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 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 2.02. Results of Operations and Financial Condition.
On May 13, 2025, Astrotech Corporation (the “Company”) issued a press release announcing its results of operations for its third quarter of fiscal year 2025, which ended March 31, 2025. A copy of the press release is furnished 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 May 13, 2025, issued by Astrotech Corporation (furnished pursuant to Item 2.02). |
| 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 | ||
|---|---|---|
| May 13, 2025 | By: | /s/ Thomas B. Pickens III |
| Thomas B. Pickens III | ||
| Chief Executive Officer, Chief Technology Officer and Chairman of the Board |
ex_815286.htm
Exhibit 99.1
Astrotech Reports Third Quarter of Fiscal Year 2025 Financial Results
AUSTIN, Texas, May 13, 2025 (GLOBE NEWSWIRE) -- Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”) reported its financial results for the third quarter of fiscal year 2025, which ended March 31, 2025.
Thomas B. Pickens, III, Astrotech’s Chairman, Chief Executive Officer and Chief Technology Officer, said “Our customizable, portable and field updatable mass spectrometry instruments have the potential to be a game changer in a growing list of large end markets such as airport security and cargo scanning, narcotics detection, environmental monitoring and chemical processing. I am very proud of our team’s accomplishments, as we now have launched four product lines that we believe will expand our sales opportunities to potential customers from around the world. We have been serving airports worldwide with 1^St^ Detect’s explosive trace detection products in 15 countries having earned a valuable track record for delivering and maintaining our instruments.
Pickens continued, “Our Pro-Control product line now includes in-situ process controls for automatic chemical manufacturing optimization. Decisions are progressing and many quotes are pending, and we are very encouraged with the testing we have completed with some of the largest chemical and petrochemical companies. We are currently focused on selling and marketing all our brands. With our newest product lines, the TRACER NTD, Pro-Control, and EN-SCAN we believe we have created great momentum in fiscal year 2025 and into fiscal year 2026 and are very excited about our future.”
Financial Hi g hlights & Recent Developments
| ● | Fiscal year 2025 Q3 revenue of $534 thousand, compared to $50 thousand in fiscal year 2024 Q3, is comprised of TRACER 1000™ shipments, a government grant, and recurring consumable sales and maintenance services. |
|---|---|
| ● | On January 14, 2025, our 1st Detect subsidiary announced that it was awarded research and development contract 70RSAT24CB0000015 with the Department of Homeland Security (“DHS”) to research, develop and mature the TRACER 1000 for DHS next generation explosives trace detection. |
| --- | --- |
| ● | On January 23, 2025, we announced that 1^st^ Detect received a $429 thousand purchase order for its TRACER 1000™ ETDs from Intuitive Research and Technology Corporation, a TSA contractor, which was fulfilled and recognized as revenue during the three months ended March 31, 2025. |
| --- | --- |
| ● | On February 28, 2025, the Company announced that it had created a new wholly owned subsidiary, EN-SCAN, Inc., to manufacture and sell a new line of instruments built for environmental testing applications using its proprietary ATi Gas Chromatograph and Astrotech Mass Spectrometer Technology™. |
| --- | --- |
| ● | On March 10, 2025, we announced the TRACER 1000 NTD has been configured to screen for a range of synthetic opiates and novel psychoactive substances delivering accuracy and speed to counter the global drug crisis. |
| --- | --- |
| ● | Astrotech’s consolidated balance sheet remains strong with $20.9 million in cash, cash equivalents and liquid investments to support the Company’s completion of R&D projects and transition into a selling and marketing focused company. Cash, cash equivalents and liquid investments were $31.9 million at June 30, 2024. |
| --- | --- |
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. 1 ^st^ 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-Controlproduces 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: Ryan Polk, Chief Financial Officer, Astrotech Corporation, (512) 737-7378.
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 | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 534 | $ | 50 | $ | 829 | $ | 1,590 | ||||
| Cost of revenue | 297 | 42 | 428 | 867 | ||||||||
| Gross profit | **** | 237 | **** | 8 | **** | 401 | **** | 723 | ||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 2,115 | 1,833 | 5,842 | 5,501 | ||||||||
| Research and development | 1,989 | 1,708 | 6,375 | 5,158 | ||||||||
| Total operating expenses | **** | 4,104 | **** | 3,541 | **** | 12,217 | **** | 10,659 | ||||
| Loss from operations | **** | (3,867 | ) | **** | (3,533 | ) | **** | (11,816 | ) | **** | (9,936 | ) |
| Other income and expense, net | 234 | 379 | 896 | 1,229 | ||||||||
| Net loss | $ | (3,633 | ) | $ | (3,154 | ) | $ | (10,920 | ) | $ | (8,707 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 1,665 | 1,633 | 1,663 | 1,632 | ||||||||
| Basic and diluted net loss per common share: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss per common share | $ | (2.18 | ) | $ | (1.93 | ) | $ | (6.57 | ) | $ | (5.34 | ) |
| Other comprehensive loss, net of tax: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net loss | $ | (3,633 | ) | $ | (3,154 | ) | $ | (10,920 | ) | $ | (8,707 | ) |
| Available-for-sale securities: | ||||||||||||
| Net unrealized gain | 139 | 13 | 236 | 284 | ||||||||
| Total comprehensive loss | $ | (3,494 | ) | $ | (3,141 | ) | $ | (10,684 | ) | $ | (8,423 | ) |
ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
| June 30, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| Assets | **** | **** | **** | **** | **** |
| Current assets | |||||
| Cash and cash equivalents | 2,812 | $ | 10,442 | ||
| Short-term investments | 18,057 | 21,474 | |||
| Accounts receivable | 516 | 77 | |||
| Contract Asset | 7 | — | |||
| Inventory, net: | |||||
| Raw materials | 2,296 | 2,038 | |||
| Work-in-process | 146 | 66 | |||
| Finished goods | 310 | 370 | |||
| Prepaid expenses and other current assets | 431 | 261 | |||
| Total current assets | 24,575 | **** | 34,728 | ||
| Property and equipment, net | 2,486 | 2,763 | |||
| Intangible asset, net | 50 | — | |||
| Operating lease right-of-use assets, net | 35 | 119 | |||
| Other assets, net | 346 | 30 | |||
| Total assets | 27,492 | $ | 37,640 | ||
| Liabilities and stockholders’ equity | **** | **** | **** | **** | **** |
| Current liabilities | |||||
| Accounts payable | 616 | $ | 373 | ||
| Payroll related accruals | 928 | 1,174 | |||
| Accrued expenses and other liabilities | 882 | 754 | |||
| Lease liabilities, current | 66 | 227 | |||
| Total current liabilities | 2,492 | **** | 2,528 | ||
| Accrued expenses and other liabilities, net of current portion | 193 | 232 | |||
| Lease liabilities, net of current portion | 55 | 73 | |||
| Total liabilities | 2,740 | **** | 2,833 | ||
| 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 March 31, 2025, and June 30, 2024 | — | — | |||
| Common stock, 0.001 par value, 250,000,000 shares authorized at March 31, 2025, and June 30, 2024, respectively; 1,704,269 and 1,712,045 shares issued at March 31, 2025, and June 30, 2024, respectively; 1,693,953 and 1,701,729 outstanding at March 31, 2025, and June 30, 2024, respectively | 190,643 | 190,643 | |||
| Treasury shares, 10,316 at March 31, 2025, and June 30, 2024, respectively | (119 | ) | (119 | ) | |
| Additional paid-in capital | 83,109 | 82,480 | |||
| Accumulated deficit | (247,940 | ) | (237,020 | ) | |
| Accumulated other comprehensive loss | (941 | ) | (1,177 | ) | |
| Total stockholders’ equity | 24,752 | **** | 34,807 | ||
| Total liabilities and stockholders’ equity | 27,492 | $ | 37,640 |
All values are in US Dollars.