Form 8-K

8-K — CVD EQUIPMENT CORP

Accession: 0001493152-26-015505

Filed: 2026-04-07

Period: 2026-04-01

CIK: 0000766792

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

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0000766792

2026-04-01

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT PURSUANT

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 ☐

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

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.

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

CVD

EQUIPMENT CORPORATION AND SUBSIDIARIES

Unaudited

Pro Forma Consolidated Financial Information

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).

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.

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

of December 31, 2025

(in

thousands, except per share amounts)

Pro

Forma

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

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

(2 )

(c)

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

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

Additional

paid-in capital

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

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

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

Interest

expense

(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

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

Diluted

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

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 )

Total

operating expenses, net

8,467

(1,134 )

7,333

Operating

loss

(2,416 )

(2,561 )

(4,977 )

Other

income (expense):

Interest

income

559

Interest

expense

(19 )

Other

income

183

(h)

185

Total

other income, net

542

183

725

Loss

before income tax

(1,874 )

(2,378 )

(4,252 )

Income

tax expense

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

Diluted

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.

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Cover

Apr. 01, 2026

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EQUIPMENT CORPORATION

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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