[8-K] PERMA FIX ENVIRONMENTAL SERVICES INC Reports Material Event
Rhea-AI Filing Summary
Perma-Fix Environmental Services, Inc. entered into an underwriting agreement for a firm-commitment public offering of 2,285,714 shares of common stock at $8.75 per share, with Craig-Hallum Capital Group LLC as underwriter. The company granted a 30-day over-allotment option for up to 342,857 additional shares, which was fully exercised on May 15, 2026. The offering is expected to close on or about May 18, 2026, subject to customary conditions.
The company plans to use net proceeds primarily for upgrades at its Perma-Fix Northwest Richland facility, continued development of its patent-pending Perma-FAS PFAS destruction process, ongoing capital expenditure and maintenance at its facilities, and general corporate and working capital purposes. The securities are being issued off an effective shelf registration on Form S-3, with the terms described in related prospectus supplements.
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Insights
Perma-Fix raises equity capital via a fully subscribed underwritten offering.
Perma-Fix Environmental Services is executing a primary equity raise through an underwritten public offering of 2,285,714 common shares at $8.75 per share, plus a 30-day over-allotment option for 342,857 shares that was exercised in full on May 15, 2026.
The transaction is conducted off an effective Form S-3 shelf and structured as a firm-commitment deal with Craig-Hallum as sole underwriter. This provides the company with immediate, committed funding, while common shareholders absorb dilution from the new shares once the expected closing around May 18, 2026 occurs.
Proceeds are earmarked for specific growth and infrastructure uses: upgrades at the Perma-Fix Northwest Richland facility, continued development and commercialization of the patent-pending Perma-FAS PFAS destruction process, broader facility capex and maintenance, and general corporate and working capital needs. Actual impact on operations and returns will depend on execution of these projects and subsequent financial performance disclosed in future filings.
8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
firm commitment underwritten public offering financial
over-allotment option financial
shelf registration statement on Form S-3 regulatory
prospectus supplement regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not applicable
(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 Genera Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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| 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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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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.
Underwriting Agreement
On May 14, 2026, Perma-Fix Environmental Services, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriter agreed to purchase, in a firm commitment underwritten public offering (the “Offering”), subject to and on the conditions set forth therein, 2,285,714 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $8.75 per share. The Company also granted the Underwriter a 30-day over-allotment option to purchase up to an additional 342,857 shares of the Company’s Common Stock on the same terms and conditions (such over-allotment shares, together with the 2,285,714 shares initially being purchased by the Underwriter pursuant to the Underwriting Agreement, are collectively the “Offering Shares”). The over-allotment option was exercised in its entirety on May 15, 2026. The Offering is expected to close on or about May 18, 2026, subject to the satisfaction of customary closing conditions.
After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the offering, including exercise in full of the over-allotment option, to be approximately $21,094.997.
The Company currently plans to use the net proceeds from the Offering primarily to fund (i) costs relating to Direct-Feed Low-Activity Waste and grouting upgrades at the Company’s Perma-Fix Northwest Richland facility, (ii) continued research and development and business development relating to the Company’s patent-pending Perma-FAS process for the destruction of PFAS, as well as the cost to complete the installation of the Company’s Perma-FAS Gen 2.0 commercial treatment unit; (iii) ongoing facility cap-ex and maintenance costs; and (iv) general corporate and working capital purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The offer and sale of the Offering Shares was made pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-283555), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on December 2, 2024, including the base prospectus contained therein, a related preliminary prospectus supplement, dated May 14, 2026, and a final prospectus supplement, dated May 14, 2026, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. In connection with the filing of the prospectus supplement for the Offering, the Company is filing a legal opinion of its counsel regarding the validity of the securities being issued in the Offering, a copy of which is attached as Exhibit 5.1 to this Current Report.
Item 8.01 – Other Events.
On May 14, 2026, the Company issued a press release announcing the commencement of a public offering of its Common Stock, and on May 15, 2026, the Company issued a press release announcing the pricing of the public offering, as described above in Item 1.01. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated in this Item 8.01 by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” which are based largely on the Company’s expectations and are subject to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking statements generally are identifiable by use of the words such as “believe”, “expects”, “intends”, “anticipate”, “plan to”, “estimates”, “projects”, and similar expressions. Forward-looking statements include, but are not limited to: the Company’s successful completion of the offering; the Company’s ability to satisfy the closing conditions related to the offering and the overall timing and completion of such closing and the use of the net proceeds of the offering; outlook for 2026; step up of activity beginning second quarter, Hanford opportunities; Nuclear Services, and PFAS destruction; expand treatment capacity of Perma-Fix Northwest; grouting opportunities; converting multi-year investment cycle into improved operating performance; quarterly variability in timing of government programs and customer shipments; positioned to deliver improved performance beginning in the second quarter, through the balance of 2026; and value of the contract with Lawrence Livermore National Laboratory. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this release, including, without limitation, future economic conditions; industry conditions; competitive pressures; our ability to apply and market our new technologies; acceptance of our technology; the government or such other party to a contract granted to us fails to abide by or comply with the contract or to deliver waste as anticipated under the contract or terminates existing contracts; Congress fails to provides funding for the DOD’s and DOE’s remediation projects; inability to obtain new foreign and domestic remediation contracts; and the additional factors referred to under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” of our 2025 Form 10-K and Form 10-Q for quarter ended March 31, 2026. The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that bear upon forward-looking statements.
Item 9.01 – Financial Statements and Exhibits
The following exhibits are being filed herewith:
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of May 14, 2026, by and between the Company and Craig-Hallum Capital Group LLC | |
| 5.1 | Opinion of Steptoe & Johnson PLLC | |
| 23.1 | Consent of Steptoe & Johnson PLLC (included in Exhibit 5.1) | |
| 99.1 | Press release, dated May 14, 2026. | |
| 99.2 | Press release, dated May 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 18, 2026
| PERMA-FIX ENVIRONMENTAL SERVICES, INC. | ||
| By: | /s/ Ben Naccarato | |
| Ben Naccarato | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Perma-Fix Announces Proposed Public Offering of Common Stock
Atlanta, GA – May 14, 2026 (GLOBE NEWSWIRE)– Perma-Fix Environmental Services, Inc. (Nasdaq: PESI) (“Perma-Fix” or the “Company”), today announced that it has commenced an underwritten public offering of shares of its common stock. The proposed offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the proposed offering.
Perma-Fix intends to use the net proceeds from the offering to fund (i) costs relating to capacity upgrades at its Perma-Fix Northwest Richland facility, (ii) continued development relating to its patent-pending Perma-FAS process for the destruction of PFAS; and (iii) general corporate and working capital purposes.
Craig-Hallum is acting as sole managing underwriter for the proposed offering.
The shares described above are being offered by Perma-Fix pursuant to a shelf registration statement on Form S-3 (File No. 333-283555), including a base prospectus, that was filed with the Securities and Exchange Commission (SEC) and declared effective on December 12, 2024. The proposed offering is being made only by means of a prospectus supplement and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the proposed offering may be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 N Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com. The final terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Perma-Fix
Perma-Fix is a nuclear services company and leading provider of nuclear and mixed waste management services. The Company’s nuclear waste services include management and treatment of radioactive and mixed waste for hospitals, research labs and institutions, federal agencies, including the U.S. Department of Energy (“DOE”), the U.S. Department of War (“DOW”), and the commercial nuclear industry. The Company’s nuclear services group provides project management, waste management, environmental restoration, decontamination and decommissioning, new build construction, and radiological protection, safety and industrial hygiene capability to our clients. The Company operates four nuclear waste treatment facilities and provides nuclear services at DOE, DOW and commercial facilities, nationwide.
Please visit us at http://www.perma-fix.com.
Forward-Looking Statements
This press release contains “forward-looking statements” which are based largely on the Company’s expectations and are subject to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking statements generally are identifiable by use of the words such as “believe”, “expects”, “intends”, “anticipate”, “plan to”, “estimates”, “projects” and similar expressions. Forward-looking statements include, but are not limited to: market conditions that may affect the timing, terms or conditions of the proposed offering; the Company’s successful completion of the proposed offering; the Company’s ability to satisfy the closing conditions related to the offering and the overall timing and completion of such closing and the use of the net proceeds of the offering; outlook for 2026; step up of activity beginning second quarter, Hanford opportunities; Nuclear Services, and PFAS destruction; expand treatment capacity of Perma-Fix Northwest; grouting opportunities; converting multi-year investment cycle into improved operating performance; quarterly variability in timing of government programs and customer shipments; positioned to deliver improved performance beginning in the second quarter, through the balance of 2026; and value of the contract with Lawrence Livermore National Laboratory. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this release, including, without limitation, future economic conditions; industry conditions; competitive pressures; our ability to apply and market our new technologies; acceptance of our technology; the government or such other party to a contract granted to us fails to abide by or comply with the contract or to deliver waste as anticipated under the contract or terminates existing contracts; Congress fails to provides funding for the DOW’s and DOE’s remediation projects; inability to obtain new foreign and domestic remediation contracts; and the additional factors referred to under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” of our 2025 Form 10-K and Form 10-Q for quarter ended March 31, 2026. The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that bear upon forward-looking statements.
Contacts
David K. Waldman-US Investor Relations
Crescendo Communications, LLC
(212) 671-1021
Herbert Strauss-European Investor Relations
herbert@eu-ir.com
+43 316 296 316
Exhibit 99.2
Perma-Fix Announces Pricing of $20.0 Million
Public Offering of Common Stock
Atlanta, GA – May 15, 2026 (GLOBE NEWSWIRE)– Perma-Fix Environmental Services, Inc. (Nasdaq: PESI) (“Perma-Fix” or the “Company”) today announced the pricing of its previously announced underwritten public offering of 2,285,714 shares of its common stock at a price to the public of $8.75 per share. Perma-Fix expects the gross proceeds from the offering to be approximately $20.0 million before deducting the underwriting discount and other estimated offering expenses. In connection with the offering, Perma-Fix has granted the underwriter a 30-day option to purchase up to 342,857 additional shares of its common stock at the public offering price, less the underwriting discount. The offering is expected to close on or about May 18, 2026, subject to the satisfaction of customary closing conditions.
Perma-Fix intends to use the net proceeds from the offering to fund (i) costs relating to capacity upgrades at its Perma-Fix Northwest Richland facility, (ii) continued R&D and development relating to its patent-pending Perma-FAS process for the destruction of PFAS; and (iii) general corporate and working capital purposes.
Craig-Hallum is acting as sole managing underwriter for the offering.
The shares described above are being offered by Perma-Fix pursuant to a shelf registration statement on Form S-3 (File No. 333-283555), including a base prospectus, that was filed with the Securities and Exchange Commission (SEC) and declared effective on December 12, 2024. The offering is being made only by means of a prospectus supplement, and the accompanying prospectus that will form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC on May 14, 2026. The final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and available on the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 N Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Perma-Fix
Perma-Fix is a nuclear services company and leading provider of nuclear and mixed waste management services. The Company’s nuclear waste services include management and treatment of radioactive and mixed waste for hospitals, research labs and institutions, federal agencies, including the U.S. Department of Energy (“DOE”), the U.S. Department of War (“DOW”), and the commercial nuclear industry. The Company’s nuclear services group provides project management, waste management, environmental restoration, decontamination and decommissioning, new build construction, and radiological protection, safety and industrial hygiene capability to our clients. The Company operates four nuclear waste treatment facilities and provides nuclear services at DOE, DOW and commercial facilities, nationwide.
Please visit us at http://www.perma-fix.com.
Forward-Looking Statements
This press release contains “forward-looking statements” which are based largely on the Company’s expectations and are subject to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking statements generally are identifiable by use of the words such as “believe”, “expects”, “intends”, “anticipate”, “plan to”, “estimates”, “projects” and similar expressions. Forward-looking statements include, but are not limited to: market conditions that may affect the timing, terms or conditions of the offering; the Company’s successful completion of the offering; the Company’s ability to satisfy the closing conditions related to the offering and the overall timing and completion of such closing and the use of the net proceeds of the offering; outlook for 2026; step up of activity beginning second quarter, Hanford opportunities; Nuclear Services, and PFAS destruction; expand treatment capacity of Perma-Fix Northwest; grouting opportunities; converting multi-year investment cycle into improved operating performance; quarterly variability in timing of government programs and customer shipments; positioned to deliver improved performance beginning in the second quarter, through the balance of 2026; and value of the contract with Lawrence Livermore National Laboratory. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this release, including, without limitation, future economic conditions; industry conditions; competitive pressures; our ability to apply and market our new technologies; acceptance of our technology; the government or such other party to a contract granted to us fails to abide by or comply with the contract or to deliver waste as anticipated under the contract or terminates existing contracts; Congress fails to provides funding for the DOW’s and DOE’s remediation projects; inability to obtain new foreign and domestic remediation contracts; and the additional factors referred to under “Risk Factors” and “Special Note Regarding Forward-Looking Statements” of our 2025 Form 10-K and Form 10-Q for quarter ended March 31, 2026. The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that bear upon forward-looking statements.
Contacts
David K. Waldman-US Investor Relations
Crescendo Communications, LLC
(212) 671-1021
Herbert Strauss-European Investor Relations
herbert@eu-ir.com
+43 316 296 316
FAQ
What did Perma-Fix Environmental Services (PESI) announce in this 8-K?
Perma-Fix Environmental Services announced it entered an underwriting agreement for a firm-commitment public offering of its common stock. The deal includes 2,285,714 shares at $8.75 per share plus a fully exercised over-allotment option of 342,857 shares, expected to close around May 18, 2026.
How much capital is Perma-Fix (PESI) aiming to raise in the offering?
Perma-Fix expects gross proceeds of about $20.0 million from selling 2,285,714 common shares at $8.75 per share, before underwriting discounts and offering expenses. An additional 342,857-share over-allotment option was granted and exercised, increasing total shares sold under the transaction.
How will Perma-Fix (PESI) use the proceeds from the stock offering?
Perma-Fix plans to use the net proceeds primarily for capacity upgrades at its Perma-Fix Northwest Richland facility, continued development of its patent-pending Perma-FAS PFAS destruction process, ongoing facility capex and maintenance, and general corporate and working capital purposes.
Who is underwriting Perma-Fix’s (PESI) public offering and what is the structure?
Craig-Hallum Capital Group LLC is acting as sole managing underwriter in a firm-commitment public offering. The underwriter agreed to purchase 2,285,714 shares at the public price of $8.75 per share, plus a 30-day over-allotment option for 342,857 additional shares, which was fully exercised.
When is Perma-Fix’s (PESI) common stock offering expected to close?
The common stock offering is expected to close on or about May 18, 2026, subject to the satisfaction of customary closing conditions. The transaction is being conducted under an effective Form S-3 shelf registration with related preliminary and final prospectus supplements.