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 5, 2025
Sono-Tek Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-40763
| 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 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On November 5, 2025, Sono-Tek Corporation (the “Company”) agreed with R. Stephen Harshbarger, the Company’s Chief Executive Officer and President, Christoper L. Coccio, the Company’s Executive Chairman, and Stephen J. Bagley, the Company’s Chief Financial Officer, to terminate the respective Executive Agreements between the Company and such officers (the “Original Agreements”). The Original Agreements provided for the Company to make certain payments to such officers if their employment with the Company was terminated without “Cause” (as defined in the Original Agreements) by the Company or if a “Resignation for Good Reason” (as defined in the Original Agreements) occurred following a “Change of Control” (as defined in the Original Agreements) of the Company.
On November 5, 2025, the Company entered into new Executive Agreements (the “Executive Agreements”) with each of Messrs. Harshbarger, Coccio and Bagley in replacement of the Original Agreements. The Executive Agreements provide for the Company to make certain payments to such officers if their employment with the Company is terminated without “Cause” (as defined in the Executive Agreements) by the Company or if a “Resignation for Good Reason” (as defined in the Executive Agreements) occurs following a “Change of Control” (as defined in the Executive Agreements) of the Company. The Executive Agreements are substantially similar to the Original Agreements, however, the Executive Agreements contain an expanded definition of “Resignation for Good Reason” in addition to other modifications.
On November 5, 2025, the Company entered into an Executive Agreement with Christopher Cichetti, the Company’s Chief Operating Officer.
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Executive Agreement by and between the Company and R. Stephen Harshbarger dated as of November 5, 2025. |
| 10.2 | Executive Agreement by and between the Company and Christopher L. Coccio dated as of November 5, 2025. |
| 10.3 | Executive Agreement by and between the Company and Stephen J. Bagley dated as of November 5, 2025. |
| 10.4 | Executive Agreement by and between the Company and Christopher Cichetti dated as of November 5, 2025. |
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 12, 2025