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6-K 1 zk2533375.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of June 2025

Commission File Number 000-16050

TAT Technologies Ltd.
(Translation of registrant’s name into English)

5 Hamelacha Street, Netanya 4250540, Israel
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐        No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A


Explanatory Note

As set forth in the Report on Form 6-K of TAT Technologies Ltd. (the “Company”), dated June 3, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) on May 29, 2025 with FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership, as selling shareholders (the “Selling Shareholders”), and Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten public offering of 4,150,000 ordinary shares, no par value per share, of the Company at a public offering price of $26.00 per share, of which the Company sold 1,625,000 ordinary shares and the Selling Shareholders sold 2,525,000 ordinary shares (collectively, the “Firm Shares”). As previously announced, the sale and issuance of the Firm Shares was completed on June 3, 2025.

Pursuant to the Underwriting Agreement, the Company and the Selling Shareholders also granted the Underwriters an option to purchase up to an additional 242,298 and 380,202 ordinary shares from the Company and the Selling Shareholders, respectively (collectively, the “Option Shares”), at the public offering price less the underwriting discount and commissions (the “Underwriters’ Option”).

On June 26, 2025, following the exercise by the Underwriters of the Underwriters’ Option in full, the sale and issuance of the Option Shares was completed.

The total gross proceeds of the sale and issuance of the Option Shares to the Company, before underwriting discounts and commissions and estimated offering expenses, were $6.3 million. The Company did not receive any proceeds from the sale of Option Shares by the Selling Shareholders. The Company intends to use the net proceeds that it will receive from the sale and issuance of the Option Shares for general corporate purposes, including working capital and capital expenditures. 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Shareholders, customary conditions to closing, indemnification obligations of us, the Selling Shareholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement is only a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which was attached as Exhibit 1.1 to the Company’s Report on Form 6-K, dated June 3, 2025.

The offering, including the sale and issuance of the Option Shares, was made pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-286699), previously filed with the Securities and Exchange Commission. A copy of the opinion of Naschitz, Brandes, Amir & Co., Advocates relating to the legality of the sale and issuance of the Option Shares is attached as Exhibit 5.1 to this Report.

On June 26, 2025, the Company issued a press release titled “TAT Technologies Announces Full Exercise and Closing of Underwriters’ Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.

This Report on Form 6-K and Exhibit 5.1 hereto are incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-219031, 333-228345, 333-268906 and 333-286702) and Form F-3 (File No. 333-286699), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

The Company hereby furnishes the following documents as Exhibits 5.1 and 99.1:
 
Exhibit 5.1:          Opinion of Naschitz, Brandes, Amir & Co., Advocates as to the validity of the ordinary shares.

Exhibit 99.1:          Company Press Release, dated June 26, 2025, “TAT Technologies Announces Full Exercise and Closing of Underwriters’  Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.


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.

TAT Technologies Ltd.

By:
/S/ Ehud Ben-Yair
Name:
Ehud Ben-Yair
Title:
Chief Financial Officer

Date: June 26, 2025
EX-5.1 2 exhibit_5-1.htm EXHIBIT 5.1
Exhibit 5.1

Tel-Aviv, June 26, 2025

TAT Technologies Ltd.
5 Hamelacha St.
Netanya, Israel 4250540

Ladies and Gentlemen:

This opinion is furnished to you in connection with (i) the sale by FIMI Israel Opportunity V, Limited Partnership and FIMI Opportunity V, L.P. of 380,202 ordinary shares, no par value per share (“Ordinary Shares”), of TAT Technologies Ltd. (the “Company” and such shares, the “Option Secondary Shares”), and (ii) the issuance and sale by the Company of 242,298 Ordinary Shares (the “Option Primary Shares”), each pursuant to that certain Underwriting Agreement, dated May 29, 2025, by and among the Company, the Selling Shareholders and Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as representatives of the several underwriters named therein, and pursuant to the Company’s Registration Statement on Form F-3 (File No. 333-286699) (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the accompanying prospectus included therein (the “Prospectus”), and the prospectus supplement, dated May 29, 2025 (the “Prospectus Supplement”) (the “Offering”).
 
As Israeli counsel to the Company in connection with the Offering, we have examined: (i) the Registration Statement, (ii) the Prospectus, (iii) the Prospectus Supplement, (iv) the amended and restated articles of association of the Company, as amended and as currently in effect, (v) resolution(s) of the board of directors of the Company and committees thereof that relate to the Registration Statement, and the actions to be taken in connection thereto, and (vi) such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purpose of our opinion.
 
Upon the basis of such examination, we are of the opinion that (i) the Option Primary Shares have been duly authorized for issuance, and when issued and sold in the manner contemplated by the Prospectus Supplement and the Prospectus, will be validly issued, fully paid and nonassessable, and (ii) the Option Secondary Shares have been duly authorized and are validly issued, fully paid and nonassessable.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings “Legal Matters” and “Enforceability of Civil Liabilities” in the Prospectus Supplement and the Prospectus.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
 
 
Very truly yours,

/S/  Naschitz, Brandes, Amir & Co., Advocates

Naschitz, Brandes, Amir & Co., Advocates

EX-99.1 3 exhibit_99-1.htm EXHIBIT 99.1
Exhibit 99.1


TAT Technologies Announces Full Exercise and Closing of Underwriters’ Option to
Purchase Additional Ordinary Shares in Connection with its Public Offering

NETANYA, Israel, June 26, 2025/PRNewswire/ -- TAT Technologies Ltd. (Nasdaq: TATT) (TASE: TATT) (“TAT” or the “Company”), a leading provider of products and services to the commercial and military aerospace and ground defense industries, announced today that, in connection with its previously announced underwritten public offering of 4,150,000 ordinary shares (consisting of 1,625,000 ordinary shares sold and issued by TAT and 2,525,000 ordinary shares sold by FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership (the “Selling Shareholders”)) (the “Offering”), the underwriters have exercised their option in full to purchase up to an additional 622,500 ordinary shares (consisting of 242,298 ordinary shares sold and issued by TAT and 380,202 ordinary shares sold by the Selling Shareholders) (the “Option Shares”) at a public offering price of $26.00 per ordinary share, which was the same public offering price per share as in the Offering. The sale and issuance of the Option Shares closed today.
 
The total gross proceeds of the sale and issuance of the Option Shares to TAT, before underwriting discounts and commissions and offering expenses, was $6.3 million. TAT did not receive any proceeds from the sale of Option Shares by the Selling Shareholders. TAT intends to use the net proceeds that it received from the sale and issuance of the Option Shares for general corporate purposes, including working capital and capital expenditures. 
 
Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc. acted as joint book-running managers of the Offering. The Benchmark Company, LLC and Lake Street Capital Markets, LLC acted as passive book-running managers.
 
A registration statement on Form F-3 (File No. 333-286699) relating to the ordinary shares sold in the Offering and the sale and issuance of the Option Shares has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective on April 25, 2025. The Offering and the sale and issuance of the Option Shares were made only by means of a prospectus supplement and accompanying prospectus. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to the Offering and to the sale and issuance of the Option Shares may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the preliminary prospectus supplement and the accompanying prospectus relating to the Offering and to the sale and issuance of the Option Shares may be obtained from: Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com; or Truist Securities, Inc., Attention: Equity Capital Markets, 3333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326 at (800) 685-4786 or by email to truistsecurities.prospectus@truist.com.
 
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
About TAT Technologies Ltd.
 
TAT is a leading provider of solutions and services to the aerospace and defense industries. TAT operates four operational units: (i) original equipment manufacturing (“OEM”) of heat transfer solutions and aviation accessories through its Kiryat Gat facility (TAT Israel); (ii) maintenance repair and overhaul (“MRO”) services for heat transfer components and OEM of heat transfer solutions through its subsidiary, Limco Airepair Inc.; (iii) MRO services for aviation components through its subsidiary, Piedmont Aviation Component Services LLC (mainly Auxiliary Power Units and landing gear); and (iv) overhaul and coating of jet engine components through its subsidiary, Turbochrome Ltd.
 

Forward Looking Statements
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s intended use of the proceeds from the sale of the Option Shares. Our expectations and beliefs regarding these matters may not materialize, and actual results or events in the future are subject to risks and uncertainties that could cause actual results or events to differ materially from those projected, including, without limitation, as a result of the war and hostilities between Israel and Iran, Hamas, Hezbollah and the Houthi movement in Yemen. The forward-looking statements contained in this press release are subject to other risks and uncertainties, including those more fully described in our filings with the SEC, including our Annual Report on Form 20-F filed with the SEC on March 26, 2025. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.
 
Contact:
 
Eran Yunger
Director IR
Tel : +1-980-451-1115
Erany@tat-technologies.com