Item 9A. Controls and Procedures
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 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
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, 2026. 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.
31
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.
32
PART III
ITEM 10
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Directors
Name
Age
Position with the Company
Christopher L. Coccio, Ph.D.
85
Executive Chairman and Director
R. Stephen Harshbarger
58
Chief Executive Officer, President and Director
Eric Haskell, CPA
79
Director*
Adeniyi Lawal, Ph.D.
69
Director
Carol O’Donnell
69
Director*
Joseph Riemer, Ph.D.
77
Director
Kirk Warshaw, CPA
68
Director*
*Member of the Audit Committee.
Our 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 our shareholders. The terms of Mr. Haskell, Dr. Lawal and Ms. O’Donnell run until the annual meeting
to be held in 2026, and in each case until their respective successors are duly elected and qualified. The terms of Drs. Coccio and Riemer
and Messrs. Harshbarger and Warshaw run until the annual meeting to be held in 2027.
Audit Committee
We have a separate designated standing Audit Committee established
and administered in accordance with SEC rules. The three members of the Audit Committee are Eric Haskell, CPA (who serves as Chairman
of the Audit Committee), Carol O’Donnell and Kirk Warshaw, 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. Haskell 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 Carol O’Donnell (who serves as Chairperson
of the Compensation Committee), Dr. Lawal and Mr. Haskell, 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.
Family Relationships
There are no family relationships between any of our directors and officers.
33
Identification of Executive Officers
Name
Age
Position with the Company
Stephen J. Bagley, CPA
63
Chief Financial Officer
Christopher C. Cichetti
44
Chief Operating Officer
Christopher L. Coccio, Ph.D.
85
Executive Chairman and Director
R. Stephen Harshbarger
58
Chief Executive Officer, President and Director
Maria T. Kuha
49
Vice President – Manufacturing Operations
The foregoing officers are appointed for terms of one year or until
their successors are duly appointed 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 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. Mr. Bagley
earned a Bachelor of Science degree from The State University of NY at Oneonta and an MBA from Marist University. 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 Chief Operating Officer in March
2025. From August 2022 until March 2025, Mr. Cichetti served as Vice President – Sales and Application Engineering of the Company.
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 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
2024. Dr. Coccio has been a Director of the Company since June 1998 and became Chairman of the Board of Directors 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 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.
34
R. STEPHEN HARSHBARGER has been Chief
Executive Officer and President of the Company since January 2024 and a Director since 2013. Mr. 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. Under his stewardship, the sales
organization flourished, with a global distribution network spanning over 40 countries and boasting a revenue surge of over 300%.
Mr. 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. Mr. Harshbarger graduated from Bentley University, with a major in Finance and a minor in Marketing.
Key attributes Experience and Skills: Mr. 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. 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. He has served as Audit Committee Chairman since 2023. 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.
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.
35
DR. 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. Dr. 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. Dr. 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. from McGill University, Canada, both in Chemical
Engineering.
Key Attributes, Experience, and Skills: Dr. Lawal’s
core expertise is in catalysis, reaction engineering and process intensification with specific application to renewable energy. 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.
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. She also provides consulting services to
OpenDeal, Inc., a financial services company. 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 a director of Apimeds
Pharmaceuticals US, Inc., a New York Stock Exchange listed company (NYSE: APUS), and a trustee of various family trusts. Ms.
O’Donnell is admitted to practice law in the State of 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.
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.
36
KIRK WARSHAW, CPA, has been a director since May 2025. He has over
40 years of experience in financial and general management across a diverse range of industries. Since 2015, he has served as the Executive
Chairman of Bogue Machine Company, a state-of-the-art machining operation that produces complex components for both commercial and defense
contractors, and as Chief Executive Officer and Chief Financial Officer of UAV Turbines, a company focused on developing small turbine
engine systems for aerospace and military applications. Mr. Warshaw has also provided advisory services and held interim executive leadership
roles at numerous companies, specializing in financial oversight, corporate restructuring, and strategic growth. Earlier in his career,
Mr. Warshaw worked in public accounting and financial institutions, earning his CPA in 1982.
Key attributes, Experience and Skills: Mr. Warshaw’s
extensive experience in financial and operational management at both public and private companies provides the Board with valuable insights.
Mr. Warshaw’s significant experience in acquisitions and divestitures and strong operational, accounting, and finance background
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 our
Directors, executive officers and persons who own more than ten percent of our 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 us with copies of all such reports. Based solely on a review of such filings,
during the year ended February 28, 2026, all of our Directors and executive officers and holders of more than ten percent of our stock
have made timely filings of such reports.
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.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase,
sale and/or other dispositions of our securities by directors, officers and employees, and by the Company itself, that are reasonably
designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us .
ITEM 11
EXECUTIVE COMPENSATION
The following table sets forth the aggregate remuneration paid or
accrued by the Company for fiscal 2026 and fiscal 2025 for each named officer of the Company.
37
Summary Compensation Table
Name and
Principal Position
Year
Salary
($)
Bonus
($)
Stock Awards
Option Awards 1
($)
All Other Compensation 2
Total
($)
R. Stephen Harshbarger
CEO, President and Director
2026
2025
274,000
265,000
63,400
50,500
0
0
60,000
60,000
10,700
10,000
408,100
385,500
Stephen J. Bagley
Chief Financial Officer
2026
2025
191,300
185,000
47,000
37,400
0
0
25,000
25,000
7,400
7,200
270,700
254,600
Christopher C. Cichetti
Chief Operating Officer
2026
2025
200,000
200,000
47,000
37,400
0
0
45,000
90,000
8,000
7,400
300,000
334,800
1
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.
2
All Other Compensation represents Company contributions to the Company’s 401K plan.
Officer Compensation Arrangements
During fiscal 2026, Mr. Harshbarger was compensated at the rate of
$274,000 per annum.
During fiscal 2026, Mr. Bagley was compensated at the rate of $191,300
per annum.
During fiscal 2026, Mr. Cichetti was compensated at the rate of $200,000
per annum.
In addition, each named officer earned bonus compensation based on
the achievement of certain operating objectives.
Outstanding Equity Awards at Fiscal Year End
Name
Number of Securities
Underlying Unexercised
Options (#) Exercisable
Number of Securities
Underlying Unexercised
Options (#) Unexercisable
Option
Exercise Price
($)
Option
Expiration Date
R. Stephen Harshbarger
5,815
—
6.05
11/18/2031
CEO, President and Director
16,340
—
6.26
02/17/2032
3,937
—
5.96
11/17/2032
3,726
932
5.00
11/16/2033
10,425
12,741
4.12
08/22/2034
—
29,268
3.25
08/21/2035
Stephen J. Bagley
2,750
—
4.45
01/15/2031
Chief Financial Officer
9,804
—
6.26
02/17/2032
1,969
—
5.96
11/17/2032
1,863
466
5.00
11/16/2033
4,344
5,309
4.12
08/22/2034
—
12,195
3.25
08/21/2035
Christopher C. Cichetti
2,750
—
4.45
01/15/2031
Chief Operating Officer
9,804
—
6.26
02/17/2032
1,969
—
5.96
11/17/2032
1,863
466
5.00
11/16/2033
4,969
1,242
5.00
11/16/2033
15,637
19,112
4.12
08/22/2034
—
21,951
3.25
08/21/2035
38
Estimated Payments and Benefits Upon Termination or Change in Control
The Company has entered into Executive Agreements with Stephen J.
Bagley, the Company’s Chief Financial Officer, Christopher Cichetti, the Company’s Chief Operating Officer, Christopher L.
Coccio, the Company’s Executive Chairman and R. Stephen Harshbarger, the Company’s Chief Executive Officer. The agreements
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 $455,000, Christopher Cichetti $475,000, Christopher L. Coccio $406,000 and R. Stephen Harshbarger $645,000.
Severance Agreements
The Company has entered into severance agreements with Stephen J.
Bagley, Chief Financial Officer, Christopher Cichetti, Chief Operating Officer, Christopher L. 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 cause, the officers shall receive severance payments equal to two weeks of compensation for each full year employed by
the Company.
Clawback Policy
Our Board has 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
Each non-employee director receives $2,500 for each meeting
attended. Directors who are employees of the Company receive no additional compensation for serving as directors. For the year ended February
28, 2026, director compensation was as follows:
2026 Director Compensation
Name
Fees
Earned
or Paid in
Cash ($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total ($)
Christopher Coccio
—
—
50,000 1
—
—
220,800 2
270,800
Eric Haskell
5,000
—
12,000 3
—
—
—
17,000
Adeniyi Lawal
7,500
—
12,000 4
—
—
—
19,500
Carol O’Donnell
7,500
—
12,000 5
—
—
—
19,500
Philip Strasburg 6
5,000 6
—
—
—
—
—
5,000
Joseph Riemer
7,500
—
12,000 7
—
—
—
19,500
Kirk Warshaw
7,500
—
12,000 8
—
—
—
19,500
1
During fiscal 2026, Dr. Coccio received a grant of 29,240 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Coccio held an aggregate of 99,744 stock options.
2
Represents salary of $160,000 and bonus of $54,000 paid to Dr. Coccio during fiscal 2026 in connection with his service as Executive Chairman and a Company contribution of $6,800 to the Company’s 401k plan.
3
During fiscal 2026, Mr. Haskell received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Mr. Haskell held an aggregate of 35,377 stock options.
4
During fiscal 2026, Dr. Lawal received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Lawal held an aggregate of 12,351 stock options.
5
During fiscal 2026, Ms. O’Donnell received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Ms. O’Donnell held an aggregate of 25,377 stock options.
6
Mr. Strasburg did not stand for reelection as a Director and his term concluded in August 2025 upon completion of the Company’s annual meeting of stockholders.
7
During fiscal 2026, Dr. Riemer received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Dr. Riemer held an aggregate of 27,377 stock options.
8
During fiscal 2026, Mr. Warshaw received a grant of 7,018 options exercisable at $3.25 per share. At the end of fiscal 2026, Mr. Warshaw held an aggregate of 7,018 stock options.
39
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.
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following information is furnished as of May 19, 2026 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.
Name (and address if more than 5%) of Beneficial owner
Amount
Beneficially
Owned
Percent
Directors and Officers
*Stephen J. Bagley
54,169
1
**
*Christopher Cichetti
36,992
2
**
*Christopher L. Coccio
370,673
3
2.35%
*R. Stephen Harshbarger
305,521
4
1.94%
*Eric Haskell
33,850
5
**
*Adeniyi Lawal
2,400
**
*Carol O’Donnell
36,691
6
**
*Joseph Riemer
34,903
7
**
*Kirk Warshaw
1,000
**
All Executive Officers and Directors as a Group
886,709
8
5.57%
Additional 5% owners
Emancipation Management LLC 9,10
Charles Frumberg 9,10
Circle N Advisors, LLC 9,10
5,472,052
34.82%
V. Adah Nicklin 11
915,599
5.83%
Dawn Cupero 12
924,289
5.88%
The above ownership percentages are based on 15,713,747 shares outstanding as of May 19,
2026.
*
c/o Sono-Tek Corporation, 2012 Route 9W, Milton, NY 12547.
**
Less than 1%
1
Includes 19,915 options currently exercisable issued under the Company’s Stock Incentive Plans.
2
Includes 36,992 options currently exercisable issued under the Company’s Stock Incentive Plans.
3
Includes 4,000 shares held in the name of Dr. Coccio’s wife and 57,226 options currently exercisable issued under the Company’s Stock Incentive Plans.
4
Includes 40,243 options currently exercisable issued under the Company’s Stock Incentive Plans.
5
Includes 24,691 options currently exercisable issued under the Company’s Stock Incentive Plans.
6
Includes 14,691 options currently exercisable issued under the Company’s Stock Incentive Plans.
7
Includes 16,241 options currently exercisable issued under the Company’s Stock Incentive Plans.
40
8
The group total includes 219,826 options currently exercisable issued under the Company’s Stock Incentive Plans. The group total does not include 214,461 options that are currently unexercisable. The group total includes 683 shares and 9,857 currently exercisable options held by Maria Kuha, a Vice President.
9
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.
10
The address of this person is 1065 Main Street, Suite F, PO Box 336, Fishkill, NY 12524.
11
The address of this person is 3 Rivers Edge, Newburgh, NY 12550.
12
The address of this person is 308 Schubauer Dr, Cary, NC 27513.
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
195,810
$
5.01
—
2023 Stock Incentive Plan
395,201
$
3.83
2,104,799
Total
591,011
2,104,799
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 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. As of February 28, 2026, there were 195,810 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 Company’s shareholders approved
the adoption of the 2023 Plan in August 2023. There are currently 395,201 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.
41
We do not grant stock option awards in anticipation of the release of material, nonpublic
information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events.
For all stock option awards, the exercise price is the closing price of our common stock on the NASDAQ capital market on the date option
awards are issued.
ITEM 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons – None
Independence of Directors
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 Eric Haskell, Carol O’Donnell, Joseph Riemer, Adeniyi Lawal and Kirk Warshaw. 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 2026 and 2025 the Company paid or accrued fees of approximately
$242,000 and $185,000, respectively, for services rendered by CBIZ CPAs, its independent auditors. These fees included audit and review
services.
Audit Related Fees - None
Tax Fees - None
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 2026 and fiscal 2025.
42
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.
4(a) 3
Description of Securities
10(a) 4
Sono-Tek Corporation 2013 Stock Incentive Plan.
10(b) 5
Sono-Tek Corporation 2023 Stock Incentive Plan.
10(c) 6
Letter Agreement between Sono-Tek Corporation and Christopher L. Coccio dated October 20, 2017.
10(d) 6
Letter Agreement between Sono-Tek Corporation and R. Stephen Harshbarger dated October 20, 2017.
10(e) 6
Letter Agreement between Sono-Tek Corporation and Stephen J. Bagley dated October 20, 2017.
10(f) 7
Amended and Restated Loan Agreement between Sono-Tek Corporation and M&T Bank dated January 17, 2019.
10(g) 7
Addendum to Loan Agreement (Flexline) between Sono-Tek Corporation and M&T Bank dated January 17, 2019.
10(h) 7
Addendum to Loan Agreement (Loan Limit) between Sono-Tek Corporation and M&T Bank dated January 17, 2019.
10(i) 7
Loan Agreement between Sono-Tek Corporation and M&T Bank dated January 17, 2019.
10(j) 7
Amended and Restated Revolving Demand Note between Sono-Tek Corporation and M&T Bank dated January 17, 2019 .
10(k) 7
Security Agreement between Sono-Tek Corporation and M&T Bank dated January 17, 2019.
10(l) 8
Letter Agreement between Sono-Tek Corporation and Christopher Cichetti dated October 20, 2017.
10(m)9
Executive Agreement by and between the Company and R. Stephen Harshbarger dated as of November 5, 2025 .
10(n)9
Executive Agreement by and between the Company and Christopher L. Coccio dated as of November 5, 2025.
10(o)9
Executive Agreement by and between the Company and Stephen J. Bagley dated as of November 5, 2025.
10(p)9
Executive Agreement by and between the Company and Christopher Cichetti dated as of November 5, 2025.
19 8
Insider Trading Policies and Procedures
14 10
Code of Ethics.
21 11
Subsidiaries of Issuer.
23.1 11
Consent of CBIZ CPAs P.C.
31.1 11
Rule 13a-14/15d – 14(a) Certification.
31.2 11
Rule 13a-14/15d – 14(a) Certification.
32.1 11
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 11
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97 12
Policy Relating to Recovery of Erroneously Awarded Compensation.
101.INS 14
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 11
XBRL Taxonomy Extension Schema Document.
101.CAL 11
XBRL Taxonomy Calculation Linkbase Document.
101.DEF 11
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB 11
XBRL Extension Label Linkbase Document.
101.PRE 11
XBRL Taxonomy Extension Presentation Linkbase Document.
104 11
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
43
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 Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on August 26, 2021.
4
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.
5
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.
6
Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2018.
7
Incorporated herein by reference to the Company’s Form 10-K for the year ended February 28, 2019.
8
Incorporated herein by reference to the Company’s Form 10-K for the year ended February 29, 2024.
9
Incorporated herein by reference to the Company’s Current Report on Form 8-K dated November 5, 2025 and filed with the Securities and Exchange Commission on November 12, 2025.
10
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.
11
Filed herewith.
12
Incorporated herein by reference to the Company’s Current Report on Form 8-K dated November 16, 2023 and filed with the Securities and Exchange Commission on November 17, 2023.
ITEM 16
10-K SUMMARY
None.
44
SONO-TEK CORPORATION
FORM 10-K
ITEM 8
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
FOR THE YEARS ENDED FEBRUARY 28, 2026 and February 28, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
CBIZ CPAs P.C. (PCAOB ID No: 199 )
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of February 28, 2026 and February 28,
2025
Consolidated Statements of Income
For the Years Ended February 28, 2026 and February 28, 2025
Consolidated Statements of Stockholders' Equity
For the Years Ended February 28, 2026 and February 28, 2025
Consolidated Statements of Cash Flows
For the Years Ended February 28, 2026 and February 28, 2025
Notes on Consolidated Financial Statements
F- 1
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 sheets of Sono-Tek
Corporation (the “Company”) as of February 28, 2026 and 2025, the related consolidated statements of income, stockholders’
equity and cash flows for the years ended February 28, 2026 and 2025, and the related notes (collectively referred to as the “financial
statements”). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial
position of the Company as of February 28, 2026 and 2025, and the results of its operations and its cash flows for the years ended February
28, 2026 and 2025, 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 these financial statements based on our audits. 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 audits 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 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
financial reporting. Accordingly, we express no such opinion.
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. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. 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 audits provide 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/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Company’s auditor since 2020 (such date takes into account
the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).
Morristown, NJ
May 28, 2026
F- 2
SONO-TEK CORPORATION
CONSOLIDATED BALANCE SHEETS
February 28,
2026
February 28
2025
ASSETS
Current Assets:
Cash and cash equivalents
$ 7,339,403
$ 5,202,361
Marketable securities
7,469,649
6,727,678
Accounts receivable (less allowance for credit losses of $ 12,225 , respectively)
3,350,953
2,347,764
Inventories
3,923,350
4,474,401
Prepaid expenses and other current assets
743,295
236,261
Total current assets
22,826,650
18,988,465
Land
250,000
250,000
Buildings, equipment, furnishings and leasehold improvements, net
2,173,443
2,610,600
Intangible assets, net
29,791
37,386
Deferred tax asset
1,141,611
1,525,185
TOTAL ASSETS
$ 26,421,495
$ 23,411,636
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$ 1,038,885
$ 859,483
Accrued expenses
2,227,401
1,718,574
Customer deposits
3,069,743
2,413,195
Income taxes payable
255,398
496,055
Total current liabilities
6,591,427
5,487,307
Deferred tax liability
55,909
132,134
Total Liabilities
6,647,336
5,619,441
Commitments and Contingencies (Note 13)
Stockholders’ Equity
Common stock, $ .01 par value; 25,000,000 shares authorized, 15,710,389 issued and outstanding as of February 28, 2026, and 15,751,153 issued and 15,749,037 outstanding as of February 28, 2025
157,104
157,512
Additional paid-in capital
10,186,858
10,018,034
Accumulated earnings
9,430,197
7,624,516
Treasury stock, at cost, 2,116 shares as of February 28, 2025
—
( 7,867 )
Total stockholders’ equity
19,774,159
17,792,195
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 26,421,495
$ 23,411,636
See accompanying notes to consolidated financial statements.
F- 3
SONO-TEK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Year Ended
February 28,
2026
February 28,
2025
Net Sales
$ 20,909,315
$ 20,504,381
Cost of Goods Sold
10,349,373
10,765,362
Gross Profit
10,559,942
9,739,019
Operating Expenses
Research and product development
2,553,898
2,724,482
Marketing and selling
3,525,239
3,677,915
General and administrative
2,655,836
2,326,582
Total Operating Expenses
8,734,973
8,728,979
Operating Income
1,824,969
1,010,040
Other Income:
Interest and dividend income
443,588
488,504
Net unrealized (loss) gain on marketable securities
( 1,498 )
35,548
Income before Income Taxes
2,267,059
1,534,092
Income Tax Expense
461,378
260,678
Net Income
$ 1,805,681
$ 1,273,414
Basic Earnings Per Share
$ 0.11
$ 0.08
Diluted Earnings Per Share
$ 0.11
$ 0.08
Weighted Average Shares – Basic
15,718,796
15,750,997
Weighted Average Shares – Diluted
15,733,825
15,770,102
See accompanying notes to consolidated financial statements.
F- 4
SONO-TEK CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025
Common Stock
Par Value $.01
Additional
Paid – In
Capital
Accumulated
Earnings
Treasury Stock
Total Stockholders’
Equity
Shares
Amount
Balance - February 29, 2024
15,750,880
$
157,509
$
9,770,387
$
6,351,102
—
$
16,278,998
Stock-based compensation expense
247,650
247,650
Cashless exercise of stock options
273
3
( 3
)
—
Treasury stock purchased
( 7,867
)
( 7,867
)
Net Income
1,273,414
—
1,273,414
Balance - February 28, 2025
15,751,153
$
157,512
$
10,018,034
$
7,624,516
( 7,867
)
$
17,792,195
Stock-based compensation expense
316,792
316,792
Proceeds from exercise of stock options
3,327
33
10,580
10,613
Treasury stock purchased
( 151,122
)
( 151,122
)
Treasury stock retired
( 44,091
)
( 441
)
( 158,548
)
158,989
—
Net Income
1,805,681
1,805,681
Balance - February 28, 2026
15,710,389
$
157,104
$
10,186,858
$
9,430,197
—
$
19,774,159
See accompanying notes to consolidated financial statements.
F- 5
SONO-TEK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended
February 28,
2026
February 28,
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income
$ 1,805,681
$ 1,273,414
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
669,311
700,535
Stock-based compensation expense
316,792
247,650
Inventory write-off
97,165
81,389
Unrealized loss/(gain) on marketable securities
1,498
( 35,548 )
Deferred income tax benefit, net
307,348
( 366,608 )
(Increase) Decrease in:
Accounts receivable
( 1,003,189 )
( 877,053 )
Inventories
453,886
666,189
Prepaid expenses and other assets
( 507,034 )
( 28,523 )
(Decrease) Increase in:
Accounts payable
179,402
( 190,259 )
Accrued expenses
508,827
( 20,904 )
Customer deposits
656,548
( 1,006,511 )
Income taxes payable
( 240,657 )
81,248
Net Cash Provided by Operating Activities
3,245,578
525,019
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment, furnishings and leasehold improvements
( 224,558 )
( 468,798 )
Sale of marketable securities
3,045,439
17,668,060
Purchase of marketable securities
( 3,788,908 )
( 14,648,839 )
Net Cash (Used in)/Provided by Investing Activities
( 968,027 )
2,550,423
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options
10,613
—
Purchase of treasury stock
( 151,122 )
( 7,867 )
Net Cash (Used in) Financing Activities
( 140,509 )
( 7,867 )
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS
2,137,042
3,067,575
CASH AND CASH EQUIVALENTS:
Beginning of year
5,202,361
2,134,786
End of year
$ 7,339,403
$ 5,202,361
Supplemental Cash Flow Disclosure:
Interest Paid
$ —
$ —
Income Taxes Paid
$ 569,630
$ 547,644
See accompanying notes to consolidated financial statements.
F- 6
SONO-TEK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED FEBRUARY 28, 2026 AND FEBRUARY 28, 2025
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 expenses for fiscal 2026 and fiscal 2025 were $ 445,000
and $ 438,000 , respectively.
Accounts Receivable, net - In the normal course of business,
the Company extends credit to customers. Accounts receivable, less an allowance for credit losses, reflect the net realizable value of
receivables and approximate fair value. The Company maintains an allowance for credit losses at an amount estimated to be sufficient
to cover the risk of collecting less than full payment of financial assets measured at amortized cost, including receivables. The Company
estimates expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts. The Company
considers factors such as customer-specific risk characteristics, aging, historical write-off trends, and other relevant economic and
environmental conditions in developing the estimate. The Company estimates losses on receivables based on expected losses, including its
historical experience of actual losses. Receivables are written off when it is probable that all contractual payments due will not be
collected in accordance with the terms of the agreement. At each balance sheet date, the Company evaluates its receivables and will assess
the allowance for credit losses based on historical write-off trends. After all reasonable attempts to collect an account receivable have
failed, the amount of the receivable is written off against the allowance. As of February 28, 2026 and 2025, the Company's allowance for
credit losses was $ 12,225 .
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, 2026, the Company had $ 5,238,000 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 5 years.
F- 7
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, 2026 and February 28, 2025, respectively:
Schedule of significant accounting policies - fair values of financial assets of the company
Level 1
Level 2
Level 3
Total
Marketable Securities – February 28, 2026
$ 7,359,354
$ 110,295
$ —
$ 7,469,649
Marketable Securities – February 28, 2025
$ 6,135,914
$ 591,764
$ —
$ 6,727,678
Marketable Securities include certificates of deposit and US Treasury
securities, totaling $ 7,469,649 and $ 6,727,678 that are considered to be highly liquid and easily tradeable as of February 28, 2026 and
February 28, 2025, 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.”
F- 8
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,
2026 and February 28, 2025, there were no uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”
or “OBBBA”) was signed into law. The Act introduces significant changes to the Internal Revenue Code, including the permanent
extension of many provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”) and various new tax incentives and adjustments. The
financial reporting implications of the Act were recorded in the income tax provision for the year ended February 28, 2026, in accordance
with ASC 740, Income Taxes.
The OBBBA did not change the statutory U.S. federal tax rate. Accordingly,
the OBBBA did not compel the Company to remeasure its deferred tax assets and liabilities solely because of a rate change. However, the
various changes in tax law did impact the Company’s current and deferred tax calculations.
The most significant tax provisions impacting the Company include:
Bonus Depreciation – The Act permanently restores 100% bonus
depreciation for qualified property acquired and placed into service after January 19, 2025.
Research and Development (“R&D”) Costs – The Act
reinstates the ability for entities to immediately expense domestic R&D costs for tax years beginning after December 31, 2024.
Certain small businesses may also retroactively expense R&D costs, which were capitalized under the TCJA during the calendar
years 2022 – 2024. In accordance with the Act, for the fiscal year ended February 28, 2026, the Company has
expensed the R&D costs incurred for the current calendar year end. Pursuant to the Act, R&D costs amounts previously capitalized
and recorded as a deferred tax asset now are eligible to be expensed in full verses being amortized periodically over a five year term.
Any prior year R&D amounts capitalized and not utilized in the current year will be carried over as a deferred tax asset. Some states
have decoupled from the federal tax provisions of the Act and continue to follow the prior tax laws per the 2017 Tax Cuts and Jobs Act
for capitalizing and amortizing R&D costs. The expensing of these costs is subject to taxable income limitations.
Intangible Assets - Include costs of patent applications
which are deferred and charged to operations over seventeen 17 years for domestic patents and twelve 12 years for foreign patents, which
is considered the useful life. Amortization expense for the years ended February 28, 2026 and February 28, 2025 was $ 7,595 and $ 10,180 ,
respectively. The accumulated amortization of patents is $ 230,636 and $ 223,041 at February 28, 2026 and February 28, 2025, respectively.
The annual amortization expense of such intangible assets is expected to be approximately $ 8,000 per year for the next four 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 forty 40 years.
At February 28, 2026 and February 28, 2025, the Company had Land,
stated at cost of $ 250,000 .
F- 9
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, 2026
and February 28, 2025 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.
Recently Adopted Accounting Pronouncements – 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. This ASU 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 has adopted this ASU on a retrospective basis, and
the standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. See Note:
9: Income Taxes, for the Company’s income tax disclosures.
Recent Accounting Pronouncements Not Yet Adopted - In
November 2024, the FASB issued ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about
specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense
captions presented on the consolidated statement of operations. The guidance in this ASU is effective for fiscal years beginning after
December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company
is currently evaluating the impact the adoption of this ASU will have on its 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
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 2026 and fiscal 2025, the Company spent approximately
$ 2,554,000 and $ 2,724,000 , 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:
F- 10
•
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.
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. The
Company requires cash deposits when an order is placed and subsequent cash deposits before a customer’s equipment is shipped. At
the time of shipment, the Company will extend credit terms to its customers. The credit terms do not contain a significant financing component
(credit terms over more than one year).
At February 28, 2026, the Company had received $ 3,070,000 in customer
deposits, representing contract liabilities.
At February 28, 2025, the Company had received $ 2,413,000 in customer
deposits, representing contract liabilities, and had issued Letters of Credit in the amount of $ 106,000 to secure these customer deposits.
At February 28, 2025, the Company was utilizing $ 106,000 of its available credit line to collateralize these letters of credit.
At February 29, 2024, the Company had received $ 3,420,000 in cash
deposits, representing contract liabilities.
F- 11
The Company’s sales revenue, by product line is as follows:
Schedule of revenue recognition - sales revenue by product line
Twelve Months Ended
February 28,
February 28,
2026
% of total
2025
% of total
Fluxing Systems
$ 713,000
3 %
$ 467,000
2 %
In-Line Coating Systems
7,070,000
34 %
3,703,000
18 %
Multi-Axis Coating Systems
8,055,000
39 %
10,678,000
52 %
OEM Systems
1,210,000
6 %
1,484,000
7 %
Other
3,861,000
18 %
4,172,000
21 %
TOTAL
$ 20,909,000
$ 20,504,000
NOTE 4: STOCK-BASED COMPENSATION
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. The
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 395,201
and 195,810 options outstanding, respectively, under the 2023 Plan and the 2013 Plan.
During fiscal 2026, the Company granted options to acquire 154,328
shares to employees exercisable at prices ranging from $ 3.25
to $ 3.77
and options to acquire 35,088
shares to the non-employee members of the board of directors with an exercise price of $ 3.25 .
The options granted to employees and directors vest over three 3
years and expire in ten 10 years. The options granted by the Company during fiscal 2026 had a combined weighted average grant date
fair value of $ 3.26 per share.
During fiscal 2025, the Company granted options to acquire 134,656
shares to employees exercisable at prices ranging from $ 4.12
to $ 4.87
and options to acquire 26,667
shares to the non-employee members of the board of directors with an exercise price of $ 4.12 .
The options granted to employees and directors vest over three 3 years and expire in ten 10 years. The options granted by the
Company during fiscal 2025 had a combined weighted average grant date fair value of $ 4.13 per share.
A summary of the activity for both plans, for fiscal 2026 and fiscal
2025 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 29, 2024
295,542
181,376
$ 4.99
$ 4.89
8.04
Granted
161,323
4.13
Exercised
( 1,209 )
( 3.19 )
Cancelled
( 27,657 )
( 5.49 )
Balance - February 28, 2025
427,999
226,913
$ 4.64
$ 4.90
7.93
Granted
189,416
$ 3.26
Exercised
( 3,327 )
( 3.19 )
Cancelled
( 23,077 )
( 4.24 )
Balance - February 28, 2026
591,011
305,278
$ 4.22
$ 4.81
7.75
The aggregate intrinsic value of the Company’s vested and exercisable
options at February 28, 2026 was $ 298,766 .
F- 12
For the years ended February 28, 2026 and February 28, 2025, the
Company recognized $ 317,000
and $ 248,000
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,
2026 was $ 448,000
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 28, 2026, 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. Cashless exercises during
the years ended February 28, 2026 and 2025 resulted in 0 and 273 shares of common stock issued, respectively.
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:
Schedule of weighted-average black-scholes assumptions
Fiscal Year Ended
February 28,
2026
February 28,
2025
Expected life
5 - 8 years
5 - 8 years
Risk free interest rate
3.81 % - 4.32 %
3.64 % - 4.39 %
Expected volatility
54.49 % - 56.95 %
55.19 % - 60.34 %
Expected dividend yield
0 %
0 %
NOTE 5: INVENTORIES
Inventories consist of the following:
Schedule of inventory, current
February 28,
2026
February 28,
2025
Raw materials and subassemblies
$ 1,931,294
$ 2,322,821
Finished goods
932,866
1,012,600
Work in process
1,059,190
1,138,980
Total
$ 3,923,350
$ 4,474,401
The Company maintains an allowance for slow-moving inventory for raw
materials and finished goods. The recorded allowances at February 28, 2026 and February 28, 2025, were $ 445,294 and $ 398,165 , respectively.
F- 13
The Company maintains a valuation allowance for slow moving inventory
for raw materials and finished goods. The valuation allowance creates a new cost basis for the slow-moving inventory, and the new cost
basis is not subsequently marked up through a reduction in the valuation allowance based on any changes in the underlying facts
and circumstances. When the valuation allowance is initially recorded, the increase to the allowance is recognized as an increase
in cost of sales. The valuation allowance is only reduced if or when the underlying reserved inventory is sold or destroyed, at which
time the recognized cost of sales would include the adjusted cost basis of the reserved inventory. During the years ended February 28,
2026 and 2025, the Company recorded approximately $ 97,000 and $ 81,000 , respectively, in additional allowances for slow moving inventory.
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,
2026
2025
Buildings
$ 2,250,000
$ 2,250,000
Laboratory equipment
1,860,306
1,843,945
Machinery and equipment
1,951,118
1,921,722
Leasehold improvements
1,105,132
1,048,328
Tradeshow and demonstration equipment
1,249,850
1,249,850
Furniture and fixtures
1,967,339
1,877,548
10,383,745
10,191,393
Less: Accumulated depreciation
( 8,210,302 )
( 7,580,793 )
$ 2,173,443
$ 2,610,600
Depreciation expense for the years ended February 28, 2026 and February
28, 2025 was $ 661,716 and $ 690,354 , respectively.
NOTE 7: ACCRUED EXPENSES
Accrued expenses consist of the following:
Accrued expenses
February 28,
2026
February 28,
2025
Accrued compensation
$ 651,967
$ 565,354
Estimated warranty costs
658,150
578,425
Estimated installation costs
319,000
81,000
Accrued sales tax
30,164
15,000
Accrued commissions
128,908
147,459
Professional fees
151,521
94,521
Other accrued expenses
287,691
236,815
Total accrued expenses
$ 2,227,401
$ 1,718,574
NOTE 8: REVOLVING LINE OF CREDIT
The Company has a $ 1,500,000 revolving line of credit at prime which
was 6.750 % at February 28, 2026 and 7.50 % at February 28, 2025. 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, 2026, $ 0 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.
As of February 28, 2026, there were no outstanding borrowings under the line of credit, and the unused portion of the credit line was
$ 1,500,000 .
F- 14
As of February 28, 2025, $ 106,000 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 expired in June 2025. As of February 28, 2025, there were no outstanding borrowings under the line of credit,
and the unused portion of the credit line was $ 1,394,000 .
NOTE 9: 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
Twelve Months Ended
February 28,
February 28,
2026
% of total
2025
% of total
Expected federal income tax
$ 476,082
21 %
$ 322,159
21 %
State tax, net of federal
56,906
2.5 %
30,884
2 %
Research and development tax credits
( 144,164 )
( 6.9 % )
( 151,529 )
( 10 % )
Permanent differences:
Non-Deductible equity-based compensation
66,526
3 %
52,007
3 %
Other
$ 6,028
0.3 %
$ 7,157
0.04 %
Income tax expense
461,378
20 %
260,678
17 %
The Company files state and local income tax returns in more than twenty state and local
jurisdictions. One state, California, makes up the majority of the state taxes due. In fiscal 2026 and fiscal 2025, California state taxes
were approximately $ 28,000 and $ 17,000 , respectively. All other state taxes are significantly less.
Components of the current and deferred tax expense are as follows:
Income taxes - current and deferred tax expense
February 28,
2026
February 28,
2025
Current:
Federal
$ 112,987
$ 548,743
State
40,094
78,543
Total current income tax
153,081
627,286
Deferred:
Federal
306,467
( 318,949 )
State
1,830
( 47,659 )
Total deferred income tax
308,297
( 366,608 )
Income tax expense
$ 461,378
$ 260,678
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. The Company has Massachusetts research and development tax credits that have been fully reserved as management does
not foresee utilizing such tax credits in the foreseeable future. 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 its other deferred tax assets.
The Company had no uncertain tax positions in 2026. There are no interest
and penalties related to uncertain tax positions in 2026. As of February 28, 2026, open years related to the federal and state jurisdictions
are 2025, 2024 and 2023.
F- 15
The deferred tax asset and liability are comprised of the following:
Income taxes - deferred tax asset and liability components
February 28,
2026
February 28
2025
Deferred tax asset
Allowance for inventory
$ 107,000
$ 92,000
Allowance for accounts receivable
3,000
3,000
Capitalized R&D expenses – IRC Section 174
633,000
1,277,000
Accrued expenses and other
255,000
154,000
Research & Development tax credits
144,000
—
Research & Development tax credits – Massachusetts
498,000
383,000
Sub-total deferred tax asset
1,640,000
1,909,000
Less valuation allowance – Massachusetts R&D tax credits
( 498,000 )
( 383,000 )
Deferred tax asset – Long Term
$ 1,142,000
$ 1,526,000
Deferred tax liability
Building and leasehold depreciation
( 56,000 )
( 132,000 )
Deferred tax liability – Long Term
$ ( 56,000 )
$ ( 132,000 )
The following table presents income taxes paid (net of funds received), disaggregated by
jurisdiction:
Schedule of federal income tax
February 28,
2026
February 28,
2025
Federal
$ 500,000
266,862
State – California
32,000
46,500
State – Others
37,630
57,792
Foreign
—
—
Total Income Taxes Paid
$ 569,630
$ 371,154
NOTE 10: EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
Schedule of computation of basic and diluted earnings per share
February 28,
2026
February 28,
2025
Numerator for basic and diluted earnings per share
$ 1,805,681
$ 1,273,414
Denominator for basic earnings per share - weighted average
15,718,796
15,750,997
Effects of dilutive securities:
Stock options for employees, directors and outside consultants
15,029
19,105
Denominator for diluted earnings per share
15,733,825
15,770,102
Basic Earnings Per Share – Weighted Average
$ 0.11
$ 0.08
Diluted Earnings Per Share – Weighted Average
$ 0.11
$ 0.08
At February 28, 2026, the total number of stock options excluded from
the computation of diluted income per share because the effect of inclusion would have been anti-dilutive is 342,074 .
F- 16
NOTE 11: 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,
2026
February 28,
2025
Asia Pacific (APAC)
2,630,000
2,758,000
Europe, Middle East, Africa (EMEA)
3,742,000
4,431,000
Latin America
591,000
809,000
$ 6,963,000
$ 7,998,000
During fiscal 2026 and fiscal 2025, sales to foreign customers accounted
for approximately $ 6,963,000 and $ 7,998,000 , or 33 % and 39 % respectively, of total revenues.
For the fiscal year ended February 28, 2026, one customer accounted
for 28 % of the Company’s revenues. Three customers accounted for 61 % of the outstanding accounts receivables February 28, 2026.
For the fiscal year ended February 28, 2025, one customer accounted
for 11 % of the Company’s revenues. Two customers accounted for 25 % of the outstanding accounts receivables February 28, 2025.
NOTE 12: SEGMENT DATA
The Company operates in one segment. The chief operating decision
maker, who is responsible for allocating resources and assessing performance, has been identified as the Chief Executive Officer (the
“CODM”). The CODM assesses the financial performance of the Company and decides how to allocate resources based on operating
income.
The following table presents our segment data (rounded to the nearest
thousand):
Schedule of segment
data
Fiscal Year Ended
2026
2025
Net Sales
$
20,909,000
$
20,504,000
Direct Cost of Goods Sold
Materials & Freight
7,915,000
8,126,000
Production Labor
428,000
817,000
Depreciation
206,000
243,000
Other
453,000
402,000
9,002,000
9,588,000
Service Department
Salaries
539,000
560,000
Travel
162,000
218,000
Outside Installations
242,000
42,000
Warranty Costs
132,000
121,000
Other
272,000
236,000
1,347,000
1,177,000
Total Cost of Goods & Service
10,349,000
10,765,000
Gross Profit
10,560,000
9,739,000
Research & Product Development
Salaries
1,851,000
1,879,000
Insurance
131,000
167,000
Depreciation
221,000
231,000
R & D Materials
168,000
233,000
Other
183,000
214,000
2,554,000
2,724,000
F- 17
Marketing and Selling
Salaries
1,789,000
1,809,000
Commissions
635,000
767,000
Insurance
214,000
196,000
Travel & Entertainment
123,000
157,000
Advertising / Trade Show
445,000
438,000
Depreciation
103,000
87,000
Other
216,000
224,000
3,525,000
3,678,000
General and Administrative
Salaries and Wages
1,137,000
1,051,000
Insurance
194,000
183,000
Depreciation and Amortization
73,000
76,000
Professional Fees
375,000
384,000
Corporate Expenses
435,000
361,000
Stock Based Compensation
317,000
248,000
Misc. Other
126,000
24,000
2,657,000
2,327,000
Total Operating Expenses
8,736,000
8,729,000
Operating Income
1,824,000
1,010,000
Interest Income & Unrealized Gain
443,000
524,000
Income Before Taxes
2,267,000
1,534,000
Income Tax Expense
461,000
261,000
Net Income
$
1,806,000
$
1,273,000
NOTE 13: COMMITMENTS AND CONTINGENCIES
The Company did not have any material commitments or contingencies
as of February 28, 2026.
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, 2026, the Company did not have any pending
legal actions.
F- 18
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 28, 2026
Sono-Tek Corporation
(Registrant)
By: /s/ R. Stephen Harshbarger
R. Stephen Harshbarger,
Chief Executive Officer and President
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 28, 2026
/s/ Eric Haskell
May 28, 2026
Christopher L. Coccio
Eric Haskell
Executive Chairman and Chairman of the Board of Directors
Director
/s/ Stephen J. Bagley
May 28, 2026
/ s/ Dr. Joseph Riemer
May 28, 2026
Stephen J. Bagley
Dr. Joseph Riemer
Chief Financial Officer
Director
/s/ Carol O’Donnell
May 28, 2026
/s/ Adeniyi Lawal
May 28, 2026
Carol O’Donnell
Adeniyi Lawal
Director
Director
/s/ R. Stephen Harshbarger
May 28, 2026
/s/ Kirk Warshaw
May 28, 2026
R. Stephen Harshbarger
Kirk Warshaw
Chief Executive Officer and President
Director
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.