Note 15 – Subsequent Event

On March 23, 2026, the Company entered into an Asset Purchase Agreement (the “APA”) with a subsidiary of the Atlas Copco Group (the “Buyer”) under which the Company agreed to sell to the Buyer all of the assets related to the Company’s SDC business and the Buyer will assume certain specified liabilities, in each case as set forth in the APA (collectively, the “Transaction”). The Company will retain ownership of its Saugerties, New York facility, which will be leased to the Buyer for an initial term of two years following the closing of the transaction.

The aggregate consideration payable to the Company will be approximately $16.9 million (the “Purchase Price”), subject to certain purchase price adjustments as defined in the APA.

At the closing of the Transaction (the “Closing”), the Buyer will place $900,000 of the Purchase Price in escrow to cover post-Closing adjustments and indemnification obligations under the APA. The escrow will be released as described in the APA.

The APA contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Transaction.

The APA contains customary representations, warranties and covenants of the parties, including, among other things, covenants regarding the operations of SDC between signing of the APA and the Closing, delivery of consents and approvals, and employee-related matters. The Closing is also subject to customary closing conditions, including the receipt of necessary third-party consents, the absence of any legal restraint prohibiting the transaction, and the satisfaction of other conditions customary for transactions of this nature.

The Buyer and the Company are required to use their reasonable best efforts to consummate the Transaction which is expected to occur during the second quarter of 2026.