8-K

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: February 7, 2023

Coherent Corp.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-39375	25-1214948
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056

(Address of Principal Executive Offices) (Zip Code)

(724) 352-4455

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ 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, no par value	COHR	The Nasdaq Stock Market LLC
6.00% Series A Mandatory Convertible Preferred Stock, no par value	IIVIP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(d) On February 7, 2023, Coherent Corp. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Company will voluntarily withdraw the listing of its common stock, no par value (the “Common Stock”) and its 6.00% Series A Mandatory Convertible Preferred Stock, no par value (the “Series A Mandatory Convertible Preferred Stock”) from Nasdaq and transfer the listing of the Common Stock and Series A Mandatory Convertible Preferred Stock to the New York Stock Exchange (the “NYSE”), effective as of the close of trading on February 22, 2023. The Common Stock and Series A Mandatory Convertible Preferred Stock are expected to begin trading on the NYSE on Thursday, February 23, 2023, under the ticker symbols “COHR” and “IIVI”, respectively. The transfer of the listing of the Common Stock and Series A Mandatory Convertible Preferred Stock was previously approved by the Company’s Board of Directors.

Item 7.01 Regulation FD Disclosure

The Company issued a press release announcing the anticipated transfer of the Common Stock and Series A Mandatory Convertible Preferred Stock to the NYSE from Nasdaq. The press release has been furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 99.1	Press Release dated February 8, 2023
Exhibit 104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

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.

	Coherent Corp.
Date: February 8, 2023	By:	/s/ Ronald Basso
		Ronald Basso
		Chief Legal Officer and Compliance Officer

EX-99.1

EXHIBIT 99.1

Coherent Corp. 375 Saxonburg Blvd. Saxonburg, PA 16056-9499

PRESS RELEASE

COHERENT CORP. MOVES TO THE NYSE

COHERENT CORP. ANNOUNCES TRANSFER OF COMMON STOCK AND SERIES A MANDATORY CONVERTIBLE PREFERRED STOCK LISTINGS TO THE NEW YORK STOCK EXCHANGE

PITTSBURGH, Feb. 8, 2023 (GLOBE NEWSWIRE) – Coherent Corp. (Nasdaq: COHR) (“Coherent,” “We” or the “Company”), a global leader in materials, networking, and lasers, today announced that it is transferring the listing of its common stock and its 6.00% Series A Mandatory Convertible Preferred Stock to the New York Stock Exchange (the “NYSE”) from The Nasdaq Stock Market LLC (“Nasdaq”).

The Company expects that its common stock and 6.00% Series A Mandatory Convertible Preferred Stock will cease trading on Nasdaq at the close of trading on Wednesday, February 22, 2023. The Company expects that its common stock and 6.00% Series A Mandatory Convertible Preferred Stock will begin trading on the NYSE on Thursday, February 23, 2023, under the ticker symbols of “COHR” and “IIVI”, respectively.

“It is exciting for us at Coherent to join the NYSE, one of the world’s most prestigious trading platforms. Our company has undergone a tremendous period of transformation, and this move is part of that,” said Dr. Vincent D. Mattera, Jr., Chair and CEO. “We look forward to a fruitful relationship as our company continues to grow and we deliver greater shareholder value, and we thank the Nasdaq for their support since our IPO in 1987.”

Forward-looking Statements

This press release contains forward-looking statements relating to future events and expectations that are based on certain assumptions and contingencies, including statements regarding the Company’s continued growth and the delivery of greater shareholder value. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the dates on which trading of the Company’s common stock and Series A Mandatory Convertible Preferred Stock are expected to cease on Nasdaq and commence on the NYSE. The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance, or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures.

The Company believes that all forward-looking statements made by it in this press release have a reasonable basis, but there can be no assurance that management’s expectations, beliefs, or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include but are not limited to: (i) the failure of any one or more of the assumptions stated herein to prove to be correct; and (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and additional risk factors that may be identified from time to time in filings of the Company. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise.

About Coherent

Coherent empowers market innovators to define the future through breakthrough technologies, from materials to systems. We deliver innovations that resonate with our customers in diversified applications for the industrial, communications, electronics, and instrumentation markets. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. For more information, please visit us at coherent.com.

Contact

Mary Jane Raymond

Treasurer and Chief Financial Officer

investor.relations@coherent.com

coherent.com/company/investor-relations

# # #

coherent.com | T. 724 352 4455 1

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Document And Entity Information [Line Items]
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Document Type	8-K
Document Period End Date	Feb. 07, 2023
Entity Registrant Name	Coherent Corp.
Entity Incorporation State Country Code	PA
Entity File Number	001-39375
Entity Tax Identification Number	25-1214948
Entity Address, Address Line One	375 Saxonburg Boulevard
Entity Address, City or Town	Saxonburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16056
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Common Stock [Member]
Document And Entity Information [Line Items]
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Series A Mandatory Convertible Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.00% Series A Mandatory Convertible Preferred Stock, no par value
Trading Symbol	IIVIP
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