8-K

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 13, 2017

Astrotech Corporation

(Exact name of registrant as specified in its charter)

Washington	001-34426	91-1273737
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 West 5th Street, Suite 1275, Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (512) 485-9530

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 13, 2017, Astrotech Corporation (the "Company") filed Articles of Amendment (the "Articles of Amendment") to the Company's Restated Articles of Incorporation, as amended (the "Articles of Incorporation") with the Secretary of State of the State of Washington to effect a 1-for-5 reverse stock split of all outstanding shares of common stock of the Company, no par value per share ("Common Stock"), and a proportional reduction in the number of our authorized shares of Common Stock, effective as of 6:30 A.M. EDT on October 16, 2017. The filing of the Articles of Amendment was made pursuant to the authorization provided by the board of directors on October 12, 2017.

As a result of the reverse stock split, each five (5) shares of outstanding common stock will be combined into one (1) new share, with no change in the par value per share. The number of authorized shares of Common Stock will also be reduced from 75 million to 15 million shares. The number of outstanding shares of Common Stock will be reduced from approximately 22.5 million shares to approximately 4.5 million shares. Proportional adjustments also will be made to the exercise prices of the Company's outstanding stock options, and to the number of shares issued and issuable under the Company's stock incentive plans. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of the Common Stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Company's Common Stock on the NASDAQ Capital Market on October 13, 2017.

The Company's trading symbol of "ASTC" will not change as a result of the reverse stock split. The Common Stock will trade under a new CUSIP number (046484200) effective as of October 16, 2017.

The Articles of Amendment are filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Items.

On October 13, 2017, the Company issued a press release announcing the reverse stock split. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1	Articles of Amendment to the Restated Articles of Incorporation, as amended, of Astrotech Corporation.
99.1	Press release, dated October 13, 2017, 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: October 13, 2017

EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or Electronic (E)
3.1	Articles of Amendment to the Restated Articles of Incorporation, as amended, of Astrotech Corporation.	E
99.1	Press release, dated October 13, 2017, issued by Astrotech Corporation.	E

EX-3.1

Exhibit 3.1

Articles of Amendment

of

Astrotech Corporation

Pursuant to RCW 23B.10.060, the following Articles of Amendment are executed by the undersigned, a Washington corporation:

1.    The name of the corporation is Astrotech Corporation.

2.    The first sentence of Article FOURTH of the Restated Articles of Incorporation, as amended, of the corporation, is hereby deleted in its entirety and replaced with the following:

"FOURTH: Effective on October 16, 2017, at 6:30 a.m., eastern standard time (the "Effective Time"), every 5 outstanding shares of this corporation's Common Stock shall be combined and reclassified into one share of Common Stock of this corporation, thereby giving effect to a one-for-five reverse stock split of this corporation's Common Stock (the "Reverse Split"). No fractional shares of Common Stock shall be issued in the Reverse Split; instead, shareholders who would otherwise be entitled to fractional shares will receive a cash payment in lieu of such fraction. After giving effect to the Reverse Split, the total number of shares of capital stock that the corporation shall have authority to issue is 15,000,000 shares of common stock, no par value per share (the “Common Stock”) and 2,500,000 shares of preferred stock, no par value per share (the “Preferred Stock”)."

3.    The amendment effects a one-for-five reverse stock split of the corporation's outstanding Common Stock (the "Reverse Split"). No fractional shares of Common Stock shall be issued in the Reverse Split. Whether fractional shares would have been issuable (but for the preceding sentence) upon the Reverse Split shall be determined based on the total number of shares of Common Stock held by each shareholder immediately following the Reverse Split (after aggregating any fractional shares resulting from the Reverse Split of each such shareholder's Common Stock). In lieu of issuing fractional shares resulting from the Reverse Split, the corporation shall pay cash in an amount equal to the fair value of each such fractional share, such fair value to be calculated by multiplying (a) the fraction to which the shareholder would otherwise be entitled by (b) the per share closing sales price of the Common Stock on the trading day immediately preceding the effective date of the Reverse Split (on a post-split basis), as reported on the Nasdaq Capital Market (or if such price is not available, the average of the last bid and asked prices of the Common Stock on such day (on a post-split basis) or such other price determined by the corporation's Board of Directors). The Reverse Split shall occur automatically without any further action by the holders of the shares affected thereby and whether or not the certificates representing such shares, if in certificated form, are surrendered to this corporation or its transfer agent. With respect to outstanding shares of Common Stock represented by stock certificates, the corporation shall not be obligated to issue certificates evidencing such shares of Common Stock and cash in lieu of fractional shares resulting from the Reverse Split unless the certificates evidencing such shares of Common Stock are either delivered to the corporation's transfer agent or the shareholder notifies the transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the corporation to indemnify the corporation from any loss incurred by it in connection with such certificates.

4.    The amendment was adopted by the Board of Directors on October 12, 2017. Shareholder action was not required pursuant to RCW 23B.10.020(4)(b).

5.    These Articles of Amendment shall be effective at 8:00 P.M., eastern standard time, on October 13, 2017.

These Articles of Amendment are executed by said corporation by its duly authorized officer.

Exhibit 3.1

DATED: October 13, 2017

ASTROTECH CORPORATION

By:
Name:	Eric Stober
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Astrotech Corporation 201 West 5th Street, Suite 1275 Austin, Texas 78701 o: 512.485.9530 | f: 512.485.9531 www.astrotechcorp.com

ASTROTECH Announces 1-for-5 Reverse Stock Split

Austin, Texas - October 13, 2017 - Astrotech Corporation (NASDAQ: ASTC) today announced a 1-for-5 reverse split of its outstanding shares of common stock that will take effect at 6:30am EDT on Monday, October 16, 2017. Astrotech's common stock will open for trading on the NASDAQ Capital Market on such date on a split-adjusted basis under the existing trading symbol "ASTC".

The reverse stock split was approved by the board of directors of the Company on October 12, 2017 and is intended to increase the per share trading price of the Company's common stock to enable the Company to satisfy the minimum bid price requirement for continued listing on the NASDAQ Capital Market.

The 1-for-5 reverse stock split will automatically convert five current shares of Astrotech's common stock into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of the Company's common stock will receive a cash payment in lieu thereof at a price equal to that fraction to which the shareholder would otherwise be entitled multiplied by the closing price of the Company's common stock on the NASDAQ Capital Market on October 13, 2017. The reverse split will reduce the number of shares of outstanding common stock from approximately 22.5 million shares to approximately 4.5 million shares. The number of authorized shares of common stock will also be reduced from 75 million shares to 15 million shares. Proportional adjustments also will be made to the exercise prices of the Company's outstanding stock options, and to the number of shares issued and issuable under the Company's stock incentive plans.

American Stock Transfer & Trust Company (“American”) will act as the exchange agent for the reverse stock split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, American will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number of shares.

In connection with the reverse stock split, the Company's CUSIP number will change to 046484200 as of October 16, 2017.

About Astrotech Corporation

Astrotech Corporation (NASDAQ: ASTC) is an innovative science and technology company that invents, acquires, and commercializes technological innovations sourced from research institutions, laboratories, universities, and internally, and then funds, manages, and builds proprietary, scalable start-up companies for profitable divestiture to market leaders to maximize shareholder value. Sourced from Oak Ridge Laboratory’s chemical analyzer research, 1^st Detect develops, manufactures, and sells chemical analyzers for use in the security, defense, healthcare, food and beverage, and environmental markets. Sourced from decades of image research from the laboratories of IBM and Kodak, Astral Images sells film-to-digital image enhancement, defect removal and color correction software, and post processing services providing economically feasible conversion of television and feature 35mm and 16mm films to the new 4K ultra-high definition (UHD), high-dynamic range (HDR) format necessary for the new generation of digital distribution. Sourced from NASA’s extensive microgravity research, Astrogenetix is applying

Exhibit 99.1

a fast-track, on-orbit discovery platform using the International Space Station to develop vaccines and other therapeutics. Demonstrating its entrepreneurial strategy, Astrotech management sold its state-of-the-art satellite servicing operations to Lockheed Martin in August 2014. Astrotech has operations throughout Texas and is headquartered in Austin. For information, please visit www.astrotechcorp.com.

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, whether we can successfully develop our proprietary technologies 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. The Company assumes no obligation to update these forward-looking statements.

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

IR Contact Cathy Mattison, LHA Investor Relations, (415) 433-3777, ir@astrotechcorp.com