8-K

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): November 12, 2024

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 2.02. Results of Operations and Financial Condition.

On November 12, 2024, Astrotech Corporation (the “Company”) issued a press release announcing its results of operations for its first quarter of fiscal year 2025, which ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 12, 2024, issued by Astrotech Corporation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
November 12, 2024	By:	/s/ Thomas B. Pickens III
		Thomas B. Pickens III
		Chief Executive Officer, Chief Technology Officer and Chairman of the Board

EX-99.1

Exhibit 99.1

Astrotech Reports First Quarter of Fiscal Year 2025 Financial Results

AUSTIN, Texas, Nov. 12, 2024 (GLOBE NEWSWIRE) -- Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”) reported its financial results for the first quarter of fiscal year 2025, which ended September 30, 2024.

Financial Highlights & Recent Developments

● Operating expenses increased $119 thousand or 3.3% as the Company increased its participation in trade events in the U.S. featuring its array of industry-specific solutions offered by its subsidiaries: 1^st Detect Corporation (“1^st Detect”), AgLab Inc., and Pro-Control, Inc.

● 1^st Detect, which is focused on explosives and narcotics detection, continues to work with several departments within the Department of Homeland Security (“DHS”) to demonstrate and work through their processes for certification, qualification and visibility, including but not limited to the below:

● The Company advanced work with the Transportation Security Laboratory (“TSL”) in Developmental Test and Evaluation to ensure its readiness to enter certification testing for the U.S. Transportation Security Administration (“TSA”) checkpoints. The certification test will be performed by the Independent Test & Evaluation department of TSL.

● In June of 2024, the TSA approved 1^st Detect’s TRACER 1000 for the Air Cargo Security Technology List, which advanced the TRACER 1000 to Stage II testing and permits air cargo companies in the United States to use our equipment in their operations. During Stage II testing, the Company is conducting field trials with the TSA. If field trials are successful, the TRACER 1000 will be added to the "qualified" list.

● Astrotech’s consolidated balance sheet remains strong with $28.3 million in cash and cash equivalents and liquid investments which is anticipated to support the Company’s research and development, organic growth, and potential acquisition targets.

“The start of fiscal year 2025 has brought exciting progress in our product development and market engagement. Mass spectrometry is a powerful tool that is very versatile and can be used in many diverse applications. We have successfully proven that our technology can be used to detect explosives and narcotics and provide real-time testing used to maximize efficiencies in the manufacturing of chemicals. Our NTDs and ETDs are being demonstrated to airport and border crossings and prisons around the globe. We look forward to continuing to advance the Company’s goals with our Astrotech Mass Spectrometry Technology™ in the upcoming year,” stated Thomas B. Pickens, III, Astrotech’s Chairman, Chief Executive Officer and Chief Technology Officer.

About Astrotech Corporation

Astrotech (Nasdaq: ASTC) is a mass spectrometry company that launches, manages, and commercializes scalable companies based on its innovative core technology through its wholly-owned subsidiaries. 1^st Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB develops and sells chemical analyzers for use in the agriculture market. Pro-Control is developing the mass spectrometry technology for use in chemical manufacturing processes. BreathTech is developing a breath analysis tool to screen for volatile organic compounds that could indicate infections or critical conditions. Astrotech is headquartered in Austin, Texas. For information, please visit www.astrotechcorp.com.

Forward-Looking Statements

This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, the adverse impact of inflationary pressures, including significant increases in fuel costs, global economic conditions and events related to these conditions, including the ongoing wars in Ukraine and the middle east and the COVID-19 pandemic, the Company’s use of proceeds from the common stock offerings, whether we can successfully complete the development of our new products and proprietary technologies, whether we can obtain the FDA and other regulatory approvals required to market our products under development in the United States or abroad, whether the market will accept our products and services and whether we are successful in identifying, completing and integrating acquisitions, as well as other risk factors and business considerations described in the Company’s Securities and Exchange Commission filings including the Company’s most recent Annual Report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. While we do not intend to directly harvest, manufacture, distribute or sell cannabis or cannabis products, we may be detrimentally affected by a change in enforcement by federal or state governments and we may be subject to additional risks in connection with the evolving regulatory area and associated uncertainties. Any such effects may give rise to risks and uncertainties that are currently unknown or amplify others mentioned herein. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. In addition, any forward- looking statements included in this press release represent the Company’s views only as of the date of its publication and should not be relied upon as representing its views as of any subsequent date. The Company assumes no obligation to correct or update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Company Contact: Jaime Hinojosa, Chief Financial Officer, Astrotech Corporation, (512) 485-9530.

Financial tables follow

ASTROTECH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,
	2024			2023
Revenue	$	34		$	425
Cost of revenue		25			242
Gross profit		9			183
Operating expenses:
Selling, general and administrative		1,688			1,646
Research and development		1,949			1,872
Total operating expenses		3,637			3,518
Loss from operations		(3,628	)		(3,335	)
Other income and expense, net		350			423
Loss from operations before income taxes		(3,278	)		(2,912	)
Income tax expense		—			—
Net loss	$	(3,278	)	$	(2,912	)
Weighted average common shares outstanding:
Basic and diluted		1,631			1,631
Basic and diluted net loss per common share:
Net loss per common share	$	(2.01	)	$	(1.79	)
Other comprehensive loss, net of tax:
Net loss	$	(3,278	)	$	(2,912	)
Available-for-sale securities:
Net unrealized gain (loss)		316			(54	)
Total comprehensive loss	$	(2,962	)	$	(2,966	)

ASTROTECH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	September 30, 2024			June 30, 2024
	(Unaudited)			(Note)
Assets
Current assets
Cash and cash equivalents	$	6,518		$	10,442
Short-term investments		21,790			21,474
Accounts receivable		91			77
Inventory, net:
Raw materials		2,212			2,038
Work-in-process		177			66
Finished goods		309			370
Prepaid expenses and other current assets		515			261
Total current assets		31,612			34,728
Property and equipment, net		2,724			2,763
Operating lease right-of-use assets, net		83			119
Other assets, net		30			30
Total assets	$	34,449		$	37,640
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	649		$	373
Payroll related accruals		612			1,174
Accrued expenses and other liabilities		717			754
Lease liabilities, current		149			227
Total current liabilities		2,127			2,528
Accrued expenses and other liabilities, net of current portion		194			232
Lease liabilities, net of current portion		67			73
Total liabilities		2,388			2,833
Commitments and contingencies
Stockholders’ equity
Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series D issued and outstanding at September 30, 2024 and June 30, 2024		—			—
Common stock, $0.001 par value, 250,000,000 shares authorized at September 30, 2024 and June 30, 2024, respectively; 1,712,045 shares issued at September 30, 2024 and June 30, 2024, respectively; 1,701,729 outstanding at September 30, 2024 and June 30, 2024, respectively		190,643			190,643
Treasury shares, 10,316 at September 30, 2024 and June 30, 2024, respectively		(119	)		(119	)
Additional paid-in capital		82,696			82,480
Accumulated deficit		(240,298	)		(237,020	)
Accumulated other comprehensive loss		(861	)		(1,177	)
Total stockholders’ equity		32,061			34,807
Total liabilities and stockholders’ equity	$	34,449		$	37,640

Note: The balance sheet at June 30, 2024 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by the United States generally accepted accounting principles for complete financial statements.

XML

Document And Entity Information	Nov. 12, 2024
Document Information [Line Items]
Entity, Registrant Name	Astrotech Corporation
Document, Type	8-K
Document, Period End Date	Nov. 12, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-34426
Entity, Tax Identification Number	91-1273737
Entity, Address, Address Line One	2105 Donley Drive
Entity, Address, Address Line Two	Suite 100
Entity, Address, City or Town	Austin
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78758
City Area Code	512
Local Phone Number	485-9530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ASTC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001001907