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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 28, 2024
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)
(631)
981-7081
(Registrant’s
Telephone Number, Including Area Code)
(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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
On
and effective as of May 28, 2024, the Board of Directors (the “Board”) of CVD Equipment Corporation (the “Company”)
voted to appoint Andrew Africk to serve as a member of the Board. Immediately prior to the appointment of Mr. Africk, the Board voted
to expand the number of directors constituting the full Board from six to seven.
Mr.
Africk is the founder of Searay Capital LLC, a private investment company. Mr. Africk established Searay Capital in July 2013 after 21
years leading private equity and capital markets investments for Apollo Global Management. As a Senior Partner at Apollo, Mr. Africk
was responsible for investments in technology and communications, and he has 30 years of experience financing, analyzing and investing
in public and private companies. In the last five years, Mr. Africk has served on the board of directors of ADT Inc., which provides
residential and commercial security systems and services. Additionally, Mr. Africk serves on the Board of Advisors of the University
of Pennsylvania School of Engineering and Applied Science. Mr. Africk graduated from UCLA with a B.A. in Economics, from the University
of Pennsylvania Law School with a J.D., and from the University of Pennsylvania’s Wharton School of Business with an MBA.
In
accordance with the Company’s non-employee director compensation policy adopted on October 1, 2021, as a non-employee director
of the Company, Mr. Africk is entitled to receive cash compensation in the amount of $40,000 per year for his service on the Board and
$40,000 of restricted stock that vests quarterly over his term of service.
There
are no family relationships between Mr. Africk and any director or executive officer of the Company and he was not selected by the Board
to serve as a director pursuant to any arrangement or understanding with any person. Mr. Africk has not engaged in any transaction that
would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
A
copy of the Company’s press release announcing the appointment of Mr. Africk is attached as Exhibit 99.1 hereto and is incorporated
by reference herein.
Item
9.01. |
Financial
Statements and Exhibits |
(d)
Exhibits
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 29, 2024
|
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 | F 631.981.7095 | info@cvdequipment.com |
CVD
Equipment Corporation Announces Appointment of
Andrew
Africk to its Board of Directors
CENTRAL
ISLIP, N.Y., (Business Wire) – May 29, 2024 - CVD Equipment Corporation (NASDAQ: CVV), a leading provider of chemical vapor deposition
and thermal process equipment, announced today it had appointed Andrew Africk to its Board of Directors. The Board of Directors also
approved an expansion of the number of directors from the current level of six to seven.
“We
are delighted that Mr. Africk has agreed to join our Board,” said Lawrence J. Waldman, Chairman of CVD Equipment Corporation’s
Board of Directors. “We appreciate his support of the company as our largest shareholder, and we welcome his extensive corporate
and financial experience that will be invaluable to our Board of Directors and executive management team.”
Mr.
Africk is the founder of Searay Capital LLC, a private investment company. Mr. Africk established Searay Capital in July 2013 after 21
years leading private equity and capital markets investments for Apollo Global Management. As a Senior Partner at Apollo, Mr. Africk
was responsible for investments in technology and communications, and he has 30 years of experience financing, analyzing and investing
in public and private companies. Mr. Africk graduated from UCLA with a B.A. in Economics, from the University of Pennsylvania Law School
with a J.D., and from the University of Pennsylvania’s Wharton School of Business with an MBA.
Manny
Lakios, President and CEO of CVD Equipment Corporation, also commented, “I am very pleased to have Mr. Africk join our Board of
Directors. His in-depth knowledge of the technology sector will add an additional perspective and
allow him to contribute as a member of the Board of Directors strategically as we focus on key markets of high power electronics, battery
materials, aerospace and industrial applications.”
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. Our products are used in production environments as well as research
and development centers, both academic and corporate. Major target markets include high power electronics (silicon carbide), EV battery
materials / energy storage (carbon nanotubes, graphene and silicon nanowires), aerospace & defense (ceramic matrix composites) and
industrial applications. Through its application laboratory, the Company allows customers the option to bring their process tools to
our laboratory and to work collaboratively with our scientists and engineers to optimize process performance.
www.cvdequipment.com | www.firstnano.com | www.stainlessdesign.com
 |
enabling
tomorrow’s technologies™ |
The
Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information
included in this press release (as well as information included in oral statements or other written statements made or to be made by
CVD Equipment Corporation) contains statements that are forward-looking. All statements other than statements of historical fact are
hereby identified as “forward-looking statements, “as such term is defined in Section 27A of the Securities Exchange Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward looking information involves a
number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated
by management. Potential risks and uncertainties include, among other factors, market and business conditions, the success of CVD Equipment
Corporation’s growth and sales strategies, the possibility of customer changes in delivery schedules, cancellation of, or failure
to receive orders, potential delays in product shipments, delays in obtaining inventory parts from suppliers and failure to satisfy customer
acceptance requirements, competition in our existing and potential future product lines of business, including our PVT systems; our ability
to obtain financing on acceptable terms if and when needed; uncertainty as to our ability to develop new products for the high power
electronics market; uncertainty as to our future profitability; uncertainty as to any future expansion of the Company; uncertainty as
to our ability to adequately obtain raw materials and components from foreign markets in light of geopolitical developments; and other
risks and uncertainties that are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and
the Company’s other filings with the Securities and Exchange Commission. For forward-looking statements in this release, the Company
claims the protection of the safe harbor of the Private Securities Litigation Reform Act of 1995. The Company assumes no obligations
to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. Past performance
is not a guarantee of future results.
For
further information about this topic please contact:
Richard
Catalano, Executive Vice President & CFO
Phone:
(631) 981-7081
Email:
investorrelations@cvdequipment.com
www.cvdequipment.com
| www.cvdmaterialscorp.com | www.stainlessdesign.com
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