UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~August~~December 2210, 2024

Date of Report: (Date of earliest event reported)

Cyanotech Corporation

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation)

000-14602

(Commission File Number)

91-1206026

(IRS Employer Identification

Number)

73-4460 Queen Kaahumanu Highway, Suite #102, Kailua Kona, HI 96740

(Address of principal executive offices)

(808) 326-1353

(Registrant’s telephone number)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: ~~None~~none

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers~~Accountant.

~~On August 22, 2024, Cyanotech Corporation,~~ a ~~Nevada corporation (the “Company”~~), ~~named~~Dismissal ~~Jennifer Rogerson, age 35, as its Vice President (“VP”)~~ of ~~Finance~~Independent ~~and~~Registered ~~Administration.~~Public InAccounting connection with the foregoing appointment, Felicia Ladin will remain as Chief Financial Officer (“CFO”), VP of Finance and Administration, and Treasurer until her retirement date of September 5, 2024, at which point Ms. Rogerson will become CFO, VP of Finance and Administration, and Treasurer.Firm

InFollowing ~~connection~~an ~~with~~extensive ~~her~~evaluation ~~appointment,~~process ~~Ms.~~that ~~Rogerson~~included ~~will~~proposals ~~receive~~from anseveral ~~annual~~accounting ~~base salary of $195~~firms,~~000~~ ~~and will be eligible to receive a fiscal year-end bonus per~~ the ~~Management~~Audit ~~Bonus~~Committee ~~Plan, subject to~~ (the ~~Company’s~~“Audit ~~pretax~~Committee”) ~~profit and distributed as part~~ of anthe ~~overall~~Board ~~management bonus program. After her appointment, Ms. Rogerson will receive options to purchase 50,000 shares~~ of ~~the~~Directors ~~Company’s common stock~~ (the “~~Options~~Board”) ~~under~~of ~~the~~Cyanotech ~~Company’s~~Corporation ~~2016 Equity Incentive Plan~~ (the “~~Plan~~Company”), ~~subject~~with to the ~~terms~~Board’s ofapproval ~~the~~decided ~~Plan~~to ~~and~~dismiss ~~a Stock Option Grant Notice and Option Agreement. The exercise price per share of~~ the ~~Options~~Company’s ~~will~~current beindependent ~~the~~registered ~~closing~~accountant ~~price~~and onexternal ~~the~~auditor, ~~date~~Grant ofThornton ~~grant.~~LLP ~~The~~(“Grant ~~Options~~Thornton”), ~~are~~and ~~scheduled~~ to ~~vest~~engage ~~over~~BPM ~~three~~LLP ~~years~~(“BPM”) atas ~~16,666~~its ~~shares~~new ~~for~~independent ~~the~~registered ~~first~~public ~~year~~accounting ~~and~~firm ~~16,667 shares per year~~ for the ~~remaining~~fiscal ~~two~~year ~~years.~~ending ~~Ms.~~March ~~Rogerson~~31, ~~will be eligible to participate in all other employee benefit plans and compensation programs that the Company maintains for salaried employees and executive officers~~2025.

~~Ms.~~On ~~Rogerson~~December ~~has over fifteen years of experience in accounting~~10, ~~finance and operations. From July 2022 to May~~ 2024, ~~Ms.~~the ~~Rogerson~~Audit ~~worked~~Committee atdismissed ~~Mixhers,~~Grant ~~LLC,~~Thornton as ~~CFO,~~the ~~Chief~~Company’s ~~Operating~~independent ~~Officer~~registered ~~and~~accounting ~~VP of Finance, with her last position as Executive VP~~firm. From March 2014 to July 2022, Ms. Rogerson worked at BestCompany, formerly SkyRocket Media, in which she had positions of increasing responsibility including Controller, Director of Accounting and Human Resources, with her last position as VP of People and Finance. Ms. Rogerson received a Bachelor of Science degree in Accounting from Western Governors University.

~~Item~~The ~~5.07~~audit ~~Submission~~reports of ~~Matters~~Grant Thornton on the Company’s consolidated financial statements for each of the two most recent years ended March 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s most recent fiscal years ended March 31, 2024 and 2023, and during subsequent interim period through December 10, 2024, (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) ~~Vote~~of Regulation S-K on any matter of ~~Security~~accounting ~~Holders~~principles or practices, financial statement disclosure, or auditing scope and procedures, which disagreements, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the matter in their reports, on the financial statements for such years; and, (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Registration S-K.

OnThe ~~August~~Company ~~22,~~provided ~~2024,~~Grant ~~the~~Thornton ~~Company~~with ~~held~~a ~~its~~copy ~~2024~~of ~~Annual~~the ~~Meeting~~disclosures ofin ~~the~~this ~~Stockholders~~Current Report on Form 8-K (~~the~~this “~~Annual Meeting~~Report”). ~~The~~prior ~~Stockholders~~to ~~elected~~filing ~~the~~this ~~four~~Report ~~nominees~~with to the ~~Board~~Securities ofand ~~Directors~~Exchange Commission (the “~~Board~~SEC”). ~~named~~The inCompany ~~the~~request ~~proxy~~that ~~statement,~~Grant ~~approved~~Thornton ~~the~~furnish ~~2024~~it ~~Independent~~with ~~Director~~a ~~Stock~~letter ~~Option~~addressed ~~and~~to ~~Restricted Stock Grant Plan and ratified~~ the ~~selection~~SEC ofstating whether Grant Thornton ~~LLP~~agrees aswith the ~~Company’s~~statements ~~independent~~made ~~registered~~by ~~public~~the ~~accounting~~Company ~~firm~~regarding ~~for~~Grant ~~the~~Thornton ~~fiscal~~in ~~year~~this ~~ending~~Report ~~March 31~~and, ~~2025.~~if ~~The~~not, ~~final~~stating ~~results for~~ the ~~votes~~respects ~~regarding~~in ~~each~~which ~~item~~it ordoes ~~proposal~~not ~~are set forth below~~agree. ~~The~~A ~~proposals~~copy ~~are~~of ~~described~~Grant ~~in detail in the Company~~Thornton’s ~~proxy~~letter ~~statement~~dated ~~filed~~December ~~with~~16, ~~the~~2024 ~~Securities~~is ~~and~~filed ~~Exchange~~as ~~Commission~~Exhibit on16.1 ~~July~~to ~~11,~~this ~~2024~~Report.

~~1. To~~b) ~~elect~~Engagement ~~four~~of ~~directors~~Independent ~~among~~Registered ~~the~~Public ~~nominees~~Accounting ~~named in the proxy statement.~~Firm

Name	Votes For	Votes Withheld	Broker Non-Votes
Matthew K. Custer	3,414,063	123,988	1,432,707
Michael A. Davis	3,405,892	132,159	1,432,707
David M. Mulder	3,432,738	105,313	1,432,707
David L. Vied	3,407,713	130,338	1,432,707

On December 10, 2024, with the Audit Committee’s approval, the Company appointed BPM as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025.

~~2. To~~During ~~approve~~the Company’s most recent fiscal years ended March 31, 2024 and 2023, and during the subsequent interim period through December 9, 2024, ~~Independent~~neither ~~Director~~the ~~Stock~~Company, ~~Option~~nor anyone on its behalf, consulted BPM regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and ~~Restricted~~neither ~~Stock~~a ~~Grant~~written ~~Plan~~report nor oral advice was provided to the Company that BPM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Regulation S-K Item 304(a)(1)(iv)) or a “reportable event” (as defined in Regulation S-K Item 304(a)(1)(v)).

Votes For	Votes Against	Abstentions	Broker Non-Votes
3,327,289	201,181	9,581	1,432,707

Item 9.01

Financial Statements and Exhibits.

3. To ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025.

Exhibit Number	Name and/or Identification of Exhibit
16.1	Letter from Grant Thornton LLP to the Securities and Exchange Commission dated December 16, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,736,517	152,983	81,258	-

Item 8.01 Other Events.

On August 22, 2024, the Company held the Annual Organization Meeting (the “Organizational Meeting”) of the Board. During the Organizational Meeting, it was resolved that Michael A. Davis, appointed Chairman of the Board, David M. Mulder and David L. Vied were all determined to be independent directors under Section 1.1(9) of the OTCQB Listing Rules. Also resolved was the appointment of committee members to the Board concurrent with their terms as directors, or until their earlier resignation or removal from such committee.

Audit Committee Nominating and Corporate Governance Committee Compensation Committee David M. Mulder (Chair) Michael A. Davis (Chair) David L. Vied (Chair) David L. Vied David L. Vied Michael A. Davis

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CYANOTECH CORPORATION
Dated: August 23, 2024	/s/ Felicia Ladin
Dated: December 16, 2024	/s/ Jennifer C. Rogerson
	By:	~~Felicia~~Jennifer ~~Ladin~~C. Rogerson
		Chief Financial Officer, Vice President – Finance & Administration, and Treasurer (Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Name and/or Identification of Exhibit
16.1	Letter from Grant Thornton LLP to the Securities and Exchange Commission dated December 16, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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