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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): August 24, 2022
astc20220823_8kimg001.jpg
 
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 per share
  
ASTC
  
The Nasdaq Capital Market
 
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 5.08.  Shareholder Director Nominations.
 
The Board of Directors (the “Board”) of Astrotech Corporation (the “Company”) has determined that the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) will be held on Tuesday, November 15, 2022. Given that the date of the 2022 Annual Meeting differs by more than 30 days from the anniversary date of the Company’s 2021 annual meeting of stockholders (the “2021 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 or a proposal of business (other than pursuant to Rule 14a-8 of the Exchange Act), in each case, with respect to the 2022 Annual Meeting. The Company will publish additional details regarding the exact time, location, record date and matters to be voted on at the 2022 Annual Meeting in the Company’s proxy statement for the 2022 Annual Meeting.
 
Under the Company’s Bylaws (the “Bylaws”), because the date of the 2022 Annual Meeting is more than 30 days before the anniversary date of the 2021 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 2022 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 September 3, 2022.
 
Given that the date of the 2022 Annual Meeting will be more than 30 days from the anniversary of the Company’s 2021 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 Monday, September 12, 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 2022 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 2022 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 August 24, 2022, the Company issued a press release announcing that the date of its 2022 Annual Meeting will be November 15, 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
 
Exhibit No.
  
Description
99.1
  
     
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
  
       
 
By:
/s/ Jaime Hinojosa
  
       
  Name: Jaime Hinojosa  
  Title: Chief Financial Officer  
 
 
Date: August 24, 2022
 
 

Exhibit 99.1

 

ex_415883img001.jpg

 

 

ASTROTECH ANNOUNCES DATE FOR FISCAL YEAR 2022 ANNUAL MEETING AND DEADLINES FOR STOCKHOLDER PROPOSALS

 

Austin, Texas – August 24, 2022 – Astrotech Corporation (Nasdaq: ASTC) (the “Company”) announced its plans to hold its fiscal year 2022 annual meeting of stockholders (the “2022 Annual Meeting”) on Tuesday, November 15, 2022. The 2022 Annual Meeting will be held at 9:00 a.m. Central Time. Current plans are for the meeting to be in person in Austin, Texas at the Company’s main office. The Company anticipates sending proxy materials for the annual meeting to stockholders in September 2022.

 

Astrotech Corporation 2022 Annual Meeting of Stockholders

Astrotech Corporation Main Office

2105 Donley Drive, Suite 100, Austin, Texas 78758

November 15, 2022

 

 

Submission of Stockholder Proposals

 

Given that the date of the 2022 Annual Meeting differs by more than 30 days from the anniversary date of the Company’s 2021 annual meeting of stockholders (the “2021 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 2022 Annual Meeting. The Company will publish additional details regarding the exact time, location, record date, and matters to be voted on at the 2022 Annual Meeting in the Company’s proxy statement for the 2022 Annual Meeting.

 

Under the Company’s Bylaws (the “Bylaws”), because the date of the 2022 Annual Meeting is more than 30 days before the anniversary date of the 2021 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 2022 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 September 3, 2022.

 

Given that the date of the 2022 Annual Meeting will be more than 30 days from the anniversary of the Company’s 2021 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 Monday, September 12, 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 2022 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 2022 Annual Meeting.

 

 
 

 

About Astrotech

 

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. 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 severity and duration of the COVID-19 pandemic and its impact on the U.S. and worldwide economy, the timing, scope and effect of further U.S. and international governmental, regulatory, fiscal, monetary and public health responses to 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. 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