Pro Dex Inc 8-K, filed Sep 18, 2026
Pro Dex Inc (PDEX)
About this 8-K
Pro Dex Inc filed this 8-K on September 18, 2026, reporting on events of September 16, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 16, 2026, Pro-Dex, Inc. (the “Company”) entered into a Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net (the “Third Amendment”) with Irvine Business Properties, a California general partnership (“Lessor”), with an effective date of August 18, 2026. The Third Amendment amends that certain Standard Industrial Commercial Multi-Tenant Lease – Net (the “Lease”) between the Company and Lessor dated August 17, 2007, as amended by the First Amendment to Lease dated July 1, 2013 (the “First Amendment”) and by the Second Amendment to Lease dated September 19, 2017 (the “Second Amendment”). The Lease covers approximately 28,180 square feet of office and industrial space located at 2361 McGaw Avenue, Irvine, California that comprises the Company’s executive offices and Irvine, California manufacturing facility.
The Third Amendment extends the term of the Lease to September 30, 2030, and beginning on October 1, 2027 contemplates 3.5% annual base rent increases. As result, the base rent is $49,281.75 per month from October 1, 2027 through September 30, 2028, and increases by 3.5%, or $1,724.86 per month, on October 1, 2028 and an additional 3.5% per month, or $1,785.23 per month, on October 1, 2029.
Except as expressly set forth in the Third Amendment, the remaining terms of the Lease remain unchanged. A complete copy of the Lease is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2007 and is incorporated herein by reference. A complete copy of the First Amendment is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 17, 2013 and is incorporated herein by reference. A complete copy of the Second Amendment is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 20, 2017 and is incorporated herein by reference. A complete copy of the Third Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Any summary or description contained herein of either the Lease, the First Amendment, the Second Amendment or the Third Amendment is qualified in its entirety by reference to the complete text of the Lease as amended by the First, Second and Third Amendments.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit |
Description | |
| 10.1 | Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net by and between Irvine Business Properties and Pro-Dex, Inc., effective August 18, 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: September 18, 2026 | Pro-Dex, Inc. | |
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer | ||
EXHIBIT 10.1
THIRD AMENDMENT TO
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET
THIS THIRD AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – NET (this “Amendment”) is entered into on August 18, 2026 (the “Effective Date”), by and between IRVINE BUSINESS PROPERTIES, a California general partnership (“Lessor”), on the one hand, and PRO-DEX, INC., a Colorado corporation (“Lessee”) (Lessee and Lessor each, a “Party,” and together collectively, the “Parties”), on the other hand.
RECITALS
A. Lessor and Lessee entered into that certain Standard Industrial/Commercial Multi-Tenant Lease – Net dated August 3, 2007 (the “Original Lease”), as amended by that certain First Amendment to Lease dated July 1, 2013 (the “First Amendment”) and Second Amendment to Lease dated September 15, 2017 (the “Second Amendment”) (the Original Lease, First Amendment and Second Amendment are collectively referred to as the “Lease”) by and between the Parties, for the Premises located at 2361 McGaw Avenue, Irvine, California 92614 and as further described therein. Except as otherwise expressly provided for herein, capitalized terms used herein shall have the meanings given them in the Lease.
B. The Parties desire to amend the Lease on the terms set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Lease Term Extended. Notwithstanding anything to the contrary contained in the Lease, the Term of the Lease shall be extended to, and expire and terminate on, September 30, 2030 at 11:59 p.m. PST.
2. Base Rent Adjustment. Base Rent for the periods described below shall be as follows:
| Effective Date through September 30, 2027 | $47,615.22 per month |
| October 1, 2027 through September 30, 2028 | $49,281.75 per month |
| October 1, 2028 through September 30, 2029 | $51,006.61 per month |
| October 1, 2029 through September 30, 2030 | $52,791.84 per month |
3. Improvements to the Premises. Lessee acknowledges that Lessor has no obligation to make any additions, alterations or improvements to the Premises (“Tenant Improvements”) during the Term covered by this Amendment or otherwise. Any Tenant Improvements during the Term shall be at Lessee’s sole cost and expense, and subject to the prior written consent of Lessor; provided, however, Lessee acknowledges that if the proposed Tenant Improvements require a permit or inspection, and the governing agency requires or is anticipated to require other work to be done at the property as a condition to the performance of the work or as a result of the application to perform such work, Lessor may condition its approval on Lessee’s performance of such additional work at Lessee’s cost. Notwithstanding anything to the contrary contained in the Lease, including but not limited to Paragraph 7.2 thereof, all roof repairs affecting the Premises shall be the responsibility of Lessee, at Lessee’s sole cost and expense.
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4. Parking Spaces. Notwithstanding anything to the contrary contained in the Lease, including but not limited to Paragraph1.2(b) thereof, Lessee or persons designated by Lessee shall have the right to use during the Term of the Lease, on an unreserved basis, up to ninety-six (96) parking spaces located in the Building parking lot.
5. Commission. Each of the Parties represent and warrant to the other that it has not engaged a broker or agent in connection with the negotiations of this Lease and that they know of no real estate brokers or agents who are or claim to be entitled to a commission in connection with this Amendment. The Parties agree to defend, indemnify and hold harmless the other from and against any liability or claim, whether meritorious or not, arising with respect to any such broker and/or agent known to such Party and not so named.
6. Unaltered Provisions. The remaining Lease provisions not explicitly mentioned herein shall remain unaltered and in full force and effect.
7. Entire Agreement. This Amendment constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof.
8. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement, with the same effect and validity as a single, original agreement signed by all of the Parties.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have executed this Amendment, effective on the date first set forth above.
| LESSOR: | |||
| IRVINE BUSINESS PROPERTIES, | |||
| a California general partnership | |||
| By: | /s/ Petar Hristov | ||
| Name: | Petar Hristov | ||
| Title: | Manager | ||
| LESSEE: | |||
| PRO-DEX, INC., | |||
| a Colorado corporation | |||
| By: | /s/ Richard Van Kirk | ||
| Name: | Richard Van Kirk | ||
| Title: | CEO | ||
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