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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): May 13, 2020

 

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.)

 

 

201 West 5th Street, Suite 1275, Austin, Texas

 

78701

(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. ☐

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 13, 2020, Astrotech Corporation issued a press release announcing its results of operations for its third quarter of fiscal year 2020 ended March 31, 2020. 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 May 13, 2020, issued by Astrotech Corporation.

 

 

 

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/ Thomas B. Pickens III

 

 

 

Name:

Thomas B. Pickens III

 

Title:

Chairman of the Board and Chief

 

 

Executive Officer

 

 

Date: May 13, 2020

 

 

 

 

 

Exhibit 99.1

 

ASTROTECH REPORTS THIRD QUARTER OF FISCAL YEAR 2020

FINANCIAL RESULTS

 

Austin, Texas – May 13, 2020 – Astrotech Corporation (NASDAQ: ASTC) reported its financial results for the third quarter of fiscal year 2020, which ended March 31, 2020.

 

This quarter was pivotal for the Company, as we continued to generate interest for our new AgLAB-1000™ product that is being designed for process control and pesticide detection in the hemp and cannabis industries. In addition, our 1st Detect subsidiary continued its sales of the TRACER 1000™ explosives trace detector (ETD) to a global shipping and logistics company. Although the COVID-19 pandemic has caused some near-term uncertainty for the travel industry, global shipping has been less impacted and this is where we see continued demand for our product. Finally, we also launched a new company, BreathTech Corporation, to focus on the breath analysis market to potentially aid in the battle against COVID-19 and pneumonia.

“With both our hemp and cannabis product, the AgLAB-1000™, and our breath analysis product, the BreathTest-1000™, we believe we will be offering highly differentiated solutions compared to other currently available options,” stated Thomas B. Pickens, Chairman and Chief Executive Officer of Astrotech Corporation. “Regarding the BreathTest-1000, many current COVID-19 tests require either a saliva or blood sample to be sent to a laboratory for testing, which can take days to get the results, or require a long swab to be inserted deep into the nasal cavity, which is uncomfortable and not practical for every day testing. We are hopeful that, once fully developed and approved, this could help make available regular mass testing for factories, cruise lines, air travel, sports, or other domains where people congregate in crowded spaces.”

No assurances can be given that we will be able to successfully develop the BreathTest-1000 or the AgLAB-1000. The governmental approval process could be lengthy, time consuming and is inherently unpredictable, and we cannot guarantee that these products will ever be approved for sale and marketing.

 

During the third quarter, the Company raised approximately $5.5 million in equity offerings and borrowings as it looks to expand into the agriculture and breath analysis markets.

Third Quarter Fiscal Year 2020 Financial Highlights

Management continues efforts to optimize our resources while reducing cost and adding financial flexibility.

•

The Company continued its commercial sales of the TRACER 1000, leading to revenue of $118 thousand for the third quarter of fiscal 2020. Additional purchase orders have already been received.

•

Monthly cash outlay for this fiscal year has been reduced to approximately $550 thousand, a 24.4% reduction from our cash outlay through the first nine months of fiscal year 2019, which is partially driven by our directors and officers foregoing compensation.

•

In February 2020, Astrotech secured a loan of $1.0 million from its Chairman and CEO pursuant to a secured promissory note.

•

The Company completed two registered direct offerings of its common stock at the end of the fiscal quarter, raising total net proceeds of approximately $4.5 million.


About Astrotech

 

Astrotech (NASDAQ: ASTC) is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value.  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.

 

About AgLAB-1000™ and BreathTest-1000™

This press release contains information about our new products under development, AgLAB-1000 and BreathTest-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 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, and whether the market will accept our products and services, as well as other risk factors and business considerations described in the Company’s Securities and Exchange Commission filings including the annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. 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 update these forward-looking statements.

 

Company Contact: Eric Stober, Chief Financial Officer, Astrotech Corporation, (512) 485-9530

Tables follow


 

 

ASTROTECH CORPORATION

Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

March 31,

 

 

Nine Months Ended

March 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue

 

$

118

 

 

 

—

 

 

$

324

 

 

$

40

 

Cost of revenue

 

 

111

 

 

 

—

 

 

 

307

 

 

 

11

 

Gross profit

 

 

7

 

 

 

—

 

 

 

17

 

 

 

29

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

1,193

 

 

 

1,238

 

 

 

3,505

 

 

 

3,667

 

Research and development

 

 

814

 

 

 

1,026

 

 

 

2,608

 

 

 

3,027

 

Total operating expenses

 

 

2,007

 

 

 

2,264

 

 

 

6,113

 

 

 

6,694

 

Loss from operations

 

 

(2,000

)

 

 

(2,264

)

 

 

(6,096

)

 

 

(6,665

)

Interest and other expense, net

 

 

(68

)

 

 

12

 

 

 

(123

)

 

 

15

 

Loss from operations before income taxes

 

 

(2,068

)

 

 

(2,252

)

 

 

(6,219

)

 

 

(6,650

)

Income tax benefit

 

 

—

 

 

 

858

 

 

 

—

 

 

 

858

 

Net loss

 

$

(2,068

)

 

$

(1,394

)

 

$

(6,219

)

 

$

(5,792

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

6,107

 

 

 

5,467

 

 

 

5,934

 

 

 

4,734

 

Basic and diluted net loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(0.34

)

 

$

(0.25

)

 

$

(1.05

)

 

$

(1.22

)

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(2,068

)

 

$

(1,394

)

 

$

(6,219

)

 

$

(5,792

)

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for realized loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

31

 

Total comprehensive loss

 

$

(2,068

)

 

$

(1,394

)

 

$

(6,219

)

 

$

(5,761

)


ASTROTECH CORPORATION

Consolidated Balance Sheets

(In thousands, except share and per share data)

 

 

March 31,

2020

 

 

June 30,

2019

 

 

 

(Unaudited)

 

 

(Note)

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,660

 

 

$

1,588

 

Restricted cash

 

 

122

 

 

 

—

 

Accounts receivable, net of allowance of $0

 

 

85

 

 

 

3

 

Inventory:

 

 

 

 

 

 

 

 

Raw materials

 

 

374

 

 

 

150

 

Work-in-process

 

 

155

 

 

 

181

 

Finished goods

 

 

64

 

 

 

—

 

Income tax receivable

 

 

429

 

 

 

429

 

Prepaid expenses and other current assets

 

 

239

 

 

 

371

 

Total current assets

 

 

6,128

 

 

 

2,722

 

Property and equipment, net

 

 

371

 

 

 

469

 

Operating leases, right-of-use assets, net

 

 

937

 

 

 

—

 

Long-term tax receivable

 

 

—

 

 

 

429

 

Other assets

 

 

72

 

 

 

72

 

Total assets

 

$

7,508

 

 

$

3,692

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

188

 

 

 

160

 

Payroll related accruals

 

 

412

 

 

 

319

 

Accrued expenses and other liabilities

 

 

718

 

 

 

357

 

Income tax payable

 

 

2

 

 

 

2

 

Term note payable - related party

 

 

2,500

 

 

 

—

 

Lease liabilities, current

 

 

326

 

 

 

—

 

Total current liabilities

 

 

4,146

 

 

 

838

 

Lease liabilities, non-current

 

 

711

 

 

 

—

 

Other liabilities

 

 

—

 

 

 

146

 

Total liabilities

 

 

4,857

 

 

 

984

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series C and 280,898 shares of Series D issued and outstanding at March 31, 2020 and June 30, 2019, respectively

 

 

—

 

 

 

—

 

Common stock, $0.001 par value, 15,000,000 shares authorized; 7,975,388 and 6,184,698 shares issued at March 31, 2020 and June 30, 2019, respectively; 7,575,742 and 5,775,171 shares outstanding at March 31, 2020 and June 30, 2019, respectively

 

 

190,599

 

 

 

190,571

 

Treasury stock, 399,916 shares at cost at March 31, 2020 and June 30, 2019, respectively

 

 

(4,129

)

 

 

(4,129

)

Additional paid-in capital

 

 

13,868

 

 

 

7,964

 

Accumulated deficit

 

 

(197,687

)

 

 

(191,698

)

Total stockholders’ equity

 

 

2,651

 

 

 

2,708

 

Total liabilities and stockholders’ equity

 

$

7,508

 

 

$

3,692