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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): November 22, 2022
astrotech01.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 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. ☐
 
 
 
 
 
--06-30
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On November 22, 2022, Astrotech Corporation (the “Company”), filed a third amendment (the “Amendment”) to the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of all of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on December 5, 2022. The Company’s common stock is expected to begin trading on a split adjusted basis on The Nasdaq Capital Market when the market opens on December 5, 2022, under the existing trading symbol “ASTC.”
 
At the Company’s Annual Meeting of Stockholders held on November 15, 2022, the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”) to effect, in its discretion, prior to December 31, 2022, a reverse stock split of all of the Company’s issued and outstanding shares of common stock, at a specific ratio, ranging from 1-for-5 to 1-for-30, with the timing and ratio to be determined by the Board, if effected, and approved a corresponding amendment to the Company’s Certificate of Incorporation, in substantially the same form as the Amendment. On November 18, 2022, the Board approved the Reverse Stock Split at a ratio of 1-for-30. 
 
The Amendment provides that at the effective time of the Reverse Stock Split, each 30 shares of the Company’s issued and outstanding common stock will be automatically combined into one validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Reverse Stock Split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the Reverse Stock Split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split with a corresponding increase in exercise price per share. The Reverse Stock Split will also trigger a proportionate adjustment to the number of shares of common stock issuable upon the conversion of our Series D convertible preferred stock, par value $0.001 per share.
 
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing trading price per share of the common stock as reported on The Nasdaq Capital Market during the regular trading hours for the five consecutive trading days immediately preceding the effective date of the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split).
 
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on The Nasdaq Capital Market. The new CUSIP number for the common stock following the Reverse Stock Split is 046484309.
 
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 8.01. Other Items.
 
On November 23, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
3.1
  
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.
 
 
Date:
November 23, 2022
    
       
   
Astrotech Corporation
       
   
By:
/s/ Thomas B. Pickens III
   
Name:
Thomas B. Pickens III
   
Title:
Chairman of the Board and Chief Executive
Officer
 
 

Exhibit 3.1

 

Form of Reverse Stock Split Charter Amendment

 

THIRD CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ASTROTECH CORPORATION

 

 

Astrotech Corporation (the “Corporation”), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that:

 

1.

The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to effect a reverse stock split at a ratio of 1-for-30, (ii) declaring such amendment to be advisable and in the best interest of the Corporation, and (iii) calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.

 

2.

Upon this Certificate of Amendment becoming effective, Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended by adding a new paragraph (d) as follows:

 

“(d). Effective at 12:01 a.m., Eastern Time, on December 5, 2022 (the “2022 Split Effective Time”), every thirty (30) shares of common stock issued and outstanding or held by the Corporation as treasury shares as of the 2022 Split Effective Time shall automatically, and without action on the part of the stockholders, convert and combine into one (1) validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share of common stock (the “2022 Reverse Split”). In the case of a holder of shares not evenly divisible by thirty (30), in lieu of a fractional share of common stock, such holder shall be entitled to receive a cash payment (without interest) equal to such fraction multiplied by the average of the closing sales prices of the Corporation’s common stock on the Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the 2022 Split Effective Time (with such average closing sales prices being adjusted to give effect to the 2022 Reverse Stock Split). As of the 2022 Split Effective Time and thereafter, a certificate(s) representing shares of common stock prior to the 2022 Reverse Split is deemed to represent the number of post-2022 Reverse Split shares into which the pre-2022 Reverse Split shares were converted.”

 

3.

This Certificate of Amendment has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware.

 

4.

This Certificate of Amendment has been duly approved by the holders of the requisite number of shares of capital stock of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware and the applicable provisions of the Certificate of Incorporation.

 

5.

This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on December 5, 2022.

 

[Remainder of Page Intentionally Left Blank]

 

 
 

 

Exhibit 3.1

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 18th day of November 2022.

 

 

ASTROTECH CORPORATION

  
       
 

By:

/s/ Jaime Hinojosa

  
   

Name: Jaime Hinojosa

  
   

Title: Chief Financial Officer

  

 

 

Exhibit 99.1

 

 

 

astrotech01.jpg

 

ASTROTECH ANNOUNCES REVERSE STOCK SPLIT

 

Austin, Texas, November 23, 2022 – Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”), a mass spectrometry company that launches, manages, and commercializes scalable companies based on its innovative core technology, today announced that it has filed a third amendment to its Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio of 1-for-30 (the “Charter Amendment”). The reverse stock split will become effective at 12:01 a.m. Eastern Time on December 5, 2022. Astrotech’s common stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market when the market opens on December 5, 2022, under the existing trading symbol “ASTC.” The reverse stock split is primarily intended to enable the Company to regain compliance with the $1.00 minimum bid price required for continued listing on The Nasdaq Capital Market. The new CUSIP number for the Company’s common stock following the reverse stock split will be 046484309.

 

At the annual meeting of stockholders held on November 15, 2022, Astrotech’s stockholders granted authority to the Board of Directors (the “Board”) to effect, in its discretion prior to December 31, 2022, a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-30, with such ratio to be determined by the Board, and approved a corresponding amendment to the Company’s Certificate of Incorporation, in substantially the same form as the Charter Amendment. Additional information regarding the reverse stock split approved by the Company’s stockholders can be found in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission on September 26, 2022.

 

The Charter Amendment provides that at the effective time of the reverse stock split, each 30 shares of the Company’s issued and outstanding common stock will be automatically combined into one validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share. The reverse stock split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants outstanding immediately prior to the effectiveness of the reverse stock split with a corresponding increase in exercise price per share. The reverse stock split will also trigger a proportionate adjustment to the number of shares of common stock issuable upon the conversion of our Series D convertible preferred stock, par value $0.001 per share.

 

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing trading price per share of the common stock as reported on The Nasdaq Capital Market during the regular trading hours for the five consecutive trading days immediately preceding the effective date of the reverse stock split (with such average closing sales prices being adjusted to give effect to the reverse stock split). Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company's transfer agent, American Stock Transfer & Trust Company, LLC at (877) 248-6417.

 

 
 

 

Exhibit 99.1

 

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. 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 effect that the reverse stock split may have on the price of our common stock; our ability to retain our listing on The Nasdaq Capital Market; 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