TRANSCAT INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS In connection with the acquisition of substantially all of Alliance’s assets, on May 31, 2022, we issued to Charlton Jeffmont, Inc., an Ohio corporation, Raitz, Inc., an Ohio corporation, and Toolroom Calibration, Inc., an Ohio corporation (collectively, “Sellers”), an aggregate of 2,284 shares of our common stock. Such shares were issued pursuant to an exemption from registration in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the acquisition agreement, the Sellers represented to the Company that they are “accredited investors” as that term is defined in Regulation D of the Securities Act. Appropriate legends stating that such shares have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom were affixed to the certificates or book entry statements evidencing such shares. ISSUER PURCHASES OF EQUITY SECURITIES (a) (b) (c) (d) Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1) 03/27/22 - 04/23/22 - (2) - (2) - - 04/24/22 - 05/21/22 - (2) - (2) - - 05/22/22 - 06/25/22 6,921 (2) $63.17 (2) - - Total 6,921 $63.17 - - (1) We have a Share Repurchase Plan (the “Plan”), announced on October 31, 2011, which allows us to repurchase shares of our common stock from certain of our executive officers, directors and key employees, subject to certain conditions and limitations. The purchase price is determined by the weighted average closing price per share of our common stock on The NASDAQ Global Market over the twenty (20) trading days following our acceptance of the repurchase request and may not be more than 15% higher than the closing price on the last day of the twenty (20) trading day period. We may purchase shares of our common stock pursuant to the Plan on a continuous basis, but we may not expend more than $1.0 million in any fiscal year to repurchase the shares. Our board of directors may terminate the Plan at any time. No shares were repurchased under the Plan during the first quarter of fiscal year 2023. (2) Shares of common stock withheld pursuant to the Transcat, Inc. 2021 Incentive Plan, as Amended and Restated, to cover employee tax-withholding obligations upon vesting of restricted stock unit awards that vested and stock option exercises in the first quarter of fiscal year 2023. Amounts in column (b) reflect the weighted average price for shares withheld in satisfaction of these tax-withholding obligations. 27 ITEM 6. EXHIBITS INDEX TO EXHIBITS Exhibit No. Description (10) Material Contracts 10.1*# Form of Award Notice of Non-Qualified Stock Options granted pursuant to the Transcat, Inc. 2021 Stock Incentive Plan. (31) Rule 13a-14(a)/15d-14(a) Certifications 31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (32) Section 1350 Certifications 32.1** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (101) Interactive Data File 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Exhibit filed with this report. ** Exhibit furnished with this report. # Management contract or compensatory plan or arrangement 28 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. TRANSCAT, INC. Date: August 3, 2022 /s/ Lee D. Rudow Lee D. Rudow President and Chief Executive Officer (Principal Executive Officer) Date: August 3, 2022 /s/ Thomas L. Barbato Thomas L. Barbato Senior Vice President of Finance and Chief Financial Officer (Principal Financial Officer) 29