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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):
April 1, 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 2.01. | Completion of Acquisition or Disposition of Assets |
On April 1, 2026, CVD Equipment Corporation (the “Company”), completed the previously announced sale of all or substantially all of the assets related to its Stainless Design Concepts (“SDC”) business division to a subsidiary of the Atlas Copco Group based in Nacka, Sweden (the “Buyer”), pursuant to that certain Asset Purchase Agreement, dated as of March 23, 2026 (the “Asset Purchase Agreement”).
Pursuant to the Asset Purchase Agreement, the Company sold to the Buyer all or substantially all of the assets related to SDC, excluding any and all other assets of the Company and its affiliates, and the Buyer assumed certain specified liabilities, in each case as set forth in the Asset Purchase Agreement.
The aggregate consideration paid to the Company in connection with the transaction was $16,900,000, subject to customary post-closing adjustments. At the closing, $900,000 of the purchase price was placed in escrow to secure post-closing adjustments and indemnification obligations in accordance with the Asset Purchase Agreement.
In connection with the foregoing, the Company retained ownership of its Saugerties, New York facility and entered into a lease agreement (the “Facility Lease”) with the Buyer, pursuant to which the Buyer will lease such facility for an initial term of two years following the closing. The Facility Lease provides for an initial annual rent of $182,750, subject to customary adjustments.
The Asset Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions.
The foregoing description of the Asset Purchase Agreement and the Facility Lease does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which the Company intends to file as exhibits to its Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.
On April 2, 2026, the Company issued a press release announcing the closing of 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 |
(b)(1) Pro Forma Financial Information
Attached as Exhibit 99.2 and incorporated by reference is the pro forma financial information required by Article 11 of Regulation S-X.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 2, 2026 | |
| 99.2 | Unaudited pro forma condensed balance sheet of CVD Equipment Corporation as of December 31, 2025, unaudited pro forma condensed statement of operations for the years ended December 31, 2025 and 2024 and notes to the unaudited pro forma condensed financial statements | |
| 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: April 6, 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 Completes Sale of its SDC Division
CENTRAL ISLIP, N.Y., (Business Wire) – April 2, 2026 - CVD Equipment Corporation (NASDAQ: CVV) (“CVD” or the “Company”) today announced that it has completed the sale of the Company’s Stainless Design Concepts (“SDC”) business division.
The previously announced transaction was completed for a purchase price of approximately $16.9 million in cash, subject to customary purchase price adjustments.
CVD expects to use the proceeds from the transaction to enhance its financial flexibility and support strategic initiatives aimed at creating shareholder value. The net cash proceeds, after payment of transaction expenses and taxes are approximately $15.0 million. Of this amount, $900,000 will be held in escrow to satisfy potential post-closing adjustments and indemnification obligations in accordance with the terms of the asset purchase agreement.
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.
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.
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
Exhibit 99.2
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Financial Information
On April 1, 2026, CVD Equipment Corporation, a New York corporation (the “Company”), consummated the transactions contemplated by an Asset Purchase Agreement (the “Asset Purchase Agreement”) entered into with a subsidiary of the Atlas Copco Group based in Nacka, Sweden (the “Buyer”).
Under the Asset Purchase Agreement, the Company sold to the Buyer substantially all of the assets related to the Company’s Stainless Design Concepts (“SDC”) business division and excluded certain assets, and the Buyer assumed certain specified liabilities, in each case as set forth in the Asset Purchase Agreement (collectively, the “Transaction”).
The Company retained ownership of its Saugerties, New York facility, which will be leased to the Buyer for an initial term of two years from the closing of the Transaction.
The aggregate consideration paid to the Company in connection with the Transaction approximated $16.9 million (the “Purchase Price”) and is subject to a Purchase Price Adjustment (as defined in the Asset Purchase Agreement).
At the closing of the Transaction (the “Closing”), the Buyer placed $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.
In connection with the Transaction, the Company retained ownership of its Saugerties, New York facility and entered into a lease agreement (the “Facility Lease”) with the Buyer, pursuant to which the Buyer will lease such facility for an initial term of two years following the closing. The Facility Lease provides for an initial annual rent of $182,750, subject to customary adjustments. The annual rent under this agreement has been reflected in the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2025 and 2024.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2025, presents the Company’s consolidated financial position giving pro forma effect to the Transaction as if it had occurred on December 31, 2025. The unaudited pro forma condensed consolidated statement of operations for the years ended December 31, 2025 and 2024 present the Company’s consolidated results of operations giving pro forma effect to the Transaction as if it had occurred on January 1, 2024.
The unaudited pro forma condensed consolidated financial statements presented herein have been derived from the Company’s historical consolidated financial statements. While the historical consolidated financial statements reflect the past financial results of the Company, the pro forma condensed consolidated financial statements are included for informational purposes only and are intended to illustrate how the Transaction might have affected the historical consolidated financial statements had it been completed at an earlier time as indicated herein. The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K and these unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, and include adjustments to the extent that they are directly attributable to the Transaction.
These pro forma adjustments are based on currently available information, estimates and assumptions that the Company believes are reasonable in order to reflect, on a pro forma basis, the impact of the Transaction on the Company’s historical information, and are not necessarily indicative of the Company’s future financial position and future results of operations and do not reflect all actions that may be taken by the Company following the closing of the Transaction. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
These unaudited pro forma condensed consolidated financial statements should be read in connection with the Company’s historical audited consolidated financial statements, the accompanying notes and “Managements Discussion of Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 30, 2026.
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
(in thousands, except per share amounts)
| Pro Forma | ||||||||||||||
| As Reported | Adjustments | Notes | Pro Forma | |||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 8,734 | $ | 15,948 | (a) | $ | 24,682 | |||||||
| Accounts receivable, net of allowance for credit losses | 2,314 | (1,021 | ) | (c) | 1,293 | |||||||||
| Contract assets | 3,391 | (538 | ) | (c) | 2,853 | |||||||||
| Inventories | 1,568 | (1,283 | ) | (c) | 285 | |||||||||
| Assets held for sale | 510 | - | 510 | |||||||||||
| Escrow deposit | - | 900 | (b) | 900 | ||||||||||
| Other current assets | 367 | (9 | ) | (c) | 358 | |||||||||
| Total current assets | 16,884 | 13,997 | 30,881 | |||||||||||
| Property, plant and equipment, net | 10,573 | (45 | ) | (c) | 10,528 | |||||||||
| Other assets | 52 | (2 | ) | (c) | 50 | |||||||||
| Total assets | $ | 27,509 | $ | 13,950 | $ | 41,459 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 642 | $ | (392 | ) | (c) | $ | 250 | ||||||
| Accrued expenses | 1,188 | 853 | (d) | 2,041 | ||||||||||
| Current maturities of long-term debt | 181 | - | 181 | |||||||||||
| Income taxes payable | - | 563 | (f) | 563 | ||||||||||
| Contract liabilities | 773 | (213 | ) | (c) | 560 | |||||||||
| Total current liabilities | 2,784 | 811 | 3,595 | |||||||||||
| Long-term debt, net of current portion | - | - | - | |||||||||||
| Total liabilities | 2,784 | 811 | 3,595 | |||||||||||
| Contingencies (see note 14) | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Common stock - $0.01 par value – 20,000,000 shares authorized; issued and outstanding 6,937,338 at December 31, 2025 and 6,881,838 at December 31, 2024 | 69 | - | 69 | |||||||||||
| Additional paid-in capital | 30,699 | - | 30,699 | |||||||||||
| Accumulated deficit | (6,043 | ) | 13,139 | (e) | 7,096 | |||||||||
| Total stockholders’ equity | 24,725 | 13,139 | 37,864 | |||||||||||
| Total liabilities and stockholders’ equity | $ | 27,509 | $ | 13,950 | $ | 41,459 | ||||||||
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ended December 31, 2025
(in thousands, except share amounts)
| Pro Forma | ||||||||||||||
| As Reported | Adjustments | Notes | Pro Forma | |||||||||||
| Revenue | $ | 25,786 | $ | (7,617 | ) | (g) | $ | 18,169 | ||||||
| Cost of revenue | 18,498 | (4,575 | ) | (g) | 13,923 | |||||||||
| Gross profit | 7,288 | (3,042 | ) | 4,246 | ||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 2,786 | (171 | ) | (g) | 2,615 | |||||||||
| Selling | 1,443 | (238 | ) | (g) | 1,205 | |||||||||
| General and administrative | 4,806 | (896 | ) | (g) | 3,910 | |||||||||
| Impairment charges | 163 | - | 163 | |||||||||||
| Gains on sales of equipment | - | - | - | |||||||||||
| Total operating expenses, net | 9,198 | (1,305 | ) | 7,893 | ||||||||||
| Operating loss | (1,910 | ) | (1,737 | ) | (3,647 | ) | ||||||||
| Other income (expense): | ||||||||||||||
| Interest income | 341 | - | 341 | |||||||||||
| Interest expense | (13 | ) | - | (13 | ) | |||||||||
| Other income | - | 188 | (h) | 188 | ||||||||||
| Total other income, net | 328 | 188 | 516 | |||||||||||
| Loss before income tax | (1,582 | ) | (1,549 | ) | (3,131 | ) | ||||||||
| Income tax expense | 3 | - | 3 | |||||||||||
| Net loss | $ | (1,585 | ) | $ | (1,549 | ) | $ | (3,134 | ) | |||||
| Loss per common share: | ||||||||||||||
| Basic | $ | (0.23 | ) | $ | (0.46 | ) | ||||||||
| Diluted | $ | (0.23 | ) | $ | (0.46 | ) | ||||||||
| Weighted average number of shares | ||||||||||||||
| Basic | 6,875 | 6,875 | ||||||||||||
| Diluted | 6,875 | 6,875 | ||||||||||||
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year ended December 31, 2024
(in thousands, except share amounts)
| Pro Forma | ||||||||||||||
| As Reported | Adjustments | Notes | Pro Forma | |||||||||||
| Revenue | $ | 26,876 | $ | (7,818 | ) | (g) | $ | 19,058 | ||||||
| Cost of revenue | 20,825 | (4,123 | ) | (g) | 16,702 | |||||||||
| Gross profit | 6,051 | (3,695 | ) | 2,356 | ||||||||||
| Operating expenses: | ||||||||||||||
| Research and development | 2,627 | (229 | ) | (g) | 2,398 | |||||||||
| Selling | 1,656 | (195 | ) | (g) | 1,461 | |||||||||
| General and administrative | 4,901 | (710 | ) | (g) | 4,191 | |||||||||
| Impairment charges | - | - | - | |||||||||||
| Gains on sales of equipment | (717 | ) | - | (717 | ) | |||||||||
| Total operating expenses, net | 8,467 | (1,134 | ) | 7,333 | ||||||||||
| Operating loss | (2,416 | ) | (2,561 | ) | (4,977 | ) | ||||||||
| Other income (expense): | ||||||||||||||
| Interest income | 559 | - | 559 | |||||||||||
| Interest expense | (19 | ) | - | (19 | ) | |||||||||
| Other income | 2 | 183 | (h) | 185 | ||||||||||
| Total other income, net | 542 | 183 | 725 | |||||||||||
| Loss before income tax | (1,874 | ) | (2,378 | ) | (4,252 | ) | ||||||||
| Income tax expense | 24 | - | 24 | |||||||||||
| Net loss | $ | (1,898 | ) | $ | (2,378 | ) | $ | (4,276 | ) | |||||
| Loss per common share: | ||||||||||||||
| Basic | $ | (0.28 | ) | $ | (0.63 | ) | ||||||||
| Diluted | $ | (0.28 | ) | $ | (0.63 | ) | ||||||||
| Weighted average number of shares | ||||||||||||||
| Basic | 6,823 | 6,823 | ||||||||||||
| Diluted | 6,823 | 6,823 | ||||||||||||
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Financial Statements
(amounts in thousands)
| a) | Represents the estimated cash proceeds received from the disposition of SDC comprised of the base purchase price of $16,853, offset by the escrow amount of $900 and escrow expense of $5. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Asset Purchase Agreement. | |
| b) | Represents the recognition for the escrow amount receivable of $900. | |
| c) | Represents the elimination of the assets and liabilities associated with the disposition of SDC. | |
| d) | Represents the elimination of liabilities (accrued expenses) associated with the disposition of SDC of $6, offset by the accrual for estimated transaction costs of $859 incurred in connection with the disposition of SDC. | |
| e) | Represents the estimated pro forma gain on the disposition of SDC of $13,139, which is calculated as the difference between total consideration received for the disposition of SDC (including the escrow amount of $900 and escrow expense of $5) of $16,853 and the net assets of SDC presented in its historical balance sheet as of December 31, 2025 amounting to $2,287, net of transaction costs of $864 and income taxes of $563 (refer to adjustment (f) below). The actual gain on disposal will be based on the balance sheet information as of the closing of the disposition of SDC and may differ significantly. The pro forma gain on disposal has not been reflected in the unaudited pro forma condensed consolidated statements of operations as this amount pertains to discontinued operations and does not impact financial results from continuing operations. | |
| f) | Represents the estimated tax expense resulting from the gain on the disposition of SDC of $563 | |
| g) | Represents the elimination of operations relating to the disposition of SDC. | |
| h) | Represents the annual rentals of the Saugerties, New York facility to the Buyer. |