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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):
 
May 26, 2023
 
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 8.01. Other Events
 
On May 26, 2023, Tantaline CVD ApS (“Tantaline”), a wholly owned indirect subsidiary of CVD Equipment Corporation (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”), between Tantaline CVD Holding ApS (“Seller”), Thrawbo ApS (“Thrawabo”), and Priapos Holding ApS (“Priapos Holding” and together with Thrawabo, collectively, the “Purchasers”), pursuant to which the Seller sold all of the issued and outstanding shares of Tantaline (the “Shares”) to the Purchasers (the “Transaction”). The Transaction closed concurrently with the execution of the Purchase Agreement.
 
Pursuant to the terms and conditions of the Purchase Agreement, the Purchasers agreed to purchase the Shares for a nominal purchase price and further provide a series of royalty payments, equal to ten (10%) percent of Tantaline’s annual Net Profit (as defined in the Purchase Agreement), for a period of five (5) years post-closing. The Purchase Agreement also contains customary representations, warranties, and covenants.
 
On May 30, 2023, the Company issued a press release announcing the execution of the Purchase Agreement and the closing of the Transaction. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
99.1
 
Press Release dated May 30, 2023
104
 
Cover Page Interactive Data File (formatted as Inline XBRL)
 
 

 
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:  May 30, 2023
 
CVD EQUIPMENT CORPORATION
 
       
 
By:
/s/ Richard Catalano
 
 
Name:
Richard Catalano
 
 
Title: 
Vice President, Chief Financial Officer,
Secretary and Treasurer