v3.26.1
Subsequent Events
9 Months Ended
Jun. 30, 2026
Subsequent Events  
Subsequent Events

10. Subsequent Events

On July 21, 2026, the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Sparton Corporation, a Delaware corporation (“Seller”), pursuant to which the Company acquired all of the issued and outstanding membership interests (the “Membership Interests”) of Sparton Aydin, LLC, a Delaware limited liability company doing business as Aydin Displays (“Aydin”). Founded over 50 years ago, Aydin designs and builds ruggedized displays for demanding defense and commercial applications across ground, sea, and air environments. Aydin serves the defense, homeland security, law enforcement, aviation and medical markets.

The aggregate purchase price for the Membership Interests was $24,500,000 (the “Purchase Price”), subject to customary adjustment based on the Company’s calculation of working capital, indebtedness and transaction expenses as set forth in the Purchase Agreement. The acquisition was financed through borrowings of approximately $24.5 million under the Company’s existing credit facility with J.P. Morgan Chase Bank, N.A.

The Purchase Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature. The Seller has agreed to certain restrictive covenants, including a covenant not to compete with the Business (as defined in the Purchase Agreement) within the United States and Canada for a period of five years following the Closing. The Purchase Agreement also contains customary indemnification provisions, subject to certain limitations as set forth in the Purchase Agreement.

In connection with the closing of the acquisition, the parties entered into certain ancillary agreements, including a Transition Services Agreement pursuant to which Seller will provide certain transitional services to the Company, and a Supply Agreement between Aydin and Seller.