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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported):
March
23, 2026
CVD
EQUIPMENT CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
| New
York |
|
1-16525 |
|
11-2621692 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
355
South Technology Drive
Central
Islip, New York |
|
11722 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (631) 981-7081
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock |
|
CVV |
|
NASDAQ Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry
Into Material Definitive Agreement |
On
March 23, 2026, CVD Equipment Corporation, a New York corporation (the “Company”), entered into an Asset Purchase Agreement
(the “Asset Purchase Agreement”) with the Atlas Copco Group based in Nacka, Sweden (the “Buyer”)
Under
the Asset Purchase Agreement, the Company has agreed to sell to the Buyer all or substantially all of the assets related to the Company’s
Stainless Design Concepts (“SDC”) business division and excluding any and all other assets of the Company and its Affiliates
(as defined in the Asset Purchase Agreement), and the Buyer will assume certain specified liabilities, in each case as set forth in the
Asset Purchase Agreement (collectively, the “Transaction”).
The
Company will retain ownership of its Saugerties, New York facility, which will be leased to the Buyer for an initial term of two
years following the closing of the Transaction.
The
aggregate consideration payable to the Company in connection with the Transaction will be an amount equal to $16,900,000 (the “Purchase
Price”), subject to a Purchase Price Adjustment (as defined in the Asset Purchase Agreement).
At
the closing of the Transaction (the “Closing”), the Buyer will place $900,000 of the Purchase Price in escrow to cover post-Closing
adjustments and indemnification obligations under the Asset Purchase Agreement. The escrow will be released as described in the Asset
Purchase Agreement.
The
Asset Purchase Agreement contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for
certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the
Transaction.
The
Asset Purchase Agreement contains customary representations, warranties and covenants of the parties, including, among other things,
covenants regarding the operations of SDC between signing and the Closing, delivery of consents and approvals, and employee-related matters.
The Closing is also subject to customary closing conditions, including the receipt of necessary third-party consents, the absence of
any legal restraint prohibiting the transaction, and the satisfaction of other conditions customary for transactions of this nature.
The
Buyer and the Company are required to use their reasonable best efforts to consummate the Transaction. The Closing is expected during
the second quarter of 2026.
On
March 23, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial
Statements and Exhibits |
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 24, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
Date:
March 24, 2026
| |
CVD EQUIPMENT CORPORATION |
| |
|
| |
By: |
/s/ Richard
Catalano |
| |
Name: |
Richard Catalano |
| |
Title: |
Executive
Vice President, Chief Financial Officer,
Secretary
and Treasurer |
Exhibit
99.1
 |
|
enabling
tomorrow’s technologies™ |
| 355
South Technology Drive, Central Islip, New York 11722 | T 631.981.7081 | info@cvdequipment.com |
CVD
Equipment Corporation Announces Definitive Agreement for the Sale of its SDC Division
CENTRAL
ISLIP, N.Y., (Business Wire) – March 24, 2026 - CVD Equipment Corporation (NASDAQ: CVV) today announced that it has entered into
a definitive agreement under which the Company’s Stainless Design Concepts (“SDC”) business division will become part
of Atlas Copco Group. The purchase price amounts to approximately $16.9 million in cash, subject to certain purchase price adjustments.
The transaction is expected to close during the second quarter of 2026, subject to customary closing conditions.
Manny
Lakios, President and Chief Executive Officer of CVD Equipment Corporation, stated, “This transaction, which is aligned with
our previously announced decision to pursue strategic alternatives for our company, will allow us to focus on our core CVD Equipment
business located in Central Islip, New York. The divestiture will strengthen our balance sheet and provide additional financial
flexibility as we continue evaluating opportunities for the CVD Equipment business, its product lines, and our two facilities. Our
goal remains maximizing value for our shareholders.”
The
Company expects to use the proceeds from the transaction to enhance financial flexibility and support initiatives aimed at creating shareholder
value. The net cash proceeds after payment of transaction expenses and taxes are approximately $15.0 million, of which $900,000 will
be held in escrow to cover post-closing adjustments and indemnification obligations under the agreement.
CVD
will retain ownership of its Saugerties, New York facility, which will be leased to the acquiring company for an initial term of two
years following the closing of the transaction.
About
CVD Equipment Corporation
CVD
Equipment Corporation (NASDAQ: CVV) designs, develops, and manufactures a broad range of chemical vapor deposition, thermal processing,
physical vapor transport, gas and chemical delivery control systems, and other equipment and process solutions used to develop and manufacture
materials and coatings for industrial applications and research. Our products are used in production environments as well as research
and development centers, both academic and corporate. Major target markets include aerospace & defense (ceramic matrix composites),
silicon carbide (SiC) high power electronics, and EV battery materials (carbon nanotubes, graphene, and silicon nanowires) and industrial
applications. Through its application laboratory, the Company allows customers the option to bring their process tools to our laboratory
and to work collaboratively with our scientists and engineers to optimize process performance.
Certain
information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties.
Actual results and performance could differ materially from such forward-looking information. The Company’s Securities and Exchange
Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in
its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.
CVD
Equipment Corporation Contact:
Richard Catalano, Executive Vice President & CFO
Phone: (631) 981-7081
Email: investorrelations@cvdequipment.com