{"url_path":"/sec/trt/8-k/2026-04-27/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":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/732026/0001437749-26-013511-index.html","accession_number":"0001437749-26-013511","cik":"0000732026","ticker":"TRT","issuer_name":"TRIO-TECH INTERNATIONAL","edgar_url":"https://www.sec.gov/Archives/edgar/data/732026/0001437749-26-013511-index.html","primary_entity_key":"0000732026","primary_entity_name":"TRIO-TECH INTERNATIONAL"},"word_count":653,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\nOn 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.\n\n \n\nAdditionally, 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.\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nThe 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.\n\n \n\nA 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."}