NN INC (0000918541) (Filer)

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): October 1, 2026

NN, Inc.

(Exact name of registrant as specified in its charter)

(980) 264-4300

(Registrant’s telephone number, including area code) 

(Former name or former address, if changed since last report)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 1, 2026, NN, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 11,275,605 shares (the “Shares”) of the Company’s common stock (“Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 4,824,395 shares of Common Stock (the “Pre-Funded Warrant Shares”), in a private placement transaction (the “Private Placement”). The purchase price per share of Common Stock is $3.30 per share (the “Per Share Purchase Price”) and the purchase price per Pre-Funded Warrant is $3.29 (the “Per Pre-Funded Warrant Purchase Price”), for total gross proceeds of approximately $53 million. Each Pre-Funded Warrant has an exercise price of $0.01 per share of Common Stock, is immediately exercisable, subject to certain conditions set forth in the Pre-Funded Warrants, and will not expire. On October 5, 2026, the Company closed on the Private Placement, resulting in approximately $50 million of net proceeds to the Company after deducting placement agent fees and estimated offering expenses. Immediately following the issuance of the Shares, the Company had 93,744,210 shares of Common Stock outstanding.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, customary conditions to closing, and indemnification obligations of the Company and the Purchasers.

Lake Street Capital Markets, LLC acted as placement agent (the “Placement Agent”) for the Private Placement. The Placement Agent received a fee equal to 6.0% of the aggregate gross proceeds from the securities sold at the Closing, plus the reimbursement of certain expenses.

In connection with the Private Placement, on October 1, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers. Under the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers of the Shares and the Pre-Funded Warrant Shares within 45 days following the date of the Registration Rights Agreement (the “Filing Date”) and to use commercially reasonable efforts to cause such registration statement to be declared effective within 45 days following the Filing Date (or in the case of a “full review” by the Securities and Exchange Commission (the “SEC”), within 90 days following the Filing Date) and to keep such registration statement effective until the date the Shares and Pre-Funded Warrant Shares covered by such registration statement have been sold or may be resold without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144. In the event that such registration statement is not filed or declared effective within the time frames set forth in the Registration Rights Agreement, such effective registration statement subsequently becomes unavailable, or use of the prospectus contained in such registration statement is suspended for certain periods of time, the Company will be required to pay certain liquidated damages to the Purchasers. The Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares and Pre-Funded Warrant Shares.

The Registration Rights Agreement contains covenants and other provisions customary for transactions of this nature. Pursuant to the Registration Rights Agreement, the Company and the Purchasers have each also granted customary indemnification rights to the other in connection with the registration statement.

The foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Form of Purchase Agreement, Form of Pre-Funded Warrant and Form of Registration Rights Agreement, copies of which are filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 10.2 hereto, respectively, and are incorporated by reference herein.

The representations, warranties and covenants contained in the Purchase Agreement, Pre-Funded Warrants and the Registration Rights Agreement were made solely for the benefit of the parties thereto and the placement agent expressly named as a third-party beneficiary thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement, Pre-Funded Warrants and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.

ITEM 3.02 UNREGISTERED SALE OF SECURITIES

The information contained above in Item 1.01 relating to the private placement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchasers in the Purchase Agreement, the securities described above were offered and sold in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder, and have not been registered under the Securities Act, or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

ITEM 7.01 REGULATION FD DISCLOSURE

On October 2, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is furnished hereto as Exhibit 99.1.

Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, the information furnished pursuant to this Item 7.01 of this Current Report (including Exhibit 99.1) is deemed to have been furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

SIGNATURES