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): October 7, 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))

 

 

 

 

 


 

 

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange

Common Stock

ASTC

on which registered

$0.001 per share

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 7, 2021, Astrotech Corporation (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to increase the authorized number of shares of the Company’s common stock from 50,000,000 shares to 250,000,000 shares. A copy of the Charter Amendment is attached hereto as Exhibit 3.1. The Delaware Court of Chancery on October 6, 2021 ratified and confirmed the amendment to the Company’s Certificate of Incorporation filed on July 1, 2020 with the Delaware Secretary of State, which was a precondition to the filing of the Charter Amendment.

 

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: October 11, 2021

 

Exhibit 3.1

 

 

 

 

 

 

 

 

CERTIFICATE OF AMENDMENT

to

CERTIFICATE OF INCORPORATION

of

ASTROTECH CORPORATION

State of Delaware Secretary of State Division of Corporations

Delivered 09:03 AM 10/07/2021 FILED 09:03AM 10/07/2021

SR 20213450179 - File Number 6675607

 

ASTROTECH CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows:

 

FIRST: The name of the Corporation is Astrotech Corporation. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the "Secretary of State") on December 22, 2017 (the "Certificate of Incorporation").

 

SECOND: the first sentence of Article FOURTH of the Certificate of Incorporation shall be amended and restated in its entirety to read as follows:

 

The total number of shares of capital stock that the Corporation shall have authority to issue is 252,500,000 shares, consisting of 250,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and 2,500,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock").

 

THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 6th day of October 2021.

 

 

 

Astrotech Corporation

 

Isl Thomas B. Pickens III

 

By:

Thomas B. Pickens III Chief Executive Officer