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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):
September
3, 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
2.05. | Costs
Associated with Exit or Disposal Activities. |
On
September 3, 2026, the Board of Directors (the “Board”) of CVD Equipment Corporation (the “Company”) committed
to a restructuring plan (the “Restructuring Plan”) following a thorough evaluation of strategic alternatives for its CVD
equipment business. Under the Restructuring Plan, the Company will no longer pursue new system orders for its CVD equipment business.
In
connection with the Restructuring Plan, the Company is reducing its workforce by approximately half, to a level necessary to manufacture
its remaining equipment backlog, satisfy warranty obligations, and support its ongoing spare parts, quartz, and services business.
As
a result of the Restructuring Plan, the Company expects to record a restructuring charge of approximately $0.8 million to $1.0 million
in the quarter ending September 30, 2026, consisting primarily of employee severance and related costs.
| Item
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Departure
of Emmanuel Lakios as Chief Executive Officer
On
September 3, 2026, the Board of Directors and Mr. Lakios mutually agreed that Mr. Lakios would conclude his employment as President
and Chief Executive Officer of the Company and would no longer serve as a member of the Company’s Board of Directors, effective
immediately. Mr. Lakios’s departure was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices. In connection with his departure, the Company will continue to pay Mr. Lakios as required by his employment
agreement (a) his base salary and employee benefits through October 2, 2026, and (b) during the subsequent nine-month period,
his base salary and the employer portion of Mr. Lakios’s existing medical benefits.
Appointment
of Warren Cheesman as Acting Chief Executive Officer
Effective
September 3, 2026, the Board appointed Warren Cheesman as Acting Chief Executive Officer of the Company.
Mr.
Cheesman, age 54, has served as the Company’s Vice President of Manufacturing Operations since October 2022. He has more than 30
years of experience in engineering, operations, quality, and strategic sourcing across the semiconductor, medical device, and defense
equipment industries. Before joining CVD, Mr. Cheesman held positions of increasing responsibility at Veeco Instruments, Air Techniques,
and Kongsberg Defense & Aerospace. Mr. Cheesman holds master’s degrees in Technology Management and Materials Science and Engineering
from Stony Brook University and a bachelor’s degree in Mechanical Engineering from Virginia Tech.
There
are no family relationships between Mr. Cheesman and any director or executive officer of the Company, and there are no transactions
in which Mr. Cheesman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In
connection with Mr. Cheesman’s appointment as Acting Chief Executive Officer, the material terms of any compensatory arrangement
with Mr. Cheesman have not yet been determined and will be disclosed by amendment to this Current Report on Form 8-K when finalized.
| Item
7.01. | Regulation
FD Disclosure. |
On
September 10, 2026, the Company issued a press release announcing the Restructuring Plan and the leadership transition described herein.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this
Item 7.01.
The
information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release dated September 10, 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:
September 10, 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 | |
CVD
Equipment Corporation Announces Restructuring Plan and Leadership Transition
CENTRAL
ISLIP, N.Y. (Business Wire) – September 10, 2026 – CVD Equipment Corporation (NASDAQ: CVV) (the “Company”) today
announced a restructuring plan and leadership transition, following a thorough evaluation of strategic alternatives for its CVD equipment
business by its Board of Directors (the “Board”). The restructuring plan includes:
| |
● |
The
Company will no longer pursue new system orders for its CVD equipment business. |
| |
● |
The
Company is further reducing its workforce by approximately half, to a level necessary to manufacture its remaining equipment backlog,
satisfy warranty obligations, and support its ongoing spare parts, quartz, and services business. |
| |
● |
As
a result, CVD expects to record a restructuring charge of approximately $0.8 million to $1.0 million this quarter, consisting primarily
of employee severance and related costs. |
| |
● |
Effective
September 3, 2026, and in conjunction with these actions, the Board and Emmanuel Lakios have mutually agreed that he would conclude
his employment as President and Chief Executive Officer and will no longer serve as a member of the Board. The Board has appointed
Warren Cheesman, the Company’s Vice President of Manufacturing Operations, as Acting Chief Executive Officer, effective immediately. |
| |
● |
The
Board continues to evaluate additional opportunities to reduce costs, monetize assets, and enhance shareholder value, including potential
alternatives involving its real estate assets, including its primary facility in Central Islip. It will also evaluate business opportunities
that are consistent with its available resources and strategic objectives to enhance shareholder value. |
Lawrence
J. Waldman, CVD’s Chairman of the Board, commented: “In light of continued weakness in prospective equipment order activity,
declining backlog, the CVD equipment division’s ongoing operating losses, and the lack of viable strategic alternatives for the
business, we have decided to discontinue the pursuit of new equipment system orders, transitioning CVD to a spare parts, quartz and services
business. While unfortunately these actions impact our employees, they are designed to align the Company’s cost structure
with current market conditions and opportunities, reduce operating risk, and preserve liquidity. At the end of the second quarter of 2026, the Company had $23.5 million in cash and no debt. Our top priority will be to complete existing customer commitments
while we continue to pursue additional opportunities to maximize shareholder value.”
“On
behalf of the Board of Directors, I would like to thank Manny for his leadership and many contributions, and we wish him success in his
future endeavors,” added Mr. Waldman. “We are pleased that Warren has agreed to serve as Acting Chief Executive Officer.
His knowledge of the Company and operational experience will be valuable through this restructuring and continued evaluation of business
alternatives.”
Mr.
Cheesman stated: “As we transition to this new phase for CVD, we’ll focus on disciplined execution, prudent management of
the Company’s assets and financial resources, and, most importantly, fulfilling our important existing commitments to customers.”
Acting CEO Background
Mr.
Cheesman has been Vice President of Manufacturing Operations since October 2022. He has more than 30 years of experience in engineering,
operations, quality, and strategic sourcing across the semiconductor, medical device, and defense equipment industries. Before joining
CVD, he held positions of increasing responsibility at Veeco Instruments, Air Techniques, and Kongsberg Defense & Aerospace. Mr.
Cheesman holds master’s degrees in Technology Management and Materials Science and Engineering from Stony Brook University and
a bachelor’s degree in Mechanical Engineering from Virginia Tech.
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.
Investor
Contact
Richard
Catalano
Executive
Vice President & Chief Financial Officer
CVD
Equipment Corporation
(631)
981-7081
investorrelations@cvdequipment.com