Kewaunee Scientific Corporation filed an 8-K on November 2, 2026, disclosing that it entered into a Securities Purchase Agreement to acquire NYCOM, Inc. for an aggregate purchase price of $55,000,000, subject to certain adjustments.

Key Highlights

  • Total purchase price: $55,000,000, subject to adjustments based on NYCOM's adjusted EBITDA and customary items including debt, cash, and net working capital.
  • Cash at closing: $30,000,000, including $1,000,000 to be deposited in escrow, funded in part through debt financing expected from PNC Bank, National Association.
  • Seller note: $20,000,000 of the purchase price will be funded via a subordinated seller note, subject to certain adjustments based on NYCOM's adjusted EBITDA.
  • Common stock component: $5,000,000 worth of the Company's common stock will be issued to the Seller, subject to a 12-month lock-up agreement.
  • Termination right: Either party may terminate if closing does not occur by March 31, 2027, or if NYCOM's estimated adjusted EBITDA falls below $8,000,000.
  • Leadership changes: Jonathan G. Nystrom will serve as Executive Vice President under a five-year employment agreement, and Jonathan F. Nystrom will be appointed to the Company's Board of Directors at closing.
  • Recapture provision: If NYCOM's adjusted EBITDA in 2027 meets or exceeds $9,300,000, the Seller may recover any Recapture Amount arising from a shortfall in target adjusted EBITDA.

Kewaunee Scientific's Agreement to Purchase NYCOM, Inc.: Transaction Structure and Key Terms

According to the filing, Kewaunee Scientific Corporation (NASDAQ:KEQU) entered into a Securities Purchase Agreement on November 2, 2026, agreeing to purchase all outstanding equity interests of NYCOM, Inc., which the filing states will convert to Nycom, LLC, a Delaware limited liability company, prior to closing. The interests will be held by a newly formed Delaware holding company that will serve as the sole seller immediately before closing. The aggregate purchase price is $55,000,000, subject to adjustments for NYCOM's adjusted EBITDA, debt, cash, transaction expenses, net working capital, and the CSI Credit Amount and CSI Payoff Amount, as described in the Purchase Agreement.

The filing discloses that the $30,000,000 cash portion at closing will be funded in part by debt financing expected to be provided by PNC Bank, National Association, with $1,000,000 of that amount deposited in escrow to satisfy post-closing true-up obligations. A $20,000,000 subordinated seller note and $5,000,000 in common stock, subject to a 12-month lock-up, will make up the remainder of the closing consideration. The Company obtained a representation and warranty insurance policy, and the filing states that recovery under that policy is the Company's "sole recourse for breaches of representations and warranties by NYCOM or the Seller Parties, other than with respect to fraud, pre-closing tax matters, and for breaches of fundamental representations."

The filing further discloses that at or promptly following closing, the Company and certain key NYCOM employees will enter into retention restricted stock agreements providing for shares of common stock cliff-vesting on the second anniversary of the applicable grant date, subject to continued employment. The applicable Seller Parties will be subject to customary post-closing non-competition, non-solicitation, and confidentiality covenants. The Company also issued a press release and a shareholder letter on the signing date announcing the transaction, both furnished as exhibits to the filing.

What Was Disclosed

Kewaunee Scientific disclosed the signing of a Securities Purchase Agreement to acquire NYCOM, Inc. for $55,000,000, structured as $30,000,000 in cash, a $20,000,000 seller note, and $5,000,000 in common stock, with closing targeted before March 31, 2027.