8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 22, 2016

PRO-DEX, INC.

(Exact name of registrant as specified in its charter)

COLORADO	0-14942	84-1261240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2361 McGaw Avenue

Irvine, California 92614

(Address of Principal Executive Offices)

(949) 769-3200

(Registrant’s Telephone Number, Including Area Code)

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

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

Sale of Real Property

On February 22, 2016, Pro-Dex Sunfish Lake, LLC (“PDSL”), a wholly owned subsidiary of Pro-Dex, Inc., completed the sale of approximately 2.2 acres of land and an approximately 30,000 square foot building thereon located in the City of Ramsey, County of Anoka, State of Minnesota. The sale was made pursuant to a Receipt for Earnest Money Deposit and Real Estate Purchase Contract, as modified by an Addendum to Real Estate Purchase Contract (collectively, the “Purchase Contract”), between the Company and MO Real Estate LLC dated January 6, 2016, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 8, 2016. The Purchase Contract was subsequently amended pursuant to an Amendment to Real Estate Purchase Contract dated February 19, 2016 (the “Amendment”).

The aggregate sales price was $1,653,000, of which approximately $938,000 was paid in cash at closing to PDSL and approximately $503,000 was paid to Fortitude Income Funds, LLC (“Fortitude”), to repay in full PDSL’s obligation created by an existing mortgage loan from Fortitude that was secured by the land and building. In addition to broker fees of approximately $99,000, other ancillary fees of approximately $16,000 were withheld from the gross proceeds by the escrow agent upon the close. Finally, an amount of approximately $96,000 has been held by the escrow agent in an amount estimated to fully discharge a lien claim which encumbers the title, in the event PDSL fails to remove the claim from the certificate of title by February 28, 2017.

A copy of the Purchase Contract was attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 8, 2016 and a copy of the Amendment is attached as an exhibit to this report. The above descriptions are qualified by reference to the complete text of the Purchase Contract and Amendment, provided that the representations and warranties contained in the Purchase Contract and Amendment are not intended for investors and the public to obtain factual information about the Company. Rather, investors and the public should look to disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.

Item 2.01     Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 above concerning the sale of land and building located in the City of Ramsey, County of Anoka, State of Minnesota is hereby incorporated by reference into this Item 2.01.

Item 9.01     Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
10.1	Amendment to Real Estate Purchase Contract

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.

Date: February 25, 2016

Pro-Dex, Inc.
By:	/s/ Alisha K. Charlton
	Alisha K. Charlton
	Chief Financial Officer

EX-10.1

Exhibit 10.1

Amendment to Real Estate Purchase Contract

This Amendment to Real Estate Purchase Contract (“Amendment”) is dated as of February 19, 2016, and is between MO Real Estate, LLC, as Purchaser, and Pro-Dex Sunfish Lake, LLC, as Seller, and relates to that certain Receipt for Earnest Money Deposit and Real Estate Purchase Contract (“Contract”) dated as of January 6, 2016, and Addendum to Real Estate Purchase Contract (“Addendum”) dated January 6, 2016, between the parties. The parties hereby agree to amend the Contract and Addendum as provided in this Amendment. The Contract and Addendum shall otherwise remain in full force and effect. In the event of a conflict between the terms of the Contract, as amended by the Addendum, and the terms of the Amendment, the terms of this Amendment shall govern.

1.            Paragraph 2, subparagraph (e), of the Contract is amended to read in full as follows:

(e) Other:

(1) Real Estate Mortgage (“First Mortgage”) dated July 24, 2006, filed July 27, 2006, as Document No. 488446.007, executed by Sheldon A. Mayer LLC, as mortgagor, in favor of Vermillion State Bank, as mortgagee, in the original principal amount of $1,200,000.00, which mortgage was assigned to Pro-Dex Sunfish Lake, LLC, by Assignment of Mortgage dated November 21, 2014, filed December 5, 2014, as Document No. 527165.005.

(2) Combination Mortgage, Security Agreement and Fixture Financing Statement (“Second Mortgage”) dated August 15, 2012, filed September 10, 2012, as Document No. 510474.012, executed by Sheldon A. Mayer LLC, as mortgagor, in favor of Heron Enterprises, LLC, as mortgagee, in the principal amount of $86,209.45.

(3) Assignment of Leases and Rents (“Assignment”) dated August 15, 2012, filed September 10, 2012, as Document No. 510474.013, executed by Sheldon A. Mayer LLC, in favor of Heron Enterprises, LLC.

(4) Mortgage (“Third Mortgage”) dated February 18, 2016, filed February 23, 2016, as Document No. 536818.001, executed by Pro-Dex Sunfish Lake, LLC, as mortgagor, in favor of Pro-Dex, Inc., as mortgagee, in the original principal amount of $1,000.00.

2.            Paragraph 6 of the Addendum is amended to read in full as follows:

Notwithstanding the foregoing, Seller has disclosed the existence of the First Mortgage, Second Mortgage, Assignment, and Third Mortgage (collectively, “Liens”) against the Property. Seller shall cause Liens to be removed from the Certificate of Title of the Property at Seller’s sole expense.

Seller has preserved the First Mortgage in favor of Seller solely for the purpose of facilitating a foreclosure or other legal process, in Seller’s sole discretion, to clear title to the Property. If the Liens are not discharged prior to closing, Seller shall escrow sufficient funds and documents as required by the title company to allow the title company to insure over the Liens. Purchaser agrees to accept a title policy insuring over the Liens in lieu of a determination of marketability of title by Purchaser or Purchaser’s counsel. Purchaser further agrees to waive its right to cancel this Contract based on the existence of the Liens, provided that the title company agrees to insure over the Liens.

Purchaser:	MO Real Estate, LLC	Seller:	Pro-Dex Sunfish Lake, LLC
	/s/ Marty Olson		/s/ Richard L. Ban Kirk
By:	Marty Olson	By:	Richard L. Van Kirk
Its:	President	Its:	President/CEO
Address:	4907 170th Avenue Northwest	Address:	2361 McGaw Avenue
	Andover, MN  55304		Irvine, CA  92614