What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-26 compared with 2024-09-20 · 208 added, 121 removed, 719 unchanged (31% of the section changed)

4 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Astrotech Corporation (the “Company”) as of June 30, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America

We have audited the accompanying consolidated balance sheets of Astrotech Corporation (the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

17 unchanged sentences

We determined that there are no critical audit matters.

Austin, Texas

We have served as the Company's auditor since 2023.

September 20, 2024

PCAOB ID Number 587

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Astrotech Corporation

Austin, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Astrotech Corporation and subsidiaries (the "Company") as of June 30, 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Dallas, Texas

Houston, Texas

We have served as the Company's auditor since 2023.

In 2023, we became the predecessor auditor.

September 26, 2025

13 unchanged sentences

Finished goods

Income tax receivable

Prepaid expenses and other current assets

2 unchanged sentences

Property and equipment, net

Intangible assets, net 48 -

Operating lease right-of-use assets, net

4 unchanged sentences

Accounts payable

$ 1,066 $ 373

Payroll related accruals

11 unchanged sentences

1,769,269 and 1,712,045 shares issued at June 30, 2025 and 2024 respectively;

1,701,729 and 1,681,729 outstanding at June 30, 2024 and 2023, respectively

1,758,953 and 1,701,729 shares outstanding at June 30, 2025 and 2024, respectively

190,643 190,643

Treasury shares, 10,316 shares at June 30, 2024 and 2023

Treasury shares, 10,316 shares at June 30, 2025 and 2024, respectively

( 119 ) ( 119 )

13 unchanged sentences

(In thousands, except per share data)

$ 1,049 $ 1,664

Cost of revenue

3 unchanged sentences

Total operating expenses

15,209 14,031

Loss from operations

( 14,734 ) ( 13,280 )

Other income and expense, net

Loss from operations before income taxes

( 13,848 ) ( 11,664 )

Income tax expense

$ ( 13,850 ) $ ( 11,666 )

Weighted average common shares outstanding:

2 unchanged sentences

Net loss per common share

$ ( 8.32 ) $ ( 7.12 )

Other comprehensive loss, net of tax:

$ ( 13,850 ) $ ( 11,666 )

Available-for-sale securities:

Net unrealized gain (loss)

Net unrealized gain

Total comprehensive loss

$ ( 13,537 ) $ ( 11,390 )

See accompanying notes to consolidated financial statements.

11 unchanged sentences

Balance at June 30, 2023

281 $ - 1,682 $ 190,643 $ ( 119 ) $ 81,002 $ ( 225,354 ) $ ( 1,453 ) $ 44,719

Net change in available-for-sale marketable securities

- - - - - - - 276 276

Stock-based compensation

- - - - - 1,478 - - 1,478

Restricted stock issuance

- - 20 - - - - - -

Purchase of treasury stock

- - - - - - - - -

- - - - - - ( 11,666 ) - ( 11,666 )

Balance at June 30, 2024

281 $ - 1,702 190,643 ( 119 ) 82,480 ( 237,020 ) ( 1,177 ) 34,807

Net change in available-for-sale marketable securities

Restricted stock issuance

- - - - - - - 313 313

Stock-based compensation

- - - - 830 - - 830

Restricted stock issuance

- - 65 - - - - - -

Cancellation of restricted stock

- - ( 8 ) - - - - - -

- - - - - - ( 13,850 ) - ( 13,850 )

Balance at June 30, 2025

281 $ - 1,759 $ 190,643 $ ( 119 ) $ 83,310 $ ( 250,870 ) $ ( 864 ) $ 22,100

See the accompanying notes to consolidated financial statements.

4 unchanged sentences

Cash flows from operating activities:

$ ( 13,850 ) $ ( 11,666 )

Adjustments to reconcile net loss to net cash used in operating activities:

5 unchanged sentences

Accounts receivable ( 408 ) 148

Contract asset

Inventory, net

Income tax receivable

( 455 ) ( 479 )

Accounts payable

Other assets and liabilities

( 1,387 ) 246

Income taxes payable

2 unchanged sentences

Net cash used in operating activities

( 12,952 ) ( 9,725 )

Cash flows from investing activities:

Purchases of property and equipment

Purchases of short-term investments

( 833 ) ( 579 )

Purchases of intangible assets

Proceeds from short-term investments

1 unchanged sentence

Cash flows from financing activities:

Purchase of treasury shares

Repayment of related-party debt

Repayment of financing liability in connection with internal-use software

Repayments on finance lease liabilities

( 94 ) ( 181 )

Net cash used in financing activities

( 185 ) ( 181 )

Net change in cash and cash equivalents

$ ( 7,342 ) $ ( 3,766 )

Cash and cash equivalents at beginning of period

10,442 14,208

Cash and cash equivalents at end of period

$ 3,100 $ 10,442

Supplemental disclosures of cash flow information:

C ash financing activities:

Cash paid for interest $ 11 $ 26

Acquisition of equipment/ software through financing lease

Operating right-of-use assets and associated liabilities

Income taxes paid $ - $ 2

Non-cash financing activities:

Operating right-of-use interest $ 10 $ -

Finance lease expenditures incurred but not paid for as of the end of the period

Acquisition of equipment/ software through financing lease $ - $ 245

Operating right-of-use assets $ 2,277 $ -

Operating right-of-use associated liabilities $ 2,594 $ -

See accompanying notes to consolidated financial statements.

7 unchanged sentences

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.

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.

Astrotech Technologies, Inc.

19 unchanged sentences

BreathTech Corporation

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.

BreathTech Corporation (“BreathTech”), an exclusive licensee of ATI for use in breath analysis applications, was in the process of 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.

Pro-Control, Inc.

On December 12, 2023, we announced the formation of our new wholly-owned subsidiary, Pro-Control, Inc.

The company announced the formation of our new wholly-owned subsidiary, Pro-Control, Inc.

(“Pro-Control”), and ATI’s entry into an exclusive license with Pro-Control to utilize our AMS Technology for industrial process control applications involving chemical distillation outside of the agriculture industry.

1 unchanged sentence

Pro-Control provides the vital spectral qualitative and quantitative data needed to control the production parameters (temperatures, flow, speed, pressure) while significantly improving efficiency.

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 and AMS Technology license from ATI for instant feedback to accurately detect soil, water, and air contamination source location and migration.

( 2 ) Summary of Significant Accounting Policies

6 unchanged sentences

Certain prior year amounts have been reclassified to conform to the current year presentation and have had no impact on net income or stockholders' equity.

Segment Information

The Company has determined that it does not meet the criteria of Accounting Standards Codification (“ASC”) 280 “Segment Reporting”.

Management has concluded that our chief operating decision maker (“CODM”) is our chief executive officer.

The Company’s CODM reviews the entire organization’s consolidated results as a whole on a monthly basis to evaluate performance and make resource allocation decisions.

Management views the Company’s operations and manages its business as one operating segment.

Revenue Recognition

6 unchanged sentences

This necessitates deferral of all or a portion of revenue recognition until assurance of collection.

During the fiscal year ended June 30, 2024 , the Company had three material customers that comprised substantially all of its $ 1.7 million in revenue.

During the fiscal year ended June 30, 2023 , the Company had four material customers that consisted substantially all of the $ 750 thousand in revenue.

During the fiscal year ended June 30, 2025 , the Company had four material customers that comprised substantially all of its $ 1.0 million in revenue.

During the fiscal year ended June 30, 2024 , the Company had three material customers that consisted substantially all of the $ 1.7 million in revenue.

Revenue from product and services sales are recognized when control of the goods is transferred to the customer which occurs at a point in time typically upon shipment to the customer or completion of the service.

10 unchanged sentences

The Company recognizes these contract liabilities as sales after all revenue recognition criteria are met.

Revenue under long-term government contracts is recorded under the percentage of completion method.

Revenue, billable under cost-plus-fixed-fee contracts, is recorded as costs are incurred and includes estimated earned fees in the proportion that costs incurred to date bear to total estimated costs.

Costs include direct labor, direct materials, subcontractor costs and manufacturing and administrative overhead allowable under the contract.

General and administrative expenses allowable under the terms of contracts are allocated per contract, depending on its direct labor and material proportion to total direct labor and material of all contracts.

As contracts can extend over one or more accounting periods, revisions in earnings estimated during the course of work are reflected during the accounting period in which the facts become known.

The Company does not generally provide an allowance for returns from our government customers because our customer agreements do not provide for a right of return.

Practical Expedients.

32 unchanged sentences

The Company includes gains and losses resulting from foreign currency transactions in income, while it excludes those resulting from translation of financial statements from income and includes them as a component of accumulated other comprehensive loss when applicable.

Transaction gains and losses, which were included in the Company’s consolidated statements of operations and comprehensive loss, amounted to a loss of approximately $ 1 thousand for the fiscal year ended June 30, 2024 and $ 3 thousand for the fiscal year ended June 30, 2023 .

Transaction gains and losses, which were included in the Company’s consolidated statements of operations and comprehensive loss, were not material for the fiscal years ended June 30,2025 and June 30, 2024.

Warranty Provision

14 unchanged sentences

Balance as of June 30, 2025

Segment Reporting

The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements.

Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance.

Net sales attributed to customers in the United States and foreign countries for the years ended June 30, 2025 and 2024 were as follows:

Revenue by Segment

(In thousands)

June 30, 2025

June 30, 2024

United States

Foreign Countries 319 1,664

Total Revenue $ 1,049 $ 1,664

Product Revenue

(In thousands) June 30, 2025 June 30, 2024

Product Revenue $ 804 $ 1,576

Grant Revenue 115 -

Service Revenue 130 88

Total Revenue $ 1,049 $ 1,664

Research and Development

42 unchanged sentences

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

There was no impairment of long lived assets recorded for fiscal years ended June 30, 2024, and 2023.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The Company had an impairment of long-lived assets expense of $ 197 thousand for the year ended June 30, 2025, related to internal use software.

There was no impairment of long-lived assets recorded for fiscal years ended June 30, 2024.

Assets to be disposed of are reported at the carrying amount.

Recoverability of long-lived assets is dependent on a number of conditions, including uncertainty about future events and demand for our services.

51 unchanged sentences

For more information, see Note

The Company accounts for income taxes under the liability method, whereby deferred tax asset or liability account balances are determined based on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income.

The Company accounts for income taxes under the asset and liability method, whereby deferred tax asset or liability account balances are determined based on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

11 unchanged sentences

Accounting Pronouncements

In June 2016, the FASB issued ASU 2016 - 13, Measurement of Credit Losses on Financial Instruments .

ASU 2016 - 13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables.

The standard will become effective for the Company for financial statements periods beginning after December 15, 2022.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2023, with retrospective application to all prior periods presented.

We adopted this standard in fiscal year 2025.

The adoption of this on July 1, 2024 did not have a material impact on its financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In July 2023, the FASB issued ASU No 2023 - 03, “Presentation of Financial Statements (Topic 205 ), Income Statement—Reporting Comprehensive Income (Topic 220 ), Distinguishing Liabilities from Equity (Topic 480 ), Equity (Topic 505 ), and Compensation—Stock Compensation (Topic 718 )” pursuant to SEC Staff Accounting Bulletin No.

120, which adds interpretive guidance for public companies to consider when entering into share-based payment transactions while in possession of material non-public information.

The effective date of this update is for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The Company does not expect the adoption to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023 - 09, “Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures ” which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The guidance is effective for annual periods beginning after December 15, 2024.

We are assessing the impact of this guidance on our disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023 - 07— Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023.

We adopted this standard in fiscal year 2025.

The Company implemented enhanced annual segment reporting disclosures based on new requirements.

ASU 2022 - 04 - Supplier Finance Program (SFP) .

This ASU requires that a buyer in an SFP disclose qualitative and quantitative information about its program, including the nature of the SFP and key terms, outstanding amounts as of the end of the reporting period, and presentation in its financial statements.

This pronouncement has not impacted the Company’s consolidated financial statements.

In August 2020, the FASB issued ASU No.

6 unchanged sentences

The Company does not expect its application to have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued Accounting Standards Update 2023 - 07— Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023.

The Company expects to enhance annual segment reporting disclosures based on new requirements.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023 - 09, “Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures ” which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The guidance is effective for annual periods beginning after December 15, 2024.

We are assessing the impact of this guidance on our disclosures.

In November 2024, the FASB issued Accounting Standards Update 2024 - 03 " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ) " which requires that at each interim and annual reporting period an entity:

Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the listed expense categories.

Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.

Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027:

either ( 1 ) prospectively to financial statements issued for reporting periods after the effective date of this Update or ( 2 ) retrospectively to any or all prior periods presented in the financial statements.

The Company expects to enhance disclosures of expenses based on new requirements.

In November 2024, the FASB also issued Accounting Standards Update 2024 - 04 "Debt - Debt with Conversion and Other Options (Subtopic 470 - 20 ) “ Induced Conversions of Convertible Debt Instruments ” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument.

An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder.

If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one -year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date.

The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.

Other accounting pronouncements issued but not yet effective are not believed by management to be relevant or to have a material impact on the Company’s present or future consolidated financial statements.

5 unchanged sentences

Mutual Funds - Corporate & Government Debt

$ 10,547 $ - $ ( 668 ) $ 9,879

ETFs - Corporate & Government Debt

5,425 - ( 196 ) 5,229

$ 15,972 $ - $ ( 864 ) $ 15,108

June 30, 2024

2 unchanged sentences

Mutual Funds - Corporate & Government Debt

$ 15,276 $ - $ ( 850 ) $ 14,426

ETFs - Corporate & Government Debt

Time Deposits

7,375 - ( 327 ) 7,048

$ 22,651 $ - $ ( 1,177 ) $ 21,474

We have certain financial instruments on our consolidated balance sheets related to interest-bearing time deposits.

Time deposits with maturities of less than 90 days, if any, from the purchase date are included in “Cash and Cash Equivalents.” Time deposits with maturities from 91 - 360 days, if any, are included in “Short-term investments.” Time deposits with maturities of more than 360 days, if any, are included in “Long-term investments.” As of June 30, 2024 and June 30, 2023 , the Company had no long-term investments.

Time deposits with maturities of less than 90 days, if any, from the purchase date are included in “Cash and Cash Equivalents.” Time deposits with maturities from 91 - 360 days, if any, are included in “Short-term investments.” Time deposits with maturities of more than 360 days, if any, are included in “Long-term investments.” As of June 30, 2025, and 2024 , the Company had no long-term investments.

For more information about the fair value of the Company’s financial instruments, see Note 6.

The following table presents the carrying amounts of certain financial instruments as of June 30, 2024 and June 30, 2023 :

The following table presents the carrying amounts of certain financial instruments as of June 30, 2025 and 2024 :

Carrying Value

8 unchanged sentences

Mutual Funds - Corporate & Government Debt

$ 9,879 $ 14,426 $ - $ -

ETFs - Corporate & Government Debt

Time deposits

Maturities from 1-90 days

Maturities from 91-360 days

5,229 7,048 - -

$ 15,108 $ 21,474 $ - $ -

On April 27, 2021, Astrotech entered into a lease for a research and development facility of approximately 5,960 square feet in Austin, Texas (the “R&D facility”) that includes a laboratory, a small production shop, and offices for staff.

1 unchanged sentence

On November 11, 2022, the Company signed a lease extension agreement for the R&D facility, extending the term of the lease through April 30, 2025.

The Company’s total contractual base rent obligation for the eleven -month extension is approximately $ 95 thousand.

On November 22, 2022, Astrotech entered into a sublease agreement for an additional facility directly adjacent to the R&D facility (the “subleased facility”).

1 unchanged sentence

The sublease commenced on December 1, 2022, and has a lease term of 29 months.

The Company’s total contractual base rent obligation for the subleased facility is approximately $ 156 thousand.

The R&D Facility and the Subleased Facility are collectively referred to herein as the “Donley Facilities.”

Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

4 unchanged sentences

The amortization expense for financed lease assets for the years ended June 30, 2025 and 2024 totaled $ 126 thousand and $ 124 thousand, respectively.

On January 20, 2025 , the Company entered into a lease extension to extend the terms of the leases associated with the Donley Facilities effective May 1, 2025 ( “Donley Facilities Lease Extension”).

We are currently continuing the lease on a month-to-month basis.

The monthly rent for the Donley Facilities will be $ 14,186 during the initial extension period.

On January 29, 2025, we entered into a new lease agreement for a facility of approximately 17,628 square feet in Austin, Texas (the “Metric facility”) for a term of 890months, which such term commences July 1, 2025.

The Metric facility is intended to support and encompass all Austin based functions.

Our total contractual base rent obligation for the Metric facility is approximately $ 3.0 million, less a tenant allowance of $ 317.3 thousand.

The balance sheet presentation of the Company’s operating and finance leases is as follows:

5 unchanged sentences

Operating lease right-of-use assets, net

$ 2,225 $ 119

Financing lease assets

1 unchanged sentence

Total lease assets

$ 2,304 $ 485

Operating lease obligations

7 unchanged sentences

Total lease liabilities

$ 2,679 $ 300

Future minimum lease payments as of June 30, 2025 under non-cancelable leases are as follows (in thousands):

2 unchanged sentences

Financing Leases

$ 381 $ 27 $ 408

1,057 - 1,057

Total lease obligations

3,113 79 3,192

Imputed interest

( 507 ) ( 6 ) ( 513 )

Present value of net minimum lease obligations

2,606 73 2,679

Lease liabilities - current

( 381 ) ( 24 ) ( 405 )

Lease liabilities - non-current

$ 2,225 $ 49 $ 2,274

Other information as of June 30, 2025 is as follows:

11 unchanged sentences

Furniture, fixtures, equipment & leasehold improvements

$ 3,960 $ 3,613

Capital improvements in progress

1 unchanged sentence

Accumulated depreciation

( 2,215 ) ( 1,732 )

Property and equipment, net

$ 2,395 $ 2,763

Total depreciation and amortization expense of property and equipment was $ 962 thousand for the year ended June 30, 2025 and $ 731 thousand for the year ended June 30, 2024 .

Depreciation and amortization expense includes finance lease right-of-use asset amortization of $ 124 thousand and $ 101 thousand for the years ended June 30, 2024 and 2023 , respectively.

Depreciation and amortization expense includes finance of $ 126 thousand and $ 124 thousand for the years ended June 30, 2025 and 2024 , respectively.

( 6 ) Fair Value Measurement

12 unchanged sentences

Mutual Funds - Corporate & Government Debt

$ 9,879 $ 9,879 $ - $ - $ 9,879

ETFs - Corporate & Government Debt

Time Deposits:

5,229 5,229 - - 5,229

Total Available-for-Sale Investments

$ 15,108 $ 15,108 $ - $ - $ 15,108

June 30, 2024

4 unchanged sentences

Mutual Funds - Corporate & Government Debt

$ 14,426 $ 14,426 $ - $ - $ 14,426

ETFs - Corporate & Government Debt

Time Deposits

7,048 7,048 - - 7,048

Total Available-for-Sale Investments

$ 21,474 $ 21,474 $ - $ - $ 21,474

The value of available-for-sale investments is based on pricing from third -party pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs).

( 7 ) Related-party Debt

On September 5, 2019, the Company entered into a private placement transaction with Thomas B.

Pickens III, the Chief Executive Officer and Chairman of the Board of Directors of the Company, for the issuance and sale of a secured promissory note to Mr.

Pickens with a principal amount of $ 1.5 million (the “2019 Note”), and on February 13, 2020, the Company entered into a second private placement transaction with Mr.

Pickens for the issuance and sale of a second secured promissory note to Mr.

Pickens with a principal amount of $ 1.0 million (the “2020 Note” and, collectively with the 2019 Note, the “Original Notes”).

Interest on the Original Notes accrued at 11 % per annum.

The principal amount and accrued interest on the Original Notes originally were to become due and payable on September 5, 2020;

however, on August 24, 2020, the Company and Mr.

Pickens agreed to extend the date of maturity of the Original Notes and payment of accrued interest to September 5, 2021 ( the “Extended Maturity Date”).

The Company had the option to prepay the principal amount and all accrued interest on the Original Notes at any time prior to the Extended Maturity Date.

In connection with the issuance of the Original Notes, the Company, along with 1 st Detect Corporation and Astrotech Technologies, Inc.

(the “Subsidiaries”), entered into two security agreements, dated as of September 5, 2019 and February 13, 2020 ( collectively, the “Original Security Agreements”), with Mr.

Pickens, pursuant to which the Company and the Subsidiaries granted to Mr.

Pickens a security interest in all of the Company’s and the Subsidiaries’ Collateral, as such term is defined in the Original Security Agreements.

In addition, the Subsidiaries jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the Original Notes pursuant to a subsidiary guarantee.

On September 3, 2021, the Company entered into ( 1 ) the Omnibus Amendment to the Secured Promissory Notes (the “Amended Notes”) with Mr.

Pickens, in connection with the Original Notes, and ( 2 ) the Omnibus Amendment to the Security Agreements (the “Amended Security Agreements”, and together with the Amended Notes, the “Amendments”) with the Subsidiaries, in connection with the Original Security Agreements.

Pursuant to the Amendments, (a) the principal amount of $ 1.0 million and accrued interest of $ 172 thousand on the 2020 Note was paid in full and the 2020 Note was canceled, and (b) $ 1.0 million of the principal amount and $ 330 thousand of accrued interest on the 2019 Note was paid and the maturity date on the remaining balance of $ 500 thousand of the 2019 Note was extended to September 5, 2022 ( the “Amended Maturity Date”).

In addition, the Subsidiaries jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the remaining balance on the 2019 Note pursuant to subsidiary guarantees, dated September 5, 2019 and February 13, 2020, as amended by the Omnibus Amendments to Subsidiary Guarantees, dated August 24, 2020 and September 3, 2021, respectively (the Omnibus Amendment to Subsidiary Guarantees dated September 3, 2021, the “Amended Subsidiary Guarantee”).

The Subsidiary Guarantee with respect to the 2020 Note was also canceled by the Amended Subsidiary Guarantee due to the 2020 Note being repaid in full.

On September 5, 2022, the 2019 Note matured and the principal amount of $ 500 thousand and accrued interest of $ 55 thousand was paid in full and the 2019 Note was canceled.

With the cancelation of the 2019 Note, the Amended Subsidiary Guarantee was terminated and the Subsidiaries' Collateral was released.

( 7 ) Stockholders ’ Equity

7 unchanged sentences

The Company has issued 280,898 shares of Series D convertible preferred stock (“Series D Preferred Shares”), all of which were issued and outstanding as of June 30, 2025.

Series D Preferred Shares are convertible to common stock on a one -to- one basis.

Series D Preferred Shares are convertible to common stock on a one -to- thirty basis.

Series D Preferred Shares are not callable by the Company.

11 unchanged sentences

On December 18, 2023, the Company entered into Amendment No.

1 to Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent (the "Amendment"), which extends the Final Expiration Date (as defined in the Rights Plan) to December 20, 2024, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Plan are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Plan.

1 to Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent (the "Amendment"), which extended the Final Expiration Date (as defined in the Rights Plan) to December 20, 2024.

On December 12, 2024, the Company entered into Amendment No.

2 to the Rights Agreement between the Company and the Rights Agent, which extends the Final Expiration Date to December 20, 2025, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Plan are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Plan.

All other terms and conditions of the Rights Plan remain unchanged.

A summary of the common stock warrant activity for the year ended June 30, 2025 is presented below:

Weighted Average Exercise

Aggregate Fair Market Value at Issuance

Weighted Average Remaining Contractual Life

Weighted Average Exercise Aggregate Fair Market Value at Issuance Weighted Average Remaining Contractual Life

(In thousands)

1 unchanged sentence

Outstanding at June 30, 2023

80 $ 72.10 $ 3,747 2.60

Canceled or expired

Outstanding at June 30, 2024

80 $ 72.10 $ 3,747 1.60

Canceled or expired

( 3 ) 154 ( 194 ) -

Outstanding at June 30, 2025

77 $ 69.04 $ 3,553 0.63

The following represents a summary of the warrants outstanding at each of the dates identified:

19 unchanged sentences

( 8 ) Business Risk and Credit Risk Concentration Involving Cash

For the fiscal year ended June 30, 2024 , the Company had three customers that substantially comprised all of the Company’s revenue.

For the fiscal year ended June 30, 2025 , the Company had four customers that substantially comprised all of the Company’s revenue.

Additionally, the material amount of the company's receivables was compromised by one company for the fiscal year ended June 30, 2024, and two companies for the fiscal year ended June 30, 2023 .

For the fiscal year ended June 30, 2024 the Company had three customers that substantially comprised all of the Company’s revenue.

Additionally, the material amount of the company's receivables was compromised by two companies for the fiscal year ended June 30, 2025 and one company for the fiscal year ended June 30, 2024 .

The Company maintains funds in bank accounts that may exceed the limit insured by the Federal Deposit Insurance Corporation (the “FDIC”).

1 unchanged sentence

The Company has not experienced any losses in such accounts.

The general insurance limit is $250,000 per separately insured depositor.

These balances as of June 30, 2025 are $ 2.6 million across two financial institutions.

( 9 ) Common Stock Incentive, Stock Purchase Plans, and Other Compensation Plans

1 unchanged sentence

The Company’s stock option activity for the years ended June 30, 2025 and 2024 was as follows:

Shares Average

Exercise Price

Outstanding at June 30, 2023

38,166 $ 27.34

131,840 10.01

Canceled or expired

( 13,378 ) 10.70

Outstanding at June 30, 2024

156,628 $ 14.18

Canceled or expired

( 45,775 ) 12.10

Outstanding at June 30, 2025

213,113 $ 12.35

The aggregate intrinsic value of options exercisable at June 30, 2025 was $ 0 as the fair value of the Company’s common stock is less than the exercise prices of these options.

16 unchanged sentences

Outstanding at June 30, 2023

50,671 $ 33.43

( 26,898 ) 45.50

Canceled or expired

Outstanding at June 30, 2024

43,773 $ 15.36

( 15,163 ) 14.85

Canceled or expired

( 7,776 ) 10.97

Outstanding at June 30, 2025

Compensation costs recognized related to vested restricted stock awards during the years ended June 30, 2024 and 2023, were $ 1.0 million and $ 1.3 million, respectively.

85,834 $ 14.11

Compensation costs recognized related to vested restricted stock awards during the years ended June 30, 2025 and 2024 were $ 208 thousand and $ 1.0 million, respectively.

At June 30, 2025 , there was $ 641 thousand of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 2.4 years.

5 unchanged sentences

Selling, Administration and General

$ 665 $ 1,364

Research & Development

$ 830 $ 1,478

Fair Value of Stock-Based Compensation

7 unchanged sentences

Expected Volatility

100.06 % 99.85 %

Risk-Free Interest Rates

4.24 % 4.36 %

Expected Option Life (in years)

Weighted-average grant-date fair value of options awarded

$ 15.80 $ 11.63

The expected dividend yield is based on the Company’s current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0 %.

11 unchanged sentences

The effective tax rate for the fiscal years 2025 and 2024 was 0.01 % and 0.01%, respectively.

There is no current state tax expense.

There is materially no current state tax expense.

FASB ASC 740, Income Taxes addresses the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return.

6 unchanged sentences

State and local

Total current tax benefit/ (expense)

Total current tax expense

$ ( 2 ) $ ( 2 )

State and local

Total deferred tax benefit/ (expense)

Total tax benefit/ (expense)

The $ 2 thousand of current state tax expense in the June 2024 year relates to state minimum taxes.

Total tax expense

$ ( 2 ) $ ( 2 )

The $ 2 thousand of current state tax expense in both the June 2025 and 2024 years relate to state minimum taxes.

A reconciliation of the reported income tax benefit to the amount that would result by applying the U.S.

12 unchanged sentences

Other permanent items

Total income tax benefit/ (expense)

Total income expense

$ ( 2 ) $ ( 2 )

Deferred Tax Assets and Liabilities

25 unchanged sentences

Net deferred tax assets

The Company files consolidated returns for federal, California, Florida, Oregon and Texas.

The Company files consolidated returns for federal, California, Florida, Massachusetts, Oregon and Texas.

In assessing the need for a valuation allowance, management considers whether it is more likely than not that some portion or all of the net deferred tax assets will be utilized to offset future tax liabilities.

30 unchanged sentences

For the years ended June 30, 2025 and 2024, the Company did not recognize any interest expense for uncertain tax positions.

The Company is no longer subject to U.S.

federal and state income tax examination by tax authorities for years before 2020.

( 11 ) Net Loss per Share

22 unchanged sentences

In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss.

Employment Contracts

The Company has entered into an employment contract with a key executive.

Generally, certain amounts may become payable in the event the Company terminates the executive’s employment.

( 14 ) Subsequent Events

2 unchanged sentences

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 8. Financial Statements and Supplementary Data