Form 8-K - Current report

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)

October 11, 2023

Hudson Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-13412		13-3641539
(Commission File Number)		(IRS Employer Identification No.)

300 Tice Boulevard, Suite 290, Woodcliff Lake, New Jersey		07677
(Address of Principal Executive Offices)		(Zip Code)

(845) 735-6000

(Registrant's Telephone Number, Including Area Code)

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 Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HDSN	Nasdaq Capital Market

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))

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

Election of New Director

On October 11, 2023, upon the recommendation of the Nominating Committee, the Board of Directors (the “Board”) of Hudson Technologies, Inc. (the “Company”) elected Kathleen L. Houghton to the Board, effective immediately. Ms. Houghton’s term will expire at the Company’s annual meeting of stockholders expected to be held in June 2024. There are no arrangements or understandings between Ms. Houghton and any other persons pursuant to which she was elected as a director. As an employee of the Company, the Board has determined that Ms. Houghton does not qualify as an independent director within the meaning of the listing standards of the Nasdaq Stock Market. Ms. Houghton is not being appointed to any Board committees. Additionally, other than previously disclosed executive compensation arrangements, there are no transactions involving the Company and Ms. Houghton that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Ms. Houghton, age 51, has been Vice President — Sales and Marketing of the Company since May 2019 and joined the Company in November 2014 as Director of Marketing. She has over 25 years of marketing experience within industrial manufacturing companies. Her previous roles include 16 years with Kidde-Fenwal/United Technologies, including Director of Marketing Global Suppression. Other prior positions include Vice President, Marketing at C&M Corporation and Vice President, Sales & Marketing at Safety Hi-Tech USA. Ms. Houghton holds an MBA from Boston University as well as a Bachelor of Mechanical Engineering (Hons) and a Bachelor of Commerce (Marketing) from Monash University in Australia. Ms. Houghton brings over 25 years of sales and marketing experience and plays a key role in the Company’s strategic planning and growth.

Resignation of Director

On October 11, 2023, Stephen P. Mandracchia provided notice to the Company of his resignation as a member of the Board, effective immediately. Mr. Mandracchia’s decision to resign was not the result of any disagreement with the Company. In connection with his departure, the Company agreed to extend the exercise period of Mr. Mandracchia’s outstanding stock options to purchase an aggregate of 25,076 shares of Company common stock through the respective original terms thereof.

Item 7.01.

Regulation FD Disclosure.

On October 12, 2023, the Company issued a press release announcing changes to its Board. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

	Exhibit 99.1	Press Release issued October 12, 2023
	Exhibit 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 hereunto duly authorized.

Date: October 12, 2023

	HUDSON TECHNOLOGIES, INC.

	By:	/s/ Nat Krishnamurti
	Name:	Nat Krishnamurti
	Title:	Chief Financial Officer & Secretary

Exhibit 99.1

HUDSON TECHNOLOGIES ANNOUNCES APPOINTMENT OF KAthleen l. houghton to board of directors

WoodclifF lake, nj – October 12, 2023 – Hudson Technologies, Inc. (NASDAQ: HDSN), a leading provider of innovative and sustainable refrigerant products and services to the Heating, Ventilation, Air Conditioning, and Refrigeration industry – and one of the nation’s largest refrigerant reclaimers – today announced the appointment of Kathleen L. Houghton to the Company’s Board of Directors. Ms. Houghton currently serves as Hudson’s Vice President – Sales and Marketing and will fill the vacancy resulting from the concurrent resignation of Stephen P. Mandracchia from the Board.

Kate Houghton joined Hudson Technologies in 2014 as Director of Marketing, was appointed to her current role in 2019, and was named an executive officer of the Company in 2020. She has 30 years of marketing experience within industrial manufacturing companies. Her previous roles include 16 years with Kidde-Fenwal/United Technologies, including Director of Marketing Global Suppression. Other prior positions include Vice President, Marketing at C&M Corporation and Vice President, Sales & Marketing at Safety Hi-Tech USA. Kate holds an MBA from Boston University as well as a Bachelor of Mechanical Engineering (Hons) and a Bachelor of Commerce (Marketing) from Monash University in Australia.

Since joining Hudson, Kate has played a critical role in the development and implementation of Hudson’s sales and marketing strategies, while also serving as a key voice for the Company on sustainable cooling and refrigerant management practices. She has built and continues to develop a high performing nationwide sales organization, which under her leadership, has significantly contributed to Hudson’s ability to more than double its annual revenue from $162.1 million in 2019 to $325.2 million in 2022.

During 2023, thanks in large part to efforts implemented by Kate and her team, Hudson’s refrigerant recovery services and technology were recognized as a Top 10 product for 2023 by BuildingGreen. Additionally, under Kate’s stewardship, earlier this year the Company joined the EPA’s GreenChill Advanced Refrigeration Partnership and recently Hudson’s EMERALD Refrigerants™ were named a Top Product of 2023 by Environment + Energy Leader. Kate has also been instrumental in establishing Hudson as a thought leader and educational resource in the HVACR industry, regularly addressing industry conferences and conducting training sessions to highlight the important role of recovery and the use of reclaimed refrigerants. To date, Kate has presented to HVAC Excellence, ACCA, PHCC, Circular City and ACHR among others.

Brian F. Coleman, President and Chief Executive Officer of Hudson Technologies commented, “We are pleased to welcome Kate to the Board and believe her proven sales & marketing, business development, and customer relationship expertise, coupled with her extensive experience in our industry, will bring valuable perspective to the Board as we drive growth and expand our reach in the markets we address. Having worked with Kate for many years, I have no doubt that her knowledge of our industry and its continuous evolution to cleaner refrigerants and cooling systems will enable her to provide unique insight as we broaden our product and service offerings to advance the Company’s leadership position in the cooling and reclamation industries, and as we work to promote the circular economy of refrigerants.”

“We also thank Steve for his service on the Board of Directors. Steve has been a key contributor to our progress and provided important perspective and knowledge as the Company has evolved and grown. We want to thank Steve for all of his contributions and many roles as both an officer and a director of the Company.”

About Hudson Technologies

Hudson Technologies, Inc. is a leading provider of innovative and sustainable refrigerant products and services to the Heating Ventilation Air Conditioning and Refrigeration industry. For nearly three decades, we have demonstrated our commitment to our customers and the environment by becoming one of the first in the United States and largest refrigerant reclaimers through multimillion dollar investments in the plants and advanced separation technology required to recover a wide variety of refrigerants and restoring them to Air-Conditioning, Heating, and Refrigeration Institute standard for reuse as certified EMERALD Refrigerants™. The Company's products and services are primarily used in commercial air conditioning, industrial processing and refrigeration systems, and include refrigerant and industrial gas sales, refrigerant management services consisting primarily of reclamation of refrigerants and RefrigerantSide® Services performed at a customer's site, consisting of system decontamination to remove moisture, oils and other contaminants. The Company’s SmartEnergy OPS® service is a web-based real time continuous monitoring service applicable to a facility’s refrigeration systems and other energy systems. The Company’s Chiller Chemistry® and Chill Smart® services are also predictive and diagnostic service offerings. As a component of the Company’s products and services, the Company also generates carbon offset projects.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements contained herein which are not historical facts constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changes in the laws and regulations affecting the industry, changes in the demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of, refrigerants), the Company's ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, the ability to meet financial covenants under existing credit facilities, any delays or interruptions in bringing products and services to market, the timely availability of any requisite permits and authorizations from governmental entities and third parties as well as factors relating to doing business outside the United States, including changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest and currency exchange rates, of countries in which the Company may seek to conduct business, the Company’s ability to successfully integrate any assets it acquires from third parties into its operations, the impact of the current COVID-19 pandemic, and other risks detailed in the Company's 10-K for the year ended December 31, 2022 and other subsequent filings with the Securities and Exchange Commission. The words "believe", "expect", "anticipate", "may", "plan", "should" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Investor Relations Contact:
John Nesbett/Jennifer Belodeau

IMS Investor Relations
(203) 972-9200

jnesbett@institutionalms.com

Company Contact:
Brian F. Coleman, President & CEO
Hudson Technologies, Inc.
(845) 735-6000
bcoleman@hudsontech.com

Cover	Oct. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 11, 2023
Entity File Number	1-13412
Entity Registrant Name	HUDSON TECHNOLOGIES INC /NY
Entity Central Index Key	0000925528
Entity Tax Identification Number	13-3641539
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	300 Tice Boulevard
Entity Address, Address Line Two	Suite 290
Entity Address, City or Town	Woodcliff Lake
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07677
City Area Code	845
Local Phone Number	735-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	HDSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false