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): February 16, 2021
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.) |
| 2028 E. Ben White Blvd., Suite 240-9530, Austin, Texas | 78741 | |
| (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 2.02. Results of Operations and Financial Condition.
On February 16, 2021, Astrotech Corporation issued a press release announcing its results of operations for its second quarter of fiscal year 2021 ended December 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated February 16, 2021, issued by Astrotech Corporation.
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: | Chairman of the Board and Chief |
| Executive Officer |
Date: February 16, 2021
astc-ex991_6.htm
Exhibit 99.1
ASTROTECH REPORTS SECOND QUARTER OF FISCAL YEAR 2021
FINANCIAL RESULTS
Austin, Texas – February 16, 2021 – Astrotech Corporation (NASDAQ: ASTC) reported its financial results for the second quarter of fiscal year 2021, which ended December 31, 2020.
Since the beginning of the quarter, we successfully raised a total of $37.0 million in gross proceeds, strengthening our balance sheet for our future growth and expansion of our business. The financings will allow for continued operating expenses and working capital as we increase sales of our TRACER 1000™ explosives trace detector (ETD) to DHL (Deutsche Post AG) and other customers in the security market, launch the AgLAB-1000-D2™ into the hemp and cannabis industry, and develop, in partnership with The Cleveland Clinic Foundation, the BreathTest-1000™ to screen for volatile organic compound (VOC) metabolites found in a person’s breath that could indicate they may have an infection, including Coronavirus Disease 2019 (COVID-19) or the resulting disease, pneumonia.
On the heels of the capital raises, we announced that 1^st^ Detect exceeded $1 million in purchase orders and an additional $1 million in future service & support commitments for its TRACER 1000. In December, we also announced that the TRACER 1000 ETD received a Gold Award for the Best CBRNE Detection System category at American Security Today’s ‘ASTORS’ Homeland Security Awards program, the preeminent U.S. Homeland Security Awards Program that highlights the most cutting-edge and forward-thinking security solutions coming onto the market today. We also continue to get closer to domestic sales at 1^st^ Detect. Following the successful completion of non-detection testing last quarter with the U.S. Transportation Security Administration (TSA), we have entered detection testing, which is the final phase before the TRACER 1000 can be approved for cargo sales in the United States.
“We are excited to have our superior technology recognized by a leading voice in the security industry, to have passed the significant $1 million purchase order milestone, and for our progress with TSA. We believe that we offer the most advanced ETD on the market,” stated Thomas B. Pickens III, Chairman and Chief Executive Officer of Astrotech Corporation. “Our work to bring our Ag solution to the market continues to move forward as we receive positive feedback and much interest from prospective customers. Finally, our breath analysis efforts are progressing with The Cleveland Clinic Foundation and we hope to have an update on our work in the near-term,” concluded Pickens.
Second Quarter Fiscal Year 2021 Financial Highlights
Management continues efforts to optimize our resources while reducing cost and adding financial flexibility.
| • | Through this release, $37.0 million in gross proceeds was raised through an S-1 public offering, an at-the-market (“ATM”) public offering, and two registered direct offerings. |
|---|---|
| • | Commercial sales of the TRACER 1000 continued, leading to revenue of $130 thousand for the second quarter of fiscal 2021. For the fiscal year 2021, we have increased sales by $64 thousand, compared to the same period in fiscal year 2020. Additional purchase orders have already been received. |
| --- | --- |
| • | For the quarter ended December 31, 2020, SG&A expenses decreased $307 thousand, or 27.7%, and R&D expenses decreased $181 thousand, or 19.3%, compared to the quarter ended December 31, 2019. Year to date through December 31, 2020, SG&A expenses decreased $583 thousand, or 25.2%, and R&D expenses decreased $427 thousand, or 23.8%, compared to the same period last year. |
| --- | --- |
| • | Monthly cash outlay for this fiscal year has been reduced to approximately $416 thousand, a 25.6% reduction from our cash outlay through the first six months of fiscal year 2020. |
| --- | --- |
About Astrotech
Astrotech (NASDAQ: ASTC) is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value. 1^st^ Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB is developing chemical analyzers for use in the agriculture market. BreathTech is developing a breath analysis tool to provide early detection of lung diseases. Astrotech is headquartered in Austin, Texas. For information, please visit www.astrotechcorp.com.
About AgLAB-1000™ and BreathTest-1000™
This press release contains information about our new products under development, AgLAB-1000 and BreathTest-1000. Product development involves a high degree of risk and uncertainty, and there can be no assurance that our new products will be successfully developed, achieve their intended benefits, receive full market authorization, or be commercially successful. In addition, FDA approval will be required to market BreathTest-1000 in the United States. Obtaining FDA approval is a complex and lengthy process, and there can be no assurance that FDA approval for BreathTest-1000 will be granted on a timely basis or at all.
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 severity and duration of the COVID-19 pandemic and its impact on the U.S. and worldwide economy, the timing, scope and effect of further U.S. and international governmental, regulatory, fiscal, monetary and public health responses to the COVID-19 pandemic, the Company’s use of proceeds from its recent financings, 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, and whether the market will accept our products and services, as well as other risk factors and business considerations described in the Company’s Securities and Exchange Commission filings including our annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. 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 update these forward-looking statements.
Company Contact: Eric Stober, Chief Financial Officer, Astrotech Corporation, (512) 485-9530
Tables follow
ASTROTECH CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share data)
(Unaudited)
| Three Months Ended<br><br><br>December 31, | Six Months Ended<br><br><br>December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenue | $ | 130 | $ | 205 | $ | 270 | $ | 206 | ||||
| Cost of revenue | 128 | 196 | 241 | 196 | ||||||||
| Gross profit | 2 | 9 | 29 | 10 | ||||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 803 | 1,110 | 1,729 | 2,312 | ||||||||
| Research and development | 758 | 939 | 1,367 | 1,794 | ||||||||
| Disposal of corporate lease | — | — | 544 | — | ||||||||
| Total operating expenses | 1,561 | 2,049 | 3,640 | 4,106 | ||||||||
| Loss from operations | (1,559 | ) | (2,040 | ) | (3,611 | ) | (4,096 | ) | ||||
| Interest and other expense, net | (63 | ) | (43 | ) | (122 | ) | (55 | ) | ||||
| Loss from operations before income taxes | (1,622 | ) | (2,083 | ) | (3,733 | ) | (4,151 | ) | ||||
| Income tax benefit | — | — | — | — | ||||||||
| Net loss | $ | (1,622 | ) | $ | (2,083 | ) | $ | (3,733 | ) | $ | (4,151 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 15,864 | 5,947 | 11,769 | 5,769 | ||||||||
| Basic and diluted net loss per common share: | ||||||||||||
| Net loss | $ | (0.10 | ) | $ | (0.35 | ) | $ | (0.32 | ) | $ | (0.72 | ) |
| Total comprehensive loss | $ | (1,622 | ) | $ | (2,083 | ) | $ | (3,733 | ) | $ | (4,151 | ) |
ASTROTECH CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
| June 30,<br><br><br>2020 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 22,121 | $ | 3,349 | ||
| Restricted cash | 542 | — | |||
| Accounts receivable | 95 | 101 | |||
| Inventory: | |||||
| Raw materials | 173 | 416 | |||
| Work-in-process | 221 | 38 | |||
| Finished goods | 194 | 222 | |||
| Income tax receivable | — | 429 | |||
| Prepaid expenses and other current assets | 76 | 117 | |||
| Total current assets | 23,422 | 4,672 | |||
| Property and equipment, net | 85 | 99 | |||
| Assets held for disposal | — | 237 | |||
| Operating leases, right-of-use assets, net | 72 | 851 | |||
| Other assets | — | 71 | |||
| Total assets | 23,579 | $ | 5,930 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 228 | 239 | |||
| Payroll related accruals | 434 | 433 | |||
| Accrued expenses and other liabilities | 939 | 627 | |||
| Income tax payable | 2 | 2 | |||
| Term note payable - related party | 2,500 | 2,500 | |||
| Term note payable | 421 | 210 | |||
| Lease liabilities | 82 | 339 | |||
| Total current liabilities | 4,606 | 4,350 | |||
| Term note payable, net of current portion | 121 | 332 | |||
| Lease liabilities, net of current portion | 42 | 623 | |||
| Total liabilities | 4,769 | 5,305 | |||
| 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 December 31, 2020 and June 30, 2020 | — | — | |||
| Common stock, 0.001 par value, 50,000,000 shares authorized; 18,941,345 and 8,250,286 shares issued at December 31, 2020 and June 30, 2020, respectively; 18,541,429 and 7,850,362 shares outstanding at December 31, 2020 and June 30, 2020, respectively | 190,610 | 190,599 | |||
| Treasury stock, 399,916 shares at cost at December 31, 2020 and June 30, 2020 | (4,129 | ) | (4,129 | ) | |
| Additional paid-in capital | 35,841 | 13,934 | |||
| Accumulated deficit | (203,512 | ) | (199,779 | ) | |
| Total stockholders’ equity | 18,810 | 625 | |||
| Total liabilities and stockholders’ equity | 23,579 | $ | 5,930 |
All values are in US Dollars.