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2026-11-05
2026-11-05
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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):
November
5, 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
2.02. Results of Operations and Financial Condition
On
November 5, 2026, the Company issued a press release announcing its results of operations for the third quarter ended September 30, 2026.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated November 5, 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:
November 5, 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 | F 631.981.7095 | info@cvdequipment.com |
CVD
Equipment Provides Strategic Update and Reports Third Quarter 2026 Results
CENTRAL
ISLIP, N.Y. (Business Wire) – November 5, 2026 – CVD Equipment Corporation (NASDAQ: CVV) (the “Company”) today
provided an update on its go-forward business strategy and reported its financial results for the third quarter ended September 30, 2026.
Strategic
Update
| ● | As
previously announced, the Company will no longer pursue new system orders for its CVD Equipment
business and continues to evaluate strategic alternatives. |
| ● | The
Company has further reduced its workforce to a level aligned with completing the remaining
equipment backlog, satisfying warranty obligations, and supporting its ongoing spare parts,
quartz, and services business. The Company continues to make progress toward achieving these
objectives. |
| ● | CBRE,
Inc., a commercial real estate services firm, has been engaged to market the Company’s
owned real estate properties in Central Islip and Saugerties, New York, for sale. |
Financial
Update
| ● | The
Company ended the quarter with approximately $23.5 million of cash and cash equivalents and
no outstanding debt. |
| ● | Reflecting
the $14.1 million net gain on the sale of SDC in the second quarter of 2026, the Company
reported net income of $9.4 million for the nine months ended September 30, 2026. |
Lawrence
J. Waldman, CVD’s Chairman of the Board, commented: “With a strengthened balance sheet resulting from our sale of the SDC
business and no outstanding debt, the Board continues to evaluate strategic alternatives and pursue the disciplined monetization of the
Company’s assets. The engagement of CBRE to market our Central Islip and Saugerties properties represents another important step
in that process.”
 |
|
enabling
tomorrow’s technologies™ |
Warren
Cheesman, Acting Chief Executive Officer of CVD Equipment Corporation, stated, “During the quarter, we took further actions to
align our workforce and cost structure with the Company’s current operating requirements. We remain focused on completing the existing
equipment backlog, satisfying warranty obligations, and supporting our ongoing spare parts, quartz, and services business.”
Third
Quarter 2026 Performance
Balance
Sheet
| ● | Cash
increased to $23.5 million from $8.7 million at December 31, 2025, reflecting proceeds from
the SDC divestiture. |
| ● | Stockholders’
equity increased to $34.6 million at September 30, 2026 from $24.7 million at December 31,
2025. |
Operations
(excluding the discontinued operations of SDC)
| ● | Bookings
were $0.7 million, compared with $1.0 million in the third quarter of 2025, due to lower
system orders. |
| ● | Revenue
was $1.6 million, a decrease of 72.1% from the prior-year quarter, primarily reflecting lower
system revenue from reduced bookings. |
| ● | Gross
margin was 9.2% versus 32.0% in the prior-year quarter, principally due to lower system revenue
and the resulting impact of fixed manufacturing costs on a reduced revenue base, partially
offset by an increase in non-system revenue. |
| ● | Backlog
was $3.0 million at September 30, 2026, as compared to $3.9 million at June 30, 2026. |
| ● | Restructuring
charges were $0.8 million and consisted primarily of severance costs, asset impairments and
legal and board-related costs associated with the Company’s decision to discontinue
the pursuit of new system orders and reduce its workforce. |
Net
(Loss) Income
| ● | Net
loss from continuing operations was $2.1 million, or ($0.30) per basic and diluted share,
compared with net income from continuing operations of $0.1 million, or $0.02 per basic and
diluted share, in the prior-year quarter. The net loss in the current quarter includes the
restructuring charge of $0.8 million. |
 |
|
enabling
tomorrow’s technologies™ |
| ● | Net
income from discontinued operations was $0.6 million, or $0.09 per basic and diluted share,
primarily due to a change in the estimate of income taxes payable related to the gain on
the sale of SDC. For the nine months ended September 30, 2026, income from discontinued operations
was $14.6 million, including a $14.1 million net gain on the SDC divestiture. |
Investor
Conference Calls
The
Company is not holding an investor call this quarter and expects to hold investor calls in connection with significant corporate developments,
as appropriate.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the Company’s restructuring activities, expected restructuring charges, completion
of customer obligations, continued operation of the spare parts, quartz, and services business, potential sale of real estate assets,
retention of personnel needed to complete customer projects, unexpected costs or delays in completing backlog, customer claims, cancellations,
or disputes, the possibility that cost reductions will not produce anticipated savings, the Acting CEO transition, absence of assurance
that strategic alternatives will result in a transaction, timing and proceeds from any asset dispositions, strategic alternatives, liquidity,
and shareholder value creation. Actual results may differ materially from those projected due to a variety of risks and uncertainties,
including market conditions, customer requirements, economic conditions, the Company’s ability to successfully complete ongoing
customer projects, its ability to consummate any potential sale of real estate assets, and the other risks described in the Company’s
filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except
as required by law.
About
CVD Equipment Corporation
CVD
Equipment Corporation (NASDAQ: CVV) has designed, developed, and manufactured chemical vapor deposition, thermal processing, physical
vapor transport, and related equipment and process solutions used in industrial and research applications. The Company continues to support
existing customer projects and supplies quartz components, replacement parts, process support, and related services for its installed
base.
CVD
Equipment Corporation Contact:
Richard
Catalano, Executive Vice President & CFO
Phone:
(631) 981-7081
Email:
investorrelations@cvdequipment.com
 |
|
enabling
tomorrow’s technologies™ |
CVD
EQUIPMENT CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statements of Operations
(In
thousands, except per share data - Unaudited)
| | |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue | |
$ | 1,583 | | |
$ | 5,681 | | |
$ | 5,381 | | |
$ | 15,418 | |
| Cost of revenue | |
| 1,437 | | |
| 3,863 | | |
| 4,760 | | |
| 11,314 | |
| Gross profit | |
| 146 | | |
| 1,818 | | |
| 621 | | |
| 4,104 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 570 | | |
| 558 | | |
| 1,982 | | |
| 1,931 | |
| Selling | |
| 190 | | |
| 270 | | |
| 662 | | |
| 919 | |
| General and administrative | |
| 983 | | |
| 948 | | |
| 2,984 | | |
| 2,903 | |
| Restructuring charges | |
| 762 | | |
| - | | |
| 762 | | |
| - | |
| Gain on sale of equipment | |
| - | | |
| - | | |
| (46 | ) | |
| - | |
| Total operating expenses | |
| 2,505 | | |
| 1,776 | | |
| 6,344 | | |
| 5,753 | |
| Operating income (loss) from continuing operations | |
| (2,359 | ) | |
| 42 | | |
| (5,723 | ) | |
| (1,649 | ) |
| Other income, net | |
| 253 | | |
| 76 | | |
| 520 | | |
| 262 | |
| Income (loss) from continuing operations | |
| (2,106 | ) | |
| 118 | | |
| (5,203 | ) | |
| (1,387 | ) |
| Income taxes | |
| - | | |
| - | | |
| - | | |
| 16 | |
| Net income (loss) from continuing operations | |
| (2,106 | ) | |
| 118 | | |
| (5,203 | ) | |
| (1,403 | ) |
| Net income from discontinued operations, net of income taxes | |
| 615 | | |
| 266 | | |
| 14,614 | | |
| 1,086 | |
| Net income (loss) | |
$ | (1,491 | ) | |
$ | 384 | | |
$ | 9,411 | | |
$ | (317 | ) |
| Net income (loss) per share of common stock – basic and diluted | |
| | | |
| | | |
| | | |
| | |
| Income (loss) from continuing operations | |
$ | (0.30 | ) | |
$ | 0.02 | | |
$ | (0.75 | ) | |
$ | (0.20 | ) |
| Income from discontinued operations | |
$ | 0.09 | | |
$ | 0.04 | | |
$ | 2.11 | | |
$ | 0.16 | |
| Net income (loss) | |
$ | (0.21 | ) | |
$ | 0.06 | | |
$ | 1.36 | | |
$ | (0.05 | ) |
 |
|
enabling
tomorrow’s technologies™ |
CVD
EQUIPMENT CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Balance Sheets
(In
thousands - Unaudited)
| | |
September 30, 2026 | | |
December 31, 2025 | |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 23,451 | | |
$ | 8,734 | |
| Accounts receivable, net | |
| 304 | | |
| 1,293 | |
| Contract assets | |
| 1,681 | | |
| 2,853 | |
| Inventories | |
| 104 | | |
| 285 | |
| Amount held in escrow | |
| 900 | | |
| - | |
| Current assets of discontinued operations | |
| - | | |
| 2,852 | |
| Assets held for sale - equipment | |
| - | | |
| 510 | |
| Other current assets | |
| 125 | | |
| 357 | |
| Total current assets | |
| 26,565 | | |
| 16,884 | |
| Property, plant and equipment, net | |
| 10,005 | | |
| 10,529 | |
| Noncurrent assets of discontinued operations | |
| - | | |
| 46 | |
| Other assets | |
| 99 | | |
| 50 | |
| Total assets | |
$ | 36,669 | | |
$ | 27,509 | |
| | |
| | | |
| | |
| Liabilities and stockholders’ equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 214 | | |
$ | 250 | |
| Accrued expenses | |
| 1,437 | | |
| 849 | |
| Contract liabilities | |
| 356 | | |
| 560 | |
| Current maturities of long-term debt | |
| - | | |
| 181 | |
| Current liabilities of discontinued operations | |
| - | | |
| 944 | |
| Total current liabilities | |
| 2,007 | | |
| 2,784 | |
| Total noncurrent liabilities | |
| 43 | | |
| - | |
| Total stockholders’ equity | |
| 34,619 | | |
| 24,725 | |
| Total liabilities and stockholders’ equity | |
$ | 36,669 | | |
$ | 27,509 | |
This
earnings release should be read in conjunction with the Company’s filings with the Securities and Exchange Commission, including
the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.