8-K
PRO DEX INC (PDEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
PRO-DEX, INC.
(Exact name of registrant as specified in charter)
| Colorado | 0-14942 | 84-1261240 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2361 McGaw Avenue
Irvine, California 92614
(Address of principal executive offices, zipcode)
(949) 769-3200
(Registrant’s telephone number includingarea code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications 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 Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, no par value | PDEX | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company ☐ |
|---|
If an emerging growth company, indicate by checkmark 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. |
|---|
The information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 shall be expressly set forth by specific reference in such a filing.
On October 30, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the first fiscal quarter and three months ended September 30, 2025. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br> Number | Description |
|---|---|
| 99.1 | Press<br> Release dated October 30, 2025 |
| 104 | Cover Page Interactive Data File (the cover page XBRL<br> 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: October 30, 2025 | Pro-Dex, Inc. | |
|---|---|---|
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer |
Exhibit 99.1
Contact: Richard L. Van Kirk, Chief Executive Officer
(949) 769-3200
For Immediate Release
PRO-DEX, INC. ANNOUNCES FISCAL 2026 FIRST QUARTER RESULTS
IRVINE, CA, October 30, 2025 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2026 first quarter ended September 30, 2025. The Company also filed its Quarterly Report on Form 10-Q for the first quarter of fiscal year 2026 with the Securities and Exchange Commission today.
Quarter Ended September 30, 2025
Net sales for the three months ended September 30, 2025, increased $3.6 million, or 24%, to $18.5 million from $14.9 million for the three months ended September 30, 2024. The increase is driven primarily by a $4.4 million increase in revenue related to the resumption of the next-generation handpiece we sell to that customer, offset by a $1.3 million decrease in repairs of the legacy handpiece we sell to that customer. During the fourth quarter of fiscal 2025, at the customer’s request, we resumed production and shipment of the customer’s next generation handpiece. Because certain of the sub-assemblies included in the handpiece take several weeks of internal machining, the process to resume shipments at the requested levels has taken several months. By September 2025, our shipments reached the recurring level that the customer has requested.
Gross profit for the three months ended September 30, 2025, increased $217,000, or 4%, compared to the year-ago period. Gross margin decreased by 6 percentage points to 29% during the three months ended September 30, 2025, compared to 35% during the corresponding year-ago period, due primarily as a result of higher costs, including tariffs, which have not been fully passed on to our customers.
Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended September 30, 2025, increased $121,000, or 6%, to $2.3 million compared to $2.1 million for the prior fiscal year’s corresponding quarter. The increase relates primarily to increased general and administrative expenses relating to higher personnel costs specifically related to human resources, information technology and facilities.
Our operating income for the quarter ended September 30, 2025, increased $96,000, or 3%, to $3.1 million compared to $3.0 million for the prior fiscal year’s corresponding quarter. The increase reflects our increased sales, as described above.
Net income for the quarter ended September 30, 2025, increased to $4.7 million, or $1.40 per diluted share, compared to net income of $2.5 million, or $0.75 per diluted share, for the quarter ended September 30, 2024. Our net income for the quarter ended September 30, 2025, contains unrealized gains on our marketable equity investments of $3.3 million while our net income for the quarter ended September 30, 2024, includes unrealized gains on investments of $433,000. All of our investments are recorded at estimated fair value, and the period-to-period valuation can be highly volatile. Specifically, our investment in Monogram Technologies, Inc. was valued at the cash price we received in October 2025, upon its acquisition by Zimmer Biomet Holdings, Inc. We received $4.04 per share for each of the common shares we owned of Monogram, for a total of $8.9 million in cash proceeds.
CEO Comments
Richard L. (“Rick”) Van Kirk, the Company’s President and Chief Executive Officer, commented, “We are pleased with our first quarter results and excited to have resumed shipment of our largest customer’s next generation handpiece at the recurring levels we expect to deliver in our second fiscal quarter and beyond.” Mr. Van Kirk concluded, “We are also pleased with the recent cash infusion generated from our investment in Monogram and are thoughtfully considering how to best utilize it for our continued growth and strategic objectives.”
About Pro-Dex, Inc.:
Pro-Dex, Inc. specializes in the design, development, and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and maxocranial facial markets. We have patented adoptive torque-limiting software and proprietary sealing solutions that appeal to our customers, primarily medical device distributors. Pro-Dex also sells compact pneumatic air motors for a variety of industrial applications. Pro-Dex's products are found in hospitals and medical engineering labs around the world. For more information, visit the Company's website at www.pro-dex.com.
Statements herein concerning the Company's plans, growth, and strategies may include 'forward-looking statements' within the context of the federal securities laws. Statements regarding the Company's future events, developments, and future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors. Interested parties should refer to the risk factors and other disclosures concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.
(tables follow)
PRO-DEX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
| June 30,<br> <br>2025 | |||
|---|---|---|---|
| ASSETS | |||
| Current Assets: | |||
| Cash and cash equivalents | 514 | $ | 419 |
| Investments | 10,038 | 6,740 | |
| Accounts receivable, net of allowance for credit losses of 2 and 0 at September 30, 2025 and at June 30, 2025, respectively | 18,234 | 16,433 | |
| Deferred costs | 32 | 24 | |
| Inventory | 21,564 | 22,213 | |
| Income taxes receivable | 106 | 1,056 | |
| Prepaid expenses and other current assets | 235 | 410 | |
| Total current assets | 50,723 | 47,295 | |
| Land and building, net | 6,038 | 6,061 | |
| Equipment and leasehold improvements, net | 4,969 | 5,153 | |
| Right-of-use asset, net | 941 | 1,050 | |
| Intangibles, net | 19 | 26 | |
| Deferred income taxes | 1,415 | 1,415 | |
| Investments | 149 | 148 | |
| Other assets | 44 | 44 | |
| Total assets | 64,298 | $ | 61,192 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current Liabilities: | |||
| Accounts payable | 3,965 | $ | 4,614 |
| Accrued liabilities | 4,127 | 3,479 | |
| Income taxes payable | 776 | 186 | |
| Deferred revenue | 122 | 202 | |
| Notes payable | 4,612 | 6,148 | |
| Total current liabilities | 13,602 | 14,629 | |
| Lease liability, net of current portion | 555 | 685 | |
| Notes payable, net of current portion | 8,628 | 9,246 | |
| Total non-current liabilities | 9,183 | 9,931 | |
| Total liabilities | 22,785 | 24,560 | |
| Shareholders’ Equity: | |||
| Common stock; no par value; 50,000,000 shares authorized; 3,262,004 and 3,261,043 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively | 905 | 704 | |
| Retained earnings | 40,608 | 35,928 | |
| Total shareholders’ equity | 41,513 | 36,632 | |
| Total liabilities and shareholders’ equity | 64,298 | $ | 61,192 |
All values are in US Dollars.
PRO-DEX, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
| Three<br> Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Net sales | $ | 18,530 | $ | 14,892 | ||
| Cost of sales | 13,163 | 9,742 | ||||
| Gross profit | 5,367 | 5,150 | ||||
| Operating expenses: | ||||||
| Selling expenses | 73 | 48 | ||||
| General and administrative expenses | 1,417 | 1,246 | ||||
| Research and development costs | 768 | 843 | ||||
| Total operating expenses | 2,258 | 2,137 | ||||
| Operating income | 3,109 | 3,013 | ||||
| Other income (expense): | ||||||
| Interest and dividend income | 14 | 25 | ||||
| Unrealized gain on investments | 3,299 | 433 | ||||
| Interest expense | (200 | ) | (152 | ) | ||
| Total other income | 3,113 | 306 | ||||
| Income before income taxes | 6,222 | 3,319 | ||||
| Provision for income taxes | 1,542 | 853 | ||||
| Net income | $ | 4,680 | $ | 2,466 | ||
| Basic and diluted net income per share: | ||||||
| Basic net income per share | $ | 1.43 | $ | 0.76 | ||
| Diluted net income per share | $ | 1.40 | $ | 0.75 | ||
| Weighted-average common shares outstanding: | ||||||
| Basic | 3,261,753 | 3,259,742 | ||||
| Diluted | 3,338,805 | 3,292,142 | ||||
| Common shares outstanding | 3,262,004 | 3,297,510 |