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 13, 2026
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.) |
| 1817 W. Braker Lane, Suite 400, 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 2.02. Results of Operations and Financial Condition.
On February 13, 2026, Astrotech Corporation (the “Company”) issued a press release announcing its results of operations for its second quarter of fiscal year 2026, which ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated February 13, 2026, 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 | ||
|---|---|---|
| February 13, 2026 | By: | /s/ Thomas B. Pickens III |
| Thomas B. Pickens III | ||
| Chief Executive Officer, Chief Technology Officer and Chairman of the Board | ||
| (Principal Executive Officer and Principal Financial Officer) |
ex_918307.htm
Exhibit 99.1
Astrotech Reports Second Quarter of Fiscal Year 2026 Financial Results
AUSTIN, Texas, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”) reported its financial results for the second quarter of fiscal year 2026, which ended December 31, 2025.
Financial Hi g hlights & Recent Developments
| ● | Research and development expense was $1,832 thousand, a decline of 25% from the second quarter of fiscal year 2025 as the Company transitions from development stage to saleable products for its EN-SCAN Handheld GC and 1^st^ Detect Tracer 1000 product lines. |
|---|---|
| ● | Through December 31, 2025, the Company has deployed the TRACER 1000 trace detection system in approximately 35 locations in 16 countries across the United States, Europe and Asia. |
| --- | --- |
“We continue to see positive momentum in our sales pipeline across our global markets year-to-date in fiscal year 2026. Customers in our end markets are increasingly recognizing the value of our mass spectrometry and gas chromatography solutions, which offer real-time operational results and extensive reference libraries that can be tailored to specific end market applications. We believe our library capabilities are of particular interest in the explosives and narcotics trace detection markets, as new narcotics and explosives are being discovered, leading to an urgent need for the ability to expand screening capabilities for both public safety and law enforcement in particular” said Thomas B. Pickens, III, Astrotech’s Chairman and Chief Executive Officer. “Additionally, we have strengthened our team with the appointment of Scott Bartley as Interim Chief Financial Officer and David Spada as Director of Global Sales in our 1^st^ Detect subsidiary as we move toward sustained revenue growth and global scale.”
About Astrotech Corporation
Astrotech Corporation (Nasdaq: ASTC) is an instrumentation 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. |
|---|---|
| ● | AgLAB designs process analyzers tailored to the processing of agriculture products. |
| --- | --- |
| ● | Pro-Control produces solutions for in-situ chemical process control in industrial manufacturing. |
| --- | --- |
| ● | 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 GC-MS for on-site testing of air, water and soil. |
| --- | --- |
Astrotech is headquartered in Austin, Texas. For more information, 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, 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:
Scott Bartley
Interim Chief Financial Officer, Astrotech Corporation
(512) 485-9530
Investor Contact:
Matt Kreps
Managing Director, Darrow Associates
(214) 597-8200 mkreps@darrowir.com
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 | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 148 | $ | 261 | $ | 445 | $ | 295 | ||||
| Cost of revenue | 140 | 106 | 249 | 131 | ||||||||
| Gross profit | **** | 8 | **** | 155 | **** | 196 | **** | 164 | ||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 2,077 | 2,039 | 3,857 | 3,727 | ||||||||
| Research and development | 1,832 | 2,437 | 3,776 | 4,386 | ||||||||
| Total operating expenses | **** | 3,909 | **** | 4,476 | **** | 7,633 | **** | 8,113 | ||||
| Loss from operations | **** | (3,901 | ) | **** | (4,321 | ) | **** | (7,437 | ) | **** | (7,949 | ) |
| Other income and expense, net | (26 | ) | 312 | 45 | 662 | |||||||
| Loss from operations before income taxes | (3,927 | ) | (4,009 | ) | (7,392 | ) | (7,287 | ) | ||||
| Income tax expense | — | — | — | — | ||||||||
| Net loss | $ | (3,927 | ) | $ | (4,009 | ) | $ | (7,392 | ) | $ | (7,287 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 1,676 | 1,638 | 1,675 | 1,634 | ||||||||
| Basic and diluted net loss per common share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss per common share | $ | (2.34 | ) | $ | (2.45 | ) | $ | (4.41 | ) | $ | (4.46 | ) |
| Other comprehensive loss, net of tax: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss | $ | (3,927 | ) | $ | (4,009 | ) | $ | (7,392 | ) | $ | (7,287 | ) |
| Available-for-sale securities: | ||||||||||||
| Net unrealized gain (loss) | 168 | (219 | ) | 316 | 97 | |||||||
| Total comprehensive loss | $ | (3,759 | ) | $ | (4,228 | ) | $ | (7,076 | ) | $ | (7,190 | ) |
ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
| June 30, | |||||
|---|---|---|---|---|---|
| 2025 | |||||
| (Note) | |||||
| Assets | **** | **** | **** | **** | **** |
| Current assets | |||||
| Cash and cash equivalents | 3,095 | $ | 3,100 | ||
| Short-term investments | 7,037 | 15,108 | |||
| Accounts receivable | 133 | 485 | |||
| Inventory, net: | |||||
| Raw materials | 2,865 | 2,194 | |||
| Work-in-process | 496 | 425 | |||
| Finished goods | 310 | 310 | |||
| Prepaid expenses and other current assets | 412 | 353 | |||
| Total current assets | 14,348 | **** | 21,975 | ||
| Property and equipment, net | 2,975 | 2,395 | |||
| Intangible asset, net | 50 | 48 | |||
| Operating lease right-of-use assets, net | 1,977 | 2,225 | |||
| Other assets, net | 346 | 346 | |||
| Total assets | 19,696 | $ | 26,989 | ||
| Liabilities and stockholders’ equity | **** | **** | **** | **** | **** |
| Current liabilities | |||||
| Accounts payable | 649 | $ | 1,066 | ||
| Payroll related accruals | 411 | 529 | |||
| Accrued expenses and other liabilities | 570 | 451 | |||
| Lease liabilities, current | 268 | 405 | |||
| Total current liabilities | 1,898 | **** | 2,451 | ||
| Accrued expenses and other liabilities, net of current portion | 96 | 164 | |||
| Lease liabilities, net of current portion | 2,184 | 2,274 | |||
| Total liabilities | 4,178 | **** | 4,889 | ||
| Commitments and contingencies (Note 14) | |||||
| 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, 2025, and June 30, 2025 | — | — | |||
| Common stock, 0.001 par value, 250,000,000 shares authorized at December 31, 2025, and June 30, 2025, respectively; 1,769,269 shares issued at December, 2025, and June 30, 2025, respectively | 190,643 | 190,643 | |||
| Treasury shares, 10,316 at December 31, 2025, and June 30, 2025, respectively | (119 | ) | (119 | ) | |
| Additional paid-in capital | 83,804 | 83,310 | |||
| Accumulated deficit | (258,262 | ) | (250,870 | ) | |
| Accumulated other comprehensive loss | (548 | ) | (864 | ) | |
| Total stockholders’ equity | 15,518 | **** | 22,100 | ||
| Total liabilities and stockholders’ equity | 19,696 | $ | 26,989 |
All values are in US Dollars.
Note: The balance sheet at June 30, 2025 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.