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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): December 12, 2024
 
 
astc20241212_8kimg001.jpg
 
Astrotech Corporation
 
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
  
001-34426
  
91-1273737
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
   
2105 Donley Drive, Suite 100, Austin, Texas
  
78758
(Address of Principal Executive Offices)
  
(Zip Code)
 
(512) 485-9530
Registrant’s Telephone Number, Including Area Code
 
(Former Name or Former Address, if Changed Since Last Report)
 
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 (see General Instruction A.2. below):
 
 
☐
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.001 par value per share
  
ASTC
  
NASDAQ Stock Market, LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
 
As previously disclosed, on December 21, 2022, Astrotech Corporation, a Delaware corporation (the “Company”), entered into a Rights Agreement (the “Rights Agreement”) with Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability company, as rights agent (the “Rights Agent”), as amended by that certain Amendment No. 1, entered into by and between the Company and the Rights Agent on December 18, 2023.
 
On December 12, 2024, the Company entered into Amendment No. 2 to the Rights Agreement between the Company and the Rights Agent (the “Amendment”), which amends the Rights Agreement. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on December 20, 2025, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Agreement (the “Rights”) are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Agreement. All other terms and conditions of the Rights Agreement remain unchanged.
 
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Amendment. The descriptions of the Rights Agreement and the Amendment are qualified in their entirety by reference to the full text of the Rights Agreement and the Amendment, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and each of which is incorporated herein by reference.
 
Item 3.03. Material Modifications of Rights of Security Holders.
 
The information set forth under the caption “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
 
Item 9.01         Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
   
4.1
Rights Agreement between the Company and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent, dated as of December 21, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 21, 2022).
   
4.2
Amendment No. 1 to Rights Agreement by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of December 18, 2023 (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 18, 2023).
   
4.3*
Amendment No. 2 to Rights Agreement dated as of December 12, 2024 to the Rights Agreement between the Company and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent, dated as of December 21, 2022.
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
* Filed herewith
 
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.
 
 
Astrotech Corporation
  
       
 
By:
/s/ Thomas B. Pickens III            
  
 
 
Name:
Thomas B. Pickens III
  
 
Title:
Chief Executive Officer, Chief Technology Officer and Chairman of the Board
  
 
Date: December 12, 2024