Ascent Industries Sells ASTI Assets for $16 M in Cash

Rhea-AI Filing Summary

Ascent Industries Co. (NASDAQ: ACNT) has entered into a definitive agreement to divest substantially all assets of its wholly-owned subsidiary American Stainless Tubing, LLC (ASTI) to First Tube, LLC, a subsidiary of Triple-S Steel Holdings.

The Asset Purchase Agreement, signed on 23 June 2025, calls for approximately $16 million in cash consideration, subject to customary closing adjustments. Closing is targeted for 30 June 2025. The agreement contains standard representations, warranties and limited indemnification provisions. All schedules and certain confidential details have been omitted from the public filing under Item 601(a)(5) of Regulation S-K.

The divestiture constitutes a Material Definitive Agreement under Item 1.01 of Form 8-K and is also referenced under Item 2.03 as it creates a direct financial impact. Exhibits include the full Purchase Agreement (Exhibit 2.1) and a related press release (Exhibit 99.1).

No earnings data or pro-forma financials were provided, and management has made standard forward-looking-statement disclaimers.

Positive

• $16 million cash proceeds will enhance liquidity once the divestiture closes.
• Standard representations and limited indemnification reduce post-closing legal exposure.

Negative

• Divestiture of American Stainless Tubing, LLC removes an operating asset, potentially lowering future revenue streams.
• No disclosure of use of proceeds or strategic rationale, leaving investors uncertain about long-term benefits.

Insights

Financial Analyst

TL;DR: $16 M cash divestiture of ASTI adds liquidity; overall impact unclear without earnings context.

The sale of ASTI’s assets delivers an immediate $16 million cash injection, potentially strengthening Ascent’s balance-sheet flexibility. Because the filing omits revenue or profit contributions from ASTI, investors cannot yet quantify accretion or dilution. The agreement appears routine: customary reps, limited indemnities, and closing expected within one week, reducing execution risk. While disposing of an operating unit could shrink the revenue base, proceeds may be redeployed toward core businesses or debt reduction, but those intentions are not disclosed. Given the lack of performance metrics, I view the filing as impactful but directionally neutral.

Risk Analyst

TL;DR: Standard terms, limited indemnities; low contractual risk, moderate operational uncertainty post-sale.

The Purchase Agreement’s structure—cash consideration with customary adjustments, standard reps & warranties, and limited seller indemnification—limits post-closing legal exposure for Ascent. Omitted schedules imply confidential operational details but no red-flag disclosures. Operationally, shedding ASTI removes a manufacturing asset; absent disclosed transition plans, supply-chain or customer realignment risks exist. Nonetheless, near-term closing and cash payment mitigate financial risk. Overall risk profile: contained.

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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 23, 2025

Ascent Industries Co.

(Exact name of registrant as specified in its charter)

Delaware

0-19687

57-0426694

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

20 N. Martingale Rd,

Suite 430,

Schaumburg,

Illinois

60173

(Address of principal executive offices)

(Zip Code)

(630)

884-9181

(Registrant's telephone number, including area code)

Inapplicable

(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 pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of exchange on which registered
Common Stock, par value $1.00 per share			ACNT			NASDAQ Global Market

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

American Stainless Tubing, LLC. Divestiture

On June 23, 2025, Ascent Industries Co. (“Ascent”) and its wholly-owned subsidiary American Stainless Tubing, LLC. ("ASTI"), entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which they sold substantially all of the assets related to ASTI to First Tube, LLC., a Texas limited liability company and wholly-owned subsidiary of Triple-S Steel Holdings, Inc (the “Purchaser”). The consideration for the transaction is approximately $16 million of cash proceeds subject to certain closing adjustments. The transaction is expected to close on June 30, 2025. The Purchase Agreement contains customary representations, warranties and limited indemnification by Ascent and ASTI.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to (a) the other items of this Current Report on Form 8-K and (b) the Purchase Agreement, which is filed herewith as Exhibit 2.1, and is incorporated by reference herein. A copy of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties. In particular, the Purchase Agreement contains representations, warranties and covenants that were made as of specific dates and only for the benefit of the parties to the Purchase Agreement and are qualified by information included in confidential disclosure schedules. Moreover, certain representations, warranties and covenants in the Purchase Agreement were made for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the representations, warranties and covenants in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the parties to the agreement.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included under Item 1.01 of this report is hereby incorporated herein by reference.

Forward Looking Statements

This report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable federal securities laws. All statements that are not historical facts are forward-looking statements. Forward looking statements can be identified through the use of words such as “estimate,” “project,” “intend,” “expect,” “believe,” “should,” “anticipate,” “hope,” “optimistic,” “plan,” “outlook,” “should,” “could,” “may” and similar expressions. The forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements and to review the risks as set forth in more detail in Ascent Industries Co.’s Securities and Exchange Commission filings, including our Annual Report on Form 10-K, which filings are available from the SEC or on our website. Ascent Industries Co. assumes no obligation to update any forward-looking information included in this report.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Description
2.1*			Asset Purchase Agreement by and among First Tube, LLC., American Stainless Tubing, LLC., and Ascent Industries Co. dated as of June 23, 2025
99.1			Press Release dated June 23, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Portions of the exhibit have been omitted because the omitted information (i) is not material and (ii) is the type that the Company treats as private or confidential. Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant undertakes to furnish the omitted information and schedules upon request by the SEC.

SIGNATURES

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

			ASCENT INDUSTRIES CO.
Dated: June 25, 2025			By: /s/ Ryan Kavalauskas
			Ryan Kavalauskas
			Chief Financial Officer

FAQ

What did Ascent Industries (ACNT) announce in its June 23 2025 Form 8-K?

The company disclosed an Asset Purchase Agreement to sell substantially all assets of American Stainless Tubing, LLC for about $16 million in cash.

Who is purchasing the ASTI assets from ACNT?

First Tube, LLC, a wholly-owned subsidiary of Triple-S Steel Holdings, Inc.

When is the ASTI divestiture expected to close?

The transaction is targeted to close on June 30 2025.

How much cash will Ascent Industries receive from the sale?

Approximately $16 million, subject to customary closing adjustments.

Does the filing provide details on how ACNT will use the proceeds?

No. The Form 8-K does not specify intended use of the cash received.

Were any financial statements or pro-forma impacts included?

No earnings or pro-forma financial data were provided in the filing.