8-K - ASTC - Equibles

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): August 13, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

On August 18, 2025, Astrotech Corporation (the “Company”) announced that the Board of Directors (the “Board”) of the Company has appointed Mr. Nihanth Badugu as Chief Operating Officer of the Company and its subsidiaries, effective as of August 13, 2025.

Mr. Badugu, age 37, has served as Astrotech’s Director of Program Management since August 2023, where he led initiatives that enhanced operational efficiency and ensured timely program completion. Mr. Badugu brings to Astrotech extensive experience from the chemical manufacturing and consulting industries. Prior to Astrotech, he held the role of NPI Program Manager at Thermo Fisher Scientific, from 2020 to 2023, where he led the launch of COVID-19 diagnostic products. Mr. Badugu also held the role of Senior Program Manager at PVA Consulting Group, from 2017 to 2020. Mr. Badugu’s track record in program management and operational leadership positions him as a key contributor to Astrotech’s growth strategy. Mr. Badugu holds a Bachelor of Science degree from York University.

In connection with Mr. Badugu’s appointment, the Compensation Committee of the Board approved (i) an increase of Mr. Badugu’s annual base salary to $225,000 per year and (ii) based on the services to be rendered to the Company, a grant to Mr. Badugu of 5000 options to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), with a strike price equal to the closing price of the Common Stock on August 13, 2025, and which such stock options vest pursuant to a schedule to be determined by the Committee aligning with the Company’s performance and retention goals, subject to Mr. Badugu’s continued service with the Company.

Mr. Badugu will be eligible for annual performance-based bonuses as follows: (i) a bonus equivalent to 25% of Mr. Badugu’s base salary ($56,250), if the Company achieves certain revenue targets (the “Performance Bonus”), (ii) if the Company achieves certain gross margin targets, the Performance Bonus will be multiplied by 2x, and (iii) any achievement in excess of the revenue targets or gross margin targets as described above will be evaluated for additional bonuses as determined by the Committee.

Other than the compensation described above, there are no arrangements or understandings between Mr. Badugu and any other persons pursuant to which he was selected to serve as the Company’s Chief Operating Officer. There is no family relationship between Mr. Badugu and any director or executive officer of the Company. In addition, there are no transactions between the Company and Mr. Badugu or his immediate family members requiring disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure.

On August 18, 2025, the Company issued a press release announcing the appointment of Mr. Badugu as the new Chief Operating Officer of the Company and its subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section. Further, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, issued August 18, 2025 (furnished pursuant to Item 7.01).
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.

Date: August 18, 2025	Astrotech Corporation
	By:	/s/ Thomas B. Pickens III
		Name: Thomas B. Pickens III
		Chief Executive Officer, Chief Technology<br><br> <br>Officer and Chairman of the Board

ex_854198.htm

Exhibit 99.1

Astrotech Corporation Appoints Nihanth Badugu as Chief Operating Officer

AUSTIN, Texas, August 18, 2025 (GLOBE NEWSWIRE) -- Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”), today announced that it has appointed Nihanth Badugu as Chief Operating Officer (“COO”) of the Company. Mr. Badugu’s appointment is effective as of August 13, 2025.

“The Board is thrilled to promote Mr. Badugu to Chief Operating Officer,” stated Thomas B. Pickens III, Chairman and Chief Executive Officer of Astrotech Corporation. “Nihanth has been an invaluable asset to Astrotech since joining us in 2023. His dedication to operational excellence and program management has significantly advanced our objectives. We are confident in his ability to lead our operations as COO as we continue to drive growth and development as an organization.”

“I am deeply honored to take on the role of COO at Astrotech,” said Mr. Badugu. “I am excited to lead our operational efforts and work alongside our talented team to deliver value to our shareholders and stakeholders.”

About Astrotech Corporation

Astrotech Corporation is a mass spectrometry company that creates, operates, and scales innovative businesses through its wholly owned subsidiaries. Each subsidiary leverages Astrotech’s core technology to serve specialized markets:

●	1st Detect develops, manufactures, and markets trace detection systems for security and narcotics screening applications.
●	AgLAB designs process analyzers tailored to the agriculture industry.
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●	Pro-Control produces solutions for in-situ chemical process control in industrial manufacturing.
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●	BreathTech is advancing a breath analysis platform to detect volatile organic compounds (VOCs) associated with infections and critical health conditions.
●	EN-SCAN, Inc. delivers portable, ruggedized environmental testing solutions that integrate gas chromatography and mass spectrometry for use in challenging field environments.
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Astrotech is headquartered in Austin, Texas. To learn more, 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 statements may be identified by terms such as “aims,” “anticipates,” “believes,” contemplates,” “continue,” “could,” “estimates,” “expect,” “forecast,” “guidance,” “intends,” “may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “targets,” “will” or “would,” or the negatives of these terms, variations of these terms or other similar expressions. 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 changes in U.S. trade policy, 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 and Quarterly Reports on Form 10-Q. 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:

Jennifer Cañas

Chief Financial Officer, Astrotech Corporation

(512) 485-9530

Investor Contact:

Matt Kreps

Managing Director, Darrow Associates

(214) 597-8200

mkreps@darrowir.com