Form 8-K - Current report

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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 19, 2024

 

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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)

 

[phone]

 

Registrant’s Telephone Number, Including Area Code

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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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. ☐

 

 

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Item 2.02. Results of Operations and Financial Condition.

 

On September 19, 2024, Astrotech Corporation issued a press release announcing its results of operations for its fiscal year ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press release, dated September 19, 2024, issued by Astrotech Corporation.

 

104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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
	By:
September 19, 2024
		/s/ Thomas B. Pickens III
		Thomas B. Pickens III
		Chief Executive Officer, Chief Technology Officer and Chairman of the Board

 

 

Exhibit 99.1

 

 

 

ASTROTECH REPORTS FISCAL YEAR 2024 FINANCIAL RESULTS

 

Austin, Texas – September 19, 2024 – Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”) reported its financial results for the fiscal year ended June 30, 2024.

 

Financial Highlights & Fiscal Year Developments 

 

●

Revenue increased to $1.7 million as Astrotech’s subsidiary, 1st Detect, gained traction in the international passenger market with its explosives trace detectors (“ETD”). Gross margin increased to 45% for the year compared to 41% in the prior period, due to a higher proportion of recurring revenue.

 

●

The U.S. Transportation Security Administration (“TSA”) approved the TRACER 1000 for the Air Cargo Security Technology List, which permits air cargo companies in the United States to use our equipment in their operations. This action advances the TRACER 1000 to Stage II testing and allows us to sell the TRACER 1000 to air cargo companies in the United States. In Stage II testing, the Company will begin field trials with the TSA. If field trials are successful, the TRACER 1000 will be added to the "qualified" list.

 

●

The Company has entered into Developmental Test and Evaluation in which the Transportation Security Laboratory ("TSL") will test the TRACER 1000 and work with 1st Detect to ensure its readiness to enter certification testing for TSA checkpoint testing. The certification test is then completed by the Independent Test & Evaluation department of TSL. As of the fiscal year 2023 budget the TSA had over 6,000 ETD units at checkpoint and baggage screening points which we believe would benefit from utilizing our AMS Technology.

 

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1st Detect began accepting orders for the TRACER 1000 Narcotics Trace Detector (“NTD”) from worldwide customers. The TRACER 1000 NTD is a high-performance laboratory instrument capable of rapid detection of trace levels of narcotic compounds in seconds. The TRACER 1000 NTD and the TRACER 1000 ETD together provide a comprehensive protection platform that can be applied across various markets including airports, border security, checkpoint, cargo, and infrastructure security, correctional facilities, military, and law enforcement.

 

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The TRACER 1000 NTD and the TRACER 1000 ETD are now registered with the U.S. General Services Administration ("GSA") IT Schedule 70 under Contract No. GS-35F-250GA with SRI Group LLC, Special Item Number 334290.   The IT Schedule 70 is a long-term contract issued by the GSA to commercial technology vendors that allows sales to the U.S. federal government, one of the largest buyers of goods and services in the world.  1st Detect continues to showcase the TRACER 1000 NTD and TRACER 1000 ETD at trade events in the U.S.

 

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We announced the formation of a new wholly-owned subsidiary, Pro-Control, and Astrotech’s entry into an exclusive license with Pro-Control to utilize our Astrotech Mass Spectrometer Technology™ (the “AMS Technology”) for industrial process control applications involving chemical distillation outside of the agriculture industry. Pro-Control uses advanced mass spectrometer instrumentation to monitor and control the production and operations of manufacturing processes using real-time, in-process samples.

 

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AgLAB Inc. (“AgLAB”) and SC Laboratories (“SC Labs”) entered into a master lease agreement providing for the joint marketing of the AgLAB 1000-D2™ mass spectrometer and the AgLAB Maximum Value Process™ (“MVP™”) testing method to SC Labs’ clients. SC Labs is an industry leader that provides the regulatory requirement of a Certificate of Analysis for all movement and sale of all processed cannabis CBD or THC oils.

 

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Astrotech presented the AgLAB MVP™ at MJBizcon. The MVP™ is an innovative process control system to increase the potency of ending-weight yields and revenue by 20% or more using AgLAB’s proprietary integration of the AMS Technology.

 

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Astrotech’s consolidated balance sheet remains strong with $31.9 million in cash and cash equivalents and liquid investments which is anticipated to support the Company’s research and development, organic growth, and potential acquisition targets.

 

 

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“Our mission is to expand access to the precision of mass spectrometry for companies in our target markets. We intend to achieve our mission through simplification, customization, automation, and configuration to provide relevant real-time solutions. Our TRACER 1000 has been TSA approved for air cargo and is also on the GSA, and we are currently accepting orders. Both our NTDs and ETDs are being showcased at tradeshows around the U.S. Our gross profit is growing, and we look to increasing revenue in subsequent fiscal years,” stated Thomas B. Pickens, III, Astrotech’s Chairman, Chief Executive Officer and Chief Technology Officer.

 

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 develops and sells chemical analyzers for use in the agriculture market. Pro-Control is developing the mass spectrometry technology for use in chemical manufacturing processes. BreathTech is developing a breath analysis tool to screen for volatile organic compounds that that could indicate infections or critical conditions. 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, [phone].

 

Tables follow

 

 

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ASTROTECH CORPORATION

Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

(Unaudited)

 

		June 30,
		2024				2023
Revenue		$	1,664			$	750
Cost of revenue			913				444
Gross profit			751				306
Operating expenses:
Selling, general and administrative			7,241				5,775
Research and development			6,790				5,591
Total operating expenses			14,031				11,366
Loss from operations			(13,280	)			(11,060	)
Other income and expense, net			1,616				1,418
Loss from operations before income taxes			(11,664	)			(9,642	)
Income tax expense			(2	)			—
Net loss		$	(11,666	)		$	(9,642	)
Weighted average common shares outstanding:
Basic and diluted			1,638				1,620
Basic and diluted net loss per common share:
Net loss per common share		$	(7.12	)		$	(5.95	)
Other comprehensive loss, net of tax:
Net loss		$	(11,666	)		$	(9,642	)
Available-for-sale securities:
Net unrealized gain (loss)			276				(254	)
Total comprehensive loss		$	(11,390	)		$	(9,896	)

 

 

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ASTROTECH CORPORATION

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

		June 30,
		2024				2023
Assets
Current assets
Cash and cash equivalents		$	10,442			$	14,208
Short-term investments			21,474				27,919
Accounts receivable			77				225
Inventory, net:
Raw materials			2,038				1,379
Work-in-process			66				243
Finished goods			370				373
Income tax receivable			—				1
Prepaid expenses and other current assets			261				365
Total current assets			34,728				44,713
Property and equipment, net			2,763				2,670
Operating lease right-of-use assets, net			119				262
Other assets, net			30				30
Total assets		$	37,640			$	47,675
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		$	373			$	546
Payroll related accruals			1,174				633
Accrued expenses and other liabilities			754				1,170
Lease liabilities, current			227				316
Total current liabilities			2,528				2,665
Accrued expenses and other liabilities, net of current portion			232				—
Lease liabilities, net of current portion			73				291
Total liabilities			2,833				2,956
Commitments and contingencies (Note 14)
Stockholders’ equity
Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series D issued and outstanding at June 30, 2024 and 2023, respectively			—				—
Common stock, $0.001 par value, 250,000,000 shares authorized at June 30, 2024 and 2023 respectively; 1,712,045 and 1,692,045 shares issued at June 30, 2024 and 2023 respectively; 1,701,729 and 1,681,729 outstanding at June 30, 2024 and 2023, respectively			190,643				190,643
Treasury shares, 10,316 shares at June 30, 2024 and 2023, respectively			(119	)			(119	)
Additional paid-in capital			82,480				81,002
Accumulated deficit			(237,020	)			(225,354	)
Accumulated other comprehensive loss			(1,177	)			(1,453	)
Total stockholders’ equity			34,807				44,719
Total liabilities and stockholders’ equity		$	37,640			$	47,675

 

 

Document And Entity Information	Sep. 19, 2024
Document Information [Line Items]
Entity, Registrant Name	Astrotech Corporation
Document, Type	8-K
Document, Period End Date	Sep. 19, 2024
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
Entity, Address, Address Line Two	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

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