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Trio-Tech International (NYSE: TRT) prices $10M registered direct stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Trio-Tech International entered into securities purchase agreements for a registered direct offering of 1,052,632 common shares at $9.50 per share, generating approximately $10 million in gross proceeds. The offering, made off an effective Form S-3 shelf registration, closed on April 27, 2026.

The company plans to use the net proceeds for working capital and general corporate purposes, including strategic investments to expand capacity and support growth opportunities in the AI and automotive markets. D. Boral Capital LLC acted as exclusive placement agent and will receive a 4.5% cash fee on aggregate gross proceeds.

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Insights

Trio-Tech raises $10M via registered direct offering for growth and liquidity.

Trio-Tech International completed a registered direct sale of 1,052,632 common shares at $9.50 per share, producing gross proceeds of about $10 million. This transaction taps an existing Form S-3 shelf, a common mechanism for quicker access to public equity capital.

The company states it will deploy net proceeds for working capital and broader corporate uses, including capacity expansion and growth initiatives in AI and automotive markets. This links the capital raise to specific end-markets but does not quantify expected returns or timelines in the excerpt.

The deal involves a 4.5% cash fee to placement agent D. Boral Capital LLC, illustrating typical distribution costs for a directed share sale. Future filings may provide more clarity on how much of the capital is allocated to AI and automotive projects and any resulting revenue contributions.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares sold 1,052,632 shares Common stock in registered direct offering
Offering price $9.50 per share Purchase price for common stock in offering
Gross proceeds approximately $10 million Aggregate gross proceeds from offering
Placement fee rate 4.5% Cash fee on aggregate gross proceeds to placement agent
Shelf registration number 333-291219 Form S-3 shelf registration used for offering
Shelf effectiveness date December 16, 2025 Date Form S-3 was declared effective by SEC
Prospectus supplement date April 24, 2026 Date of prospectus supplement for this offering
Offering closing date April 27, 2026 Closing date of registered direct offering
registered direct offering financial
"sale and issuance by the Company in a registered direct offering (the “Offering”)"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement regulatory
"The Offering was made pursuant to a shelf registration statement filed with and declared effective"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a base prospectus, dated December 16, 2025, included as part of the registration statement, and a prospectus supplement, dated April 24, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
placement agent financial
"D. Boral Capital LLC is acting as exclusive placement agent for the Offering."
A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
working capital financial
"The Company intends to use the net proceeds from the offering for working capital and general corporate purposes"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
Understanding 8-K Material Events →
false 0000732026 0000732026 2026-04-24 2026-04-24
 
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 24, 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 24, 2026, Trio-Tech International, a California corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the purchaser signatories thereto (the “Purchasers”), which provides for the sale and issuance by the Company in a registered direct offering (the “Offering”) of an aggregate of 1,052,632 shares of the Company’s common stock, no par value (the “Common Stock”), at a purchase price of $9.50 per share (the “Shares”). The Offering closed on April 27, 2026. The aggregate gross proceeds to the Company from the Offering were approximately $10 million, before deducting placement agent commissions and other estimated offering expenses. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
 
Additionally, on April 24, 2026, the Company also entered into a placement agent agreement (the “Placement Agent Agreement”) with D. Boral Capital LLC (the “Placement Agent”). Pursuant to the terms of the Placement Agent Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Offering. The Company has agreed to pay the Placement Agent a cash fee equal to 4.5% of the aggregate gross proceeds from the sale of the Securities.
 
The Offering was made pursuant to a shelf registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”) (Registration No. 333-291219) (the “Registration Statement”), a base prospectus, dated December 16, 2025, included as part of the registration statement, and a prospectus supplement, dated April 24, 2026.
 
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.
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
Anitha Srinivasan
Chief Financial Officer
 
 
 

Exhibit 99.1

 

Trio-Tech International (TRT) Announces Pricing of $10 Million Registered Direct Offering

 

VAN NUYS, Calif., April 24, 2026 — Trio-Tech International (“Trio-Tech” or the “Company”) (NYSE MKT: TRT), a comprehensive provider of semiconductor back-end solutions and a global value-added supplier of electronic equipment, today announced that it has entered into securities purchase agreements with fundamental institutional investors for the purchase and sale of 1,052,632 shares of its common stock in a registered direct offering (the “Offering”). The closing of the Offering is expected to occur on or about April 27, 2026, subject to the satisfaction of customary closing conditions.

 

D. Boral Capital LLC is acting as exclusive placement agent for the Offering.

 

The gross proceeds to the Company from the Offering are expected to be approximately $10 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, including strategic investments to expand capacity and support growth opportunities in the AI and automotive markets.

 

The proposed Offering of the common stock described above is being offered by the Company pursuant to a "shelf" Registration Statement on Form S-3 (File No. 333-291219) filed with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on December 16, 2025, and the accompanying prospectus contained therein. The Offering is being made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement and accompanying prospectus relating to the Offering will be filed with the SEC, which may be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022 by email to dbccapitalmarkets@dboralcapital.com, or by calling (212) 970-5150.

 

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

About Trio-Tech International

 

Trio-Tech International (NYSE MKT: TRT) is a California-based company operating in the United States, Singapore, Malaysia, Thailand, and China. Founded in 1958, Trio-Tech is a leading provider of semiconductor testing services, manufacturing solutions, and value-added distribution services. The Company’s diversified business segments include Semiconductor Back-End Solutions and Industrial Electronics.

 

Forward-Looking Statement

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the "safe harbor" created by those sections for such statements. All statements other than statements of historical fact are forward-looking statements, including statements regarding the anticipated closing of the offering. These forward-looking statements are often indicated by terms such as "aim," "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "likely," "look forward to," "may," "objective," "plan," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expressions and variations thereof. Forward-looking statements are based on management’s beliefs and assumptions and on information available to management only as of the date of this press release. Trio-Tech’s actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, risks and uncertainties related to whether the Company will be able to raise capital through the sale of its securities, the final terms of the proposed Offering, market conditions, satisfaction of customary closing conditions related to the Offering, and the risks, uncertainties and other factors described under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2025, and in our subsequent filings with the SEC. There can be no assurance that the Company will be able to complete the Offering on the anticipated terms, or at all. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

For inquiries, please contact:

 

PondelWilkinson Inc.
Todd Kehrli or Jim Byers
tkehrli@pondel.com

jbyers@pondel.com

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Trio-Tech International (TRT) announce in its latest 8-K filing?

Trio-Tech International announced a registered direct offering of 1,052,632 common shares at $9.50 per share, raising approximately $10 million in gross proceeds. The company completed the transaction under an effective Form S-3 shelf registration statement using a dedicated prospectus supplement.

How much capital is Trio-Tech International (TRT) raising and at what share price?

Trio-Tech International is raising approximately $10 million in gross proceeds by selling 1,052,632 shares of common stock at $9.50 per share. This capital was raised through a registered direct offering to institutional investors under an effective shelf registration statement and related prospectus supplement.

How will Trio-Tech International (TRT) use the proceeds from the offering?

Trio-Tech International plans to use the net proceeds for working capital and general corporate purposes, including strategic investments. The company highlights potential deployment to expand capacity and support growth opportunities in the AI and automotive markets, though specific project allocations are not detailed in the excerpt.

Who acted as placement agent for Trio-Tech International’s (TRT) offering and what is the fee?

D. Boral Capital LLC served as the exclusive placement agent for Trio-Tech International’s registered direct offering. Under the placement agent agreement, the company agreed to pay a cash fee equal to 4.5% of the aggregate gross proceeds generated from the sale of the offered common shares.

Under what registration statement was Trio-Tech International’s (TRT) offering conducted?

The offering was conducted under Trio-Tech International’s shelf Registration Statement on Form S-3, File No. 333-291219, which the SEC declared effective on December 16, 2025. A dated base prospectus and an April 24, 2026 prospectus supplement govern the specific share sale terms.

What risks and forward-looking statements did Trio-Tech International (TRT) highlight?

Trio-Tech International included forward-looking statements about the offering and intended use of proceeds, noting they involve risks and uncertainties. The company points to market conditions, satisfaction of closing conditions, and risk factors in its Form 10-K and other SEC filings as key considerations.

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