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): February 12, 2019

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.)
201 West 5th Street, Suite 1275, Austin, Texas		78701
(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 2.02. Results of Operations and Financial Condition.

On February 12, 2019, Astrotech Corporation issued a press release announcing its results of operations for its second quarter ended December 31, 2018. 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 February 12, 2019, 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: February 12, 2019

EX-99.1

Exhibit 99.1

ASTROTECH REPORTS SECOND QUARTER OF FISCAL YEAR 2019 FINANCIAL RESULTS

Austin, Texas – February 12, 2019 – Astrotech Corporation (NASDAQ: ASTC) reported its financial results for the second quarter of fiscal year 2019 ended December 31, 2018.

The second quarter was a pivotal quarter for Astrotech’s 1^st Detect subsidiary, which announced on December 12, 2018 that its TRACER 1000 passed the rigorous European Civil Aviation Conference (ECAC) Common Evaluation Process (CEP) tests for airport checkpoint screening of passengers. Subsequent to the quarter-end, on January 7, 2019, the Company announced that the TRACER 1000 also passed the CEP tests for airport cargo screening. Official ECAC Certification is expected in the near-term, at which point, the Company can begin selling the TRACER 1000 to international airports.

“We are excited to have introduced our revolutionary new product, the TRACER 1000, this quarter as the best solution available to overcome the high false alarm problems with the currently used ion mobility spectrometry technology.  Our mass spectrometry technology delivers a valuable near-zero false alarm rate that has the potential to earn airports and airlines hundreds of millions in worldwide savings while making airways safer and moving passengers through the security lanes more efficiently,” stated Thomas B. Pickens III, Chairman and CEO of Astrotech.

Second Quarter Fiscal Year 2019 Financial Highlights

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

• Operating expenses decreased $1.0 million, or 31%, during the second quarter of fiscal 2019, compared to the second quarter of fiscal2018, due to an ongoing emphasis on cost reduction.

• Our monthly cash burn for this quarter was reduced to $705 thousand, a 22% reduction from our run rate in fiscal year 2018.

• On October 9, 2018, Astrotech completed a $3 million private investment from its Chairman and CEO and another long-term investor.

• Astrotech Corporation had no debt at December 31, 2018.

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. 1^st Detect develops, manufactures, and sells chemical analyzers for use in the security, defense, healthcare, and environmental markets. Astral Images sells film-to-digital image enhancement, defect removal, color correction, and post processing software, providing

economically feasible conversion of film to the new 4K ultra-high definition (UHD), high-dynamic range (HDR) format. Astrotech is headquartered in Austin, Texas. 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, the Company’s use of proceeds from the private placement transaction, 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 for the fiscal year ended June 30, 2018. 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 AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except per share data)

(Unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2018			2017			2018			2017
Revenue	$	7		$	41		$	40		$	41
Cost of revenue		—			24			11			24
Gross profit		7			17			29			17
Operating expenses:
Selling, general and administrative		1,286			1,602			2,430			3,034
Research and development		897			1,582			2,000			3,226
Total operating expenses		2,183			3,184			4,430			6,260
Loss from operations		(2,176	)		(3,167	)		(4,401	)		(6,243	)
Interest and other income, net		16			30			3			100
Loss before income taxes		(2,160	)		(3,137	)		(4,398	)		(6,143	)
Income tax benefit		—			—			—			—
Net loss	$	(2,160	)	$	(3,137	)	$	(4,398	)	$	(6,143	)
Weighted average common shares outstanding:
Basic and diluted		4,678			4,060			4,374			4,059
Basic and diluted net loss per common share:
Net loss	$	(0.46	)	$	(0.77	)	$	(1.01	)	$	(1.51	)
Other comprehensive loss, net of tax:
Net loss	$	(2,160	)	$	(3,137	)	$	(4,398	)	$	(6,143	)
Available-for-sale securities:
Net unrealized gain		—			(36	)		—			(35	)
Reclassification adjustment for realized loss		—			33			31			34
Total comprehensive loss	$	(2,160	)	$	(3,140	)	$	(4,367	)	$	(6,144	)

ASTROTECH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	December 31, 2018			June 30, 2018
Assets
Current assets
Cash and cash equivalents	$	2,846		$	552
Short-term investments		—			3,551
Accounts receivable, net of allowance		8			12
Prepaid expenses and other current assets		236			161
Total current assets		3,090			4,276
Property and equipment, net		595			733
Long-term investments		—			50
Other assets, net		81			81
Total assets	$	3,766		$	5,140
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	219		$	112
Payroll-related accruals		392			412
Accrued liabilities and other		336			434
Income tax payable		2			2
Total current liabilities		949			960
Other liabilities		167			188
Total liabilities		1,116			1,148
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, convertible, 2,500,000 shares authorized; no shares issued and outstanding at December 31, 2018 and June 30, 2018, respectively		—			—
Common stock, $0.001 par value, 15,000,000 shares authorized; 5,970,885 and 4,496,873 shares issued at December 31, 2018 and June 30, 2018, respectively; 5,570,969 and 4,097,346 shares outstanding at December 31, 2018 and June 30, 2018, respectively		190,584			190,570
Treasury stock, 399,916 and 399,527 shares at cost at December 31, 2018 and June 30, 2018, respectively		(4,129	)		(4,128	)
Additional paid-in capital		4,757			1,745
Accumulated deficit		(188,562	)		(184,164	)
Accumulated other comprehensive loss		—			(31	)
Total stockholders’ equity		2,650			3,992
Total liabilities and stockholders’ equity	$	3,766		$	5,140