8-K

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):

November 3, 2022

CVD EQUIPMENT CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York	1-16525	11-2621692
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

355 South Technology Drive Central Islip, New York	11722
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (631) 981-7081

(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 Symbol(s)	Name of each exchange on which registered
Common Stock	CVV	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 1.01. Entry into a Material Definitive Agreement.

Amendments to the Agreement of Purchase and Sale dated September 21, 2022:

As previously reported by CVD Equipment Corporation (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2022, on September 22, 2022 the Company entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with 355 Technology Drive Owner LLC (the “Purchaser”), in connection with a “sale-leaseback” transaction of its headquarters facility located at 355 South Technology Drive, Central Islip, NY, as more fully described in the Purchase Agreement, for a purchase price of $28,500,000.

The Purchaser originally had thirty (30) business days from date of the Purchase Agreement to complete its due diligence (the “Due Diligence Period”), during which time the Purchaser retained the right to cancel the Purchase Agreement.

On November 3, 2022, the Company and the Purchaser executed an amendment to the Purchase Agreement (the “Second Amendment”), pursuant to which the parties extended the Due Diligence Period to 5:00 pm Eastern Time on November 4, 2022. Except as set forth in the Second Amendment, all other terms, conditions, and provisions of the Purchase Agreement, including the original closing date, remained in full force and effect.

On November 4, 2022, the Company and the Purchaser executed an additional amendment to the Purchase Agreement (the “Third Amendment”), pursuant to which the parties extended the Due Diligence Period to 5:00 pm Eastern Time on November 11, 2022. Except as set forth in the Third Amendment, all other terms, conditions, and provisions of the Purchase Agreement, including the original closing date, remain in full force and effect.

The foregoing summary of the material terms of the Second Amendment and Third Amendment are qualified entirely by reference to the full text of the Second Amendment and Third Amendment, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

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:  November 8, 2022

CVD EQUIPMENT CORPORATION
By:	/s/ Richard Catalano
Name:	Richard Catalano
Title:	Vice President, Chief Financial Officer, Secretary and Treasurer

XML

Document And Entity Information	Nov. 03, 2022
Document Information [Line Items]
Entity, Registrant Name	CVD EQUIPMENT CORPORATION
Document, Type	8-K
Document, Period End Date	Nov. 03, 2022
Entity, Incorporation, State or Country Code	NY
Entity, File Number	1-16525
Entity, Tax Identification Number	11-2621692
Entity, Address, Address Line One	355 South Technology Drive
Entity, Address, City or Town	Central Islip
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	11722
City Area Code	631
Local Phone Number	981-7081
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CVV
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000766792