Form 8-K - Current report

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): November 9, 2023

Astrotech Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34426	91-1273737
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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 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 8.01 Other Events.

Effective November 9, 2023, Astrotech Corporation (the “Company”) accepted a purchase order (the “Purchase Order”) from a Romania-based company (the “Purchaser”), under which the Purchaser has ordered, and the Company is required to deliver, seven TRACER 1000 explosive trace detectors. The systems are expected to be delivered within the next few months and will be deployed in an airport in Romania.

On November 13, 2023, the Company issued a press release announcing the Purchase Order. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated November 13, 2023, 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

Date: November 13, 2023	By:	/s/ Thomas B. Pickens III
		Thomas B. Pickens III
		Chief Executive Officer, Chief Technology Officer and Chairman of the Board

Exhibit 99.1

1^ST DETECT SECURES SIGNIFICANT PURCHASE ORDER

FOR ADDITIONAL CHECKPOINT SECURITY UNITS

Austin, Texas – November 13, 2023 Astrotech Corporation (NASDAQ: ASTC) announced today that its 1^st Detect subsidiary has accepted another significant purchase order for seven of its TRACER 1000™ explosives trace detectors (ETDs), for an airport security checkpoint. The systems will be deployed in a European airport in Romania.

“We’re excited to begin Fiscal Year 2024 with increased sales and interest in the TRACER 1000 from the security checkpoint field. Based on the near-zero false alarm rate that mass spectrometry provides, we believe that the TRACER 1000 improves checkpoint efficiency and passenger throughput by reducing the need for time-consuming pat-downs,” said Thomas B. Pickens III, Chairman and Chief Executive Officer of 1^st Detect.

The Astrotech Mass Spectrometer Technology™ (AMS Technology) drives the breakthrough TRACER 1000, the first certified ETD to employ mass spectrometry. Recognized as the gold standard in chemical detection, mass spectrometry has historically been too costly, bulky, and cumbersome to be used outside of the laboratory. Unlike other technologies, the AMS Technology works under ultra-high vacuum, which eliminates competing molecules that can impair the accuracy and quality of an analysis. The TRACER 1000 is inexpensive, small, and easy to use, with high resolution and near-zero false alarms. Due to its high sensitivity and rugged design, the TRACER 1000 is the only mass spectrometry-based ETD to have received European Civil Aviation Conference (ECAC) certification for both checkpoint and cargo security.

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 detection market. AgLAB is developing chemical analyzers for use in the agriculture market. BreathTech is developing a breath analysis tool to screen for volatile organic compound metabolites that could indicate they may have a bacterial or viral infection. 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. 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: Jaime Hinojosa, Chief Financial Officer, Astrotech Corporation, (512) 485-9530

Document And Entity Information	Nov. 09, 2023
Document Information [Line Items]
Entity, Registrant Name	Astrotech Corporation
Document, Type	8-K
Document, Period End Date	Nov. 09, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-34426
Entity, Tax Identification Number	91-1273737
Entity, Address, Address Line One	2105 Donley Drive, Suite 100
Entity, Address, City or Town	Austin
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	78758
City Area Code	512
Local Phone Number	485-9530
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ASTC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001001907