BHD and with Skygate Technology (M) SDN. BHD, dated April 28, 2026
5.1		Opinion of Disclosure Law Group, a Professional Corporation
10.1*		Form of Securities Purchase Agreement, dated April 24, 2026, by and among Trio-Tech International and the purchaser signatories thereto
23.1		Consent of Disclosure Law Group, a Professional Corporation (included in Exhibit 5.1)
99.1		Press Release, dated April 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Trio-Tech International
Date: April 27, 2026	By:	/s/ Anitha Srinivasan
Date: May 4, 2026	By:	/s/ Srinivasan Anitha
		Anitha Srinivasan
		Srinivasan Anitha
		Chief Financial Officer

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