PRO DEX INC (PDEX): M&A transaction — Pro-Dex acquires Advanced Precision Machining for $8.65M; finances with UMB term loan

PRO DEX INC

Total purchase price ~$8.65M: $6.65M cash at closing (funded by UMB Term Note D) + $2M subordinated note (8% interest, 63 months).
APM is a longtime supplier of machined sub-assemblies; also serves aerospace/defense and holds ITAR and JCP certifications.
New Term Note D ($6.65M) matures Feb 2031, interest at greater of 4.5% or SOFR+2.5%; revolving note extended to Dec 2027.
CEO cites acquisition as part of expansion plans tied to recent contract extension with largest customer and expected revenue growth.
APM will operate independently of Pro-Dex; consolidated results may be reported closer to SEC deadlines going forward.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

PRO DEX INC amended revolving credit of $11,000,000 with UMB Bank, N.A. at the greater of (a) 4% or (b) the Adjusted SOFR Rate maturing December 29, 2027.

Instrument: revolving credit
Principal: $11,000,000
Counterparty: UMB Bank, N.A.
Rate: the greater of (a) 4% or (b) the Adjusted SOFR Rate
Maturity: December 29, 2027
Event: amendment

Exact text from the filing

of $7,525,000, Term Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving Note in the amount of $11,000,000. The Amended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant to a Third Amended and Restated Revolving

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

PRO DEX INC incurred term loan of $6,650,000 with UMB Bank, N.A. at the greater of (a) 4.5% or (b) the Adjusted SOFR Rate maturing February 1, 2031.

Instrument: term loan
Principal: $6,650,000
Counterparty: UMB Bank, N.A.
Rate: the greater of (a) 4.5% or (b) the Adjusted SOFR Rate
Maturity: February 1, 2031
Event: incurrence

Exact text from the filing

nd Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PRO DEX INC completed an acquisition involving Advanced Precision Machining LLC for approximately $8,650,000 (closed 2026-02-09).

Action: acquisition
Counterparty: Advanced Precision Machining LLC
Consideration: approximately $8,650,000
Closing: 2026-02-09

Exact text from the filing

each an individual, as the owners of Seller (“Owners” and, together with Seller, the “Seller Parties”). The aggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in cash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

PRO DEX INC entered into Second Amended and Restated Credit and Security Agreement with UMB Bank, N.A. valued at Term Note D in the principal amount of $6,650,000 issued to fund cash portion of acquisition (effective 2026-02-09).

Action: entry
Agreement: credit facility
Counterparty: UMB Bank, N.A.
Value: Term Note D in the principal amount of $6,650,000 issued to fund cash portion of acquisition
Effective: 2026-02-09

Exact text from the filing

On February 9, 2026 (the “Credit Amendment Date”), the Company entered into a Second Amended and Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in the principal amount of $6,650,000.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

PRO DEX INC entered into Membership Interest Purchase Agreement with Advanced-Precision Machining Holding Company, Inc. valued at aggregate purchase price of approximately $8,650,000 (effective 2026-02-09).

Action: entry
Agreement: asset purchase
Counterparty: Advanced-Precision Machining Holding Company, Inc.
Value: aggregate purchase price of approximately $8,650,000
Effective: 2026-02-09

Exact text from the filing

The Acquisition was made pursuant to a Membership Interest Purchase Agreement, dated February 9, 2026 (the “Purchase Agreement”), by and among the Company as purchaser, Advanced-Precision Machining Holding Company, Inc., a California corporation,

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PRO DEX INC filing history →

Source: SEC EDGAR

accession 0001079973-26-000201

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