What changed in this filing

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Item 9A. Controls and Procedures

2024-05-23 compared with 2023-05-25 · 372 added, 359 removed, 887 unchanged (45% of the section changed)

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Under the supervision and with the

participation of our management, including our Chairman & CEO (principal executive officer) and Chief Financial Officer (principal

participation of our management, including our Chief Executive Officer (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

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Coccio, Ph.D.

Chief Executive Officer, Chairman and Director

Executive Chairman and Director

Stephen Harshbarger

President and Director

Chief Executive Officer, President and Director

Eric Haskell, CPA

Adeniyi Lawal, Ph.D.

Mowbray, Ph.D.

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each annual meeting of the Company.

The terms of Dr.

Lawal 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.

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.

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.

Strasburg and Harshbarger

run until the annual meeting to be held in 2025.

Audit Committee

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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 three members of the Audit Committee are Eric Haskell, CPA (who serves as Chairman

of the Audit Committee), Carol O’Donnell and Philip A.

Strasburg, 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.

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

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Coccio, Ph.D.

Chief Executive Officer, Chairman and a Director

Executive Vice President

Executive Chairman and Director

Stephen Harshbarger

President and Director

Chief Executive Officer, President and Director

Vice President – Manufacturing Operations

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Business Experience

BAGLEY, CPA was appointed Chief Financial Officer in June

BAGLEY, CPA was appointed Chief Financial Officer of the

Company 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.

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.

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.

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

Bagley served on the OTCQX US Advisory Council from 2019 to 2020.

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.

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.

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.

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.

and Application Engineering of the Company in August 2022.

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.

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.

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

COCCIO has served as Executive Chairman of the

Company since January 2024.

Prior thereto, Dr.

Coccio served as Sono-Tek’s Chief Executive Officer from April 2001 until January

Coccio has been a Director of the Company since June 1998 and became Chairman of the Board of Directors in August 2007.

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.

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Key attributes, Experience and Skills:

Coccio brings his strategic vision for our Company to the Board together with his leadership, business experience and investor relations

Coccio brings his strategic vision for our Company to the Board together with his leadership, business experience and investor

relations skills.

Coccio has an immense knowledge of our Company and its related applications which is beneficial to the Board.

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.

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.

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.

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.

also served with honors on board a submarine and earned the prestigious Sub-Surface Warfare (E) Insignia.

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.

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.

Coccio’s service as Executive Chairman 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.

STEPHEN HARSHBARGER has

been Chief Executive Officer and President of the Company since January 2024 and a Director since 2013.

Harshbarger originally joined

Sono-Tek in 1993 and became President in 2012.

Before becoming Chief Executive Officer and

President, Mr.

Harshbarger honed his expertise through various pivotal roles within Sono-Tek, including Sales Engineer, Worldwide Sales

and Marketing Manager, Vice President & Director of Electronics and Advanced Energy (E&AE), and Executive Vice President.

his stewardship, the sales organization flourished, with a global distribution network spanning over 40 countries and boasting a revenue

surge of over 300%.

Harshbarger is a recognized authority in

ultrasonic coating equipment, particularly within the electronics, medical device, and advanced energy sectors.

Prior to his tenure at

Sono-Tek, he played a pivotal role as the Sales and Marketing Manager for Plasmaco Inc., a pioneer in the development of Flat Panel Displays,

where he spearheaded the establishment of their distribution network, participated in venture capital funding, and introduced the first

flat panels to the Wall Street trading floors.

Harshbarger graduated from Bentley University,

with a major in Finance and a minor in Marketing.

Key attributes Experience and Skills:

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.

Harshbarger also brings leadership and oversight experience to the Board.

Harshbarger is a

pivotal asset to Sono-Tek and its Board.

Renowned as one of the foremost ultrasonic coating experts globally, he has a proven successful

track record of identifying, developing, and implementing innovative technologies for diverse markets and applications.

His adeptness

in cultivating robust distribution networks and his deep understanding of ultrasonic coating for new product developments are invaluable

assets that drive the Company’s growth and innovation.

Moreover, Mr.

Harshbarger’s leadership and oversight prowess further

enrich the strategic vision of the Board, ensuring that Sono-Tek remains at the forefront of technological advancement and market leadership.

ERIC HASKELL, CPA has been a Director since August 2009.

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and services corporation.

Haskell received a Bachelors Degree in Business Administration from Adelphi University in 1969.

He has served as Audit Committee Chairman since 2023.

Haskell received a Bachelors Degree in

Business Administration from Adelphi University in 1969.

Key attributes, Experience and Skills:

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County Community College.

ADENIYI LAWAL became a Director in April 2024.

He has considerable

experience in both industries and academia, having worked with Shell Petroleum Development Company, Texaco Overseas Oil Company, and three

different universities.

Currently he’s a Professor of Chemical Engineering at the Department of Chemical Engineering & Materials

Science, Stevens Institute of Technology where he has been a member of the faculty for over twenty-five years.

At Stevens, he has held

several administrative positions, including Program Director, Associate Department Chair, and now, Department Chair.

Lawal has directed

research groups in academia, and has been a highly successful researcher, having executed several multi-million dollar, and multi-year

projects funded by the Department of Energy and the Department of Defense.

ACS-Petroleum Research Fund, GAF Materials Corporation, Phillips

Netherlands, and International Flavors & Fragrances have also funded his research.

He has published

extensively in highly esteemed, archival journals and is the recipient of five U.S.

and international patents.

Lawal has also

been active in scientific societies, organized and chaired national and international conferences.

He received a B.Sc (Honors) Degree

in Engineering from the University of Ibadan, Nigeria, an S.M.

Degree from the Massachusetts Institute of Technology and a Ph.D.

McGill University, Canada, both in Chemical Engineering.

Key Attributes, Experience, and Skills:

Lawal’s core expertise is in catalysis, reaction engineering and process intensification with specific application to renewable

His extensive research experience and knowledge of the renewable energy landscape bring valuable insights to the Board on emerging

local and global business opportunities in green energy.

His administrative and leadership experience that has spanned decades is also

of value to the Board.

MOWBRAY has been a Director since August 2003.

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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 served as Audit Committee

Chairman from 2005 through 2023.

He was the lead partner on the Sono-Tek account from fiscal 1994 to fiscal 1996.

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.

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:

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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

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.

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.

are also required by Securities and Exchange Commission regulations to furnish the Company with copies of all such reports.

on a review of such filings, during the year ended February 29, 2024, 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.

Code of Ethics

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Christopher L.

CEO, Chairman and Director

CEO, Executive Chairman

Stephen Harshbarger 2

President and Director

CEO, President and Director

Chief Financial Officer

Christopher C.

Vice President – Sales Applications

All Other Compensation represents Company contributions to the Company’s

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options pricing model which is further discussed in Note 4 – Stock Based Compensation, in the Company’s consolidated financial

Coccio stepped down as CEO on January 1, 2024 and

became Executive Chairman.

Harshbarger became CEO on January 1, 2024.

Officer Compensation Arrangements

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Coccio was compensated at the rate of $200,000

per annum, until May 2022, at which time his annual base compensation increased to $200,000.

per annum, until January 2024, at which time his annual base compensation decreased to $160,000.

During fiscal 2024, 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.

$250,000 per annum, until January 2024, at which time his annual base compensation increased to $265,000.

During fiscal 2024, Mr.

Bagley was compensated at the rate of $175,000

per annum, until November 2022, at which time his annual base compensation increased to $175,000.

per annum, until January 2024, at which time his annual base compensation increased to $185,000.

During fiscal 2024, Mr.

Cichetti was compensated at the rate of $170,000

per annum, until August 2023, at which time his annual base compensation increased to $185,000 per annum and increased to $200,000 per

annum in January 2024.

In addition, each named officer earned bonus compensation based on

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Christopher L.

CEO, Chairman and Director

CEO, Executive Chairman and Director

Stephen Harshbarger 2

CEO, President and Director

Chief Financial Officer

Christopher C.

Vice President – Sales Applications

Coccio stepped down as CEO on January 1, 2024 and became Executive Chairman.

Harshbarger became CEO on January 1, 2024.

Estimated Payments and Benefits Upon Termination or Change in Control

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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.

Bagley, the Company’s Chief Financial Officer and Christopher L.

Coccio, the Company’s Executive

The Company also entered into an Executive Agreement with R.

Stephen Harshbarger, the Company’s Chief Executive Officer

and 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

Based on last year’s salary arrangements, if the rights of the

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Bagley, Chief Financial Officer, Christopher L.

Coccio, Chief Executive Officer and R.

Stephen Harshbarger,

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.

Coccio, Executive Chairman and R.

Stephen Harshbarger Chief

Executive Officer and 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.

Clawback Policy

On November 16, 2023, our

Board adopted an executive compensation recoupment policy consistent with the requirements of the Exchange Act Rule 10D-1 and the Nasdaq

listing standards thereunder, to help ensure that incentive compensation is paid based on accurate financial and operating data, and the

correct calculation of performance against incentive targets.

Our policy addresses recoupment of amounts from performance-based awards

paid to all corporate officers, including awards under our equity incentive plans, in the event of a financial restatement to the extent

that the payout for such awards would have been less, or in the event of fraud, or intentional, willful or gross misconduct that contributed

to the need for a financial restatement.

Compensation of Directors

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Directors and Officers

*Christopher Cichetti

*Christopher L.

3 unchanged sentences

*Joseph Riemer

*Adeniyi Lawal

All Executive Officers and Directors as a Group

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Stock Incentive Plans.

2 Includes 11,479 options currently exercisable issued under the Company’s

Stock Incentive Plans.

3 Includes 4,000 shares held in the name of Dr.

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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.

Strasburg’s wife and 3,603

options currently exercisable issued under the Company’s Stock Incentive Plans.

9 The group total includes 118,930 options currently exercisable issued under

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The group total does not include 72,526 options that are currently unexercisable.

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.

total includes 600 shares and 2,536 currently exercisable options held by Maria Kuha, a Vice President.

10 Emancipation Management LLC, Charles Frumberg and Circle N Advisors share

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2013 Stock Incentive Plan

Description of Equity Compensation Plans:

2023 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.

Description of Equity Compensation Plans:

2013 Stock Incentive Plan

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 2013 Stock Incentive Plan (the "2013 Plan"), up

to 2,500,000 options and shares had been available for grant to officers, directors, consultants and employees of the Company and its

subsidiaries.

No additional options or shares could be granted under the 2013 Plan after June 2023.

Under the 2013 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

As of February 29, 2024, there were 229,749 options outstanding under the 2013 Plan.

2023 Stock Incentive

In May 2023, to replace the expiring 2013 Plan, 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.

Company’s shareholders approved the adoption of the 2023 Plan in August 2023.

There are currently 65,793 options outstanding under

the 2023 Plan.

Under 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Independence of Directors

The Company’s Board of Directors is comprised of five “independent

The Company’s Board of Directors is comprised of six “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.

“independent directors” are Donald Mowbray, Eric Haskell, Carol O’Donnell, Philip Strasburg, Joseph Riemer and Adeniyi

Christopher L.

Coccio and R.

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PRINCIPAL ACCOUNTING FEES AND SERVICES

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 2024 and 2023 the Company paid or accrued fees of approximately

$46,000 and $129,000, respectively, for services rendered by Friedman LLP, its independent auditors.

$171,000 and $146,000, respectively, for services rendered by Marcum LLP, its independent auditors.

These fees included audit and review

Audit Related Fees - None

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.

Tax Fees - None

All Other Fees – None

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Sono-Tek Corporation 2013 Stock Incentive Plan.

Sono-Tek Corporation 2023 Stock Incentive Plan.

Amended Executive Agreement between Sono-Tek Corporation and Christopher L.

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Consent of Marcum LLP

Consent of Friedman LLP

Rule 13a-14/15d – 14(a) Certification.

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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.

Incorporated herein by reference to Exhibit A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 20, 2023.

Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2015.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

FOR THE YEARS ENDED FEBRUARY 28, 2023 and 2022

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

FOR THE YEARS ENDED FEBRUARY 29, 2024 and February 28, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Marcum LLP (PCAOB ID No:

Friedman LLP (PCAOB ID No:

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets as of February 28, 2023 and 2022

Consolidated Balance Sheets as of February 29, 2024 and February 28,

Consolidated Statements of Income

For the Years Ended February 28, 2023 and 2022

For the Years Ended February 29, 2024 and February 28, 2023

Consolidated Statements of Stockholders' Equity

For the Years Ended February 28, 2023 and 2022

For the Years Ended February 29, 2024 and February 28, 2023

Consolidated Statements of Cash Flows

For the Years Ended February 28, 2023 and 2022

For the Years Ended February 29, 2024 and February 28, 2023

Notes to Consolidated Financial Statements

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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.

We have audited the accompanying consolidated balance sheets of Sono-Tek

Corporation (the “Company”) as of February 29, 2024 and February 28, 2023, the related consolidated statements of income,

stockholders’ equity and cash flows for each of the two years in the period ended February 29, 2024, 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 29, 2024 and February 28, 2023, and the results of its operations and its cash flows

for each of the two years in the period ended February 29, 2024, 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

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting

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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

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits 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 audits 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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

Our audits 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.

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included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

Our audits 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.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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/s/ 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

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

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

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.

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

We have served as the Company’s auditor since 2020.

East Hanover, NJ

SONO-TEK CORPORATION

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Marketable securities

Accounts receivable (less allowance of $ 12,225 and 56,123 , respectively)

Accounts receivable (less allowance of $ 12,225 )

Prepaid expenses and other current assets

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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

Common stock, $ .01

shares authorized, 15,750,880

and 15,742,073

issued and outstanding as of February 29, 2024, and February 28, 2023, respectively

Additional paid-in capital

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Interest and Dividend Income

Net unrealized loss on marketable securities

Paycheck Protection Program Loan Forgiveness

Net unrealized gain/(loss) on marketable securities

Income before Income Taxes

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED FEBRUARY 28, 2023 AND 2022

YEARS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

Par Value $.01

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Cashless exercise of stock options

Proceeds from exercise of stock options

Balance - February 28, 2023

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Inventory reserve

Paycheck Protection Program Loan Forgiveness

( 1,005,372 )

Unrealized loss on marketable securities

Unrealized (gain) loss on marketable securities

Deferred tax asset, net

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Accounts receivable

( 2,026,946 )

Prepaid expenses and other assets

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Purchase of equipment, furnishings and leasehold improvements

Purchase of marketable securities, net

Sale of marketable securities

Purchase of marketable securities

( 21,826,042 )

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( 2,810,996 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from exercise of stock options

Net Cash Provided By Financing Activities

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

NET (DECREASE) IN CASH AND CASH EQUIVALENTS

( 1,219,815 )

( 1,485,957 )

CASH AND CASH EQUIVALENTS:

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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.

Accounts receivable, less an allowance for credit losses, 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

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.

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 29, 2024, the Company had $ 1,819,000 of cash in excess of the FDIC insured limit.

Consolidation - The accompanying consolidated financial

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into common stock under the treasury stock method.

Furnishings and Leasehold Improvements - Equipment, furnishings and leasehold improvements are stated at cost.

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 .

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 5 years.

Fair Value of Financial Instruments - The Company applies

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Company were determined using the following categories at February 29, 2024 and February 28, 2023, respectively:

Significant accounting policies - fair values of financial assets of the company

Schedule of significant accounting policies - fair values of financial assets of the company

Marketable Securities – February 29, 2024

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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

years for domestic patents and twelve 12

years for foreign patents, which is considered the useful life.

Amortization expense for

the years ended February 29, 2024 and February 28, 2023 was $ 16,434 and $ 18,814 , respectively.

The accumulated amortization

of patents is $ 212,861 and $ 202,681

at February 29, 2024 and February 28, 2023, respectively.

Annual amortization expense of such intangible assets is expected to be

approximately $ 11,000

per year for the next five years.

Annual amortization expense of such intangible assets is expected to

be approximately $ 16,000 per

year for the next five years.

Inventories - Inventories are stated at the lower

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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 .

At February 29, 2024 and February 28, 2023, the Company had Land,

stated at cost of $ 250,000 .

Long-Lived Assets - The Company periodically

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Actual results could differ from those estimates.

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.

Product Warranty - Expected future product warranty expense is recorded when revenue is recognized for product

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

New Accounting Pronouncements – In June 2016,

the FASB issued ASU 2016-13 - Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments.

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,

The Company has adopted ASU 2016-13 as updated and the adoption of this guidance did not have a material impact on the Company’s

consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted -

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures.

This ASU requires greater disaggregation

of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential

changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions.

This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

This ASU should be applied

on a prospective basis although retrospective application is permitted.

The Company is currently evaluating the impact the adoption of

this ASU will have on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment

expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount

of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the

title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing

segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently

required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required

by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments in

this ASU should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating

the impact of this standard on its consolidated financial statements and related disclosures, and does not expect the standard will have

a material impact on the Company’s consolidated financial statements and related disclosures.

Product Warranty - Expected future product warranty

expense is recorded when revenue is recognized for product sales.

Research and Product Development Expenses - Research

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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:

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

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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.

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.

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.

REVENUE RECOGNITION

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deposits, representing contract liabilities, and had issued Letters of Credit in the amount of $ 145,000 to secure these cash deposits.

February 28, 2022, the Company was utilizing $ 5,000 of its available credit line to collateralize these letters of credit.

At February 28, 2023, the Company was utilizing $ 145,000 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

Schedule of revenue recognition - sales revenue by product line

Twelve Months Ended

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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.

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.

Stock Options – 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.

Company’s shareholders approved the adoption of the 2023 Plan in August 2023.

The 2023 Plan replaced the 2013 Stock Incentive Plan

(the “2013 Plan”) under which no additional options or shares could be granted after June 2023.

There are currently 65,793

and 229,749 options outstanding, respectively, under the 2023 Plan and the 2013 Plan.

Under the 2023 Stock Incentive Plan, as amended (the "2023 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 2023 Plan options expire ten 10 years after the date of grant.

During fiscal 2024, the Company granted options to

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shares to the non-employee members of the board of directors with an exercise price of $ 4.79 .

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.

The options granted to employees and directors vest over three 3 years and expire in 10

The options granted by the Company during fiscal 2024 had a combined weighted average grant date fair value of $ 3.11 per

During fiscal 2023, the Company granted options to

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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 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:

The options granted to employees and directors vest over three 3 years and expire in 10

The options granted by the Company during fiscal 2023 had a combined weighted average grant date fair value of $ 3.44 per

A summary of the activity for both plans, for fiscal 2024 and fiscal

2023 is as follows:

Stock-based compensation - summary of stock options

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options at February 29, 2024 was $ 167,709 .

For the years ended February 28, 2023 and 2022 the Company

recognized $ 256,740

For the years ended February 29, 2024 and February 28, 2023 the

Company recognized $ 203,577

and $ 256,740

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Total compensation expense related to non-vested options not yet recognized as of February 29,

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.

2024 was $ 298,000

and will be recognized over the next three 3 years 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 29, 2024, the Company had net

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The weighted-average Black-Scholes assumptions are as follows:

Stock-based compensation - weighted-average black-scholes assumptions

Schedule of weighted-average black-scholes assumptions

Fiscal Year Ended

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Inventories consist of the following:

Schedule of inventory, current

Raw materials and subassemblies

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The Company maintains an allowance for slow-moving inventory for raw materials and finished

The recorded allowances at February 28, 2023 and 2022, totaled $332,525 and $327,661, respectively.

BUILDINGS, EQUIPMENT, FURNISHINGS AND LEASEHOLD IMPROVEMENTS

The recorded allowances at February 29, 2024 and February 28, 2023, totaled $ 380,400 and $ 332,525 , respectively.

BUILDINGS, EQUIPMENT, FURNISHINGS AND LEASEHOLD IMPROVEMENTS

consist of the following:

Buildings, equipment, furnishings and leasehold improvements consist

of the following:

Buildings, equipment, furnishings and leasehold improvements

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Estimated warranty costs

Accrued sales tax

Accrued commissions

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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 .

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.

As of February 29, 2024, $ 72,000 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

The Letters of Credit expire in April 2024.

As of February 29, 2024, there were no outstanding borrowings under the line of credit

and the unused portion of the credit line was $ 1,428,000 .

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

The Letters of Credit expired 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 .

The annual provision (benefit) for income taxes differs from amounts

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As a result, a deferred tax asset “Capitalized R&D expenses – IRC Section 174” has been

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 Company does not have any uncertain tax positions in 2024.

are no interest and penalties related to uncertain tax positions in 2024.

As of February 29, 2024, open years related to the federal and

state jurisdictions are 2023, 2022 and 2021.

The deferred tax asset and liability are comprised of the following:

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earnings per share:

Earnings per share - the computation of basic and diluted earnings per share

Schedule of computation of basic and diluted earnings per share

Numerator for basic and diluted earnings per share

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for approximately $ 8,822,000 and $ 8,254,000 , or 45 % and 55 % respectively, of total revenues.

For the fiscal years ended February 29, 2024 and February 28, 2023,

no single customer accounted for more than 10% of the Company’s revenues.

Two customers accounted for 26 %

of the outstanding accounts receivables February 29, 2024.

Two customers accounted for 28 %

of the outstanding accounts receivables at February 28, 2023.

The Company had two customers which accounted for 14 % of sales during

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

Three customers accounted for 41 % of the outstanding accounts receivables at February 28, 2022.

COMMITMENTS AND CONTINGENCIES

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material commitments or contingencies as of February 29, 2024.

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

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 29, 2024, the Company did not have any pending

legal actions.

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant

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Sono-Tek Corporation

Christopher L.

Chief Executive Officer and Chairman

Stephen Harshbarger

Stephen Harshbarger,

Chief Executive Officer and President

In accordance with the Exchange Act, this report has been signed below

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Christopher L.

Chief Executive Officer, Chairman and Director

Executive Chairman and Chairman of the Board of Directors

/s/ Stephen J.

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Stephen Harshbarger

President and Director

Chief Executive Officer and President

/s/ Adeniyi Lawal

Adeniyi Lawal

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures