CVD Equipment 10Q/A 2021 Q3 Quarterly report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

--12-31Q32021

(Amendment No. 1)

(Mark One)
☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____ to _____

Commission file number: 1-16525

CVD EQUIPMENT CORPORATION

(Name of Registrant in Its Charter)

New York	11-2621692
*(State or Other Jurisdiction of* *Incorporation or Organization)*	*(I.R.S. Employer Identification No.)*

355 South Technology Drive Central Islip, New York 11722

*(Address of principal executive offices)*

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

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 whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,723,438 shares of Common Stock, $0.01 par value at February 25, 2022.

EXPLANATORY NOTE

CVD Equipment Corporation (the “Company”) is filing this Amendment No. 1 (this “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on November 15, 2021, solely for the purpose of filing exhibits previously referenced in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2021.

These exhibits include: (i) the Assignment, Assumption and Amendment Agreement dated as of July 26, 2021, amongst the Town of Islip Industrial Development Agency (the “IDA”), the Company, as assignor, and Steel 555 NRP, LLC , as assignee (the “Assignment Agreement”); (ii) the Second Amended and Restated Lease and Project Agreement, dated as of July 1, 2021, delivered on July 26, 2021, between the IDA and FAE Holdings 411519R, LLC (“FAE”) (a wholly owned subsidiary of the Company) (the “Amended Project Agreement”); (iii) the Agency Compliance Agreement, dated as of July 1, 2021, between the Company, the IDA, CVD Materials Corporation (“Materials”) (a wholly-owned subsidiary of the Company), and FAE (the “Compliance Agreement”); (iv) the Amended and Restated Sublease Agreement, dated as of July 26, 2021, between the Company, IDA, Materials, and FAE (the “Amended Sublease”).

Copies of the Assignment Agreement, Amended Project Agreement, Compliance Agreement, and Amended Sublease are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Form 10-Q/A, respectively.

This amendment continues to speak as of the original filing date of the Form 10-Q, and the Company has not updated the disclosure contained herein to reflect events that have occurred since the filing of the Form 10-Q. Accordingly, this amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Form 10-Q.

PART II.	OTHER INFORMATION

Item 6.	Exhibits

10.1†*	Assignment, Assumption and Amendment Agreement dated as of July 26, 2021

10.2†*	Second Amended and Restated Lease and Project Agreement, dated as of July 1, 2021

10.3*	Agency Compliance Agreement, dated as of July 1, 2021

10.4*	Amended and Restated Sublease Agreement, dated as of July 26, 2021

31.1*	Certification of Emmanuel Lakios, Chief Executive Officer, dated November 15, 2021

31.2*	Certification of Thomas McNeill, Chief Financial Officer, dated November 15, 2021

32.1*	Certification of Emmanuel Lakios, Chief Executive Officer, dated November 15, 2021, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*	Certification of Thomas McNeill, Chief Financial Officer, dated November 15, 2021, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.1**	Inline XBRL Instance.

101.SCH**	Inline XBRL Taxonomy Extension Schema.

101.CAL**	Inline XBRL Taxonomy Extension Calculation.

101.DEF**	Inline XBRL Taxonomy Extension Definition.

101.LAB**	Inline XBRL Taxonomy Extension Labels.

101.PRE**	Inline XBRL Taxonomy Extension Presentation.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

________________

*	Filed herewith.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be filed or part of a registration statement of prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

†	Certain schedules (or similar attachments) to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish copies of any such schedules or similar attachments to the SEC upon request.

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, this 1st day of March 2022.

	CVD EQUIPMENT CORPORATION


	By:	/s/ Emmanuel Lakios
		Emmanuel Lakios
		President and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Thomas McNeill
		Thomas McNeill
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and
		Accounting Officer)

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CVD Equipment (CVV) 10-Q/A2021 Q3 Quarterly report (amended)

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