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): September 3, 2021

 

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))

 

 

 

 

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 1.01. Entry into a Material Definitive Agreement.

 

On September 3, 2021, Astrotech Corporation (the “Company”) entered into (1) the Omnibus Amendment to the Secured Promissory Notes (the “Amended Notes”) with Thomas B. Pickens III (“Mr. Pickens”), in connection with the Company’s Secured Promissory Note, dated September 5, 2019 (the “2019 Note”), in the original aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) and the Company’s Secured Promissory Note, dated February 13, 2020, in the original aggregate principal amount of One Million Dollars ($1,000,000) (the “2020 Note” and, collectively with the 2019 Note, the “Original Notes”) and (2) the Omnibus Amendment to the Security Agreements (the “Amended Security Agreements”, and together with the Amended Notes, the “Amendments”) with certain subsidiaries of the Company signatory thereto and the holder of the Original Notes, in connection with the Security Agreements between the Company, certain subsidiaries of the Company signatory thereto and the holder of the Original Notes, dated as of September 5, 2019 and February 13, 2020, respectively (the “Original Security Agreements”).

 

Pursuant to the Original Notes and the Original Security Agreements, as amended by that certain Omnibus Amendment to the Secured Promissory Notes between Mr. Pickens and the Company dated August 24, 2020, and that certain Omnibus Amendment to the Security Agreements among the Company, certain of its subsidiaries and Mr. Pickens and dated August 24, 2020, respectively, the principal amount and accrued interest on the Original Notes were due and payable on September 5, 2021. Pursuant to the Amendments, (a) the principal amount and accrued interest on the 2020 Note was paid in full and the 2020 Note was cancelled, and (b) $1,000,000 of the principal amount and all accrued interest on the 2019 Note was paid and the maturity date on the remaining balance of the 2019 Note was extended to September 5, 2022 (the “Maturity Date”).

 

In addition, the Subsidiaries (as defined in the Subsidiary Guarantee) jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the remaining balance on the 2019 Note pursuant to subsidiary guarantees, dated September 5, 2019 and February 13, 2020, respectively, as amended by the Omnibus Amendments to Subsidiary Guarantees, dated August 24, 2020 and September 3, 2021, respectively (the Omnibus Amendment to Subsidiary Guarantees dated September 3, 2021, the “Amended Subsidiary Guarantee”). The Subsidiary Guaranty with respect to the 2020 Note was also cancelled by the Amended Subsidiary Guarantee due to the 2020 Note being repaid in full.

 

The transaction contemplated above was approved by the Company’s board of directors and its audit committee. Each of the Amended Notes, Amended Security Agreements and Amended Subsidiary Guarantees were approved by all of the disinterested directors of each of the Subsidiaries. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Amended Notes, the Amended Security Agreements and the Amended Subsidiary Guarantee, which are filed as Exhibits 4.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The issuance of the Original Notes was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.

 


 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

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/ Eric Stober

 

 

 

Name:

Eric Stober

 

Title:

Chief Financial Officer

 

 

 

 

 

Date: September 8, 2021

 

Exhibit 4.1

OMNIBUS AMENDMENT TO SECURED PROMISSORY NOTES

 

This Omnibus Amendment to Secured Promissory Notes (this “Amendment” or “Agreement”) is entered into as of September 3, 2021 by and between Astrotech Corporation, a Delaware corporation (“Maker”) and Thomas B. Pickens III (“Lender”), with reference to (1) that certain Secured Promissory Note, dated September 5, 2019, in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) made by Maker in favor of Lender (as amended, the “2019 Note”) and (2) that certain Secured Promissory Note, dated February 13, 2020, in the amount of One Million Dollars ($1,000,000.00) made by Maker in favor of Lender (as amended, the “2020 Note,” and, together with the 2019 Note, the “Notes”).  Undefined terms herein have the same definitions set forth in the Notes.

 

By this Amendment, Maker and Lender have agreed to amend the Notes on the following terms:

 

1.

Payoff and New Maturity Date.  As of the date hereof, (a) the 2020 Note is being paid off in full, including all accrued and unpaid interest to date, and (b) $1,000,000 of the $1,500,000 principal balance of, together with all accrued, and unpaid interest to date on, the 2019 Note is being paid, leaving the 2019 Note with a principal balance of $500,000 with no accrued and unpaid interest on the date hereof. The Maturity Date of the 2019 Note is hereby extended, such that the Maturity Date shall now be September 5, 2022, or any earlier date on which the unpaid principal balance of the 2019 Note becomes due and payable by acceleration or otherwise. All remaining principal amounts under the 2019 Note, together with accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable on the Maturity Date.

2.

Notes Remain Secured.  The 2019 Note shall continue to remain secured by the Security Agreement, dated September 5, 2019, by and between Maker, the subsidiaries of Maker and the Secured Party (as defined therein), as amended. Except for the terms and provisions of this Amendment, which shall control over any inconsistent provisions in the 2019 Note, the 2019 Note shall remain in full force and effect, and the 2020 Note is hereby cancelled and is void and without further force and effect.

3.

Effect; Continuing Validity.  The 2019 Note is amended to the extent necessary to give effect to this Agreement, and the terms of this Agreement shall supersede any contrary terms in the Loan Documents.  Each reference to the “Note” in the 2019 Note shall be deemed to refer to the 2019 Note as modified by this Agreement. Except as specifically set forth herein, the terms and conditions of the 2019 Note shall remain unmodified and are hereby ratified by the parties. Maker acknowledges and agrees that, except as otherwise expressly provided in this Agreement, all terms, conditions and provisions of the 2019 Note shall continue in full force and effect, and remain unaffected and unchanged. This Agreement in no way acts as a release, partial release, termination or relinquishment of, and in no way affects, the liens, security interests and rights created by or arising under the 2019 Note, or the priority thereof. Such liens, security interests and rights are hereby ratified, confirmed, renewed and extended in all respects. The 2019 Note, any other security for payment of the 2019 Note, and all rights, remedies, titles, liens and equities securing the 2019 Note as hereby modified and the indebtedness represented thereby are

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Exhibit 4.1

hereby recognized, renewed, extended and continued in full force and effect for the benefit of the holder of the 2019 Note and the indebtedness evidenced thereby.

4.

Not a Novation. This Agreement is a modification only and not a novation.  This Agreement is to be considered attached to the 2019 Note, and made a part thereof.  This Agreement shall not release or affect the liability of any guarantor, surety or endorser of the 2019 Note, or release any owner of collateral securing the 2019 Note. The validity, priority and enforceability of the 2019 Note shall not be impaired hereby.

5.

This Agreement One of the Loan Documents.  From and after the date hereof, this Agreement is and shall be deemed a part of the 2019 Note.  An event of default under this Agreement shall constitute an event of default under the 2019 Note.

6.

Guarantors. In order for this Agreement to become effective, all parties who have guaranteed the loan or performance under the 2019 Note or have pledged assets, including cash accounts or real property, as additional security for the loan (such parties, whether one or more, being referred to collectively as “Guarantors”), shall execute the Acknowledgment, Consent and Affirmation appended to this Agreement and release any and all claims that they may have, known or unknown and however arising, against Lender.

7.

Counterparts. This Agreement may be executed in counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or electronically shall be equally as effective as delivery of a manually executed counterpart of this Agreement.

8.

In consideration of the agreements contained herein, Maker hereby fully and completely releases Lender, and his successor, heir and assigns from all claims of any kind or character, known or unknown, and however arising.

 

[Signature pages follow]


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Exhibit 4.1

 

IN WITNESS WHEREOF, Maker and Lender have executed this Omnibus Amendment to Promissory Notes as of the date first written above.

 

LENDER

MAKER

 

ASTROTECH CORPORATION

/s/ Thomas B. Pickens III
Thomas B. Pickens III

By: /s/ Eric Stober
Eric Stober
Chief Financial Officer

 


 

 

[SIGNATURE PAGE TO AMENDMENT TO SECURED PROMISSORY NOTE]

 

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Exhibit 10.1

ACKNOWLEDGMENT, CONSENT AND AFFIRMATION OF GUARANTORS

The undersigned Guarantors hereby (i) acknowledge and consent to the terms and conditions of the Omnibus Amendment to Promissory Notes (the “Agreement”) to which this Acknowledgment, Consent and Affirmation is attached, (ii) affirm their obligations under their respective guaranty, pledge, and/or indemnity in favor of the Lender and/or under any agreement under which any of the Guarantors has granted to the Lender a lien or security interest in any of its real or personal property, (iii) acknowledge and consent to the Agreement and agree to be bound by and hereby join in the agreement set forth in Paragraph 6 of the Agreement, which is hereby incorporated by this reference as though fully set forth herein, and agree that each of the Guarantors are be releasing parties thereunder, and (iv) confirm that such guaranty and other agreements, including but not limited to any jury trial waivers and judicial reference provisions contained in the Loan Documents, remain in full force and effect, without defense, offset, or counterclaim notwithstanding the terms and conditions of the Agreement.  Capitalized terms used herein shall have the meanings specified in the Agreement.

Although each of the undersigned has been informed of the terms of the Agreement, each understands and agrees that the Lender has no duty to so notify the undersigned or any other guarantor/pledgor/indemnitor or to seek this or any future acknowledgment, consent or affirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.

 

Dated as of September 3, 2021

 

GUARANTORS:

 

1st DETECT CORPORATION

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 

ASTROTECH TECHNOLOGIES, INC.

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 


 

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Exhibit 10.2

OMNIBUS AMENDMENT TO SECURITY AGREEMENTS

This Omnibus Amendment to Security Agreements (this “Amendment”) is made effective as of September 3, 2021 (the “Amendment Effective Date”), by and among Astrotech Corporation, a Delaware corporation (the “Company”), certain Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holder of (1) the Company’s Secured Promissory Note, dated September 5, 2019, in the original aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) (as amended, the “2019 Note”) and (2) the Company’s Secured Promissory Note, dated February 13, 2020, in the original aggregate principal amount of One Million Dollars ($1,000,000.00) (as amended, the “2020 Note” and, collectively, the “Notes”), signatory hereto, his endorsee(s), transferee(s) and assign(s) (the “Secured Party”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in (1) that certain Security Agreement, by and among the parties, dated as of September 5, 2019 (as amended, the “2019 Security Agreement”) and (2) that certain Security Agreement, by and among the parties, dated as of February 13, 2020 (as amended, the “2020 Security Agreement,” and, together with the 2019 Security Agreement, the “Security Agreements”).

RECITALS

WHEREAS, the Maturity Date (as defined in the Notes) of the Notes was September 5, 2021.

WHEREAS, the parties entered into that certain Omnibus Amendment to Secured Promissory Notes, dated September 3, 2021, pursuant to which the Maturity Date of the 2019 Note was extended to September 5, 2022 and the 2020 Note, together with all accrued and unpaid interest thereon, was repaid in full and cancelled.

WHEREAS, the parties desire to amend the Security Agreements to reflect the extension of the Maturity Date.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.

2019 Security Agreement Amendment.   From and after the effective date of this Amendment and notwithstanding any provision in the 2019 Security Agreement to the contrary, the parties irrevocably agree that the defined term “Note” in the 2019 Security Agreement shall mean “the secured promissory note issued by the Company, dated September 5, 2019,  in the original aggregate principal amount of $1,500,000, as amended by (a) that certain Omnibus Amendment to Secured Promissory Notes dated as of September 5, 2020, and as hereinafter amended from time to time and (b) that certain Omnibus Amendment to Secured Promissory Notes dated as of September 3, 2021, and as hereinafter amended from time to time.” The 2020 Security Agreement is hereby cancelled and is without further force and effect

 

1

 

 

 

2.

Miscellaneous. Except as expressly modified by this Amendment, all terms, conditions and provisions of the Security Agreements shall continue in full force and effect as set forth therein. Each party represents and warrants to the other parties that this Amendment has been duly authorized, executed and delivered by it and constitutes a valid and legally binding agreement with respect to the subject matter contained herein. Each party agrees that the Security Agreements, as amended by this Amendment, constitute the complete and exclusive statement of the agreement among the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signature pages follow]

 

 

2

 

Exhibit 10.2

 

The parties have executed this Omnibus Amendment to Security Agreements as of the date first written above.

 

ASTROTECH CORPORATION

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 

 

1st DETECT CORPORATION

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 

 

ASTROTECH TECHNOLOGIES, INC.

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 

 

[SIGNATURE PAGE TO AMENDMENT TO SECURITY AGREEMENT]

 

Exhibit 10.3

OMNIBUS AMENDMENT TO SUBSIDIARY GUARANTEES

This Omnibus Amendment to Subsidiary Guarantees (this “Amendment”) is made effective as of September 3, 2021 (the “Amendment Effective Date”), by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the holder of (1) the Secured Promissory Note issued by Astrotech Corporation, a Delaware corporation (the “Company”), dated September 5, 2019, in the original aggregate principal amount of $1,500,000 (as amended, the “2019 Note”) and (2) the Secured Promissory Note issued by the Company, dated February 13, 2020, in the original aggregate principal amount of One Million Dollars ($1,000,000.00) (as amended, the “2020 Note,” and, together with the 2019 Note, the “Notes”) (together with his permitted assigns, the “Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in (1) that certain Subsidiary Guarantee by and among the parties dated as of September 5, 2019 (as amended, the “2019 Guarantee”) and (2) that certain Subsidiary Guarantee, by and among the parties, dated as of February 13, 2020 (as amended, the “2020 Guarantee,” and, together with the 2019 Guarantee, the “Guarantees”).

RECITALS

WHEREAS, the Maturity Date (as defined in the Notes) of the Notes was September 5, 2020.

WHEREAS, the parties entered into that certain Omnibus Amendment to Secured Promissory Notes, dated as of September 5, 2020, pursuant to which the Maturity Date of the 2019 Note was extended to September 5, 2022 and the principal balance and all accrued and unpaid interest under the 2020 Note was paid in full and cancelled.

WHEREAS, the parties desire to amend the Guarantees to reflect the extension of the Maturity Date.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.

2019 Guarantee Amendment.   From and after the effective date of this Amendment and notwithstanding any provision in the Guarantee to the contrary, the parties irrevocably agree that the defined term “Note” shall mean “the secured promissory note issued by the Company, dated September 5, 2019, in the original aggregate principal amount of $1,500,000, as amended by (a) that certain Omnibus Amendment to Secured Promissory Notes, dated as of September 5, 2020, and as hereinafter amended from time to time and (b) that certain Omnibus Amendment to Secured Promissory Notes, dated as of September 3, 2021, and as hereinafter amended from time to time.” The 2020 Guarantee has been terminated as a result of the payment of the  September 5, 2020 promissory note.

2.

Miscellaneous. Except as expressly modified by this Amendment, all terms, conditions and provisions of the Guarantees shall continue in full force and effect as set forth therein. Each

1

 

 

party represents and warrants to the other parties that this Amendment has been duly authorized, executed and delivered by it and constitutes a valid and legally binding agreement with respect to the subject matter contained herein. Each party agrees that the Guarantees, as amended by this Amendment, constitute the complete and exclusive statement of the agreement among the parties, and supersedes all prior proposals and understandings, oral and written, relating to the subject matter contained herein. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signature pages follow]

 

 

2

 

 

 

The parties have executed this Omnibus Amendment to Subsidiary Guarantees as of the date first written above.


                      

1st DETECT CORPORATION

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 

ASTROTECH TECHNOLOGIES, INC.

 

 

By: /s/ Eric Stober

     Name: Eric Stober

     Title: Chief Financial Officer

 

 

[SIGNATURE PAGE TO AMENDMENT TO SUBSIDIARY GUARANTEE]

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