INTEST CORP

Information regarding the primary risks and uncertainties that could materially and adversely affect our future performance or could cause actual results to differ materially from those expressed or implied in our forward-looking statements, appears in Part I, Item 1A - "Risk Factors" of our 2023 Form 10-K filed with the Securities and Exchange Commission on March 27, 2024. There have been no material changes from the risk factors set forth in our 2023 Form 10-K.

The following table provides information with respect to shares of common stock withheld by the Company for net settlement of restricted stock awards for the first quarter of 2024:

On March 12, 2024 the Company entered into a stock purchase agreement (the “Purchase Agreement”) by and among inTEST Italy, Inc., a wholly owned subsidiary of the Company (“Buyer”), Mauro Arigossi (“Arigossi”), and Elettra S.S., a company incorporated under the Laws of Italy (“Elettra”, and together with Arigossi, each a “Seller” and collectively, the “Sellers”). In accordance with the Purchase Agreement the Sellers, being the sole legal and beneficial owners of all of the outstanding capital shares of Alfamation S.p.A., an Italian joint-stock company (the “Alfamation”), agreed to sell and the Buyer agreed to purchase all of the outstanding capital shares of Alfamation. As part of the consideration paid under the Purchase Agreement, the Sellers was issued 187,432 shares of common stock of the Company, par value $0.01 (the “Shares”). The Shares were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. For further information on the acquisition please refer to Note 3 to our consolidated financial statements in this Report.

None.

Not applicable.

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