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): November 4, 2024

 

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: [phone]

 

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 7.01: Regulation FD Disclosure

 

On November 4, 2024, Sono-Tek Corporation issued a press release regarding the implementation of a share repurchase program in the form attached as exhibit 99.1.

 

The information furnished pursuant to 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 under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01: Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1       Press Release dated November 4, 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

November 4, 2024

 

 

 

Exhibit 99.1

 

Sono-Tek Announces Share Buyback

 

MILTON, N.Y., November 4, 2024, Sono-Tek Corporation (Nasdaq: SOTK), the leading developer and manufacturer of ultrasonic coating systems, today announced that its Board of Directors has authorized the repurchase of up to $2.0 million of Sono-Tek’s outstanding common stock (the “Repurchase Program”).

 

Dr. Christopher L Coccio, Executive Chairman, stated, “We are pleased to announce the Repurchase Program and believe that it demonstrates our financial strength and confidence in our long-term growth strategy. With our solid balance sheet and record backlog, we believe this program represents an attractive opportunity to further enhance shareholder value while maintaining the flexibility to invest in our strategic initiatives.”

 

Under the Repurchase Program, Sono-Tek may repurchase for cash from time-to-time shares of its common stock through open market purchases or by other means pursuant to a Rule 10b-18 plan, in compliance with applicable securities laws and other legal requirements. The volume, timing, and manner of any repurchases will be determined at Sono-Tek’s sole discretion, subject to general market conditions, as well as Sono-Tek’s management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The Repurchase Program does not obligate Sono-Tek to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at Sono-Tek’s discretion.

 

Sono-Tek currently expects to fund the Repurchase Program from existing cash on hand and future cash flows. As of August 31, 2024, Sono-Tek had cash, cash equivalents and marketable securities of approximately $11.6 million and has no debt on its balance sheet. SOTK had approximately 15,751,000 shares of common stock outstanding as of August 31, 2024.

 

About Sono-Tek

 

Sono-Tek Corporation is a global leader in the design and manufacture of ultrasonic coating systems that are shaping industries and driving innovation worldwide.  Our ultrasonic coating systems are used to apply thin films onto parts used in diverse industries including microelectronics, alternative energy, medical devices, advanced industrial manufacturing, and research and development sectors worldwide.  Sono-Tek's inroads into the clean energy sector are showing transformative results in next-gen solar cells, fuel cells, green hydrogen generation, and carbon capture applications. 

 

Our product line is rapidly evolving, transitioning from R&D to high-volume production machines with significantly higher average selling prices, showcasing our market leadership and adaptability. Our comprehensive suite of thin film coating solutions and application consulting services are expected to generate unparalleled results for our clients and help some of the world's most promising companies achieve technological breakthroughs and bring them to the market. We strategically deliver our products to customers through a network of direct sales personnel, carefully chosen independent distributors, and experienced sales representatives, ensuring efficient market reach across diverse sectors around the globe.

 

Our 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.

 

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

 

Forward-Looking Statements

 

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, purchases under and funding of the Repurchase Program; general economic and business conditions, including political, regulatory, tax, competitive and technological developments affecting our operations or the demand for our products; inflationary and supply chain pressures; continued private and public funding for the clean energy sector and continued strong demand for Sono-Tek’s suite of thin film coating solutions and application consulting services in the clean energy and other markets; maintenance of order backlog; 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; consummation of order proposals; completion of large orders on schedule and on budget; 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. We undertake no obligation to update any forward-looking statement.

 

For more information:

 

Sono-Tek Corp.

Stephen J. Bagley

Chief Financial Officer

Ph: [phone]

[e-mail]

 

Investor Relations

Kirin Smith

PCG Advisory, Inc.

[e-mail]

Cover	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2024
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

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