CVD Equipment Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01. | Entry Into Material Definitive Agreement |
On March 23, 2026, CVD Equipment Corporation, a New York corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with the Atlas Copco Group based in Nacka, Sweden (the “Buyer”)
Under the Asset Purchase Agreement, the Company has agreed to sell to the Buyer all or substantially all of the assets related to the Company’s Stainless Design Concepts (“SDC”) business division and excluding any and all other assets of the Company and its Affiliates (as defined in the Asset Purchase Agreement), and the Buyer will assume certain specified liabilities, in each case as set forth in the Asset Purchase Agreement (collectively, the “Transaction”).
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 following the closing of the Transaction.
The aggregate consideration payable to the Company in connection with the Transaction will be an amount equal to $16,900,000 (the “Purchase Price”), subject to a Purchase Price Adjustment (as defined in the Asset Purchase Agreement).
At the closing of the Transaction (the “Closing”), the Buyer will place $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.
The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties, including, among other things, covenants regarding the operations of SDC between signing and the Closing, delivery of consents and approvals, and employee-related matters. The Closing is also subject to customary closing conditions, including the receipt of necessary third-party consents, the absence of any legal restraint prohibiting the transaction, and the satisfaction of other conditions customary for transactions of this nature.
The Buyer and the Company are required to use their reasonable best efforts to consummate the Transaction. The Closing is expected during the second quarter of 2026.
On March 23, 2026, the Company issued a press release announcing 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 |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 24, 2026 | |
| 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: March 24, 2026
| CVD EQUIPMENT CORPORATION | ||
| By: | /s/ Richard Catalano | |
| Name: | Richard Catalano | |
| Title: | Executive Vice President, Chief Financial Officer, Secretary and Treasurer | |