false
0001001907
0001001907
2024-02-12
2024-02-12
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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):
February 12, 2024
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Astrotech Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware 001-34426 91-1273737
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2105 Donley Drive, Suite 100 78758
,
Austin
,
Texas
(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)
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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 Name of each exchange on which registered
Symbol(s)
Common Stock ASTC NASDAQ
, $0.001 par value per share 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 (s)230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR (s)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 February 12, 2024, Astrotech Corporation (the "Company") issued a press
release announcing its results of operations for its second quarter of fiscal
year 2024, which ended December 31, 2023. A copy of the press release is
attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated February 12, 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
February 12, 2024 By: /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 SECOND QUARTER OF FISCAL YEAR 2024 FINANCIAL RESULTS
Austin, Texas
-
February 12, 2024
- Astrotech Corporation (Nasdaq: ASTC) (the "Company" or "Astrotech") reported
its financial results for the second quarter of fiscal year 2024, which ended
December 31, 2023.
Financial Highlights & Recent Developments
Year-to-date revenue totaled $1,540 thousand compared to $301 thousand in the comparative
period in the prior year. This represents an increase of 512%. The growth was
predominantly due to the Company successfully delivering on two previously announced
purchase orders for TRACER 1000" explosive trace detectors (ETDs) to customers in Romania.
Astrotech's consolidated balance sheet remains strong with $37 million in cash and liquid investments, which
are anticipated to support our research and development, organic growth, and potential acquisition targets.
Year-to-date fiscal year 2024 gross margin increased to 46% from 38% during the comparative period in
the prior year, as we continue to benefit from the further refining and ruggedizing of our equipment.
After the end of the quarter, 1
st
Detect reentered detection and non-detection testing with the U.S. Transportation Security Administration
(TSA) for cargo security. Successful completion of TSA cargo detection testing is the final
step to be listed on the Air Cargo Screening Technology List as an "approved" device. If approved,
we believe the TRACER 1000 will be approved for cargo security screening sales in the United States.
Pro-Control, Inc. (Pro-Control) was launched December 12, 2023, and is focused on applying the Astrotech Mass
Spectrometer Technology" (AMS Technology) in chemical manufacturing process control applications developed
by AgLAB. The Pro-Control Maximum Value Process" and the Pro-Control-1000" mass spectrometer are designed
to test, measure and increase potency, purity and weight yields in the chemical manufacturing processes.
Production and sales efforts continue for the AgLAB 1000-D2", which utilizes the Maximum Value Process".
We exhibited it at this year's MJ BizCon held late in the second quarter of fiscal year 2024.
"Fiscal year 2024 continued with strong sales at 1st Detect as we successfully
fulfilled our two significant Tracer 1000 orders," stated Thomas B. Pickens,
III, Astrotech's Chairman, Chief Executive Officer, and Chief Technology
Officer. "We are gaining traction with the checkpoint market, especially with
those customers looking to the future, by bringing the world's first ECAC
approved mass spectrometer ETD to their airports. Our ruggedized ETD brings
the selectivity of a mass spectrometer to the checkpoint, and our customers
have reported less false alarms while using our ETD compared to traditional
IMS machines. This requires little to no additional training normally
associated with using a traditional mass spectrometer. Further, the
Pro-Control subsidiary was launched late this quarter and we look forward to
introducing Pro-Control to chemical manufacturers who are using vacuum
distillation," stated Thomas B. Pickens, III.
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.
1st 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 provide early detection of lung
diseases.
Pro-Control
is developing the mass spectrometry technology for use in chemical
manufacturing processes. Astrotech is headquartered in Austin, Texas. For
information, please visit
www.astrotechcorp.com
.
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About the AgLAB-1000
",
the BreathTest-1000
" and the
Pro-Control-1000
"
This press release contains information about our new products under
development, AgLAB-1000, BreathTest-1000 and Pro-Control-1000. Product
development involves a high degree of risk and uncertainty, and there can be
no assurance that our new products will be successfully developed, achieve
their intended benefits, receive full market authorization, or be commercially
successful. In addition, FDA approval will be required to market BreathTest-1000
in the United States. Obtaining FDA approval is a complex and lengthy
process, and there can be no assurance that FDA approval for BreathTest-1000
will be granted on a timely basis or at all.
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
Tables follow
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ASTROTECH CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share data)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2023 2022 2023 2022
$ 1,115 $ 263 $ 1,540 $ 301
Revenue
583 155 825 187
Cost of revenue
532 108 715 114
Gross profit
Operating expenses:
2,022 1,558 3,668 3,200
Selling, general and administrative
1,578 1,364 3,450 2,492
Research and development
3,600 2,922 7,118 5,692
Total operating expenses
(3,068 ) (2,814 ) (6,403 ) (5,578 )
Loss from operations
427 396 850 631
Other income and expense, net
$ (2,641 ) $ (2,418 ) $ (5,553 ) $ (4,947 )
Net loss
Weighted average common shares outstanding:
1,631 1,613 1,631 1,613
Basic and diluted
Basic and diluted net loss per common share:
$ (1.62 ) $ (1.50 ) $ (3.40 ) $ (3.07 )
Net loss per common share
Other comprehensive loss, net of tax:
$ (2,641 ) $ (2,418 ) $ (5,553 ) $ (4,947 )
Net loss
Available-for-sale securities:
325 (2 ) 270 (370 )
Net unrealized loss
$ (2,316 ) $ (2,420 ) $ (5,283 ) $ (5,317 )
Total comprehensive loss
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ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
December 31, June 30,
2023 2023
(Unaudited) (Note)
Assets
Current assets
$ 11,096 $ 14,208
Cash and cash
equivalents
26,183 27,919
Short-term
investments
294 225
Accounts
receivable
Inventory,
net:
1,530 1,379
Raw materials
275 243
Work-in-process
260 373
Finished goods
- 1
Income tax
receivable
426 365
Prepaid
expenses and
other current
assets
40,064 44,713
Total current
assets
2,546 2,670
Property and
equipment, net
191 262
Operating
lease
right-of-use
assets, net
30 30
Other
assets, net
$ 42,831 $ 47,675
Total assets
Liabilities
and
stockholders
'
equity
Current
liabilities
567 546
Accounts
payable
817 633
Payroll
related
accruals
621 1,170
Accrued
expenses and
other
liabilities
309 316
Lease
liabilities,
current
2,314 2,665
Total current
liabilities
91 -
Accrued expenses
and other
liabilities, net
of current portion
152 291
Lease
liabilities, net
of current
portion
2,557 2,956
Total
liabilities
Commitments
and
contingencies
Stockholders
'
equity
- -
Convertible preferred stock, $0.001 par
value, 2,500,000 shares authorized; 280,898
shares of Series D issued and outstanding
at December 31, 2023 and June 30, 2023
190,643 190,643
Common stock, $0.001 par value, 250,000,000 shares authorized at December
31, 2023 and June 30, 2023, respectively; 1,712,045 and 1,692,045 shares
issued at December 31, 2023 and June 30, 2023, respectively; 1,701,729 and
1,681,729 outstanding at December 31, 2023 and June 30, 2023, respectively
(119 ) (119 )
Treasury shares,
10,316 at December 31,
2023 and June 30,
2023, respectively
81,839 81,002
Additional
paid-in
capital
(230,907 ) (225,354 )
Accumulated
deficit
(1,182 ) (1,453 )
Accumulated
other
comprehensive
loss
40,274 44,719
Total
stockholders
'
equity
$ 42,831 $ 47,675
Total
liabilities
and
stockholders
'
equity
Note: The condensed consolidated balance sheet at
June 30, 2023, has been derived from the audited consolidated financial
statements at that date but does not include all of the information and
footnotes required by the United States generally accepted accounting
principles for complete financial statements.
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