SONO TEK CORP 10-K

ITEM 9A CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”)) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by us in the reports we file or submit under the Act is (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Chairman & CEO (principal executive officer) and Chief Financial Officer (principal accounting officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of and for the year ended February 28, 2023. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B OTHER INFORMATION - None. ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. – Not Applicable. 29 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Identification of Directors Name Age Position with the Company Christopher L. Coccio, Ph.D. 82 Chief Executive Officer, Chairman and Director R. Stephen Harshbarger 55 President and Director Eric Haskell, CPA 76 Director* Donald F. Mowbray, Ph.D. 85 Director Carol O’Donnell 66 Director* Joseph Riemer, Ph.D. 74 Director Philip A. Strasburg, CPA 84 Director* * Member of the Audit Committee. The Board of Directors is divided into two classes. The directors in each class serve for a term of two years. The terms of the classes are staggered so that only one class of directors is elected at each annual meeting of the Company. The terms of Drs. Coccio and Riemer and Messrs. Strasburg and Harshbarger run until the annual meeting to be held in 2023. The terms of Dr. Mowbray, Mr. Haskell and Ms. O’Donnell run until the annual meeting to be held in 2024, and in each case until their respective successors are duly elected and qualified. Audit Committee The Company has a separate designated standing Audit Committee established and administered in accordance with SEC rules. The three members of the Audit Committee are Philip A. Strasburg, CPA (who serves as Chairman of the Audit Committee), Carol O’Donnell and Eric Haskell, CPA. The Board of Directors has determined that each member of the Audit Committee meets the independence criteria prescribed by NASDAQ governing the qualifications for audit committee members and each Audit Committee member meets NASDAQ’s financial knowledge requirements. The Board of Directors has determined that Mr. Strasburg qualifies as an “audit committee financial expert,” as defined in the rules and regulations of the SEC. The Audit Committee is responsible for (i) selecting an independent public accountant for ratification by the stockholders, (ii) reviewing material accounting items affecting the consolidated financial statements of the Company, and (iii) reporting its findings to the Board of Directors. Compensation Committee The Company’s executive compensation is administered by the Compensation Committee of the Board of Directors. The members of the Compensation Committee are Drs. Mowbray and Riemer and Mr. Strasburg, all of whom have been determined by the Board to be independent in accordance with NASDAQ’s requirement for independent director oversight of executive officer compensation. Nominating Committee There have been no changes to the procedures by which shareholders may recommend nominees to the Board of Directors. 30 Identification of Executive Officers Name Age Position with the Company Stephen J. Bagley, CPA 60 Chief Financial Officer Christopher C. Cichetti 41 Vice President – Sales and Application Engineering Christopher L. Coccio, Ph.D. 82 Chief Executive Officer, Chairman and a Director Robb W. Engle 52 Executive Vice President R. Stephen Harshbarger 55 President and Director Maria T. Kuha 46 Vice President – Manufacturing Operations The foregoing officers are appointed for terms of one year or until their successors are duly elected and qualified or until terminated by action of the Board of Directors. There are no arrangements or understandings between any executive officer and any other persons pursuant to which he was or is to be selected as an officer. Business Experience STEPHEN J. BAGLEY, CPA was appointed Chief Financial Officer in June 2005. From 1987 to 1991 he worked in public accounting in various capacities. From 1992 to 2005, he held various leadership positions as Controller, Chief Financial Officer and Vice President of Finance for companies with up to $45,000,000 in revenues. Mr. Bagley earned a Bachelor of Science degree from The State University of NY at Oneonta and an MBA from Marist College. He was licensed as a CPA in 1990. Mr. Bagley served on the OTCQX US Advisory Council from 2019 to 2020. Mr. Bagley is a past President of the Board of Education for the New Paltz Central School District and a past Chairman of the Audit and Finance Committee for the District. CHRISTOPHER C. CICHETTI was appointed Vice President – Sales and Application Engineering in August 2022. Mr. Cichetti joined Sono-Tek in 2005 as an Electrical Engineer and has served as Application Engineer, Senior Application Engineer, Application Engineering Manager, and Vice President of Application Engineering. Mr. Cichetti has experience in lab testing, process development, project management, and has successfully implemented several successful OEM relationships with outside vendors. He is a graduate of Worcester Polytechnic Institute with a major in Computer and Electrical Engineering and a minor in International Studies. DR. CHRISTOPHER L. COCCIO was appointed President and Chief Executive Officer of Sono-Tek on April 30, 2001, has been a Director of the Company since June 1998, and was appointed Chairman in August 2007. From 1964 to 1996, he held various engineering, sales, marketing and management positions at General Electric Company, with P&L responsibilities for up to $100 million in sales and 500 people throughout the United States. He also won an ASME Congressional Fellowship and served with the Senate Energy Committee in 1976. His business experience includes both domestic and international markets and customers. He founded a management consulting business in 1996, and was appointed a legislative Fellow on the New York State Assembly’s Legislative Commission on Science and Technology from 1996 to 1998. From 1998 to 2001, he worked with Accumetrics Associates, Inc., a manufacturer of digital wireless telemetry systems, as Vice President of Business Development and member of the Board of Advisors. Dr. Coccio received a B.S.M.E. from Stevens Institute of Technology, an M.S.M.E. from the University of Colorado, and a Ph.D. from Rensselaer Polytechnic Institute in Chemical Engineering. Key attributes, Experience and Skills: Dr. Coccio brings his strategic vision for our Company to the Board together with his leadership, business experience and investor relations skills. Dr. Coccio has an immense knowledge of our Company and its related applications which is beneficial to the Board. Dr. Coccio’s service as Chairman and CEO bridges a critical gap between the Company’s management and the Board, enabling the Board to benefit from management’s perspective on the Company’s business while the Board performs its oversight function. 31 ROBB W. ENGLE joined Sono-Tek in 2000 as a Field Service Technician, became Vice President of Engineering in January 2013 and was appointed Executive Vice President in September 2019. Mr. Engle created the Sono-Tek Service Department and led the development of key products in his leadership role of our engineering resources. As Vice President of Engineering, he directs the engineering department, service department, IT and coordinates the Company’s intellectual property. Mr. Engle was formally trained and certified by the U.S. Navy as a Nuclear Operator where he was recognized with an induction into the Navy League Memorial for meritorious service and the advancement of training techniques. He also served with honors on board a submarine and earned the prestigious Sub-Surface Warfare (E) Insignia. R. STEPHEN HARSHBARGER joined Sono-Tek in 1993. He was appointed President of the Company in 2012 and became a Director in August 2013. As President, he directs the Company’s Sales, Marketing, Engineering, Service, and Manufacturing Operations. Prior to assuming his present position, Mr. Harshbarger served as Sales Engineer, World-Wide Sales and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE) and Executive Vice President. In his years managing the sales organization, he established a worldwide distribution and representative network in more than 40 countries consisting of more than 300 persons, with revenue growth of greater than 300%. He has over 30 years of experience in ultrasonic coating equipment for the electronics, medical device and advanced energy industries. Prior to joining Sono-Tek, Mr. Harshbarger was the Sales and Marketing Manager for Plasmaco Inc., a world leader in the development of flat panel displays. In that position, he established their distribution network, participated in venture capital funding, and introduced the first flat panel technology to Wall Street trading floors. He is a graduate of Bentley University, with a major in Finance and a minor in Marketing. Key attributes, Experience and Skills: Mr. Harshbarger is among a small handful of ultrasonic coating experts in the world. He has a proven track record of identifying, developing and implementing the technology for new markets and applications. His expertise in establishing strong distribution networks and knowledge of ultrasonic coating for new product developments, targeted at specific advanced technology applications, bring insights to the Board. Mr. Harshbarger also brings leadership and oversight experience to the Board. ERIC HASKELL, CPA has been a Director since August 2009. He has over 40 years of experience in senior financial positions at several public and private companies. He has significant expertise in the areas of acquisitions and divestitures, strategic planning and investor relations. From December 2005 through March 2008, Mr. Haskell served as the Executive Vice President and Chief Financial Officer of SunCom Wireless Holdings, Inc., a company providing digital wireless communications services which was publicly traded until its merger with a wholly-owned subsidiary of T-Mobile USA, Inc. in February 2008. He also served as a member of SunCom’s Board of Directors from November 2003 through May 2007. From 1989 until April 2004, Mr. Haskell served as the Chief Financial Officer of Systems & Computer Technology Corp., a NASDAQ listed software and services corporation. Mr. Haskell received a Bachelors Degree in Business Administration from Adelphi University in 1969. Key attributes, Experience and Skills: Mr. Haskell’s training and extensive experience in financial management at both public and private companies provide the Board with valuable insights. Mr. Haskell’s significant experience in acquisitions and divestitures and investor relations bring strategic judgment and experience to the Board. Mr. Haskell’s strong operational and business background complement his accounting and finance experience and are valuable resources to the Board as it exercises its oversight duties and support of the Company’s growth strategies. 32 MARIA T. KUHA joined Sono-Tek in 2007. Mrs. Kuha was appointed VP, Manufacturing Operations, Procurement & Logistics in September 2022. Prior to assuming her present position, Mrs. Kuha served as Operations Director, Purchasing Manager, and several other positions within the procurement aspects of Sono-Tek; providing extensive expertise in several vital areas of Sono-Tek operations. Prior to joining Sono-Tek, Mrs. Kuha held various positions in high tech manufacturing companies revolving around purchasing and operations. She holds an AAS in business from Dutchess County Community College. DR. DONALD F. MOWBRAY has been a Director since August 2003. He has been an independent consultant since August 1997. From September 1992 to August 1997, he was the Manager of the General Electric Company’s Corporate Research and Development Mechanical Engineering Laboratory. From 1962 to 1992 he worked for the General Electric Company in a variety of engineering and managerial positions. Dr. Mowbray received a B.S. in Aeronautical Engineering from the University of Minnesota in 1960, a Master of Science in Engineering Mechanics from the University of Minnesota in 1962 and a Ph.D. from Rensselaer Polytechnic Institute in Engineering Mechanics in 1968. Key attributes, Experience and Skills: Dr. Mowbray’s extensive research and managerial experience enables him to bring valuable insights to the Board. His knowledge of the Company’s products and the materials sciences technology underlying them has enabled him to contribute to the Company’s advanced products development and designs. Dr. Mowbray also brings leadership and oversight experience to the Board from his General Electric management background. CAROL O’DONNELL has been a Director since November 2018. Ms. O’Donnell joined Protégé Partners, an industry leading firm investing in and seeding smaller and emerging hedge fund managers in 2016 and has served as Chief Executive Officer since 2018. Prior to joining Protégé Partners, Ms. O’Donnell was the Director of Legal and Compliance with DARA Capital US, Inc., a Swiss-owned boutique registered investment advisory and wealth management firm from 2013 to 2016. She also served as General Counsel to Boothbay Fund Management LLC, a registered investment adviser, from December 2019 through May 2021, and was General Counsel and Chief Compliance Officer of each of the Permal Group and Framework Investment Group from 2004 through 2011 and from 2002 to 2004, respectively. Ms. O’Donnell is admitted to practice law in the States of New York and Connecticut. Key attributes, Experience and Skills: Ms. O’Donnell’s extensive experience as an attorney enables her to bring valuable strategic insights to the Board in the areas of corporate governance, finance and securities law. Ms. O’Donnell also brings leadership and oversight experience to the Board. DR. JOSEPH RIEMER joined the Company in January 2007 as Vice President of Engineering and has been a Director since August 2007. Dr. Riemer served as President from September 2007 until August 2012 when he became Vice President of Food Business Development, which position he held until June 2016. Dr. Riemer holds a Ph.D. in Food Science and Technology from the Massachusetts Institute of Technology (MIT), focusing on food technology, food chemistry, biochemical analysis, and food microbiology. His experience includes seven years with Pfizer in its Adams Confectionary Division, where he was Director, Global Operations Development. Dr. Riemer has also held leading positions with several food, food ingredients, and personal care products companies. He has served in the capacities of research and development, operations, and general management. Prior to joining the Company, he was a management consultant serving clients in the food, biotech and pharmaceutical industries. 33 Key attributes, Experience and Skills: Dr. Riemer’s extensive research and management experience enables him to bring valuable insights to the Board. His considerable experience in the biotech, food and pharmaceutical industries bring specific product application insights to the Board. Dr. Riemer’s previous service as Vice President of Food Business Development helps to provide focus to the Board on this important marketing area. Dr. Riemer also brings leadership and oversight experience to the Board. PHILIP STRASBURG, CPA, has been a Director since August 2004. He is a retired partner from the firm of Anchin Block and Anchin, LLP and has 40 years of experience in auditing. He has served as Audit Committee Chairman since 2005. He was the lead partner on the Sono-Tek account from fiscal 1994 to fiscal 1996. Mr. Strasburg is a certified public accountant in New York State. He has a Master of Science in economics from The London School of Economics and Political Science and a Bachelor of Science degree from Lehigh University, where he majored in business administration. Key attributes, Experience and Skills: Mr. Strasburg’s training and extensive experience in auditing provide the Board with valuable insights and skills necessary to lead the Audit Committee. Mr. Strasburg’s strong operational and business background complement his accounting and finance experience, and are valuable resources to the Board as it exercises its oversight duties and support of the Company’s growth strategies. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Company's Directors, executive officers and persons who own more than ten percent of the Company's common stock to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes of beneficial ownership of common stock. Such persons are also required by Securities and Exchange Commission regulations to furnish the Company with copies of all such reports. Based solely on a review of such filings, during the year ended February 28, 2023, all of the Company's Directors and executive officers and holders of more than ten percent of the Company’s stock have made timely filings of such reports, with the exception of four late filings by Philip Strasburg. Code of Ethics The Company has adopted a Code of Business Conduct and Ethics that applies to all directors, officers, and employees. This code of ethics is designed to comply with the NASDAQ marketplace rules related to codes of conduct. A copy of the Company's Code of Ethics is posted on the "information for investors" web page located at http://www.sono-tek.com/code-of-ethics/ and is available in print to any shareholder who requests a copy. The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our code of ethics by posting such information on the Company’s website. ITEM 11 EXECUTIVE COMPENSATION The following table sets forth the aggregate remuneration paid or accrued by the Company for fiscal 2023 and fiscal 2022 for each named officer of the Company. 34 Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards Option Awards ($) All Other Compensation ($) Total ($) Christopher L. Coccio 2023 192,200 20,200 0 15,000 6,373 233,773 CEO, Chairman and Director 2022 150,000 42,200 0 54,520 5,766 252,486 R. Stephen Harshbarger 2023 249,200 23,000 0 15,000 8,167 295,367 President and Director 2022 227,500 48,700 0 3,667 8,286 288,153 Stephen J. Bagley 2023 174,800 18,500 0 7,500 5,799 206,599 Chief Financial Officer 2022 165,000 38,900 0 6,383 6,117 216,400 All Other Compensation represents Company contributions to the Company’s 401K plan. Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements. Officer Compensation Arrangements During fiscal 2023, Dr. Coccio was compensated at the rate of $150,000 per annum, until May 2022, at which time his annual base compensation increased to $200,000. During fiscal 2023, Mr. Harshbarger was compensated at the rate of $235,000 per annum, until November 2022, at which time his annual base compensation increased to $250,000. During fiscal 2023, Mr. Bagley was compensated at the rate of $165,000 per annum, until November 2022, at which time his annual base compensation increased to $175,000. In addition, each named officer earned bonus compensation based on the achievement of certain operating objectives. Outstanding Equity Awards at Fiscal Year End Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Christopher L. Coccio 2,617 3,198 6.05 11/18/2031 CEO, Chairman and Director 16,340 - 6.26 02/17/2032 16,340 - 6.26 02/17/2032 - 4,505 5.96 11/17/2032 R. Stephen Harshbarger 2,617 3,198 6.05 11/18/2031 President 7,353 8,987 6.26 02/17/2032 - 3,937 5.96 11/17/2032 Stephen J. Bagley 1,750 1,000 4.45 01/15/2031 Chief Financial Officer 4,412 5,392 6.26 02/17/2032 - 1,969 5.96 11/17/2032 35 Estimated Payments and Benefits Upon Termination or Change in Control On September 1, 2007, the Company entered into identical Executive Agreements with Stephen J. Bagley, Chief Financial Officer and Christopher L. Coccio, Chief Executive Officer. The Company also entered into an Executive Agreement with R. Stephen Harshbarger, President, on March 5, 2008. The agreements, as subsequently amended, provide that in the event of a change of control of the Company followed by a termination of the executives’ employment under certain circumstances, the officers shall receive severance payments equal to two years of the executive’s annual base, commissions and bonus compensation paid by the Company for the previous calendar year. Based on last year’s salary arrangements, if the rights of the foregoing officers were to be triggered following a change of control, they would be entitled to the following payments from the Company: Stephen J. Bagley $411,000, Christopher L. Coccio $442,000 and R. Stephen Harshbarger $572,000. Severance Agreements On October 20, 2017, the Company entered into identical Executive Agreements with Stephen J. Bagley, Chief Financial Officer, Christopher L. Coccio, Chief Executive Officer and R. Stephen Harshbarger, President. The agreements provide that in the event of termination of the executive’s employment, other than for the cause, the officers shall receive severance payments equal to two weeks of compensation for each full year employed by the Company. Compensation of Directors Each non-employee director receives $2,500 for each meeting attended. Directors who are employees of the Company receive no additional compensation for serving as directors. For the year ended February 28, 2023, director compensation was as follows: 2023 Director Compensation Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Eric Haskell 10,000 — 9,900 1 — — — 19,900 Donald F. Mowbray 10,000 — 9,900 2 — — — 19,900 Carol O’Donnell 10,000 — 9,900 3 — — — 19,900 Philip Strasburg 10,000 — 9,900 4 — — — 19,900 Joseph Riemer 10,000 — 9,900 5 — — — 19,900 1 During fiscal 2023, Mr. Haskell received a grant of 3,300 options exercisable at $5.50 per share. At the end of fiscal 2023, Mr. Haskell held an aggregate of 19,350 stock options. 2 During fiscal 2023, Dr. Mowbray received a grant of 3,300 options exercisable at $5.50 per share. At the end of fiscal 2023, Dr. Mowbray held an aggregate of 19,350 stock options. 3 During fiscal 2023, Ms. O’Donnell received a grant of 3,300 options exercisable at $5.50 per share. At the end of fiscal 2023, Ms. O’Donnell held an aggregate of 9,350 stock options. 4 During fiscal 2023, Mr. Strasburg received a grant of 3,300 options exercisable at $5.50 per share. At the end of fiscal 2023, Mr. Strasburg held an aggregate of 6,627 stock options. 5 During fiscal 2023, Dr. Riemer received a grant of 3,300 options exercisable at $5.50 per share. At the end of fiscal 2023, Dr. Riemer held an aggregate of 11,350 stock options. Option awards in the above table are calculated using the Black-Scholes options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial statements. 36 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following information is furnished as of May 23, 2023 to indicate beneficial ownership of the Company's Common Stock by each Director, by each named executive officer, by all Directors and executive officers as a group, and by each person known to the Company to be the beneficial owner of more than 5% of the Company's outstanding Common Stock. Such information has been furnished to the Company by the indicated owners. Unless otherwise indicated, the named person has sole voting and investment power. Amount Beneficially Name (and address if more than 5%) of Beneficial owner Owned Percent Directors and Officers *Stephen J. Bagley 60,844 1 ** *Christopher L. Coccio 387,296 2 2.45% *R. Stephen Harshbarger 291,748 3 1.85% *Eric Haskell 15,310 4 ** *Donald F. Mowbray 69,913 5 ** *Carol O’Donnell 24,723 6 ** *Joseph Riemer 47,029 7 ** *Philip A. Strasburg 42,118 8 ** All Executive Officers and Directors as a Group 1,034,122 9 6.53% Additional 5% owners Emancipation Management LLC 11 Charles Frumberg 11 Circle N Advisors, LLC 12 6,628,393 10 42.11% V. Adah Nicklin 13 915,599 5.82% Richard A. Bayles 14 840,536 5.34% The above ownership percentages are based on 15,742,073 shares outstanding as of May 23, 2023. *c/o Sono-Tek Corporation, 2012 Route 9W, Milton, NY 12547. ** Less than 1% 1 Includes 6,162 options currently exercisable issued under the Company’s Stock Incentive Plans. 2 Includes 4,000 shares held in the name of Dr. Coccio’s wife and 35,297 options currently exercisable issued under the Company’s Stock Incentive Plans. 3 Includes 9,970 options currently exercisable issued under the Company’s Stock Incentive Plans. 4 Includes 10,723 options currently exercisable issued under the Company’s Stock Incentive Plans. 5 Includes 10,723 options currently exercisable issued under the Company’s Stock Incentive Plans. 6 Includes 2,723 options currently exercisable issued under the Company’s Stock Incentive Plans. 7 Includes 4,723 options currently exercisable issued under the Company’s Stock Incentive Plans. 8 Includes 10,000 shares in the name of Mr. Strasburg’s wife. 9 The group total includes 93,695 options currently exercisable issued under the Company’s Stock Incentive Plans. The group total does not include 88,612 options that are currently unexercisable. The group total includes 81,167 shares and 6,162 currently exercisable options held by Robb Engle, Executive Vice President, 600 shares and 1,050 currently exercisable options held by Maria Kuha, a Vice President and 6,162 currently exercisable options held by Christopher Cichetti, a Vice President. 10 Emancipation Management LLC, Charles Frumberg and Circle N Advisors share the power to dispose or to direct the disposition of these shares. The Company does not consider these holders to be “affiliates” of the Company. 11 The address of this person is 299 Park Avenue, New York, NY 10171. 12 The address of this person is 1065 Main Street, Suite F, PO Box 336, Fishkill, NY 12524. 13 The address of this person is 3 Rivers Edge, Newburgh, NY 12550. 14 The address of this person is 3697 Se Doubleton Drive, Stuart, FL 34997. 37 Securities Authorized for Issuance Under Equity Compensation Plans: EQUITY COMPENSATION PLAN INFORMATION Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders: 2013 Stock Incentive Plan 250,759 $ 4.84 1,212,793 Total 250,759 1,212,793 Description of Equity Compensation Plans: 2013 Stock Incentive Plan Under the 2013 Stock Incentive Plan (the "2013 Plan"), up to 2,500,000 options and shares can be granted to officers, directors, consultants and employees of the Company and its subsidiaries . Under the 2013 Plan options expire ten years after the date of grant. As of February 28, 2023, there were 250,759 options outstanding under the 2013 plan. 2023 Stock Incentive Plan In May 2023, the Company’s Board of Directors authorized the creation of the 2023 Stock Incentive Plan (the “2023 Plan”) pursuant to which the Company may grant up to 2,500,000 options or shares to officers, directors, employees and consultants of the Company and its subsidiaries. The 2023 Plan is intended to supplement and replace the 2013 Plan under which no additional options or shares may be granted after June 2023. Under the 2023 Plan, options expire ten years after the date of grant. Adoption of the 2023 Plan remains subject to shareholder approval which shall be sought at the Company’s annual meeting in August 2023. No options or shares have been granted under the 2023 Plan. Under the 2013 Plan and the 2023 Plan, option prices must be at least 100% of the fair market value of the common stock at time of grant. For qualified employees, except under certain circumstances specified in the plan or unless otherwise specified at the discretion of the Board of Directors, no option may be exercised prior to one year after date of grant, with the balance becoming exercisable in cumulative installments over a three-year period during the term of the option and terminating at a stipulated period of time after an employee's termination of employment. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Transactions with Related Persons – None Independence of Directors 38 The Company’s Board of Directors is comprised of five “independent directors”, as that term is defined under NASDAQ rules, and two directors who are not “independent directors”. The Company’s “independent directors” are Donald Mowbray, Eric Haskell, Carol O’Donnell, Philip Strasburg and Joseph Riemer. Christopher L. Coccio and R. Stephen Harshbarger are current employees of the Company and therefore are not considered independent. ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES Audit Fees For fiscal 2023 the Company paid or accrued fees of approximately $100,000 for services rendered by Marcum LLP, its independent auditors. These fees included audit and review services. For fiscal 2023 and 2022, the Company paid or accrued fees of approximately $46,000 and $129,000, respectively, for services rendered by Friedman LLP, its independent auditors. These fees included audit and review services. Audit Related Fees - None Tax Fees For fiscal 2023 and 2022, the Company paid or accrued tax preparation fees of approximately $18,000 and $14,000, respectively, for services rendered by RBSM, LLP. All Other Fees – None Pre-Approval Policies and Procedures The Audit Committee’s current policy is to pre-approve all audit and non-audit services that are to be performed and fees to be charged by the Company’s independent auditor to assure that the provision of these services does not impair the independence of the auditor. The Audit Committee pre-approved all audit and non-audit services rendered by the Company’s principal accountants in fiscal 2023 and fiscal 2022. 39 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Ex. No . Description 3(a) 1 Certificate of Incorporation of the Company and all amendments thereto. 3(b) 2 By-laws of the Company as amended. 10(d) 3 Executive Agreement between Sono-Tek Corporation and Stephen J. Bagley dated September 1, 2007. 10(e) 3 Executive Agreement between Sono-Tek Corporation and Christopher L. Coccio dated September 1, 2007. 10(g) 4 Executive Agreement between Sono-Tek Corporation and R. Stephen Harshbarger dated March 5, 2008. 10(h) 5 Amended Executive Agreement between Sono-Tek Corporation and R. Stephen Harshbarger dated March 8, 2012. 10(j) 6 Sono-Tek Corporation 2013 Stock Incentive Plan. 10(p) 7 Amended Executive Agreement between Sono-Tek Corporation and Christopher L. Coccio dated August 24, 2014. 10(q) 7 Amended Executive Agreement between Sono-Tek Corporation and R. Stephen Harshbarger dated August 24, 2014. 10(r) 8 Amended Executive Agreement between Sono-Tek Corporation and Stephen J. Bagley dated May 21, 2015. 10(s) 10 Amended Executive Agreement between Sono-Tek Corporation and Christopher L. Coccio dated November 17, 2016. 10(t) 9 Amended Executive Agreement between Sono-Tek Corporation and R. Stephen Harshbarger dated November 17, 2016. 10(u) 9 Amended Executive Agreement between Sono-Tek Corporation and Stephen J. Bagley dated November 17, 2016. 10(v) 10 Letter Agreement between Sono-Tek Corporation and Christopher L. Coccio dated October 20, 2017. 10(w) 10 Letter Agreement between Sono-Tek Corporation and R. Stephen Harshbarger dated October 20, 2017. 10(x) 10 Letter Agreement between Sono-Tek Corporation and Stephen J. Bagley dated October 20, 2017. 10(y) 11 Amended and Restated Loan Agreement between Sono-Tek Corporation and M&T Bank dated January 17, 2019. 10(z) 11 Addendum to Loan Agreement (Flexline) between Sono-Tek Corporation and M&T Bank dated January 17, 2019. 10(aa) 11 Addendum to Loan Agreement (Loan Limit) between Sono-Tek Corporation and M&T Bank dated January 17, 2019. 10(bb) 11 Loan Agreement between Sono-Tek Corporation and M&T Bank dated January 17, 2019. 10(cc) 11 Amended and Restated Revolving Demand Note between Sono-Tek Corporation and M&T Bank dated January 17, 2019 . 10(dd) 11 Security Agreement between Sono-Tek Corporation and M&T Bank dated January 17, 2019. 14 12 Code of Ethics. 21 13 Subsidiaries of Issuer. 23.1 13 Consent of Marcum LLP 23.2 13 Consent of Friedman LLP 31.1 13 Rule 13a-14/15d – 14(a) Certification. 31.2 13 Rule 13a-14/15d – 14(a) Certification. 32.1 13 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 13 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS 13 XBRL Instance Document — This instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH 13 XBRL Taxonomy Extension Schema Document. 101.CAL 13 XBRL Taxonomy Calculation Linkbase Document. 101.DEF 13 XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB 13 XBRL Extension Label Linkbase Document. 101.PRE 13 XBRL Taxonomy Extension Presentation Linkbase Document. 104 13 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 1 Incorporated herein by reference to the Company’s Registration Statement No. 333-11913 on Form S-8 filed on February 18, 2004. 2 Incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 7, 2019 and filed with the Securities and Exchange Commission on March 13, 2019. 3 Incorporated herein by reference to the Company’s Form 10-QSB for the quarter ended August 31, 2007 4 Incorporated herein by reference to the Company’s Form 10-Q for the quarter ended May 31, 2008. 5 Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2012. 6 Incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 25, 2013. 7 Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2015. 8 Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2016. 9 Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2017. 10 Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2018. 11 Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2019. 12 Incorporated herein by reference to the Company’s Current Report on Form 8-K dated September 24, 2020 and filed with the Securities and Exchange Commission on September 17, 2020. 13 Filed herewith. ITEM 16 10-K SUMMARY None. 41 SONO-TEK CORPORATION FORM 10-K ITEM 8 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEARS ENDED FEBRUARY 28, 2023 and 2022 REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS Marcum LLP (PCAOB ID No: 688 ) Friedman LLP (PCAOB ID No: 711 ) CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets as of February 28, 2023 and 2022 Consolidated Statements of Income For the Years Ended February 28, 2023 and 2022 Consolidated Statements of Stockholders' Equity For the Years Ended February 28, 2023 and 2022 Consolidated Statements of Cash Flows For the Years Ended February 28, 2023 and 2022 Notes to Consolidated Financial Statements 42 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Sono-Tek Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Sono-Tek Corporation (the “Company”) as of February 28, 2023, the related consolidated statements of income, stockholders’ equity and cash flows for the year ended February 28, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2023, and the results of its operations and its cash flows for the year ended February 28, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Marcum llp Marcum llp We have served as the Company’s auditor since 2020 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1, 2022). East Hanover, New Jersey May 25, 2023 43 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Sono-Tek Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Sono-Tek Corporation (the “Company”) as of February 28, 2022, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year ended February 28, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2022, and the results of its operations and its cash flows for the year ended February 28, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Friedman LLP We served as the Company’s auditor from 2020 through 2022. East Hanover, New Jersey May 24, 2022 44 SONO-TEK CORPORATION CONSOLIDATED BALANCE SHEETS February 28, 2023 February 28, 2022 ASSETS Current Assets: Cash and cash equivalents $ 3,354,601 $ 4,840,558 Marketable securities 8,090,000 5,867,990 Accounts receivable (less allowance of $ 12,225 and 56,123 , respectively) 1,633,866 1,092,505 Inventories 3,242,909 2,373,242 Prepaid expenses and other current assets 254,046 323,304 Total current assets 16,575,422 14,497,599 Land 250,000 250,000 Buildings, equipment, furnishings and leasehold improvements, net 2,624,996 2,561,184 Intangible assets, net 57,202 76,015 Deferred tax asset 667,098 240,736 TOTAL ASSETS $ 20,174,718 $ 17,625,534 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 810,863 $ 684,511 Accrued expenses 1,427,446 1,804,028 Customer deposits 2,838,165 1,167,968 Income taxes payable 381,421 58,874 Total current liabilities 5,457,895 3,715,381 Deferred tax liability 82,865 168,840 Total Liabilities 5,540,760 3,884,221 Commitments and Contingencies (Note 13) Stockholders’ Equity Common stock, $ .01 par value; 25,000,000 shares authorized, 15,742,073 and 15,729,175 issued and outstanding as February 28, 2023, and 2022, respectively 157,421 157,292 Additional paid-in capital 9,566,898 9,310,287 Accumulated earnings 4,909,639 4,273,734 Total stockholders’ equity 14,633,958 13,741,313 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 20,174,718 $ 17,625,534 See accompanying notes to consolidated financial statements. 45 SONO-TEK CORPORATION CONSOLIDATED STATEMENTS OF INCOME Fiscal Year Ended February 28, 2023 February 28, 2022 Net Sales $ 15,058,203 $ 17,132,710 Cost of Goods Sold 7,406,196 8,520,156 Gross Profit 7,652,007 8,612,554 Operating Expenses Research and product development 2,149,525 1,729,509 Marketing and selling 3,169,730 3,367,403 General and administrative 1,649,761 1,626,306 Total Operating Expenses 6,969,016 6,723,218 Operating Income 682,991 1,889,336 Other Income (Expense): Interest and Dividend Income 140,042 9,496 Net unrealized loss on marketable securities ( 33,119 ) — Paycheck Protection Program Loan Forgiveness — 1,005,372 Income before Income Taxes 789,914 2,904,204 Income Tax Expense 154,009 361,631 Net Income $ 635,905 $ 2,542,573 Basic Earnings Per Share $ 0.04 $ 0.16 Diluted Earnings Per Share $ 0.04 $ 0.16 Weighted Average Shares – Basic 15,735,451 15,586,404 Weighted Average Shares – Diluted 15,769,499 15,623,485 See accompanying notes to consolidated financial statements. 46 SONO-TEK CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY YEARS ENDED FEBRUARY 28, 2023 AND 2022 Common Stock Par Value $.01 Shares Amount Additional Paid – In Capital Accumulated Earnings Total Stockholders’ Equity Balance - February 28, 2021 15,452,656 $ 154,527 $ 9,064,994 $ 1,731,161 $ 10,950,682 Stock based compensation expense 179,283 179,283 Cashless exercise of stock options 249,019 2,490 ( 2,490 ) — Proceeds from exercise of stock options 27,500 275 68,500 68,775 Net Income 2,542,573 2,542,573 Balance - February 28, 2022 15,729,175 $ 157,292 $ 9,310,287 $ 4,273,734 $ 13,741,313 Stock based compensation expense 256,740 256,740 Cashless exercise of stock options 12,898 129 ( 129 ) — Net Income 635,905 635,905 Balance - February 28, 2023 15,742,073 $ 157,421 $ 9,566,898 $ 4,909,639 $ 14,633,958 See accompanying notes to consolidated financial statements. 47 SONO-TEK CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended February 28, 2023 February 28, 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 635,905 $ 2,542,573 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 510,868 435,525 Stock based compensation expense 256,740 179,283 Accounts receivable reserve ( 43,898 ) — Inventory reserve 4,864 43,381 Paycheck Protection Program Loan Forgiveness — ( 1,005,372 ) Unrealized loss on marketable securities 33,119 _ Deferred tax asset, net ( 512,337 ) ( 17,620 ) (Increase) Decrease in: Accounts receivable ( 497,463 ) 665,297 Inventories ( 874,531 ) 194,483 Prepaid expenses and other assets 69,258 ( 171,988 ) (Decrease) Increase in: Accounts payable 126,352 ( 606,241 ) Accrued expenses ( 376,582 ) 53,112 Customer deposits 1,670,197 1,427 Income taxes payable 322,547 5,307 Net Cash Provided by Operating Activities 1,325,039 2,319,167 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment, furnishings and leasehold improvements ( 555,867 ) ( 326,942 ) Purchase of marketable securities, net ( 2,255,129 ) ( 1,304,520 ) Net Cash Used In Investing Activities ( 2,810,996 ) ( 1,631,462 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options — 68,775 Net Cash Provided By Financing Activities — 68,775 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 1,485,957 ) 756,480 CASH AND CASH EQUIVALENTS: Beginning of year 4,840,558 4,084,078 End of year $ 3,354,601 $ 4,840,558 Supplemental Cash Flow Disclosure: Interest Paid $ — $ — Income Taxes Paid $ 363,590 $ 373,928 See accompanying notes to consolidated financial statements. 48 SONO-TEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED FEBRUARY 28, 2023 AND FEBRUARY 28, 2022 NOTE 1: BUSINESS DESCRIPTION Sono-Tek Corporation (the “Company”, “Sono-Tek”, “We” or “Our”) was incorporated in New York on March 21, 1975. We are the world leader in the design and manufacture of ultrasonic coating systems for applying precise, thin film coatings to add functional properties, protect or strengthen surfaces on parts and components for the microelectronics/electronics, alternative energy, medical, industrial and emerging research & development/other markets. We design and manufacture custom-engineered ultrasonic coating systems incorporating our patented technology, in combination with strong applications engineering knowledge, to assist our customers in achieving their desired coating solutions. NOTE 2: SIGNIFICANT ACCOUNTING POLICIES Advertising Expenses - The Company expenses the cost of advertising in the period in which the advertising takes place. Advertising expense for fiscal 2023 and fiscal 2022 was $ 297,500 and $ 178,500 , respectively. Accounts Receivable, net - In the normal course of business, the Company extends credit to customers. Accounts receivable, less the allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company records a bad debt expense/allowance based on management’s estimate of uncollectible accounts. All outstanding accounts receivable accounts are reviewed for collectability on an individual basis. Cash and Cash Equivalents - Cash and cash equivalents consist of money market mutual funds, short term commercial paper and short-term certificates of deposit with original maturities of 90 days or less. At February 28, 2023, the Company had 2,892,000 of cash in excess of the FDIC insured limit. Consolidation - The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Sono-Tek Industrial Park, LLC (“SIP”) in conformity with generally accepted accounting principles in the United States (“GAAP”). SIP operates as a real estate holding company for the Company’s real estate operations. All intercompany accounts and transactions have been eliminated in consolidation. Earnings Per Share - Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock under the treasury stock method. Equipment, Furnishings and Leasehold Improvements - Equipment, furnishings and leasehold improvements are stated at cost. Depreciation of equipment and furnishings is computed by use of the straight-line method based on the estimated useful lives of the assets, which range from three 3 to five years 5 . 49 Fair Value of Financial Instruments - The Company applies Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts of financial instruments reported in the accompanying consolidated financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The fair values of financial assets of the Company were determined using the following categories at February 28, 2023 and February 28, 2022, respectively: Significant accounting policies - fair values of financial assets of the company Level 1 Level 2 Level 3 Total Marketable Securities – February 28, 2023 $ 7,361,000 $ 729,000 $ — $ 8,090,000 Marketable Securities – February 28, 2022 $ 5,716,338 $ 151,652 $ — $ 5,867,990 Marketable Securities include certificates of deposit and US Treasury securities, totaling $ 8,090,000 and $ 5,867,990 that are considered to be highly liquid and easily tradeable as of February 28, 2023 and February 28, 2022, respectively. US Treasury securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 and certificates of deposit are classified as Level 2 within the Company’s fair value hierarchy. The Company’s marketable securities are considered to be trading securities as defined under ASC 320 “Investments – Debt and Equity Securities.” 50 Income Taxes - The Company accounts for income taxes under the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of "temporary differences" by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company uses a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. As of February 28, 2023 and February 28, 2022, there were no uncertain tax positions. Intangible Assets - Include costs of patent applications which are deferred and charged to operations over seventeen 17 years for domestic patents and 12 twelve years for foreign patents, which is considered the useful life. The accumulated amortization of patents is $ 202,681 and $ 192,490 at February 28, 2023 and February 28, 2022, respectively. Annual amortization expense of such intangible assets is expected to be approximately $ 11,000 per year for the next five years. Inventories - Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method for raw materials, subassemblies and work-in-progress and the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Land and Buildings - Land and buildings are stated at cost. Buildings are being depreciated by use of the straight-line method based on an estimated useful life of 40 forty years. At February 28, 2023 and 2022, the Company had Land, stated at cost of $ 250,000 . Long-Lived Assets - The Company periodically evaluates the carrying value of long-lived assets, including intangible assets, when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. No impairment losses were identified or recorded for the years ended February 28, 2023 and February 28, 2022 on the Company’s long-lived assets. Management Estimates - The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. New Accounting Pronouncements – In June 2016, the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses, have been released in November 2018 (2018-19), November 2019 (2019-10 and 2019-11) and a January 2020 Update (2020-02) that provided additional guidance on this Topic. This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For SEC filers meeting certain criteria, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. For SEC filers that meet the criteria of a smaller reporting company (including this Company) and for non-SEC registrant public companies and other organizations, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company has adopted ASU 2016-13 as updated and does not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements. Other than Accounting Standards Update (“ASU”) ASU 2016-13 discussed above, all new accounting pronouncements issued but not yet effective have been deemed to be not applicable to the Company. Hence, the adoption of these new accounting pronouncements, once effective, is not expected to have an impact on the Company. 51 Product Warranty - Expected future product warranty expense is recorded when revenue is recognized for product sales. Reclassifications - Building, equipment, leasehold improvements reclassifications have been made to the fiscal 2022 consolidated financial statements to conform to the fiscal 2023 consolidated financial statement presentation. These reclassifications had no effect on net loss or cash flows as previously reported. Research and Product Development Expenses - Research and product development expenses represent engineering and other expenditures incurred for developing new products, for refining the Company's existing products and for developing systems to meet unique customer specifications for potential orders or for new industry applications and are expensed as incurred. During fiscal 2023 and fiscal 2022, the Company spent approximately $ 2,149,000 and $ 1,730,000 , respectively, on research and development activities related to new products and services and the ongoing improvement of existing products and services. Revenue Recognition - The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: · Identification of the contract, or contracts, with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, performance obligations are satisfied Stock-Based Compensation - The Company currently uses a Black-Scholes option pricing model to calculate the fair value of its stock options. The fair value of each option is estimated on the date of grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a risk free interest rate; volatility; and expected lives of the awards. The Company primarily uses historical data to determine the assumptions to be used in the Black-Scholes model. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. ASC 718 requires the recognition of the fair value of stock compensation expense to be recognized over the vesting term of such award. The Company accounts for forfeitures as they occur. Uncertainties - Since early 2020, when the World Health Organization established the transmissible and pathogenic coronavirus a global pandemic, there have been business slowdowns. The outbreak of such a communicable disease has resulted in a widespread health crisis which has adversely affected general commercial activity and the economies and financial markets of many countries, including the United States. As the outbreak of the disease has continued through fiscal 2022 and into fiscal 2023, the measures taken by the governments of impacted countries have, at times, adversely affected the Company’s business, financial condition, and results of operations. Pandemic related supply shortages and increased energy expenses resulting from the war in Ukraine have recently created worldwide inflationary pressures which may have a material adverse effect on the Company's business, financial condition, and results of operations if such factors continue unabated. The Company has encountered challenges in procuring supplies of various materials and components, and electronic components in particular, due to well-documented shortages and constraints in the global supply chain. Lead times for ordered components may vary significantly, and some components used to manufacture our products are provided by a limited number of sources. The Company experienced lengthened lead times throughout its supply chain as a result of supply chain constraints and material shortages that have occurred through fiscal year 2023. This has been exacerbated by the recent resurgence of the COVID-19 pandemic in certain parts of China, which has resulted in the temporary closure of manufacturing facilities, including those that manufacture electronic parts that the Company includes in its products. 52 NOTE 3: REVENUE RECOGNITION The Company’s sales revenue is derived primarily from short term contracts with customers, which, on average, are in effect for less than twelve months. Sales revenue from manufactured equipment transferred at a single point in time accounts for a majority of the Company’s revenue. Sales revenue is recognized when control of the Company’s manufactured equipment is transferred to its customers in an amount that reflects the consideration the Company expects to receive based upon the agreed transaction price. The Company’s performance obligations are satisfied when its customers take control of the purchased equipment, in accordance with the contract terms. Based on prior experience, the Company reasonably estimates its sales returns and warranty reserves. Sales are presented net of discounts and allowances. Discounts and allowances are determined when a transaction is negotiated. The Company does not grant its customers or independent representatives the ability to return equipment nor does it grant price adjustments after a sale is complete. The Company does not capitalize any sales commission costs related to the acquisition of a contract. All commissions related to a performance obligation that are satisfied at a point in time are expensed when the customer takes control of the purchased equipment and revenue is recognized. The Company applies the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one-year or less. At February 28, 2023, the Company had received $ 2,838,000 in cash deposits, representing contract liabilities, and had issued Letters of Credit in the amount of $ 145,000 to secure these cash deposits. At February 28, 2023, the Company was utilizing $ 145,000 of its available credit line to collateralize these letters of credit. At February 28, 2022, the Company had received $ 1,168,000 in cash deposits, representing contract liabilities, and had issued Letters of Credit in the amount of $ 5,000 to secure these cash deposits. At February 28, 2022, the Company was utilizing $ 5,000 of its available credit line to collateralize these letters of credit. The Company’s sales revenue, by product line is as follows: Revenue recognition - sales revenue by product line Twelve Months Ended February 28, February 28, 2023 % of total 2022 % of total Fluxing Systems $ 1,179,000 8 % $ 691,000 4 % Integrated Coating Systems 1,114,000 7 % 1,182,000 7 % Multi-Axis Coating Systems 6,785,000 45 % 9,912,000 58 % OEM Systems 2,144,000 14 % 2,381,000 14 % Other 3,836,000 26 % 2,967,000 17 % TOTAL $ 15,058,000 $ 17,133,000 NOTE 4: STOCK-BASED COMPENSATION Stock Options – Under the 2013 Stock Incentive Plan, as amended (the "2013 Plan"), options can be granted to officers, directors, consultants and employees of the Company and its subsidiaries to purchase up to 2,500,000 shares of the Company's common stock. Under the 2013 Plan options expire ten years 10 after the date of grant. As of February 28, 2023, there were 250,759 options outstanding under the 2013 plan. 53 Under the 2013 Stock Incentive Plan, option prices must be at least 100% of the fair market value of the common stock at time of grant. For qualified employees, except under certain circumstances specified in the plan or unless otherwise specified at the discretion of the Board of Directors, no option may be exercised prior to one year after date of grant, with the balance becoming exercisable in cumulative installments over a three-year period during the term of the option and terminating at a stipulated period of time after an employee's termination of employment. During fiscal 2023, the Company granted options to acquire 28,239 shares to employees exercisable at prices ranging from $ 5.45 to $ 5.96 and options to acquire 16,500 shares to the non-employee members of the board of directors with an exercise price of $ 5.50 . The options granted to employees and directors vest over three years 3 and expire in ten years 10 . The options granted by the Company during fiscal 2023 had a combined weighted average grant date fair value of $ 3.44 per share. During fiscal 2022, the Company granted options to acquire 138,085 shares to employees exercisable at prices ranging from $ 3.19 to $ 6.26 and options to acquire 30,250 shares to the non-employee members of the board of directors with an exercise price of $ 3.19 . The options granted to employees and directors vest over three years 3 and expire in ten years 10 . The options granted by the Company during fiscal 2022 had a combined weighted average grant date fair value of $ 2.76 per share. A summary of the activity for fiscal 2023 and fiscal 2022 is as follows: Stock-based compensation - summary of stock options Weighted Average Stock Options Exercise Price $ Remaining Outstanding Exercisable Outstanding Exercisable Term - Years Balance - February 28, 2021 508,459 333,500 $ 2.35 $ 2.17 6.99 Granted 168,335 5.10 Exercised ( 403,334 ) ( 2.12 ) Cancelled ( 19,750 ) ( 3.27 ) Balance - February 28, 2022 253,710 61,690 $ 4.46 $ 3.53 8.94 Granted 44,739 $ 5.71 Exercised ( 16,973 ) ( 1.77 ) Cancelled ( 30,717 ) ( 4.66 ) Balance - February 28, 2023 250,759 133,609 $ 4.84 $ 4.62 8.52 The aggregate intrinsic value of the Company’s vested and exercisable options at February 28, 2023 was $ 155,077 . For the years ended February 28, 2023 and 2022 the Company recognized $ 256,740 and $ 179,283 in stock based compensation expense, respectively. Such amounts are included in general and administrative expenses on the consolidated statements of income. Total compensation expense related to non-vested options not yet recognized as of February 28, 2023 was $ 288,000 and will be recognized over the next three years 3 based on vesting date. The amount of future stock option compensation expense could be affected by any future option grants or by any forfeitures. During the year ended February 28, 2023, the Company had net settlement exercises of stock options, whereby, the optionee did not pay cash for the options but instead received the number of shares equal to the difference between the exercise price and the market price on the date of exercise. Net settlement exercises during the year ended February 28, 2023 resulted in 12,898 shares of common stock issued. 54 Determining the appropriate fair value of the stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s common stock, and for stock options, the expected life of the option, and the expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The expected term of the options is estimated based on the Company’s historical exercise rate. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses its expected volatility of the price of the Company’s common stock based on historical activity. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date. The weighted-average fair value of options has been estimated on the date of grant using the Black-Scholes options-pricing model. The weighted-average Black-Scholes assumptions are as follows: Stock-based compensation - weighted-average black-scholes assumptions Fiscal Year Ended February 28, 2023 February 28, 2022 Expected life 5 - 8 years 5 - 8 years Risk free interest rate 2.82 % - 4.02 % 0.78 % – 2.0 % Expected volatility 55.02 % - 62.01 % 50.73 % - 57.13 % Expected dividend yield 0 % 0 % NOTE 5: INVENTORIES Inventories consist of the following: Inventories February 28, 2023 February 28, 2022 Raw materials and subassemblies $ 1,868,689 $ 1,250,589 Finished goods 613,915 779,533 Work in process 760,305 343,120 Total $ 3,242,909 $ 2,373,242 The Company maintains an allowance for slow moving inventory for raw materials and finished goods. The recorded allowances at February 28, 2023 and 2022, totaled $332,525 and $327,661, respectively. NOTE 6: BUILDINGS, EQUIPMENT, FURNISHINGS AND LEASEHOLD IMPROVEMENTS Buildings, equipment, furnishings and leasehold improvements consist of the following: Buildings, equipment, furnishings and leasehold improvements February 28, February 28, 2023 2022 Buildings $ 2,250,000 $ 2,250,000 Laboratory equipment 1,647,951 1,421,845 Machinery and equipment 1,807,817 1,729,587 Leasehold improvements 789,044 715,999 Tradeshow and demonstration equipment 1,137,346 1,137,346 Furniture and fixtures 1,302,545 1,206,918 Totals 8,934,703 8,461,695 Less: Accumulated depreciation ( 6,309,707 ) ( 5,900,511 ) $ 2,624,996 $ 2,561,184 55 Depreciation expense for the years ended February 28, 2023 and February 28, 2022 was $ 492,055 and $ 416,083 , respectively. NOTE 7: ACCRUED EXPENSES Accrued expenses consist of the following: Accrued expenses February 28, 2023 February 28, 2022 Accrued compensation $ 352,619 $ 449,673 Estimated warranty costs 500,650 622,775 Accrued commissions 157,927 195,540 Professional fees 100,921 104,850 Other accrued expenses 315,329 431,190 Total accrued expenses $ 1,427,446 $ 1,804,028 NOTE 8: REVOLVING LINE OF CREDIT The Company has a $ 1,500,000 revolving line of credit at prime which was 7.75 % at February 28, 2023 and 3.25 % at February 28, 2022. The revolving credit line is collateralized by the Company’s accounts receivable and inventory. The revolving credit line is payable on demand and must be retired for a 30-day period, once annually. If the Company fails to perform the 30-day annual pay down or if the bank elects to terminate the credit line, the bank may, at its option, convert the outstanding balance to a 36-month term note with payments including interest in 36 equal installments. As of February 28, 2023, $ 145,000 of the Company’s credit line was being utilized to collateralize Letters of Credit issued to customers that have remitted cash deposits to the Company on existing orders. The Letters of Credit expire in May and July 2023. As of February 28, 2023, there were no outstanding borrowings under the line of credit and the unused portion of the credit line was $ 1,355,000 . As of February 28, 2022, $ 5,000 of the Company’s credit line was being utilized to collateralize letters of credit issued to customers that have remitted cash deposits to the Company on existing orders. The letters of credit expire in May 2023. As of February 28, 2022, there were no outstanding borrowings under the line of credit and the unused portion of the credit line was $ 1,495,000 . NOTE 9: LONG-TERM DEBT In fiscal year 2021, the Company obtained a loan under the Paycheck Protection Program for $ 1,001,640 . In April 2021, the Company received notice from the SBA that the loan was forgiven in full and recorded a gain on forgiveness of $ 1,005,372 , which is recorded on the consolidated statements of income in fiscal 2022. NOTE 10: INCOME TAXES The annual provision (benefit) for income taxes differs from amounts computed by applying the maximum U.S. Federal income tax rate of 21% to pre-tax income as follows: Income taxes - income tax reconciliation February 28, 2023 February 28, 2022 Expected federal income tax $ 165,882 $ 609,883 State tax, net of federal 37,204 37,894 Research and development tax credits ( 127,329 ) ( 101,573 ) Permanent differences 78,252 ( 179,320 ) Other — ( 5,253 ) Income tax expense $ 154,009 $ 361,631 56 Components of the current and deferred tax expense are as follows: Income taxes - current and deferred tax expense February 28, 2023 2022 Current: Federal $ 438,263 $ 341,882 State 83,525 38,536 Total current income tax 521,788 380,418 Deferred: Federal ( 321,458 ) ( 18,787 ) State ( 46,321 ) — Total deferred income tax ( 367,779 ) ( 18,787 ) Income tax expense $ 154,009 $ 361,631 In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and projections for future taxable income over periods in which the deferred tax assets are deductible. Management believes it is more likely than not that the Company will realize the benefits of these deductible differences. The incorporation of the new tax laws for 2023, requires the Company to capitalize for income tax purposes research and development expenses incurred during the year and for such expenses to be amortized over a five year period. As a result, a deferred tax asset “Capitalized R&D expenses – IRC Section 174” has been recorded. The Company does not have any uncertain tax positions in 2023. There are no interest and penalties related to uncertain tax positions in 2023. As of February 28, 2023, open years related to the federal and state jurisdictions are 2022, 2021 and 2020. The deferred tax asset and liability are comprised of the following: Income taxes - deferred tax asset and liability components February 28, 2023 February 28, 2022 Deferred tax asset Allowance for inventory $ 76,000 $ 69,000 Allowance for accounts receivable 3,000 12,000 Capitalized R&D expenses – IRC Section 174 441,000 — Accrued expenses and other 147,000 160,000 Deferred tax asset – Long Term $ 667,000 $ 241,000 Deferred tax liability Building and leasehold depreciation ( 83,000 ) ( 169,000 ) Deferred tax liability – Long Term $ ( 83,000 ) $ ( 169,000 ) 57 NOTE 11: EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Earnings per share - the computation of basic and diluted earnings per share February 28, 2023 February 28, 2022 Numerator for basic and diluted earnings per share $ 635,905 $ 2,542,573 Denominator for basic earnings per share - weighted average 15,735,451 15,586,404 Effects of dilutive securities: Stock options for employees, directors and outside consultants 34,048 37,081 Denominator for diluted earnings per share 15,769,499 15,623,485 Basic Earnings Per Share – Weighted Average $ 0.04 $ 0.16 Diluted Earnings Per Share – Weighted Average $ 0.04 $ 0.16 NOTE 12: CUSTOMER CONCENTRATIONS AND FOREIGN SALES Export sales to customers located outside the United States and Canada were approximately as follows: Schedule of customer concentrations and foreign sales February 28, 2023 February 28, 2022 Asia Pacific (APAC) 3,260,000 5,301,000 Europe, Middle East, Asia (EMEA) 3,448,000 5,255,000 Latin America 1,546,000 1,097,000 $ 8,254,000 $ 11,653,000 During fiscal 2023 and fiscal 2022, sales to foreign customers accounted for approximately $ 8,254,000 and $ 11,653,000 , or 55 % and 68 % respectively, of total revenues. The Company had two customers which accounted for 14 % of sales during fiscal 2023. Four customers accounted for 44 % of the outstanding accounts receivables at February 28, 2023. The Company had two customers which accounted for 24 % of sales during fiscal 2022. Three customers accounted for 41 % of the outstanding accounts receivables at February 28, 2022. NOTE 13: COMMITMENTS AND CONTINGENCIES Other than the letters of credit discussed in Notes 3 and 8, the Company did not have any material commitments or contingencies as of February 28, 2023. The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. As of February 28, 2023, the Company did not have any pending legal actions. 58 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 25, 2023 Sono-Tek Corporation (Registrant) By: /s/ Dr. Christopher L. Coccio Dr. Christopher L. Coccio, Chief Executive Officer and Chairman In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Dr. Christopher L Coccio May 25, 2023 /s/ Eric Haskell May 25, 2023 Christopher L. Coccio Eric Haskell Chief Executive Officer, Chairman and Director Director /s/ Stephen J. Bagley May 25, 2023 / s/ Dr. Joseph Riemer May 25, 2023 Stephen J. Bagley Dr. Joseph Riemer Chief Financial Officer Director /s/ Carol O’Donnell May 25, 2023 /s/ Philip A. Strasburg May 25, 2023 Carol O’Donnell Philip A. Strasburg Director Director /s/ R. Stephen Harshbarger May 25, 2023 /s/ Dr. Donald F. Mowbray May 25, 2023 R. Stephen Harshbarger Donald F. Mowbray President and Director Director 59