TAT Technologies nets $6.3M from full over-allotment option exercise

Rhea-AI Filing Summary

TAT Technologies Ltd. ("TATT") filed a Form 6-K detailing the completion of the underwriters’ over-allotment option connected to its May 29, 2025 public offering.

The option allowed Stifel and Truist, acting for the underwriting syndicate, to purchase an additional 622,500 ordinary shares (the “Option Shares”) at the public price of $26.00 per share, less underwriting discounts. Of these, the Company issued 242,298 new shares, while selling shareholders FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, L.P. sold 380,202 existing shares.

Financial impact: TATT generated gross proceeds of approximately $6.3 million from its portion of the Option Shares; it will not receive any proceeds from the selling shareholders’ portion. Management states that net proceeds will be used for “general corporate purposes, including working capital and capital expenditures.”

The Over-Allotment exercise brings total shares sold in the offering to 4,772,500 (1,867,298 newly issued by the Company and 2,905,202 sold by existing holders when including the previously closed base deal). All shares were offered pursuant to the effective Form F-3 (File No. 333-286699). The filing also references customary indemnification and termination clauses contained in the May 29 underwriting agreement, and attaches the legal opinion (Exhibit 5.1) and a press release dated June 26, 2025 (Exhibit 99.1).

Key takeaways for investors:

• Full option exercise suggests strong demand for TATT’s equity.
• TATT secures incremental liquidity of $6.3 million without additional debt.
• Issuance results in modest dilution to existing shareholders; exact percentage not disclosed in the filing.

Positive

• Full exercise of the underwriters’ option reflects strong market demand for TATT shares.
• $6.3 million in additional gross proceeds strengthens liquidity without adding debt.
• Increased public float may improve share trading liquidity.

Negative

• Issuance of 242,298 new shares introduces dilution to existing shareholders.
• Company receives no proceeds from the 380,202 shares sold by the selling shareholders.

Insights

Equity Capital Markets Analyst

TL;DR: Successful over-allotment adds $6.3 M cash, signals demand, but modest dilution persists—overall positive.

The full take-up of the underwriters’ option indicates a healthy order book and market confidence in TAT Technologies’ story post-offering. Incremental proceeds bolster liquidity for working capital and capex without incurring leverage, improving balance-sheet flexibility. Because only 242,298 of the 622,500 Option Shares are newly issued, cash inflow is limited but still meaningful for a company of TATT’s scale. The remainder, sold by FIMI funds, increases free float and may enhance trading liquidity, though it does not benefit the company financially. Dilution impact is unavoidable, yet the filing does not quantify it; investors should monitor EPS effect in future reports. Overall, the transaction is modestly accretive to financial optionality and market perception.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Month of June 2025

Commission File Number 000-16050

TAT Technologies Ltd.

(Translation of registrant’s name into English)

5 Hamelacha Street, Netanya 4250540, Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

Explanatory Note

As set forth in the Report on Form 6-K of TAT Technologies Ltd. (the “Company”), dated June 3, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) on May 29, 2025 with FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership, as selling shareholders (the “Selling Shareholders”), and Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten public offering of 4,150,000 ordinary shares, no par value per share, of the Company at a public offering price of $26.00 per share, of which the Company sold 1,625,000 ordinary shares and the Selling Shareholders sold 2,525,000 ordinary shares (collectively, the “Firm Shares”). As previously announced, the sale and issuance of the Firm Shares was completed on June 3, 2025.

Pursuant to the Underwriting Agreement, the Company and the Selling Shareholders also granted the Underwriters an option to purchase up to an additional 242,298 and 380,202 ordinary shares from the Company and the Selling Shareholders, respectively (collectively, the “Option Shares”), at the public offering price less the underwriting discount and commissions (the “Underwriters’ Option”).

On June 26, 2025, following the exercise by the Underwriters of the Underwriters’ Option in full, the sale and issuance of the Option Shares was completed.

The total gross proceeds of the sale and issuance of the Option Shares to the Company, before underwriting discounts and commissions and estimated offering expenses, were $6.3 million. The Company did not receive any proceeds from the sale of Option Shares by the Selling Shareholders. The Company intends to use the net proceeds that it will receive from the sale and issuance of the Option Shares for general corporate purposes, including working capital and capital expenditures. 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Shareholders, customary conditions to closing, indemnification obligations of us, the Selling Shareholders and the Underwriters, including for liabilities 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 purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement is only a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which was attached as Exhibit 1.1 to the Company’s Report on Form 6-K, dated June 3, 2025.

The offering, including the sale and issuance of the Option Shares, was made pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-286699), previously filed with the Securities and Exchange Commission. A copy of the opinion of Naschitz, Brandes, Amir & Co., Advocates relating to the legality of the sale and issuance of the Option Shares is attached as Exhibit 5.1 to this Report.

On June 26, 2025, the Company issued a press release titled “TAT Technologies Announces Full Exercise and Closing of Underwriters’ Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.

This Report on Form 6-K and Exhibit 5.1 hereto are incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-219031, 333-228345, 333-268906 and 333-286702) and Form F-3 (File No. 333-286699), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

The Company hereby furnishes the following documents as Exhibits 5.1 and 99.1:

Exhibit 5.1:          Opinion of Naschitz, Brandes, Amir & Co., Advocates as to the validity of the ordinary shares.

Exhibit 99.1:          Company Press Release, dated June 26, 2025, “TAT Technologies Announces Full Exercise and Closing of Underwriters’  Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.

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.

TAT Technologies Ltd.

By: /S/ Ehud Ben-Yair

Name: Ehud Ben-Yair

Title: Chief Financial Officer

Date: June 26, 2025

Exhibit Index

Exhibit 5.1:  Opinion of Naschitz, Brandes, Amir & Co., Advocates as to the validity of the ordinary shares.

Exhibit 99.1: Company Press Release, dated June 26, 2025, “TAT Technologies Announces Full Exercise and Closing of Underwriters’ Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.

FAQ

How many additional TATT shares were sold through the over-allotment option?

622,500 ordinary shares were sold in total—242,298 issued by the Company and 380,202 by selling shareholders.

What proceeds did TAT Technologies (TATT) receive from the option exercise?

TATT received gross proceeds of approximately $6.3 million before underwriting fees and expenses.

Will the selling shareholders’ portion provide cash to the Company?

No. The Company will not receive any proceeds from the 380,202 shares sold by the selling shareholders.

How does TATT plan to use the net proceeds from the offering?

Management intends to allocate funds for general corporate purposes, working capital, and capital expenditures.

Under which registration statement was the offering conducted?

The shares were offered under the effective Form F-3 registration statement (File No. 333-286699).