{"url_path":"/sec/nnbr/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/918541/0001104659-26-079868-index.html","accession_number":"0001104659-26-079868","cik":"0000918541","ticker":"NNBR","issuer_name":"NN INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/918541/0001104659-26-079868-index.html","primary_entity_key":"0000918541","primary_entity_name":"NN INC"},"word_count":612,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 30, 2026, NN, Inc. (the “Company”)\nentered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”),\npursuant to which the Company agreed to sell and issue to the Purchasers 24,509,804 shares (the “Shares”) of the Company’s\ncommon stock (“Common Stock”) in a private placement transaction (the “Private Placement”). The purchase price\nper share of Common Stock is $3.06 per share (the “Purchase Price”). The closing of the Private Placement is expected to occur\non or about July 2, 2026 (the “Closing”), subject to the satisfaction of customary closing conditions. The total gross proceeds\nto the Company at the Closing are expected to be $75.0 million.\n\n \n\nThe Purchase Agreement contains customary representations,\nwarranties and agreements by the Company and the Purchasers, customary conditions to closing, and indemnification obligations of the Company\nand the Purchasers.\n\n \n\nCraig-Hallum Capital Group LLC is acting as placement\nagent (the “Placement Agent”) for the Private Placement. The Placement Agent is entitled to receive a fee equal to approximately\n6.0% of the aggregate gross proceeds from the securities sold at the Closing, plus the reimbursement of certain expenses.\n\n \n\nIn connection with the Private Placement, on June\n30, 2026, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers.\nUnder the Registration Rights Agreement, the Company has agreed to file a registration statement covering the resale by the Purchasers\nof the Shares within 45 days following the date of the Registration Rights Agreement (the “Filing Date”) and to use commercially\nreasonable efforts to cause such registration statement to be declared effective within 45 days following the Filing Date (or in the case\nof a “full review” by the Securities and Exchange Commission (the “SEC”), within 90 days following the Filing\nDate) and to keep such registration statement effective until the date the Shares covered by such registration statement have been sold.\nIn the event that such registration statement is not filed or declared effective within the time frames set forth in the Registration\nRights Agreement, such effective registration statement subsequently becomes unavailable, or use of the prospectus contained in such registration\nstatement is suspended for certain periods of time, we will be required to pay certain liquidated damages to the Purchasers. The Company\nhas agreed to be responsible for all fees and expenses incurred in connection with the registration of the Shares.  \n\n \n\nThe Registration Rights Agreement contains\ncovenants and other provisions customary for transactions of this nature. Pursuant to the Registration Rights Agreement, the Company\nand the Purchasers have each also granted customary indemnification rights to the other in connection with the registration\nstatement.\n\n \n\nThe foregoing descriptions of the Purchase Agreement\nand Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Form of Purchase\nAgreement and Form of Registration Rights Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively,\nand are incorporated by reference herein.\n\n \n\nThe representations, warranties and covenants\ncontained in the Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties thereto and\nthe placement agent expressly named as a third-party beneficiary thereto and may be subject to limitations agreed upon by the contracting\nparties. Accordingly, the Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide\ninvestors with information regarding the terms thereof and not to provide investors with any other factual information regarding the Company\nor its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with\nthe Securities and Exchange Commission."}