Form 8-K - Current report

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 (Date of earliest event reported): December 31, 2023

Sono-Tek Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 000-16035

New York		14-1568099
(State of Incorporation)		(I.R.S. Employer ID No.)

2012 Route 9W, Milton, New York		12547
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (845) 795-2020

Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under 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, $0.01 par value per share	SOTK	NASDAQ

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.

Item 7.01: Regulation FD Disclosure

Change of Chief Executive Officer

Effective as of December 31, 2023, Dr. Christopher L. Coccio transitioned from his position as Chief Executive Officer of Sono-Tek Corporation (the “Company”) to being the Company’s Executive Chairman. Dr. Coccio shall remain Chairman of the Company’s Board of Directors (the “Board”). As Executive Chairman, Dr. Coccio shall continue to play a senior leadership role in the Company’s management.

Effective upon Dr. Coccio’s transition, the Board had previously appointed R. Stephen Harshbarger to serve as the Company’s Chief Executive Officer. Mr. Harshbarger will also remain President of the Company. Mr. Harshbarger has over 30 years of experience in ultrasonic coating equipment for the electronics, medical device and advanced energy industries. He joined the Company in 1993 and was appointed President of the Company in 2012, elected a Director in 2013, and in August 2020, he assumed the Chief Operating Officer position as well. As President, he directed the Company’s Sales, Marketing, Engineering, Service, and Manufacturing Operations. Prior to becoming President, Mr. Harshbarger served as Sales Engineer, World-Wide Sales and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE) and Executive Vice President. In his years managing the sales organization, Mr. Harshbarger established a worldwide distribution and representative network in more than 40 countries consisting of more than 300 people, and contributing to revenue growth of greater than 400%.

Prior to joining the Company, Mr. Harshbarger was the Sales and Marketing Manager for Plasmaco Inc., a world leader in the development of flat panel displays. In that position, he established that company’s distribution network, participated in venture capital funding, and introduced the first flat panel technology to Wall Street trading floors. Mr. Harshbarger is a graduate of Bentley University with a major in Finance and a minor in Marketing.

On January 2, 2024, the Company issued a press release concerning the change of the Company’s Chief Executive Officer in the form attached as Exhibit 99.1 to this Report.

Executive Compensation

Effective January 1, 2024, each named officer’s annual salary and potential current fiscal year bonus compensation are as follows:

Officer	Salary	Potential Bonus
R. Stephen Harshbarger	$265,000	$45,000
Christopher L. Coccio	$160,000	$39,000
Stephen J. Bagley	$185,000	$37,000

The potential bonus is based on the Company’s achieving revenue of $18,470,000 and operating income of $1,121,000 for the 2024 fiscal year.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated January 2, 2024.
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.

SONO-TEK CORPORATION

By: /s/ Stephen J. Bagley

Stephen J. Bagley

Chief Financial Officer

January 5, 2024

Exhibit 99.1

Sono-Tek Completes Senior Management Transition

- Dr. Christopher Coccio becomes Executive Chairman, Stephen Harshbarger appointed CEO -

MILTON, NY, January 2, 2024 – Sono-Tek Corporation (NASDAQ: SOTK), the leading developer and manufacturer of ultrasonic coating systems, today announced that it has completed the senior management transition that was previously announced at the Company’s most recent annual meeting on August 24, 2023.

Effective as of December 31, 2023, Dr. Christopher L. Coccio transitioned from his position as Chief Executive Officer of Sono-Tek Corporation to the Company’s Executive Chairman. He will also continue to serve as Chairman of the Company’s Board of Directors. As Executive Chairman, Dr. Coccio will continue to play a senior leadership role in the Company’s management. Effective upon Dr. Coccio’s transition, the Board formalized the appointment of R. Stephen Harshbarger as the Company’s Chief Executive Officer. He will also remain President, a position he has held since 2012.

Dr. Christopher L. Coccio, Executive Chairman and Chairman of the Board of Directors of Sono-Tek, stated, “It has been my pleasure to serve as the CEO of Sono-Tek since 2001. For many of those years, I have worked together in partnership at the highest levels with Steve Harshbarger and together, we completed the turnaround of Sono-Tek and the strategic repositioning to focus on larger, more complex systems for production applications that has created the momentum we’ve been building. I have every confidence in his abilities to lead Sono-Tek forward, and he has all of my support as we continue working together to achieve the Company’s goals.”

Steve Harshbarger, Chief Executive Officer of Sono-Tek, added, “I’m excited to keep advancing the vision for Sono-Tek that I share with Dr. Coccio and am honored to have been mentored by him, and to now transition to the role of Chief Executive Officer. The shift in focus to developing multiple high technology applications for Sono-Tek’s proprietary ultrasonic coating technology has begun to pay off, and we believe that supported by our solid operational and financial foundation, Sono-Tek has a strong outlook for future growth.”

Mr. Harshbarger has over 30 years of experience in ultrasonic coating equipment for the electronics, medical device and advanced energy industries. He joined Sono-Tek in 1993 and was appointed President of the Company in 2012, elected a Director in 2013, and in August 2020, he assumed the Chief Operating Officer position as well. As President, he directed the Company’s Sales, Marketing, Engineering, Service, and Manufacturing Operations. Prior to becoming President, Mr. Harshbarger served as Sales Engineer, World-Wide Sales and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE) and Executive Vice President. In his years managing the sales organization, Mr. Harshbarger established a worldwide distribution and representative network in more than 40 countries consisting of more than 300 people, and contributing to revenue growth of greater than 400%.

About Sono-Tek

Sono-Tek Corporation is the leading developer and manufacturer of ultrasonic coating systems for applying precise, thin film coatings to protect, strengthen or smooth surfaces on parts and components for the microelectronics/electronics, alternative energy, medical and industrial markets, including specialized glass applications in construction and automotive.

The Company’s solutions are environmentally-friendly, efficient and highly reliable, and enable dramatic reductions in overspray, savings in raw material, water and energy usage and provide improved process repeatability, transfer efficiency, high uniformity and reduced emissions.

Sono-Tek’s growth strategy is focused on leveraging its innovative technologies, proprietary know-how, unique talent and experience, and global reach to further develop thin film coating technologies that enable better outcomes for its customers’ products and processes. For further information, visit www.sono-tek.com.

Safe Harbor Statement

This news release contains forward looking statements regarding future events and the future performance of Sono-Tek Corporation that involve risks and uncertainties that could cause actual results to differ materially. These “forward-looking statements’ are based on currently available competitive, financial and economic data and our operating plans. They are inherently uncertain, and investors must recognize that events could turn out to be significantly different from our expectations and could cause actual results to differ materially.

These factors include, among other considerations, general economic and business conditions; political, regulatory, tax, competitive and technological developments affecting our operations or the demand for our products; inflationary and supply chain pressures; residual effects from COVID-19 pandemic; maintenance of increased order backlog and timely completion and shipment of related product; the imposition of tariffs; timely development and market acceptance of new products and continued customer validation of our coating technologies; adequacy of financing; capacity additions, the ability to enforce patents; maintenance of operating leverage; maintenance of increased order backlog; consummation of order proposals; completion of large orders on schedule and on budget; continued sales growth in the medical and alternative energy markets; successful transition from primarily selling ultrasonic nozzles and components to a more complex business providing complete machine solutions and higher value subsystems; and realization of quarterly and annual revenues within the forecasted range of sales guidance. Sono-Tek undertakes no obligation to update any forward-looking statement.

For more information, contact:

Stephen J. Bagley

Chief Financial Officer

Sono-Tek Corporation

info@sono-tek.com

Investor Relations:

Stephanie Prince

PCG Advisory

(646) 863-6341

sprince@pcgadvisory.com

Cover	Dec. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Entity File Number	000-16035
Entity Registrant Name	SONO TEK CORP
Entity Central Index Key	0000806172
Entity Tax Identification Number	14-1568099
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	2012 Route 9W
Entity Address, City or Town	Milton
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	12547
City Area Code	(845)
Local Phone Number	795-2020
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 per share
Trading Symbol	SOTK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false