astc20251216_8k.htm
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): December 12, 2025
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.) | ||
| 1817 W. Braker Lane, Suite 400, 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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on December 21, 2022, Astrotech Corporation, a Delaware corporation (the “Company”), entered into a Rights Agreement (the “Rights Agreement”) with Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability company, as rights agent (the “Rights Agent”), as amended by that certain Amendment No. 1, entered into by and between the Company and the Rights Agent on December 18, 2023, and further amended by that certain Amendment No. 2, entered into by and between the Company and the Rights Agent on December 12, 2024.
On December 12, 2025, the Company entered into Amendment No. 3 to the Rights Agreement with the Rights Agent (the “Amendment”), which amends the Rights Agreement. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on December 20, 2026, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Agreement (the “Rights”) are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Agreement. All other terms and conditions of the Rights Agreement remain unchanged.
The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Amendment. The descriptions of the Rights Agreement, the previous amendments and the Amendment are qualified in their entirety by reference to the full text of the Rights Agreement, the previous amendments and the Amendment, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 respectively, and each of which is incorporated herein by reference.
Item 3.03. Material Modifications of Rights of Security Holders.
The information set forth under the caption “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 12, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), pursuant to notice duly given, at 1817 West Braker Lane, Suite 400, Austin Texas 78758. Of the 1,769,269 shares of Company’s common stock, $0.001 par value per share (“Common Stock”), entitled to vote at the Annual Meeting, 969,211 shares were present in person or by proxy. The matters voted upon at the Annual Meeting and the results of such voting are set forth below:
Proposal 1 - Election of Directors
By the votes reflected below, our stockholders elected the following individuals to serve as directors to serve for the respective terms prescribed by the Company’s bylaws:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Thomas B. Pickens III | 290,435 | 206,277 | N/A | |||
| Tom Wilkinson | 267,997 | 228,715 | N/A | |||
| Bob McFarland | 279,950 | 216,762 | N/A | |||
| Eric Stober | 293,634 | 203,078 | N/A | |||
| Charles Winn | 292,049 | 204,663 | N/A | |||
| John Halinski | 294,672 | 202,040 | N/A |
Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm
By the votes reflected below, our stockholders ratified the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026:
| Votes For | Votes Against | Votes Withheld | Broker Non-Votes | |||
| 935,627 | 20,631 | 12,952 | 451,868 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 4.1 | ||
| 4.2 | ||
| 4.3 | ||
| 4.4* | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith
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 | ||
| December 17, 2025 | By: | /s/ Thomas B. Pickens III |
| Thomas B. Pickens III | ||
| Chief Executive Officer, Chief Technology Officer and Chairman of the Board | ||