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): May 22, 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. ☐
1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 5.02 below is incorporated into this Item 1.02 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Independent Contractor Agreement
On May 22, 2025 (the “Notice Date”), Astrotech Corporation (the “Company”) delivered a notice of termination (the “Notice”) to With Finance Team LLC (“Consultant”), effective as of July 21, 2025, pursuant to which the Company provided sixty (60) days’ notice to Mr. Ryan Polk that the Company is terminating that certain Independent Contractor Agreement, dated effective February 15, 2025, by and between the Company and Consultant. The Notice contains certain surviving customary confidentiality provisions.
In connection with the Notice, on May 22, 2025, the board of directors of the Company (the “Board”) removed Mr. Polk from his positions as Chief Financial Officer, Treasurer and Secretary of the Company, effective as of the Notice Date.
Appointment of Chief Financial Officer
On May 22, 2025, the Board appointed Jennifer Cañas, the Company’s existing Controller, as the Chief Financial Officer, Treasurer and Secretary of the Company, including the role of principal financial and accounting officer, effective as of May 22, 2025.
Ms. Cañas, age 49, has served as the Company’s Corporate Controller since 2022. Ms. Cañas has over 20 years of experience in senior financial roles. Prior to joining the Company, Ms. Cañas served as the Controller of The Texas Water Company, formerly SJWTX (NASDAQ: HTO, formerly SJW) from 2018 to 2022. In 2008, Ms. Cañas founded a small business tax and financial advisory firm, where she served as a Controller Consultant until 2022. Ms. Cañas also has extensive experience at Big Four accounting firm, PricewaterhouseCoopers, and mid-size accounting firms. The Company believes that Ms. Cañas’ background provides strategic financial leadership and deep accounting experience essential to the role of Chief Financial Officer. Ms. Cañas received her Bachelor of Science degree in accounting from the University of Houston – Clear Lake, and is a Certified Public Accountant.
In connection with Ms. Cañas’ appointment, the Compensation Committee of the Board approved (i) an increase of Ms. Cañas’ annual base salary to $250,000 per year and (ii) based on the services to be rendered to the Company, a grant to Ms. Cañas of 5,250 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 May 22, 2025, and which such stock options will vest in equal monthly installments over three years, subject to Ms. Cañas’ continued service with the Company.
Other than the compensation described above, there are no arrangements or understandings between Ms. Cañas and any other persons pursuant to which she was selected to serve as the Company’s Chief Financial Officer, Treasurer and Secretary. There is no family relationship between Ms. Cañas and any director or executive officer of the Company. In addition, there are no transactions between the Company and Ms. Cañas or her 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 May 28, 2025, the Company issued a press release announcing the appointment of Ms. Cañas as the Company’s new Chief Financial Officer, Treasurer and Secretary. 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 May 28, 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: May 28, 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_824541.htm
Exhibit 99.1
Astrotech Corporation Appoints Jennifer Cañas as Chief Financial Officer
AUSTIN, Texas, May 28, 2025 (GLOBE NEWSWIRE) -- Astrotech Corporation (Nasdaq: ASTC) (the “Company” or (“Astrotech”), today announced that it has appointed Jennifer Cañas as Chief Financial Officer (“CFO”) of the Company. Ms. Cañas’ appointment is effective as of May 22, 2025.
“The Board is delighted to promote Ms. Cañas to Chief Financial Officer,” stated Thomas B. Pickens III, Chairman and Chief Executive Officer of Astrotech Corporation. “I have worked with Ms. Cañas since 2022 and have found her to be hard working, competent and knowledgeable. Management and the Board of Directors are excited to promote Jennifer to this position as she demonstrated strong leadership and delivered solid results over the years.”
Ms. Cañas has served as the Company’s Corporate Controller since June 2022. Ms. Cañas brings over 20 years of experience in senior financial roles. Prior to joining Astrotech, Ms. Cañas served as the Controller of The Texas Water Company, formerly SJWTX (NASDAQ: HTO, formerly SJW) from 2018 to 2022. In 2008, Ms. Cañas founded a small business tax and financial advisory firm, where she served as a Controller Consultant until 2022. She has extensive experience at Big Four accounting firm, PricewaterhouseCoopers, and mid-size accounting firms. The Company believes Ms. Cañas’ background provides strategic financial leadership and deep accounting expertise essential to the role of Chief Financial Officer.
Ms. Cañas is a Certified Public Accountant. She received her Bachelor of Science degree in accounting from the University of Houston – Clear Lake where she graduated with honors, Cum Laude. She actively volunteers with Big Brothers Big Sisters and has led Financial Peace University for several years, reflecting her dedication to community service and financial empowerment.
“I am honored to accept the role of CFO,” said Ms. Cañas. “It has been exciting to see Astrotech Corporation develop over the years. I remain committed to leading our team with integrity and I look forward to contributing to our shared commitment of delivering value for our shareholders.”
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. 1st Detect develops, manufactures, and sells trace detectors for use in the security and narcotics detection market. AgLAB develops and sells process analyzers for use in the agriculture market. Pro-Control produces products for the in-situcontrol of the chemical manufacturing processes. BreathTech is developing a breath analysis tool to screen for volatile organic compounds that could indicate infections or critical conditions. EN-SCAN, Inc. develops advanced environmental testing and monitoring solutions, integrating gas chromatography and mass spectrometry technology in rugged, portable designs for rugged environments. 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 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.