8-K
ASTROTECH Corp (ASTC)
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 18, 2023
Astrotech Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34426 | 91-1273737 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>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<br><br> <br>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”). On December 18, 2023, the Company entered into Amendment No. 1 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, 2024, 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 and Exhibit 4.2, 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
* 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 18, 2023
ex_608085.htm
Exhibit 4.2
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Rights Agreement (as defined below) is made and entered into as of December 18, 2023, by and between Astrotech Corporation, a Delaware corporation (the “Company”), and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent (the “Rights Agent”).
RECITALS:
WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of December 21, 2022 (the “Rights Agreement”);
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such section; and
WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and agreements contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Rights Agreement as follows:
1. Amendment . Section 1(s) of the Rights Agreement is amended by deleting “December 20, 2023” where it appears and replacing it with “December 20, 2024.”
2. No Further Amendments. Except as expressly provided in this Amendment, all of the terms, covenants, agreements and conditions of the Rights Agreement shall remain in full force and effect.
3. Counterparts. This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
4. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
5. Entire Agreement. The Rights Agreement as amended by this Amendment contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and is in full substitution for any and all prior oral or written agreements and understandings between them related to such subject matter, and neither party hereto shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any covenants or agreements except as specifically set forth in the Rights Agreement as amended by this Amendment.
6. Effective Date; Certification. Upon the execution and delivery of a counterpart hereof by each of the parties hereto this Amendment shall be deemed effective as of the date first written above (the “Amendment Effective Date”), as if executed on such date. The officer of the Company executing this Amendment hereby certifies to the Rights Agent that the amendment to the Rights Agreement set forth in this Amendment is in compliance with the terms of Section 27 of the Rights Agreement and the certification contained in this Section 6 shall constitute the certification required by Section 27 of the Rights Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| ASTROTECH CORPORATION | |
|---|---|
| By: | /s/ Jaime Hinojosa |
| Name: | Jaime Hinojosa |
| Title: | Chief Financial Officer, Treasurer and Secretary rd |
| EQUINITI TRUST COMPANY | |
| By: | /s/ Adam Burke |
| Name: | Adam Burke |
| Title: | Executive Vice President Head of Relationship Management |
Signature Page to
Amendment No. 1 to
Rights Agreement