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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 12, 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.)

 

 

2028 E. Ben White Blvd., Suite 240-9530, Austin, Texas

 

78741

(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 November 12, 2020, Astrotech Corporation issued a press release announcing its results of operations for its first quarter of fiscal year 2021 ended September 30, 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 November 12, 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: November 13, 2020

 

 

 

 

 

Exhibit 99.1

 

ASTROTECH REPORTS FIRST QUARTER OF FISCAL YEAR 2021

FINANCIAL RESULTS

 

Austin, Texas – November 12, 2020 – Astrotech Corporation (NASDAQ: ASTC) reported its financial results for the first quarter of fiscal year 2021, which ended September 30, 2020.

 

In October, we completed two strategic capital raises for a total of $24.2 million, strengthening our balance sheet for our future growth. The financings allow for continued operating expenses and working capital as we increase sales of our TRACER 1000™ explosives trace detector (ETD) to DHL (Deutsche Post AG) and other customers in the security market, launch the AgLAB-1000-D2™ into the hemp and cannabis industry, and develop, in partnership with Cleveland Clinic, the BreathTest-1000™ to screen for volatile organic compound (VOC) metabolites found in a person’s breath that could indicate they may have an infection, including Coronavirus Disease 2019 (“COVID-19”) or the resulting disease, pneumonia.

In September, we announced the completion of non-detection testing with the US Transportation Security Administration (TSA), an important milestone that positions us well for detection testing, which is the final phase of TSA’s Air Cargo Screening Technology Qualification Test (ACSQT). Once detection testing is completed successfully, we understand that the TRACER 1000™ will be listed on the Air Cargo Screening Technology List (ACSTL) as an “approved” device and thereby approved for cargo sales in the United States. We also announced that we surpassed $1 million in purchase orders of our TRACER 1000 with an additional $1 million in future service and support commitments as we look to continue to gain market share in the domestic and international ETD markets.

“We are excited to have passed the $1 million milestone for our TRACER 1000 in October. We believe we offer the most advanced ETD on the market and we are excited to be nearing completion of detection testing with the TSA,” stated Thomas B. Pickens III, Chairman and Chief Executive Officer of Astrotech Corporation. “We are also thrilled to have entered into a partnership between BreathTech and Cleveland Clinic, one of the world’s leading breath analysis institutions. Dr. Dweik and his colleagues at Cleveland Clinic have successfully led many clinical trials applying mass spectrometry to identify unique metabolites using breath samples. We believe that our technology has the potential to play an important role in providing a quick, non-invasive, easy-to-use screening device that can be utilized in numerous locations including hospitals, nursing homes, schools, and airports as we look to get all of our lives back to normal again.”

First Quarter Fiscal Year 2021 Financial Highlights

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

•

Commercial sales of the TRACER 1000 continued, leading to revenue of $140 thousand for the first quarter of fiscal 2021. Additional purchase orders have already been received.

•

SG&A expenses decreased $276 thousand, or 23.0%, and R&D expenses decreased $246 thousand, or 28.8%.

•

Monthly cash outlay for this fiscal year has been reduced to approximately $493 thousand, a 19.1% reduction from our cash outlay through the first three months of fiscal year 2020.

•

The Company terminated its corporate office lease in Austin, Texas, resulting in net cash savings of approximately $870 thousand over the next three years.


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

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

(Unaudited)

 

 

Three Months Ended

September 30,

 

 

 

2020

 

 

2019

 

Revenue

 

$

140

 

 

$

1

 

Cost of revenue

 

 

113

 

 

 

—

 

Gross profit

 

 

27

 

 

 

1

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

926

 

 

 

1,202

 

Research and development

 

 

609

 

 

 

855

 

Disposal of corporate lease

 

 

544

 

 

 

—

 

Total operating expenses

 

 

2,079

 

 

 

2,057

 

Loss from operations

 

 

(2,052

)

 

 

(2,056

)

Interest and other expense, net

 

 

(59

)

 

 

(12

)

Loss from operations before income taxes

 

 

(2,111

)

 

 

(2,068

)

Income tax benefit

 

 

—

 

 

 

—

 

Net loss

 

$

(2,111

)

 

$

(2,068

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

7,719

 

 

 

5,591

 

Basic and diluted net loss per common share:

 

 

 

 

 

 

 

 

Net loss

 

$

(0.27

)

 

$

(0.37

)

Total comprehensive loss

 

$

(2,111

)

 

$

(2,068

)

 


ASTROTECH CORPORATION

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

 

 

September 30,

2020

 

 

June 30,

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,853

 

 

$

3,349

 

Accounts receivable

 

 

52

 

 

 

101

 

Inventory:

 

 

 

 

 

 

 

 

Raw materials

 

 

114

 

 

 

416

 

Work-in-process

 

 

337

 

 

 

38

 

Finished goods

 

 

161

 

 

 

222

 

Income tax receivable

 

 

—

 

 

 

429

 

Prepaid expenses and other current assets

 

 

283

 

 

 

117

 

Total current assets

 

 

2,800

 

 

 

4,672

 

Property and equipment, net

 

 

100

 

 

 

99

 

Assets held for disposal

 

 

—

 

 

 

237

 

Operating leases, right-of-use assets, net

 

 

287

 

 

 

851

 

Other assets

 

 

—

 

 

 

71

 

Total assets

 

$

3,187

 

 

$

5,930

 

Liabilities and stockholders’ equity (deficit)

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

75

 

 

 

239

 

Payroll related accruals

 

 

473

 

 

 

433

 

Accrued expenses and other liabilities

 

 

676

 

 

 

627

 

Income tax payable

 

 

2

 

 

 

2

 

Term note payable - related party

 

 

2,500

 

 

 

2,500

 

Term note payable

 

 

330

 

 

 

210

 

Lease liabilities

 

 

198

 

 

 

339

 

Total current liabilities

 

 

4,254

 

 

 

4,350

 

Term note payable, net of current portion

 

 

211

 

 

 

332

 

Lease liabilities, net of current portion

 

 

166

 

 

 

623

 

Other liabilities

 

 

—

 

 

 

—

 

Total liabilities

 

 

4,631

 

 

 

5,305

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit)

 

 

 

 

 

 

 

 

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

 

 

—

 

 

 

—

 

Common stock, $0.001 par value, 50,000,000 shares authorized; 8,243,686 and 8,250,286 shares issued at September 30, 2020 and June 30, 2020, respectively; 7,843,770 and 7,850,362 shares outstanding at September 30, 2020 and June 30, 2020, respectively

 

 

190,599

 

 

 

190,599

 

Treasury stock, 399,916 shares at cost at September 30, 2020 and June 30, 2020

 

 

(4,129

)

 

 

(4,129

)

Additional paid-in capital

 

 

13,976

 

 

 

13,934

 

Accumulated deficit

 

 

(201,890

)

 

 

(199,779

)

Total stockholders’ equity (deficit)

 

 

(1,444

)

 

 

625

 

Total liabilities and stockholders’ equity (deficit)

 

$

3,187

 

 

$

5,930