Major Amtech Systems (ASYS) holder details 20.6% stake and lock-up

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Amtech Systems’ significant shareholder group filed an amended ownership report and detailed a new lock-up agreement. As of June 2, 2026, the reporting persons had collectively acquired 3,009,258 common shares over prior purchases for about $23 million, funded from available cash.

Individual beneficial holdings include 600,000 shares (approximately 4.1%) for Piton Capital Partners, 1,386,312 shares (9.6%) for the Cornice trust, 263,688 shares (1.8%) for M3C Holdings, 22,917 shares (0.2%) for OIH, and 2,986,341 shares (20.6%) for Robert Averick. Percentages are based on 14,499,088 shares outstanding. Averick, a director and portfolio manager at Kokino, has entered into a lock-up agreement related to an underwritten public offering, restricting most share sales for 60 days after the offering’s closing, subject to specified exceptions.

Key Figures

Aggregate shares acquired: 3,009,258 shares Total consideration: $23 million Shares outstanding: 14,499,088 shares +5 more

8 metrics

Aggregate shares acquired 3,009,258 shares Collectively acquired by reporting persons as of June 2, 2026

Total consideration $23 million Approximate cost of aggregate 3,009,258 shares acquired

Shares outstanding 14,499,088 shares Outstanding as of March 31, 2026 per Form 10-Q

Piton ownership 600,000 shares (4.1%) Beneficially owned by Piton Capital Partners LLC

Cornice trust ownership 1,386,312 shares (9.6%) Beneficially owned by Cornice Fiduciary Management LLC as trustee

Averick ownership 2,986,341 shares (20.6%) Shares over which Robert Averick has beneficial ownership

Lock-up period 60 days Restriction period after underwritten offering’s closing date

Options exercised 18,000 shares Director stock options exercised by Averick on May 28, 2026

Key Terms

beneficial ownership, Lock-Up Agreement, underwritten public offering, Restriction Period, +1 more

5 terms

beneficial ownership financial

"The filing of this shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d)... the beneficial owners of any securities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Lock-Up Agreement financial

"This Amendment No. 8 is being filed to report Mr. Averick's entry into the Lock-Up Agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

underwritten public offering financial

"In connection with an underwritten public offering of Shares by the Issuer announced on June 1, 2026"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

Restriction Period financial

"for the period from the date of the Lock-Up Agreement until sixty (60) days after the Closing Date ... (such period, the "Restriction Period")"

family office financial

"PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family"

A family office is a private organization that manages the financial affairs, investments and often day-to-day wealth needs of one wealthy family or a small number of families, acting like a household’s dedicated finance team. It matters to investors because family offices can move large amounts of capital quietly and for the long term—choosing investments, buying firms or funding startups—which can influence market prices, deal availability and how businesses are run.

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06/02/2026 - 07:29 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Amtech Systems Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

032332504

(CUSIP Number)

Garrett Lynam
Kokino LLC, 201 Tresser Boulevard, 3rd Floor
Stamford, CT, 06901
203-595-4552

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, $0.01 Par Value Per Share

(b)

Name of Issuer:

Amtech Systems Inc.

(c)

Address of Issuer's Principal Executive Offices:

58 S River Drive Suite 370, Tempe, ARIZONA , 85288.

Item 1 Comment:

Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this "Amendment No. 8") amends the Schedule 13D filed on January 25, 2016 (the "Original Schedule 13D"), as most recently amended on February 18, 2025. The Original Schedule 13D and all amendments thereto (including this amendment) are collectively referred to herein as the "Schedule 13D". Capitalized terms used but not defined in this Amendment No. 8 shall have the meanings given to them in the Original Schedule 13D (as amended). The Original Schedule 13D (as amended) remains in full force and effect, except as specifically amended by this Amendment No. 8. This Amendment No. 8 is being filed to report Mr. Averick's entry into the Lock-Up Agreement (as defined and described in the response to Item 6).

Item 3.

Source and Amount of Funds or Other Consideration

The first paragraph of the response to Item 3 is hereby amended and restated in its entirety to read as follows: As of June 2, 2026, the Reporting Persons had collectively acquired an aggregate of 3,009,258 Shares over the course of various prior purchases for total consideration of approximately $23 million. Each Reporting Person funded such prior purchases out of their available cash on hand (which, in the case of Reporting Persons that are entities, may include capital contributed by their respective owners). Additionally, Mr. Averick has exercised various director stock options and received various restricted stock units, each awarded for his service as a Company director.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are rounded to the nearest tenth and based on 14,499,088 Shares outstanding, as reported on the cover page of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 7, 2026 (File No. 000-11412). See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on June 2, 2026 based on reported shares in the 10-Q mentioned above. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)

Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. The Trust is a member of Piton, along with other "Family Clients" (as defined in Investment Advisers Act Rule 202(a)(11)(G)-1 (the "Family Office Rule")) of Kokino. M3C is a member of Piton, along with other Family Clients of Kokino. Mr. Averick's principal occupation is acting as a Portfolio Manager at Kokino, which is a single-family office that provides investment management services only to its Family Clients, including the Trust, M3C and Piton. Mr. Averick is also currently a director of the Issuer. See Item 2. As a Portfolio Manager at Kokino, Mr. Averick shares the power to vote and dispose (or direct the disposition of) 2,986,341 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; and (iv) 736,341 Shares beneficially owned by Mr. Averick. With respect to the 736,341 Shares described in clause (iv) above, Mr. Averick's spouse may be deemed to share the power to vote and dispose or direct the disposition of such Shares. Mr. Averick holds an economic interest in Piton (which interest may be held directly and, from time to time, indirectly through PCM). Mr. Averick also holds unvested restricted stock units that are not included in this Share count as they vest on March 4, 2027. Piton is a pooled investment vehicle formed for the benefit of a single family and certain "key employees" (as defined in the Family Office Rule) of Kokino. The Trust, M3C and Mr. Averick are members of Piton, along with other Family Clients of Kokino. Piton is managed by its managing member, PCM. PCM is in turn managed by its managing member, Kokino. Additionally, Kokino is the trading manager of Piton and provides investment management services to the Trust and M3C, and in those capacities Kokino acts on behalf of such Reporting Persons as an agent. Mr. Averick, in his capacity as an employee of Kokino, manages the Trust's, M3C's and Piton's respective investments in the Shares with assistance from other Kokino personnel. PCM and Kokino are each a "family office" (as defined in the Family Office Rule) of the same family, and any voting power or investment power PCM or Kokino may hold over the Shares is ultimately attributed to the Trust, M3C and Piton (as applicable). OIH is a Connecticut limited liability company and investment entity controlled by Brian Olson. Brian Olson is the President and Chief Investment Officer of Kokino. As a key employee of Kokino and manager of OIH, Mr. Olson may be deemed to share the power to vote and dispose (or direct the disposition of) 2,272,917 Shares, which is the sum of the Shares beneficially owned by the following Reporting Persons: (i) 1,386,312 Shares beneficially owned by the Trust; (ii) 263,688 Shares beneficially owned by M3C; (iii) 600,000 Shares beneficially owned by Piton; and (iv) 22,917 Shares beneficially owned by OIH.

(c)

Except as set forth below, none of the Reporting Persons has effected any transaction in the Shares during the past sixty (60) days. On May 28, 2026, Mr. Averick acquired an aggregate of 18,000 Shares upon the exercise of director stock options, consisting of (i) 6,000 Shares at an exercise price of $7.40 per Share, (ii) 6,000 Shares at an exercise price of $11.51 per Share, and (iii) 6,000 Shares at an exercise price of $10.22 per Share. Following these exercises, Mr. Averick no longer holds any director stock options of the Issuer. The foregoing transactions were reported on a Form 4 filed by Mr. Averick with the SEC on June 1, 2026, and are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by inserting the following text prior to the final paragraph: In connection with an underwritten public offering of Shares by the Issuer announced on June 1, 2026 (the "Offering"), Mr. Averick, in his capacity as a director of the Issuer, entered into a lock-up agreement, dated as of June 1, 2026 (the "Lock-Up Agreement"), with Titan Partners Group LLC, a division of American Capital Partners, LLC ("Titan"). Subject to the exceptions set forth therein, the Lock-Up Agreement provides that, for the period from the date of the Lock-Up Agreement until sixty (60) days after the Closing Date (as defined in the related underwriting agreement (the "Underwriting Agreement")) (such period, the "Restriction Period"), Mr. Averick will not, without the prior written consent of Titan, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, directly or indirectly, or enter into any transaction designed to, or that might reasonably be expected to, result in the disposition of, any Shares or any securities convertible into, or exchangeable or exercisable for, Shares beneficially owned, held or thereafter acquired by him (the "Restricted Securities"), or publicly disclose an intention to effect any of the foregoing. The Lock-Up Agreement also restricts Mr. Averick from making any demand for, or exercising any right with respect to, the registration of any Restricted Securities. The Lock-Up Agreement terminates automatically upon the earliest to occur of the events specified therein, including if the Underwriting Agreement has not been executed by June 30, 2026. Because beneficial ownership for purposes of the Lock-Up Agreement is calculated in accordance with Section 13(d) of the Act, the Restricted Securities may include not only Shares held directly by Mr. Averick but also Shares that may be deemed to be beneficially owned by Mr. Averick by virtue of the shared voting and dispositive power described in Item 5, including Shares held by the Trust, M3C and Piton. In addition, the Lock-Up Agreement covers certain transactions designed to, or that might reasonably be expected to, result in a disposition by any affiliate of, or any person in privity with, Mr. Averick or his affiliates, which may be deemed to include the Trust, M3C and Piton. The filing of this Amendment No. 8 shall not be deemed an admission that Mr. Averick or any other Reporting Person is the beneficial owner of any securities covered by the Lock-Up Agreement that he or it does not directly own, and each Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit G hereto and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit: Exhibit G Lock-Up Agreement, dated as of June 1, 2026, between Robert Averick and Titan Partners Group LLC, a division of American Capital Partners, LLC.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Piton Capital Partners LLC

Signature:	/s/ Garrett Lynam
Name/Title:	Garrett Lynam, as General Counsel of Kokino LLC (as Managing Member of Piton Capital Management LLC, Managing Member of Piton Capital Partners)
Date:	06/02/2026

Cornice Fiduciary Management LLC, as Trustee under Trust Agreement dated December 23, 1989 FBO the issue of Jonathan D. Sackler

Signature:	/s/ Jeffrey Robins
Name/Title:	Jeffrey Robins, Vice President
Date:	06/02/2026

Robert Averick

Signature:	/s/ Robert Averick
Name/Title:	Robert Averick
Date:	06/02/2026

M3C Holdings LLC

Signature:	/s/ Garrett Lynam
Name/Title:	Garrett Lynam, Vice President
Date:	06/02/2026

OIH LLC

Signature:	/s/ Brian Olson
Name/Title:	Brian Olson, Manager
Date:	06/02/2026

Source: View Original Filing on SEC EDGAR

FAQ

How many Amtech Systems (ASYS) shares have the reporting persons acquired?

The reporting persons have collectively acquired 3,009,258 Amtech Systems shares. These were accumulated over various prior purchases for total consideration of approximately $23 million, funded from available cash and, for entities, capital contributed by their respective owners.

What percentage of Amtech Systems (ASYS) does Robert Averick report beneficially owning?

Robert Averick reports beneficial ownership of 2,986,341 Amtech Systems shares, representing about 20.6% of the company. This figure reflects shared voting and dispositive power across several related entities and is calculated using 14,499,088 shares outstanding as of March 31, 2026.

What is the size of Piton Capital Partners’ stake in Amtech Systems (ASYS)?

Piton Capital Partners beneficially owns 600,000 Amtech Systems shares, or roughly 4.1% of the outstanding stock. Piton has sole voting and dispositive power over these shares, based on 14,499,088 shares outstanding reported in the March 31, 2026 Form 10-Q.

What are the main terms of Robert Averick’s lock-up agreement on Amtech Systems (ASYS) shares?

Robert Averick agreed not to sell or otherwise dispose of most Amtech Systems shares he beneficially owns for 60 days after the underwritten offering’s closing date. The lock-up with Titan Partners includes certain exceptions and covers some shares held through related entities.

How many Amtech Systems (ASYS) shares does the Cornice trust beneficially own?

Cornice Fiduciary Management LLC, as trustee of the specified trust, beneficially owns 1,386,312 Amtech Systems shares. This position represents about 9.6% of the company’s outstanding stock, based on 14,499,088 shares reported in the March 31, 2026 Form 10-Q.

What recent stock option activity involving Amtech Systems (ASYS) did Robert Averick report?

On May 28, 2026, Robert Averick exercised director stock options to acquire 18,000 Amtech Systems shares. These came from three tranches of 6,000 shares each, at exercise prices of $7.40, $11.51, and $10.22 per share, leaving him with no remaining director options.