Current Report Filing (8-k)
January 06 2022 - 04:52PM
Edgar (US Regulatory)
false 0001001907 0001001907 2022-01-06
2022-01-06
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): January 6,
2022
Astrotech Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34426
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91-1273737
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2105 Donley Drive, Suite 100, Austin, Texas
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78758
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(Address of Principal Executive Offices)
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(Zip Code)
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(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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock $0.001 per share
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ASTC
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The Nasdaq Capital Market
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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.
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Item 5.08. Shareholder Director Nominations.
Given that the date of the 2021 annual meeting of stockholders (the
“2021 Annual Meeting”) differs by more than 30 days from the
anniversary date of Astrotech Corporation’s (the “Company”) 2020
annual meeting of stockholders (the “2020 Annual Meeting”),
pursuant to Rule 14a-5(f) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), the Company is hereby providing
notice of the deadlines for submission of stockholder proposals
pursuant to Rule 14a-8 under the Exchange Act and for any
nomination for election to the Board of Directors of the Company
(the “Board”) or a proposal of business (other than pursuant to
Rule 14a-8 of the Exchange Act), in each case, with respect to the
2021 Annual Meeting. The Company will publish additional details
regarding the exact time, location, record date and matters to be
voted on at the 2021 Annual Meeting in the Company’s proxy
statement for the 2021 Annual Meeting.
Under the Company’s Bylaws (the “Bylaws”), because the date of the
2021 Annual Meeting is more than 30 days before the anniversary
date of the 2020 Annual Meeting, in order for a nomination for
election to the Board or a proposal of business (other than
pursuant to Rule 14a-8 of the Exchange Act) to be presented at the
2021 Annual Meeting, a stockholder of record must deliver proper
notice to our Secretary (Astrotech Corporation, 2105 Donley Drive,
Suite 100, Austin, Texas 78758, Attention: Secretary) no later than
6:00 p.m. Central Time on January 16, 2022.
Given that the date of the 2021 Annual Meeting will be more than 30
days from the anniversary of the Company’s 2020 Annual Meeting, the
deadline for submission of proposals by stockholders for inclusion
in the Company’s proxy materials in accordance with Rule 14a-8
under the Exchange Act, will be Friday, January 21, 2022 (which the
Company has determined to be a reasonable time before it expects to
begin to print and distribute its proxy materials prior to the 2021
Annual Meeting). Any such proposal must also meet the requirements
set forth in the rules and regulations of the Exchange Act in order
to be eligible for inclusion in the proxy materials for the 2021
Annual Meeting.
Item 8.01 Other Events.
The description above under “Item 5.08–Shareholder Director
Nominations” is incorporated by reference into this Item 8.01. On
January 6, 2022, the Company issued a Press Release announcing that
the date of its 2021 Annual Meeting will be March 25, 2022. The
full text of the announcement is attached to this Current Report on
Form 8-K as Exhibit 99.1.
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.
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Astrotech Corporation
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By:
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/s/ Eric Stober
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Name:
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Eric Stober
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Title:
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Chief Financial Officer
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Date: January 6, 2022
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