ASTROTECH Corp 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. Management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2024, at the reasonable assurance level. Management ’ s Annual Report on Internal Controls over Financial Reporting Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive and financial officers, we conducted an evaluation of the effectiveness of our internal controls over financial reporting as of June 30, 2023, based on the frame-work in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on our evaluation under the COSO Framework, our management concluded that our internal controls over financial reporting were effective as of June 30, 2024. This annual report does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered accounting firm pursuant to §989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts the Company from the requirement that it include an attestation report of the Company’s registered public accounting firm regarding internal controls over our management’s assessment of internal controls over financial reporting. Changes in Internal Controls over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during the fiscal year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 81 Table of Contents Item 9B. Other Information Insider Trading Policy During the quarter ended June 30, 2024, none of our directors or officers adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K. PART III As set forth below, the information required by Part III (Items 10, 11, 12, 13, and 14) is incorporated herein by reference to the Company’s definitive proxy statement to be used in connection with its 2024 Annual Meeting of Stockholders and which will be filed with the SEC not later than 120 days after the end of the Company’s fiscal year ended June 30, 2024 (the “2024 Proxy Statement”), in accordance with General Instructions G(3) of Form 10-K. Item 10. Directors, Executive Officers, and Corporate Governance The information required by Item 10 will be contained in, and is hereby incorporated by reference to, the 2024 Proxy Statement. Item 11. Executive Compensation The information required by Item 11 will be contained in, and is hereby incorporated by reference to, the 2024 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 will be contained in, and is hereby incorporated by reference to, the 2024 Proxy Statement. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by Item 13 will be contained in, and is hereby incorporated by reference to, the 2024 Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by Item 14 will be contained in, and is hereby incorporated by reference to, the 2024 Proxy Statement. 82 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules The following documents are filed as part of the report: Financial Statements. The following consolidated financial statements of Astrotech Corporation and its wholly-owned subsidiaries and related notes, are set forth herein as indicated below. Page Report of RBSM LLP, Independent Registered Public Accounting Firm (PCAOB ID: 587) 55 Report of Armanino LLP, Independent Registered Public Accounting Firm (PCAOB ID: 83) 55 4 Consolidated Balance Sheets 57 Consolidated Statements of Operations and Comprehensive Loss 58 Consolidated Statement of Changes in Stockholders ’ Equity 59 Consolidated Statement of Cash Flows 60 Notes to Consolidated Financial Statements 61 Exhibits Exhibit No. Description of Exhibit 3.1 Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 of the Registrant ’ s Form 8-K filed with the Securities and Exchange Commission on December 28, 2017). 3.2 Certificate of Amendment to the Certificate of Incorporation of Astrotech Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’ s Form 8-K filed with the Securities and Exchange Commission on July 1, 2020). 3.3 Certificate of Amendment to the Certificate of Incorporation of Astrotech Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on October 12, 2021). 3.4 Third Certificate of Amendment to the Certificate of Incorporation of Astrotech Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 23, 2022) . 3.5 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 1, 2023) . 3.6 Certificate of Designations of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K. filed with the Securities and Exchange Commission on December 28, 2017). 3.7 Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, as filed with the Delaware Secretary of State on April 17, 2019 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019). 4.1 * Description of Securities. 4.2 Form of Placement Agent's Warrant, issued on March 27, 2020 (incorporated by reference to Exhibit 4.1 of the Registrant’ s Form 8-K filed with the Securities and Exchange Commission on March 26, 2020). 4.3 Promissory Note due September 5, 2020. (incorporated by reference to Exhibit 4.1 of the Registrant ’ s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020). 83 Table of Contents 4.4 Form of Placement Agent's Warrant, issued on March 30, 2020 (incorporated by reference to Exhibit 4.1 of the Registrant’ s Form 8-K filed with the Securities and Exchange Commission on March 30, 2020). 4.5 Omnibus Amendment to Promissory Notes, dated August 24, 2020, (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on August 26, 2020). 4.6 Form of Placement Agent's Warrant, issued on October 23, 2020 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 23, 2020) . 4.7 Form of Placement Agent's Warrant, issued on October 30, 2020 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 30, 2020) . 4.8 Form of Placement Agent's Warrant, dated February 16, 2021 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on February 16, 2021) . 4.9 Astrotech Corporation 2021 Omnibus Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 5, 2021). 4.10 Form of Underwriter Warrant, dated April 12, 2021 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on April 12, 2021) . 4.11 Omnibus Amendment to Secured Promissory Notes, dated September 3, 2021, by and between the Company and Thomas B. Pickens III (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on September 8, 2021) . 4.12 Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of December 21, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 21, 2022). 4.13 Amendment No. 1 to Rights Agreement by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of December 18, 2023 (incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 18, 2023) . 10.1 Security Agreement, dated September 5, 2019, by and among the Company, certain of the Company’ s subsidiaries and Thomas B. Pickens III (incorporated by reference to Exhibit 10.1 of the Registrant ’ s Form 8-K filed with the Securities and Exchange Commission on September 11, 2019). 10.2 Subsidiary Guarantee, dated September 5, 2019, made by certain of the Company’ s subsidiaries in favor of Thomas B. Pickens III (incorporated by reference to Exhibit 10.2 of the Registrant ’ s Form 8-K filed with the Securities and Exchange Commission on September 11, 2019). 10.3 Security Agreement, dated February 13, 2020, by and among the Company, certain of the Company’ s subsidiaries and Thomas B. Pickens III (incorporated by reference to Exhibit 10.1 of the Registrant ’ s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020). 10.4 Subsidiary Guarantee, dated February 13, 2020, made by certain of the Company’ s subsidiaries in favor of Thomas B. Pickens III (incorporated by reference to Exhibit 10.2 of the Registrant ’ s Form 8-K filed with the Securities and Exchange Commission on February 18, 2020). 10.5 Acknowledgment, Consent and Affirmation of Guarantors, dated August 24, 2020 (incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on August 26, 2020) . 10.6 Omnibus Amendment to Security Agreements, dated August 24, 2020, by and among the Company, certain of the Company’ s subsidiaries and Thomas B. Pickens III (incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on August 26, 2020) . 84 Table of Contents 10.7 Omnibus Amendment to Subsidiary Guarantees, dated August 24, 2020, made by certain of the Company’ s subsidiaries in favor of Thomas B. Pickens III (incorporated by reference to Exhibit 10.4 of Registrant's Form 8-K filed with the Securities and Exchange Commission on August 26, 2020) . 10.8 Joint Development and Option Agreement, dated October 20, 2020 (incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 20, 2020) . 10.9* First Amendment to Joint Development and Option Agreement, dated April 6, 2022, by and between The Cleveland Clinic Foundation and BreathTech Corporation. . 10.10* Amendment No. 2 to Joint Development and Option Agreement, dated June 21, 2022, by and between The Cleveland Clinic Foundation and BreathTech Corporation. . 10.11* Amendment No. 3 to Joint Development and Option Agreement, dated December 11, 2023, by and between The Cleveland Clinic Foundation and BreathTech Corporation. 10.12 Cash Reserve Agreement, dated October 19, 2020 (incorporated by reference to Exhibit 99.3 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 20, 2020 ). 10.13 Letter of Agreement, dated March 24, 2021 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on March 30, 2021) . 10.14 Investigator-Initiated Study Agreement, dated March 31, 2021 (incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on April 6, 2021) . 10.15* Amendment #1 to Investigator- Initiated Study Agreement, dated March 14, 2023, by and between The Cleveland Clinic Foundation and BreathTech Corporation . 10.16 Acknowledgement, Consent and Affirmation of Guarantors, dated September 3, 2021 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on September 8, 2021 ). 10.17 Omnibus Amendment to Security Agreements, dated September 3, 2021, by and among the Company, certain of the Company's subsidiaries and Thomas B. Pickens III (incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on September 8, 2021) . 10.18 Omnibus Amendment to Subsidiary Guarantees, dated September 3, 2021, made by certain of the Company's subsidiaries in favor of Thomas B. Pickens III (incorporated by reference to Exhibit 10.3 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on September 8, 2021) . 10.19 Amendment to Joint Development and Option Agreement, dated June 8, 2022 (incorporated by reference to Exhibit 99.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on June 23, 2022). 10.20 † Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Thomas B. Pickens, III (incorporated by reference to Exhibit 10.1 of the Registrant’ s Current Report Form 8-K filed with the Securities and Exchange Commission on November 21, 2008). 10.21† Form of Indemnification Agreement of Astrotech Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’ s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 17, 2015). 16.1 Letter dated August 7, 2023 from Armanino LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 7, 2023). 21.1 * Astrotech Corporation and Subsidiaries — Subsidiaries of the Registrant . 23.1 * Consent of Armanino LLP . 85 Table of Contents 23.2* Consent of RBSM LLP. 31.1 * Certification of Thomas B. Pickens III, the Company’s Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 * Certification of Jaime Hinojosa, the Company’s Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.1 * Certification of Thomas B. Pickens III, the Company’s Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 32.2 * Certification of Jaime Hinojosa, the Company’s Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith . 97.1* Astrotech Corporation Compensation Recovery Policy. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Schema Document 101.CAL Inline XBRL Calculation Linkbase Document 101.DEF Inline XBRL Definition Linkbase Document 101.LAB Inline XBRL Labels Linkbase Document 101.PRE Inline XBRL Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) † Management contract or compensatory plan arrangement. * Filed herewith. Item 16. Form 10-K Summary None. 86 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Astrotech Corporation By: /s/ Thomas B. Pickens III Thomas B. Pickens III Chief Executive Officer, Chief Technology Officer and Chairman of the Board Date September 20, 2024 By: /s/ Jaime Hinojosa Jaime Hinojosa Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: September 20, 2024 Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of this registrant in the capacities and on the dates indicated. /s/ Thomas B. Pickens III Chief Executive Officer, Chief Technology Officer, September 20, 2024 Thomas B. Pickens III and Chairman of the Board /s/ Daniel T. Russler, Jr. Director September 20, 2024 Daniel T. Russler, Jr. /s/ Tom Wilkinson Director September 20, 2024 Tom Wilkinson /s/ Jim Becker Director September 20, 2024 Jim Becker /s/ Bob McFarland Director September 20, 2024 Bob McFarland /s/ Jaime Hinojosa Chief Financial Officer, Treasurer and Secretary September 20, 2024 Jaime Hinojosa (Principal Financial and Accounting Officer) 87