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)

July 30, 2024

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)

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 Symbols(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HDSN	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 July 30, 2024 Hudson Technologies, Inc. (the “Company”) appointed Brian J. Bertaux as its Vice President, Chief Financial Officer and Secretary. Simultaneously, on such date, Nat Krishnamurti stepped down, effective immediately, from his positions as Vice President, Chief Financial Officer and Secretary of the Company.

Mr. Bertaux, age 54, has been Chief Financial Officer of Brown Haven Homes since 2023 and previously served as a consultant and then as Vice President – Finance of vonDrehle Corporation from 2021 until its sale in December 2022. Mr. Bertaux previously served in various roles of increasing responsibility at Trex Company, Inc., a publicly traded manufacturer of composite decking and railing products, from 2000 through 2020, including as Interim President of Trex Commercial Products (2020), Senior Director, Finance and Strategy (2017-2019) and Senior Director – Finance and IT (2012-2017). Mr. Bertaux earned an MBA from the University of Maryland and a B.S. in Finance and Accounting from Frostburg State University and is a Certified Public Accountant and Certified Treasury Professional.

Mr. Bertaux will be employed by the Company on an at-will basis and will receive an initial base salary of $357,000 per year, with a target bonus of 35% of base salary. He will also receive: (i) an $11,000 sign-on bonus after 30 days of employment and (ii) a grossed-up relocation payment of $15,000 payable after one year of employment and upon verification of his relocation to New Jersey.

Item 7.01.

Regulation FD Disclosure.

On July 30, 2024, the Company issued a press release announcing the above-referenced management changes. 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 July 30, 2024
	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: July 30, 2024

	HUDSON TECHNOLOGIES, INC.

	By:	/s/ Brian F. Coleman
	Name:	Brian F. Coleman
	Title:	Chairman of the Board, President and Chief Executive Officer

Exhibit 99.1

HUDSON TECHNOLOGIES ANNOUNCES APPOINTMENT OF BRIAN J. BERTAUX AS CHIEF FINANCIAL OFFICER

Woodcliff Lake, NJ – July 30, 2024– 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 Brian J. Bertaux to the role of Chief Financial Officer, effective immediately. Mr. Bertaux replaces Nat Krishnamurti who is leaving the Company to pursue other endeavors.

Brian Bertaux is a seasoned finance executive and previously spent 20 years at Trex, an NYSE-traded company that is the world’s largest manufacturer of high performance, low maintenance composite decking and railing. During Mr. Bertaux’s tenure at Trex, the company grew annual revenue from $100 million to $900 million, and achieved a market cap of $10 billion. At Trex he served in roles of increasing responsibility, eventually serving as interim President, Trex Commercial Products. Earlier in his time at Trex, he served as Senior Director, Finance and Strategy with oversight of the finance, accounting and IT functions. More recently, Mr. Bertaux served as Vice President, Finance for vonDrehle Corporation, a provider of premium paper products, which was acquired by Marcal Paper in December 2022. He joins Hudson from Brown Haven Homes, a designer and builder of custom homes in the southeast, where he served as Chief Financial Officer. Brian earned a B.S., Finance and Accounting from Frostburg State University and an MBA from the University of Maryland. He is a Certified Public Accountant (CPA) and a Certified Treasury Professional (CTP).

Brian F. Coleman, President and Chief Executive Officer of Hudson commented, “We are pleased to welcome Brian to Hudson Technologies and believe that with his extensive experience and proven success as a senior level financial executive at both public and private entities, he brings a skillset and expertise ideally suited to his new role at our Company. I look forward to working closely with Brian as we focus on expanding Hudson’s leadership role in the cooling and reclamation industry and driving shareholder value.

“I would also like to thank Nat Krishnamurti for his many years of service; we wish him well as he pursues new opportunities.”

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 its existing credit facility, 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, and other risks detailed in the Company's 10-K for the year ended December 31, 2023 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@imsinvestorrelations.com

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

Cover	Jul. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 30, 2024
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