8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 24, 2020

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

2361 McGaw Avenue

Irvine, California 92614

(Address of Principal Executive Offices, Zip Code)

(949) 769-3200

(Registrant’s Telephone Number, Including Area 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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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 8.01

Other Events

COVID-19 Pandemic

On March 24, 2020, Pro-Dex, Inc. (the “Company”) issued a press release announcing its responses to and the impact of the COVID-19 pandemic on its business.  A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

The information presented in this Item 8.01 and Exhibit 99.1 shall not be deemed to be “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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item  9.01

Financial Statements and Exhibits.

(d) Exhibits.

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.

INDEX TO EXHIBITS

Press Release

EXHIBIT 99.1

Contact:  Richard L. Van Kirk, Chief Executive Officer

(949) 769-3200

For Immediate Release

PRO-DEX, INC. ANNOUNCES RESPONSE TO AND IMPACT OF COVID-19

IRVINE, CA, March 24, 2020 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced its responses to COVID-19 and the current impacts of COVID-19 on its business.

With headquarters and manufacturing facilities located in Irvine, California, we are currently continuing our business operations under an exemption from California Governor Newsom’s Executive Order N-33-20 (issued March 19, 2020) for “essential critical infrastructure sectors” based on our determination that we fall within the Healthcare and Public Health Sector exemption.  We currently remain open to both receive and ship orders, our manufacturing facility is continuing production, and, so far, we have not suffered any material impact due to COVID-19. However, due to uncertainties regarding the dynamics of COVID-19’s spread and evolution, the effects on the economic activities of our customers and suppliers, and future measures that may be adopted in the markets in which we operate, it is impossible to predict the potential impact that the pandemic may have on our business.

As we continue to operate, we have adjusted certain policies and procedures based on applicable national, state, and local emergency orders and safety guidance that may be issued from time to time, including:

·

Non-essential employees that are able to work remotely are doing so;

·

Increased frequency of disinfectant cleanings, especially for high-touch surfaces;

·

Curtailed business travel; and

·

Multiple, staggered work shifts have been implemented in order to achieve effective social distancing.

“While we have made changes to allow our business to continue to operate, we are committed to ensuring the safety of our employees, maintaining deliveries and services to our valued customers, and communicating closely with our suppliers.” said Pro-Dex’s CEO, Richard L. (“Rick”) Van Kirk. “We are adapting quickly to new orders and guidance as they are released, but governmental restrictions on businesses continue to evolve. Due to uncertainties related to COVID-19, we do not know what adverse consequences may ultimately impact our operations or those of our critical suppliers or customers.  Therefore, it is impossible at this time to predict the ultimate short-term or long-term impact of the pandemic on our business.”

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 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 (including but not limited to uncertainties related to the COVID-19 pandemic), 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 disclosure concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.