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

June 30, 2023

Date of Report: (Date of earliest event reported)

Cyanotech Corporation

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 000-14602 (Commission File Number) 91-1206026 (IRS Employer Identification Number)

73-4460 Queen Kaahumanu Highway, Suite #102, Kailua Kona, HI 96740

(Address of principal executive offices)

(808) 326-1353

(Registrant’s telephone number)

Not Applicable

(Former name or former address, if changed since last report)

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, $0.02 par value per share	CYAN	NASDAQ

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:

☐  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 June 30, 2023, Cyanotech Corporation (the “Company”) and Skywords Family Foundation, Inc. (“Skywords”) executed a letter of intent (“LOI”) to commence drafting and negotiating a definitive Second Amendment (the “Second Amendment”) to the Amended and Restated Promissory Note, dated as of April 12, 2021, as amended on December 14, 2022 (the “Note”), pursuant to which the revolving amount that the Company may borrow from time to time under the Note would increase from $1,000,000 to $2,000,000, with all other terms of the Note remaining the same.

As of the date of the LOI, the outstanding principal balance on the Note was $1,000,000, and the balance on the revolving amount borrowed was $750,000. Skywords is controlled by Michael Davis, the Company’s Chairman of the Board of Directors and largest stockholder.

Entry into the Second Amendment is subject to the completion of definitive documentation, the consent of First Foundation Bank, approval by the U.S. Department of Agriculture, and the other terms and conditions specified in the LOI.

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.

	CYANOTECH CORPORATION
Dated: July 5, 2023	/s/ Felicia Ladin
	By:	Felicia Ladin
		Chief Financial Officer, Vice President – Finance & Administration, and Treasurer (Principal Financial Officer)