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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 3, 2024
Sono-Tek Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 000-16035
| New York | 14-1568099 | |
| (State of Incorporation) | (I.R.S. Employer ID No.) | |
| 2012 Route 9W, Milton, New York | 12547 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (845) 795-2020
Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under 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, $0.01 par value per share | SOTK | NASDAQ |
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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 7.01: Regulation FD Disclosure
Election of Director
On April 3, 2024, the Board of Directors (the “Board”) of Sono-Tek (the “Company”) elected Dr. Adeniyi Lawal to serve as a member of the Board’s class of directors whose terms expire at the Company’s annual meeting of shareholders which is expected to be held in August 2024 (the “2024 Shareholders Meeting”). For more than the past 25 years, Dr. Lawal has been a Professor of Chemical Engineering at the Department of Chemical Engineering & Materials Science, Stevens Institute of Technology. Dr. Lawal received his B.Sc (Honors) Degree in Engineering from the University of Ibadan, Nigeria, his S.M. Degree from MIT and his Ph.D. from McGill University, Canada, both in Chemical Engineering.
Dr. Lawal is not party to nor the subject of any arrangement or understanding pursuant to which he was selected as a director. The Board has not yet determined on which of its committees Dr. Lawal shall serve. Dr. Lawal has not been a party to any transactions with the Company and he expected to receive the same compensation as the Company provides to all members of the Board.
Possible Departure of Director
Dr. Donald Mowbray, a current member of the Board, has preliminarily indicated that he may not stand for reelection to the Board. Dr. Mowbray’s term as Director expires at the 2024 Shareholders Meeting.
On April 3, 2024, the Company issued a press release concerning the election of Dr. Lawal in the form attached as Exhibit 99.1 to this Report.
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated April 3, 2024.
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 hereunto duly authorized.
SONO-TEK CORPORATION
By: /s/ Stephen J. Bagley
Stephen J. Bagley
Chief Financial Officer
April 3, 2024
Exhibit 99.1
Sono-Tek Welcomes Dr. Adeniyi Lawal to Board of Directors
- Dr. Lawal has Deep Renewable Energy Expertise in Chemical Energy Conversion Processes-
MILTON, N.Y., April 3, 2024 – Sono-Tek Corporation (Nasdaq: SOTK), the leading developer and manufacturer of ultrasonic coating systems, announced the election of Dr. Adeniyi Lawal to the Company’s Board of Directors effective today. Dr. Lawal is expected to eventually replace Dr. Donald F. Mowbray, the Board member with the most significant technical expertise, who has indicated that he may not stand for reelection and whose current term expires as of the Company’s next annual meeting of shareholders which is expected to be held in August 2024.
Dr. Lawal is a Professor of Chemical Engineering at the Department of Chemical Engineering & Materials Science, Stevens Institute of Technology, a leading teaching and research university, where he has been a member of the faculty for over 25 years. His core expertise is in catalysis, reaction engineering and process intensification with specific application to renewable energy, a core market for Sono-Tek. In recent years, the Company has established collaborative projects with Dr. Lawal and his students at Steven's Institute which has contributed to an improved understanding of Sono-Tek’s proprietary ultrasonic atomization technology.
Dr. Christopher L Coccio, Executive Chairman of Sono-Tek, said, “We welcome Dr. Lawal to the Board of Sono-Tek. His extensive research experience and knowledge of the renewable energy landscape is expected to bring valuable insights to our Board on emerging local and global business opportunities in green energy. This is a critical area of our business, and we look forward to his contributions, as well as the overlap and interchange he will have with Don Mowbray, the Board’s technical expert since 2003. It is our honor to have him join our Board of Directors.”
During his 25-year tenure at Stevens, Dr. Lawal has held several administrative positions, including Program Director, Associate Department Chair, and now, Department Chair. He has directed research groups in academia, and has been a highly successful researcher, having executed several multi-million dollar, and multi-year projects funded by the U.S. Department of Energy and the Department of Defense. ACS-Petroleum Research Fund, GAF Materials Corporation, Phillips Netherlands, and International Flavors & Fragrances have also funded his research. He has published extensively in highly esteemed, archival journals and is the recipient of five U.S. and International patents. Dr. Lawal has also been active in scientific societies, and has organized and chaired national and international conferences. He received a B.Sc (Honors) Degree in Engineering from the University of Ibadan, Nigeria, an S.M. Degree from MIT and a Ph.D. from McGill University, Canada, both in Chemical Engineering.
About Sono-Tek
Sono-Tek Corporation is a global leader in the design and manufacture of ultrasonic coating systems that are shaping industries and driving innovation worldwide. Our ultrasonic coating systems are used to apply thin films onto parts used in diverse industries including microelectronics, alternative energy, medical devices, advanced industrial manufacturing, and the research and development sectors. Sono-Tek's bold venture into the clean energy sector is showing transformative results in next-gen solar cells, fuel cells, green hydrogen generation, and carbon capture applications as we shape a sustainable future.
The Company’s product line is rapidly evolving, transitioning from R&D to high-volume production machines with significantly higher average selling prices, showcasing Sono-Tek’s market leadership and adaptability. Our comprehensive suite of thin film coating solutions and application consulting services ensures unparalleled results for our clients, and helps some of the world's most promising companies achieve technological breakthroughs and bring them to the market. The company strategically delivers its products to customers through a network of direct sales personnel, carefully chosen independent distributors, and experienced sales representatives, ensuring efficient market reach across diverse sectors around the globe. For more information, please visit www.sono-tek.com.
Safe Harbor Statement
This news release contains forward looking statements regarding future events and the future performance of Sono-Tek Corporation that involve risks and uncertainties that could cause actual results to differ materially. These “forward-looking statements’ are based on currently available competitive, financial and economic data and our operating plans. They are inherently uncertain, and investors must recognize that events could turn out to be significantly different from our expectations and could cause actual results to differ materially.
These factors include, among other considerations, general economic and business conditions; political, regulatory, tax, competitive and technological developments affecting our operations or the demand for our products; inflationary and supply chain pressures; residual effects from COVID-19 pandemic; maintenance of increased order backlog and timely completion and shipment of related product; the imposition of tariffs; timely development and market acceptance of new products and continued customer validation of our coating technologies; adequacy of financing; capacity additions, the ability to enforce patents; maintenance of operating leverage; maintenance of increased order backlog; consummation of order proposals; completion of large orders on schedule and on budget; continued sales growth in the medical and alternative energy markets; successful transition from primarily selling ultrasonic nozzles and components to a more complex business providing complete machine solutions and higher value subsystems; and realization of quarterly and annual revenues within the forecasted range of sales guidance. We undertake no obligation to update any forward-looking statement.
For more information, contact:
Stephen J. Bagley
Chief Financial Officer
Sono-Tek Corporation
info@sono-tek.com
Investor Relations:
PCG Advisory
(646) 863-6341