S-1MEF

As filed with the Securities and Exchange Commission on October 21, 2020.

Registration Statement No. 333-239705

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ASTROTECH CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	3826	91-1273737
(State or other jurisdiction of incorporation or organization)	(Primary Standard IndustrialClassification Code Number)	(I.R.S. EmployerIdentification No.)

2028 E. Ben White Blvd. #240-9530

Austin, Texas 78741

(512) 485-9530

(Address and telephone number of principal executive offices)

Thomas B. Pickens, III

Chief Executive Officer

2028 E. Ben White Blvd. #240-9530

Austin, Texas 78741

(512) 485-9530

(Name, address and telephone number of agent for service)

Copies to:

John Hempill, Esq. Stephen A. Cohen, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 (212) 653-8700 Faith L. Charles, Esq. Todd E. Mason, Esq. Thompson Hine LLP
335 Madison Avenue, 12th Floor New York, New York 10017 (212) 344-5680

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-239705

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee (2)
Common Stock, par value $0.001 per share (3)	$	3,000,000	$	327.30
Pre-funded Warrants to purchase shares of Common Stock (4)
Common Stock issuable upon exercise of Pre-funded Warrants (3)(6)
Placement Agent’s Warrant to purchase shares of Common Stock (4)
Common Stock issuable upon exercise of Placement Agent Warrants to purchase Common Stock (5)(6)		225,000		24.55
Total	$	3,225,000	$	351.85	(7)

1.		Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
2.		Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
3.		The proposed maximum aggregate offering price of the Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-funded Warrants offered and sold in the offering (plus the aggregate exercise price of the Common Stock issuable upon exercise of the Pre-funded Warrants), and as such the proposed aggregate maximum offering price of the Common Stock and Pre-funded Warrants (including the Common Stock issuable upon exercise of the Pre-funded Warrants), if any, is $18,000,000.
4.		No fee pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
5.		Represents warrants issuable to H.C. Wainwright & Co., LLC (the “Placement Agent’s Warrants”) to purchase a number of shares of Common Stock equal to 6.0% of the number of shares of Common Stock and Pre-funded Warrants being offered at an exercise price equal to 125% of the public offering price of the Common Stock. See “Plan of Distribution”.
	6.		Resales of the Pre-funded Warrants and the Placement Agent’s Warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, are registered hereby. Resales of shares of the Common Stock issuable upon exercise of the Pre-funded Warrants and the Placement Agent’s Warrants are also being registered on a delayed or continuous basis hereby.

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7. The registrant previously registered securities having a proposed maximum aggregate offering price of $15,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-239705) (the “Related Registration Statement”), which was declared effective by the Securities and Exchange Commission on October 21, 2020 and paid a fee of $2,093.00. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is hereby registered.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.

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EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Astrotech Corporation (the “Company”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-239705) (the “Prior Registration Statement”), which was originally filed with the Commission on July 6, 2020, and which the Commission declared effective on October 21, 2020.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of securities to be offered by the Registrant in the public offering by $3,225,000. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

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EXHIBIT INDEX

Number	Description
5.1	Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1	Consent of Armanino LLP
23.2	Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-239705) filed with the Commission on July 6, 2020 and incorporated herein by reference)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Austin, State of Texas, on the 21^st day of October, 2020.

ASTROTECH CORPORATION
By:	/s/ Thomas B. Pickens, III
	Thomas B. Pickens, III
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held and, on the dates, indicated.

Signature	Title	Date
/s/ Thomas B. Pickens, III	Chief Executive Officer and Chairman	October 21, 2020
Thomas B. Pickens, III	(Principal Executive Officer)
*	Chief Financial Officer, Treasurer &	October 21, 2020
Eric N. Stober	Secretary (Principal Financial and Accounting Officer)
*	Director	October 21, 2020
Mark Adams
*.	Director	October 21, 2020
Daniel T. Russler, Jr.
*	Director	October 21, 2020
Ronald W. Cantwell
*	Director	October 21, 2020
Tom Wilkinson

*By:	/s/ Thomas B. Pickens, III
	Thomas B. Pickens, III, Attorney-in-fact

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EX-5.1

Exhibit 5.1

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com

October 21, 2020

Astrotech Corporation

2028 E. Ben White Blvd., Suite 240-9530

Austin, Texas 78741 

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with the preparation and filing of a Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Rule 462(b) promulgated thereunder (the “462(b) Registration Statement”) by Astrotech Corporation, a Delaware corporation (the “Company”), for the proposed offering (the “Offering”) of an aggregate of: (a) $3,000,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”); (b) to each purchaser whose purchase of shares of Common Stock in such offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of such offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (the “Pre-Funded Warrants”), in lieu of shares of Common Stock and (c) $225,000 placement agent’s warrants to purchase shares of Common Stock (and the shares of Common Stock that are issuable from time to time upon exercise of the Placement Agent’s Warrants) (the “Placement Agent’s Warrants”). Each Pre-Funded Warrant will be exercisable for one share of Common Stock. The Common Stock, Pre-Funded Warrants and Placement Agent’s Warrants are referred to herein collectively as the “Securities.”  The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-239705) (the “Original Registration Statement”, and together with the Rule 462(b) Registration Statement, the “Registration Statement”), initially filed by the Company on July 6, 2020 and declared effective by the Commission on October 21, 2020. 

We are acting as special counsel for the Company in connection with the Registration Statement. We have examined the Registration Statement, including the exhibits filed therewith, and have also examined and relied upon minutes of meetings and resolutions of the board of directors of the Company (the “Board”) as provided to us by the Company, the certificate of incorporation and bylaws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion.

We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law. No opinion is expressed herein with respect to the qualification of the Securities under the securities or blue sky laws of any state or any foreign jurisdiction.

Our opinions set forth below with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law),

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Exhibit 5.1

including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect ofcourse of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.

Based upon and subject to the foregoing, we are of the opinion that:

I. the Securities have been duly authorized for issuance by all necessary corporate action by the Company;

II. the shares of Common Stock, when issued and sold as described in the Registration Statement, will be validly issued, fully paid and non-assessable,

III. provided that the Pre-Funded Warrants and Placement Agent’s Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers or placement agent, such Pre-Funded Warrants and Placement Agent’s Warrants, when issued as contemplated in the Registration Statement, will be valid and binding obligations of the Company, and

IV. the shares of Common Stock issuable pursuant to each of the Pre-Funded Warrants and Placement Agent Warrants, upon payment to the Company of the required consideration, and when issued and sold by the Company and paid for in accordance with the terms of the Pre-Funded Warrants or Placement Agent Warrants, as applicable, and as described in the Registration Statement, will be validly issued, fully paid and non-assessable.

The opinion set forth herein is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect).

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Respectfully submitted,

/s/ Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP

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EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

Astrotech Corporation

Austin, Texas

We hereby consent to the incorporation by reference in this Registration Statement and the Registration Statement on Form S-1 (No. 333-239705) and Form S-3 (Nos. 333-227963 and 333-226060) of our report dated September 8, 2020, with respect to the consolidated financial statements of Astrotech Corporation (the "Report"), included in Astrotech Corporation's Annual Report on Form 10-K for the year ended June 30, 2020. Our Report contains an explanatory paragraph regarding Astrotech Corporation's ability to continue as a going concern.

Armanino^LLP

San Francisco, California

October 21, 2020