What changed in this filing

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Item 1. Business

2025-09-26 compared with 2024-09-20 · 101 added, 73 removed, 476 unchanged (27% of the section changed)

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We are commercializing the Astrotech Mass Spectrometer Technology™ platform (“AMS Technology”) through application specific, wholly owned subsidiaries.

Our mission is to expand access to mass spectrometry (“MS”) and its use through the deployment of devices designed specifically for the appropriate levels of precision required in high-volume, real-time testing environments such as airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, law enforcement centers, and industrial locations.

We achieve our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS field work, and enabling multiple configurations for sample intake options.

Since the Tracer 1000 was certified by the European Civil Aviation Conference (“ECAC”) in 2019, our customers have deployed our devices in approximately 30 locations across 14 countries throughout Europe and Asia.

Our mission encompasses the advancement of both mass spectrometry and gas chromatography, two powerful analytical techniques that together enable precise detection and identification of chemical compounds across a wide range of high-demand environments.

We aim to expand access to mass spectrometry by simplifying the complexity of operating these devices within real-time testing environments such as airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, law enforcement centers, and industrial locations.

We are introducing our new line of products that are ultra-portable, on-site, rugged environmental testing instruments, featuring our proprietary ATi Mass Spectrometer Technology ("MS") and ATi Gas Chromatography Column ("GC") to achieve our mission through simplifying the user interface, ruggedizing the critical components to endure MS/GC field work, and enabling multiple configurations for sample intake options.

The Astrotech Mass Spectrometer Technology™ and ATi Gas Chromatograph Column (GC) platforms achieve our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS/GC field work, and enabling multiple configurations for sample intake options.

Since the TRACER 1000 was certified by the European Civil Aviation Conference (“ECAC”) in 2019, our customers have deployed our devices in approximately 34 locations 16 countries throughout United States of America, Europe, and Asia.

Our Business Units

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(“ATI”) owns and licenses the intellectual property related to the AMS Technology.

1 st Detect Corporation (“1 st Detect”) is a manufacturer of explosives trace detectors ("ETDs") and narcotics trace detectors (“NTDs”) developed for use in security and detection at airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, and law enforcement centers.

1 st Detect Corporation (“1 st Detect”) is a manufacturer of explosive trace detectors ("ETDs") and narcotic trace detectors (“NTDs”) developed for use in security and detection at airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, and law enforcement centers.

1 st Detect holds an exclusive AMS Technology license from ATI for air passenger and cargo security applications.

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Pro-Control holds an exclusive AMS Technology license from ATI for the distillation of chemicals outside of the agriculture industry.

EN-SCAN, Inc.

(“EN-SCAN”) is developing advanced environmental testing and monitoring solutions, integrating gas chromatography and mass spectrometry technology in rugged, portable designs.

EN-SCAN’s products are expected to support industrial, environmental, and regulatory applications, helping organizations meet compliance requirements and environmental safety.

EN-SCAN will use proprietary ATi Gas Chromatograph Column ("GC") and ATi Mass Spectrometer Technology ("MS") for instant feedback to accurately detect soil, water, and air contamination source location and migration.

Astrotech Technologies, Inc.

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With a number of diverse market opportunities for the core technology, ATI is structured to license the intellectual property for different fields of use.

ATI currently licenses the AMS Technology to four wholly-owned subsidiaries of Astrotech on an exclusive basis, including to 1st Detect for use in security and detection applications, to AgLAB for use in the agriculture application, to BreathTech for use in breath analysis applications, and to Pro-Control for use in production applications.

ATI currently licenses the AMS Technology to four wholly-owned subsidiaries of Astrotech on an exclusive basis, including to 1st Detect for use in security and detection applications, to AgLAB for use in the agriculture application, to BreathTech for use in breath analysis applications, Pro-Control for use in production applications, and EN-SCAN for use in industrial and environmental applications.

1 st Detect Corporation

1st Detect, a licensee of ATI for security and detection applications, has developed the TRACER 1000™, the world’s first MS based ETD certified by the ECAC and approved by TSA for air cargo.

1st Detect, a licensee of ATI for security and detection applications, has developed the TRACER 1000™, the world’s first MS based ETD certified by the ECAC and approved by the U.S.

Transportation Security Administration ("TSA") for air cargo.

The TRACER 1000 was designed to outperform the ETDs currently used at airports, cargo and other secured facilities, and borders worldwide.

The Company believes that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”).

The Company further believes that some IMS-based ETDs have issues with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing facility shutdowns, unnecessary delays, frustration, and significant wasted security resources.

We believe that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”).

We further believe that some IMS-based ETDs have issues with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing facility shutdowns, unnecessary delays, frustration, and significant wasted security resources.

In addition, there are hundreds of different types of explosives, but IMS-based ETDs have a very limited threat detection library reserved only for those few explosives of largest concern.

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In contrast, adding additional compounds to the TRACER 1000’s detection library does not degrade its detection capabilities, as it has a virtually unlimited and easily expandable threat library.

In order to sell the TRACER 1000 to airport and cargo security customers in the European Union and certain other countries, we obtained ECAC certification.

The Company is currently selling the TRACER 1000 to customers who accept ECAC certification.

As of June 30, 2024, the Company has deployed the TRACER 1000 in approximately 30 locations in 14 countries throughout Europe and Asia.

On June 20, 2024, after a long-term engagement with the TSA beginning in 2018, we announced the U.S.

Transportation Security Administration (“TSA”) approved the TRACER 1000 for the Air Cargo Security Technology List (“ACSTL”).

This action advances the TRACER 1000 to Stage II testing and allows us to sell the TRACER 1000 to air cargo companies in the United States.

In Stage II testing, the Company will begin field trials with the TSA.

We obtained ECAC certification in 2019 which allows us to sell the TRACER 1000 to airport and cargo security customers in the European Union and certain other countries.

We currently sell the TRACER 1000 to customers who accept ECAC certification.

We are currently selling the TRACER 1000 to customers who accept ECAC certification.

As of June 30, 2025, we have deployed the TRACER 1000 in approximately 34 locations in 16 countries throughout United States of America, Europe and Asia.

In June 2024, the TSA approved 1st Detect's TRACER 1000 for the Air Cargo Security Technology List, which advanced the TRACER 1000 to Stage II testing, and permits air cargo companies in the United States to use our equipment in their operations.

During Stage II testing, we are conducting field trials with the TSA.

If field trials are successful, the TRACER 1000 will be added to the "qualified" list.

The Company has also started the process to pass TSA checkpoint testing.

We have also commenced the process to pass TSA checkpoint testing.

This process involves Developmental Test and Evaluation in which the Transportation Security Laboratory ("TSL") will test the TRACER 1000 and work with 1st Detect to ensure its readiness to enter certification testing.

The certification test is then completed by the Independent Test & Evaluation department of TSL.

As of the fiscal year 2023 budget the government had over 6,000 ETD units at checkpoint and baggage screening points for which we believe that the TSA would benefit from utilizing our AMS Technology.

In May 2023, we successfully delivered a purchase order for 14 ETDs from a Romania-based company focused on research and innovation in the security and telecommunications space.

During the second fiscal quarter of 2024, we delivered a purchase order for seven of our TRACER 1000 explosives trace detectors for an airport security checkpoint, which were deployed in an airport in Romania.

We are currently accepting orders for the TRACER 1000 ETD and NTD which are listed in the U.S.

General Services Administration ("GSA") IT Schedule 70 under Contract No.

For the fiscal year 2023, the United States federal government had a budget of over 6,000 ETD units at checkpoint and baggage screening points for which we believe that the TSA would benefit from utilizing our AMS Technology.

We are currently accepting orders for the TRACER 1000 ETD and NTD which are listed in the United States General Services Administration ("GSA") IT Schedule 70 under Contract No.

GS-35F-250GA with SRI Group LLC, Special Item Number 334290 in April, 2024.

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The TRACER 1000 ETD and NTD both provide a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo and infrastructure security, correctional facilities, military, and law enforcement.

IT Schedule 70 is a long-term contract issued by the GSA to commercial technology vendors that allows sales to the U.S.

federal government, one of the largest buyers of goods and services in the world.

IT Schedule 70 is a long-term contract issued by the GSA to commercial technology vendors that allows sales to the United States federal government, one of the largest buyers of goods and services in the world.

On January 14, 2025, our wholly owned subsidiary, 1st Detect Corporation, announced that it has been awarded research and development contract 70RSAT24CB0000015 with the United States Department of Homeland Security ("DHS") to research, develop and mature the TRACER 1000 for DHS next generation explosives trace detection.

On March 10, 2025, we announced the launch of the enhanced TRACER 1000 Narcotic Trace Detector ("TRACER 1000 NTD").

This innovative mobilized mass spectrometer is specifically configured to screen for the full range of synthetic opiates and novel psychoactive substances ("NPS") delivering accuracy and speed to counter the global drug crisis.

In April 2025, Astrotech received a $429,000 purchase order for TRACER 1000™ explosive trace detectors ("ETDs") from Intuitive Research and Technology, a TSA approved contractor.

In April 2025, we fulfilled the purchase order and sold six TRACER 1000 explosive detectors to Intuitive Research and Technology Corporation.

This is the first TSA-approved sale of our TRACER 1000 ETD, which utilizes mass spectrometry technology, known for its accuracy and low false alarm rate.

On June 12, 2025, we sold the first sale and deployment of the TRACER 1000 Narcotic Trace Detector in Vietnam, by way of its subsidiary 1st Detect.

This milestone marked a significant step in expanding the 1st Detect footprint across Southeast Asia and reinforces its commitment to enhancing narcotics trace detection inspection capabilities.

We continue to showcase the TRACER 1000 NTD and ETD at the trade events in the U.S.

AgLAB, an exclusive licensee of ATI for the use in the agriculture industry to analyze complex chemical compounds found in organic plant material and extracts, has developed the AgLAB 1000™ series of mass spectrometers for use in the hemp and cannabis markets with the initial focus on optimizing yields in the distillation process.

The AgLAB product line is a derivative of the Company’s core AMS Technology.

The AgLAB product line is a derivative of our core AMS Technology.

AgLAB continues to conduct field trials demonstrating that the AgLAB 1000-D2™ can be used in the distillation process to significantly improve the yields of tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”) oil during distillation.

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The use of the AgLAB 1000-D2™ should reduce waste from current distillation practices and result in a significantly improved product.

Due in large part to the Company’s proprietary technology, the Company believes it is the only provider of a mass spectrometry system that gives it a distinct advantage in the industry.

Due in large part to our proprietary technology, we believe it is the only provider of a mass spectrometry system that gives it a distinct advantage in the industry.

Sales efforts for the AgLAB 1000-D2 are currently underway.

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BreathTech Corporation

BreathTech, an exclusive licensee of ATI for use in breath analysis applications, is developing the BreathTest-1000™, a breath analysis tool to screen for VOC metabolites found in a person’s breath that could indicate they may have compromised condition including but not limited to a bacterial or viral infection.

The Company believes that new tools to quickly identify the presence of a VOC metabolite could play an important role in detecting and containing airborne diseases.

In June 2022, the Company expanded its existing study that initially focused on COVID-19 with Cleveland Clinic to use the BreathTest-1000 to screen for a variety of diseases spanning the entire body.

The project focused on detecting bloodstream infections and respiratory infections.

While the Joint Development Agreement with Cleveland Clinic remains active, we believe the work to commercialize this application of the AMS Technology will require many years and significant investment due to regulatory requirements and have determined to deploy capital instead to our other business units.

BreathTech, an exclusive licensee of ATI for use in breath analysis applications, has developed the BreathTest-1000™, a breath analysis tool to screen for VOC metabolites found in a person’s breath that could indicate they may have compromised condition.

We believe that new tools to quickly identify the presence of a VOC metabolite could play an important role in detecting and containing airborne diseases.

In conjunction with the CCF JDA, BreathTech entered into an Investigator-Initiated Study Agreement ("CCF IISA") with The Cleveland Clinic Foundation (“Cleveland Clinic”), effective March 31, 2021, to expand the application of breath analysis by collecting and studying the gaseous portion of exhaled breath for markers of lung and systemic diseases.

The pilot study concluded and the CCF IISA terminated in accordance with its terms on February 7, 2025.

We currently have no active or anticipated studies with Cleveland Clinic under the CCF JDA.

In addition, we have satisfied all payment obligations under the CCF JDA.

We believe additional studies would be required to continue exploration of technologies which may provide non-invasive methods of monitoring and studying lung and systematic diseases.

We believe commercialization of this application with the AMS Technology would require many years and significant investment due to regulatory requirements.

As such, we have determined to deploy capital instead to our other subsidiaries.

We are also exploring how the advancements and knowledge derived from our research on the BreathTech use case can be applied in our other existing and potential new business units.

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Pro-Control has introduced its proprietary Pro-Control Maximum Value Processing and the Pro-Control 1000-D2™ mass spectrometer, which in combination are designed to test, measure and increase reaction intermediates, purity and percent yields in industrial processes.

EN-SCAN, Inc.

On February 28, 2025, we announced the formation of our new wholly owned subsidiary, EN-SCAN, to manufacture and sell a new line of instruments built for environmental testing using its proprietary ATi GC and AMS Technology for outdoor field work for on-site, real-time air, water, and soil analysis providing instant feedback for accurate contamination source location and migration.

With a focus on real-time monitoring, EN-SCAN is expected to enable organizations to make data-driven decisions while reducing testing costs and time delays.

The EN-SCAN lineup includes EN-SCAN Handheld GC, EN-SCAN Fenceline Monitor, and EN-SCAN Rugged Lab GC-MS.

Each of these three testing solutions are designed for specific applications.

1 st Detect Corporation

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We have also expanded into the airport passenger screening market with sales to a distributor who services a major international airport in Asia and another who services airports in Romania.

We are currently accepting orders for the TRACER 1000 NTD and ETD.

We are currently accepting orders for the TRACER 1000 ETD and NTD.

The TRACER 1000 NTD is a high-performance laboratory instrument capable of rapid detection of trace levels of narcotic and explosive compounds in seconds.

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BreathTech Corporation

The BreathTest-1000 product that is currently under development is being designed to provide an inexpensive, non-invasive screening device for compromised conditions including a bacterial or viral infection that can offer results on-site in a very short period of time.

The BreathTest-1000 product is being designed to provide an inexpensive, non-invasive screening device for compromised conditions including a bacterial or viral infection that can offer results on-site in a very short period of time.

We believe there is strong value for this easy to use screener in high density and critical locations, especially with heightened concern about airborne diseases continuing to pose new or reemerging threats.

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Pharmaceutical manufacturing

EN-SCAN, Inc.

The ultra-portable rugged GC enables continuous on-site monitoring and immediate response in critical applications.

The EN-SCAN product lineup includes three key products:

EN-SCAN Handheld GC, EN-SCAN Fenceline Monitor, and EN-SCAN Rugged Lab GC-MS.

We expect these products to provide innovative portable environmental testing solutions that empower industries and organizations to accurately monitor and manage environmental challenges in real-time with immediate results.

We believe the following markets will utilize this product lineup:

Environmental equipment rental

Industrial hygienists

Environmental consulting firms

Chemical plants

Products and Services

Our products are considered mass spectrometry equipment.

Our products are considered mass spectrometry and gas chromatography equipment.

Mass Spectrometry

Mass spectrometry is an analytical technique used to measure the mass-to-charge ratio of ions.

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Routine maintenance and warranty programs are also available to our customers.

1 st Detect Corporation

The TRACER 1000 is the first MS-ETD certified by ECAC and approved by TSA for air cargo.

We are currently accepting orders for the TRACER 1000 ETD and NTD.

The TRACER 1000 ETD and NTD are high-performance laboratory instruments capable of rapid detection of trace levels of explosive and narcotic compounds in seconds.

The TRACER 1000 ETD and NTD both provide a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo, and infrastructure security, correctional facilities, military, and law enforcement.

Leveraging the platform AMS Technology, AgLAB has designed its product line to serve distillers in the hemp and cannabis industry.

AgLAB has launched the AgLAB-1000-D2 which is designed to be used to determine the optimal settings to increase yield and potency during the distillation process.

With the AgLAB-1000-D2, a sample is manually introduced into the system for analysis.

Currently under development is the AgLAB-1000-D1.

When completed, this instrument will be an inline process control unit.

BreathTech Corporation

The BreathTest-1000 is being developed, in conjunction with Cleveland Clinic, to provide an inexpensive, non-invasive screening device for a variety of diseases.

The BreathTest-1000 is designed to detect infectious VOC metabolites in a person’s breath.

Pro-Control, Inc.

Pro-Control has introduced the Pro-Control 1000-D2™ to put mass spectrometry on the factory floor at chemical manufacturers.

The experience gained by AgLAB with hemp and cannabis distillers was the catalyst for the Pro-Control 1000-D2™ and its related Maximum Value Process solution to analyze samples in real-time and to assist the manufacturer by increasing production and/or quality, reducing both cost and time, and helping to address safety and environmental concerns.

Gas Chromatography

Gas chromatography is used to separate, analyze and quantify compounds that can be vaporized without decomposition.

A compound passes through a column and interacts causing them to travel at different rates and thereby separating them.

These separated compounds can be detected, recorded, and studied.

The separation is determined by the volatility of the compound.

GC is a cornerstone application in many scientific and industrial fields.

This application offers a wide range of use cases such as real-time fence-line monitoring at chemical plants, rapid disaster response, contamination tracking and emergency safety assessments.

GC is used in various industries, including oil & gas, manufacturing, industrial hygienists and environmental consulting firms.

Our on-site, portable technology is designed to deliver real-time, on-site data for immediate analysis.

The combined GC and MS technology with rugged, portable design delivers lab-grade accuracy in the most demanding environments.

These products address the rapidly growing demand for on-site, real-time air, water, and soil analysis.

Customers, Sales, and Marketing

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BreathTech Corporation

Efforts are currently focused on the development of the BreathTest-1000.

We will begin marketing activities if the product achieves commercial viability.

We believe commercialization of BreathTech Corporation with the AMS Technology would require many years and significant investment due to regulatory requirements.

As such, we have determined to deploy capital instead to our other subsidiaries.

Pro-Control, Inc.

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There is a high density of food, petrochemical, chemical, and industrial companies within a few hours driving radius of Austin.

EN-SCAN, Inc.

EN-SCAN appeals to a wide range of industries including environmental consulting firms, government agencies, industrial facilities, and academic institutions.

These users benefit from the portability, ruggedness, and precision of EN-SCAN’s devices, which eliminate the need for off-site lab testing and streamline compliance and remediation efforts.

To enhance customer experience, EN-SCAN can offer training programs, data integration support, and a centralized portal for device management and analytics.

1 st Detect Corporation

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We have several competitors that sell IMS-based ETDs whose companies are much larger than us, with well-established sales forces and offering a wider range of security products;

however, we believe the TRACER 1000 has a number of attributes that are superior to competing products.

however, based on industry discussions and our field trials we believe the TRACER 1000 has a number of attributes that are superior to competing products.

1 st Detect’s TRACER 1000

False alarms caused by confusants

Near-zero false alarm rate

Lower probability of detection

Higher probability of detection

Numerous unscheduled bake-outs and calibrations

Near 100% up-time

Limited library of compounds of interest

Unlimited library of compounds of interest

Addition of new compounds may require hardware changes

Library updates that do not require hardware changes

False alarms cause delays or shutdowns at security facilities/inspection checkpoints

Improved throughput at security facilities and checkpoints

Low price chemical detector

Competitive price to IMS in a throughput sensitive environment

These claims have been confirmed in numerous discussions with industry experts and verified in our many field trials.

Near-zero false alarms

Limitless library expansion

High uptime and robustness

Fast cleardown and near zero false alarms increase throughput

Confirmatory technology

The currently available technology that we believe to be the only direct competition to our MS-based system is high performance liquid chromatography (“HPLC”).

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BreathTech Corporation

The BreathTest-1000 product that is currently under development is being designed to screen for VOC metabolites in a person’s breath and which could indicate the person may have a compromised condition including but not limited to a bacterial or viral infection.

The BreathTest-1000 product is designed to screen for VOC metabolites in a person’s breath and which could indicate the person may have a compromised condition.

Given that breath samples are quick, inexpensive, and painless, we anticipate that the BreathTest-1000 will help screen for signs of disease.

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In these instances, the analytical capabilities are located in central analytical labs and our intention is to place this testing capability in the hands of the operations personnel to get as close to real time analysis as possible on the factory floor.

EN-SCAN, Inc.

Competitors may include those that are established providers of environment testing equipment, especially those that offer portable GC-MS devices.

EN-SCAN differentiates itself through its proprietary ATi Gas Chromatograph and AMS Technology, on-site, rugged design tailored for harsh field conditions, and a product lineup that spans handheld, fenceline, and rugged lab-grade instruments.

Its emphasis on real-time, on-site analysis and cost efficiency positions in the environmental testing market.

Research and Development

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BreathTech R&D activities are being devoted to sample introduction and library development, which is needed to identify the specific compounds present in the breath that are indicative of the presence of a compromised condition including infections.

During our fiscal year 2023, we were in correspondence with the U.S.

Food and Drug Administration ("FDA") regarding how the FDA will classify the BreathTest-1000 and the classification has not yet been determined.

The classification will inform the required FDA premarket submission and review process that will follow.

If premarket notification (510(k) submission) is required, we intend to submit a pre-submission request to the FDA.

The pre-submission is a formal mechanism for requesting feedback from the FDA prior to submitting a medical device application.

Pro-Control, Inc.

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It is refining its product line to include other valuable products and it is developing its library for chemical manufacturers.

En-Scan, Inc.

EN-SCAN is set to manufacture and sell a new line of instruments built for environmental testing using its proprietary ATi GC and AMS Technology for outdoor field work for on-site, real-time air, water, and soil analysis providing instant feedback for accurate contamination source location and migration.

EN-SCAN’s commitment to innovation is reflected in its active R&D efforts.

These R&D advancements not only strengthen EN-SCAN’s competitive edge but also open new opportunities in customer engagement, sales growth, and marketing differentiation.

Certain Regulatory Matters

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For more information on the Company’s business operations, please visit our company website at www.astrotechcorp.com.

An investment in our securities involves a high degree of risk.

This annual report will contain a discussion of the risks applicable to an investment in our securities.

Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in this annual report.

The risks and uncertainties we have described are not the only ones we face.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business