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): May 22, 2025

 

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.

Election of Director

On May 22, 2025, the Board of Directors (the “Board”) of Sono-Tek (the “Company”) elected Kirk Warshaw 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 2025 (the “2025 Shareholders Meeting”). Mr. Warshaw has over 40 years of experience in financial and general management across a diverse range of industries. Since 2015, he has served as the Executive Chairman of Bogue Machine Company, a state-of-the-art machining operation that produces complex components for both commercial and defense contractors, and as Chief Executive Officer and Chief Financial Officer of UAV Turbines, a company focused on developing small turbine engine systems for aerospace and military applications.

Mr. Warshaw 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 Mr. Warshaw shall serve. Mr. Warshaw has not been a party to any transactions with the Company and he is expected to receive the same compensation as the Company provides to all members of the Board.

Impending Departure of Director

Philip Strasburg, a current member of the Board who serves on the Board’s Audit and Compensation Committees, has indicated that he does not intend to stand for reelection to the Board and will resign effective upon the completion of the Company’s next annual meeting of shareholders to be held in August 2025.

 

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

May 28, 2025