Hudson Technologies Inc S-3, filed Dec 16, 2025

Hudson Technologies Inc (HDSN)

S-3 2025-12-16

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Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	ABOUT THIS PROSPECTUS					1
	ABOUT HUDSON TECHNOLOGIES, INC.					1
	RISK FACTORS					2
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					3
	USE OF PROCEEDS					3
	DESCRIPTION OF CAPITAL STOCK					4
	DESCRIPTION OF WARRANTS					7
	DESCRIPTION OF DEBT SECURITIES					8
	DESCRIPTION OF UNITS					14
	PLAN OF DISTRIBUTION					14
	LEGAL MATTERS					15
	EXPERTS					15
	WHERE YOU CAN FIND MORE INFORMATION					16
	INFORMATION INCORPORATED BY REFERENCE					17

SEC registration fee	$	13,810
FINRA fee	$	*
Legal fees and expenses	$	*
Accounting fees and expenses	$	*
Printing fees and expenses	$	*
Transfer agent and registrar fees and expenses	$	*
Trustee’s fees and expenses	$	*
Miscellaneous expenses	$	*
Total	$	*

	Number			Exhibit Title
	1.1*			Form of Underwriting Agreement
	4.1			Certificate of Incorporation and Amendment(1)
	4.2			Amendment to Certificate of Incorporation, dated July 20, 1994(1)
	4.3			Amendment to Certificate of Incorporation, dated October 26, 1994(1)
	4.4			Certificate of Amendment of the Certificate of Incorporation dated March 16, 1999(2)
	4.5			Certificate of Correction of the Certificate of Amendment dated March 25, 1999(2)
	4.6			Certificate of Amendment of the Certificate of Incorporation dated March 29, 1999(2)
	4.7			Certificate of Amendment of the Certificate of Incorporation dated February 16, 2001(3)
	4.8			Certificate of Amendment of the Certificate of Incorporation dated March 20, 2002(4)
	4.9			Amendment to Certificate of Incorporation dated January 3, 2003(5)

	Number			Exhibit Title
	4.10			Certificate of Amendment of the Certificate of Incorporation dated September 15, 2015(6)
	4.11			Amended and Restated By-Laws adopted March 2, 2022(7)
	4.12			Form of Indenture
	4.13*			Form of Warrant Agreement
	4.14*			Form of Unit Agreement
	5.1			Opinion of Wiggin and Dana LLP
	23.1			Consent of BDO USA, P.C.
	23.2			Consent of Wiggin and Dana LLP (included in Item 5.1)
	24.1			Power of Attorney (included on the signature page of the Registration Statement)
	25.1**			Form T-1 Statement of Eligibility of Trustee for Indenture under the Trust Indenture Act of 1939
	107			Filing Fee Table

Name	Title	Date
/s/ Kenneth Gaglione Kenneth Gaglione	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	December 16, 2025
/s/ Brian J. Bertaux Brian J. Bertaux	Chief Financial Officer (Principal Financial and Accounting Officer)	December 16, 2025
/s/ Vincent P. Abbatecola Vincent P. Abbatecola	Director	December 16, 2025
/s/ Nicole Bulgarino Nicole Bulgarino	Director	December 16, 2025
/s/ Kathleen Houghton Kathleen Houghton	Director	December 16, 2025
/s/ Loan N. Mansy Loan N. Mansy	Director	December 16, 2025

Trust Indenture Act Section		Indenture Section
(S)310(a)(1)		6.8
(a)(2)		6.8
(b)		6.9
(S)312(a)		7.1
(b)		7.2
(c)		7.2
(S)313(a)		7.3
(b)(2)		7.3
(c)		7.3
(d)		7.3
(S)314(a)		7.4
(c)(1)		1.2
(c)(2)		1.2
(e)		1.2
(f)		1.2
(S)316(a) (last sentence)		1.1
(a)(1)(A)		5.2, 5.12
(a)(1)(B)		5.13
(b)		5.8
(S)317(a)(1)		5.3
(a)(2)		5.4
(b)		10.3
(S)318(a)		1.8

		Page
ARTICLE 1	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1

Section 1.1	Definitions; Rules of Construction	1

Section 1.2	Compliance Certificates and Opinions	7

Section 1.3	Form of Documents Delivered to Trustee	7

Section 1.4	Acts of Holders	8

Section 1.5	Notices, etc., to Trustee and Company	9

Section 1.6	Notice to Holders of Securities; Waiver	9

Section 1.7	Language of Notices	9

Section 1.8	Incorporation by Reference of Trust Indenture Act; Trust Indenture Act Controls	9

Section 1.9	Effect of Headings and Table of Contents	10

Section 1.10	Successors and Assigns	10

Section 1.11	Separability Clause	10

Section 1.12	Benefits of Indenture	10

Section 1.13	Governing Law; Waiver of Trial by Jury	10

Section 1.14	Legal Holidays	10

Section 1.15	Counterparts	10

Section 1.16	Judgment Currency	10

Section 1.17	Limitation on Individual Liability	11

ARTICLE 2	SECURITIES FORMS	11

Section 2.1	Forms Generally	11

Section 2.2	Form of Trustee’s Certificate of Authentication	11

Section 2.3	Securities in Global Form	12

ARTICLE 3	THE SECURITIES	12

Section 3.1	Amount Unlimited; Issuable in Series	12

Section 3.2	Currency; Denominations	15

Section 3.3	Execution; Authentication; Delivery and Dating	15

Section 3.4	Temporary Securities	15

Section 3.5	Registration; Transfer and Exchange	16

Section 3.6	Mutilated, Destroyed, Lost and Stolen Securities	18

		Page
Section 3.7	Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved	19

Section 3.8	Persons Deemed Owners	20

Section 3.9	Cancellation	20

Section 3.10	Computation of Interest	20

Section 3.11	CUSIP and ISIN Numbers	20

ARTICLE 4	SATISFACTION AND DISCHARGE OF INDENTURE	20

Section 4.1	Satisfaction and Discharge	20

Section 4.2	Defeasance and Covenant Defeasance	21

Section 4.3	Application of Trust Money	23

Section 4.4	Qualifying Trustee	24

ARTICLE 5	REMEDIES	24

Section 5.1	Events of Default	24

Section 5.2	Acceleration of Maturity; Rescission and Annulment	25

Section 5.3	Collection of Indebtedness and Suits for Enforcement by Trustee	25

Section 5.4	Trustee May File Proofs of Claim	26

Section 5.5	Trustee May Enforce Claims without Possession of Securities	26

Section 5.6	Application of Money Collected	26

Section 5.7	Limitations on Suits	27

Section 5.8	Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts	27

Section 5.9	Restoration of Rights and Remedies	27

Section 5.10	Rights and Remedies Cumulative	27

Section 5.11	Delay or Omission Not Waiver	27

Section 5.12	Control by Holders of Securities	28

Section 5.13	Waiver of Past or Existing Defaults	28

Section 5.14	Waiver of Stay or Extension Laws	28

Section 5.15	Undertaking for Costs	28

		Page
ARTICLE 6	THE TRUSTEE	29

Section 6.1	Certain Duties and Responsibilities	29

Section 6.2	Certain Rights of Trustee	29

Section 6.3	Notice of Defaults	31

Section 6.4	Not Responsible for Recitals or Issuance of Securities	31

Section 6.5	May Hold Securities	31

Section 6.6	Money Held in Trust	31

Section 6.7	Compensation and Reimbursement	31

Section 6.8	Corporate Trustee Required; Eligibility; Conflicting Interests	32

Section 6.9	Resignation and Removal; Appointment of Successor	32

Section 6.10	Acceptance of Appointment by Successor	33

Section 6.11	Merger; Conversion; Consolidation; or Succession to Business	34

Section 6.12	Appointment of Authenticating Agent	34

ARTICLE 7	HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY	35

Section 7.1	Company to Furnish Trustee Names and Addresses of Holders	35

Section 7.2	Preservation of Information; Communications to Holders	36

Section 7.3	Reports by Trustee	36

Section 7.4	Reports by Company	36

ARTICLE 8	CONSOLIDATION, MERGER AND SALES	36

Section 8.1	Company May Consolidate, etc., Only on Certain Terms	36

Section 8.2	Successor Person Substituted for Company	37

ARTICLE 9	SUPPLEMENTAL INDENTURES	37

Section 9.1	Supplemental Indentures Without Consent of Holders	37

Section 9.2	Supplemental Indentures With Consent of Holders	38

Section 9.3	Execution of Supplemental Indentures	39

Section 9.4	Revocation of Consents	39

		Page
Section 9.5	Effect of Supplemental Indentures	39

Section 9.6	Reference in Securities to Supplemental Indentures	40

Section 9.7	Conformity with Trust Indenture Act	40

Section 9.8	Notice of Supplemental Indenture	40

ARTICLE 10	COVENANTS	40

Section 10.1	Payment of Principal, any Premium, Interest and Additional Amounts	40

Section 10.2	Maintenance of Office or Agency	40

Section 10.3	Money for Securities Payments to Be Held in Trust	40

Section 10.4	Additional Amounts	41

Section 10.5	Waiver of Certain Covenants	42

Section 10.6	Company Statement as to Compliance	42

ARTICLE 11	REDEMPTION OF SECURITIES	42

Section 11.1	Applicability of Article	42

Section 11.2	Election to Redeem; Notice to Trustee	42

Section 11.3	Selection by Trustee of Securities to be Redeemed	43

Section 11.4	Notice of Redemption	43

Section 11.5	Deposit of Redemption Price	44

Section 11.6	Securities Payable on Redemption Date	44

Section 11.7	Securities Redeemed in Part	44

Section 11.8	Repurchases on the Open Market	44

ARTICLE 12	SINKING FUNDS	44

Section 12.1	Applicability of Article	44

Section 12.2	Satisfaction of Sinking Fund Payments with Securities	45

Section 12.3	Redemption of Securities for Sinking Fund	45

ARTICLE 13	REPAYMENT AT THE OPTION OF HOLDERS	45

Section 13.1	Applicability of Article	45

ARTICLE 14	SECURITIES IN FOREIGN CURRENCIES	46

Section 14.1	Applicability of Article	46

		Page
ARTICLE 15	MEETINGS OF HOLDERS OF SECURITIES	46

Section 15.1	Purposes for Which Meetings May Be Called	46

Section 15.2	Call, Notice and Place of Meetings	46

Section 15.3	Persons Entitled to Vote at Meetings	46

Section 15.4	Quorum; Action	46

Section 15.5	Determination of Voting Rights; Conduct and Adjournment of Meetings	47

Section 15.6	Counting Votes and Recording Action of Meetings	47

	,
	as Trustee

	By:
		As Authenticating Agent

	By:
		Authorized Officer

	Dated:

	HUDSON TECHNOLOGIES, INC.

	By:
	Name:
	Title:

	________________ _______________________,
	as Trustee

	By:
	Name:
	Title: