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Item 9A. Controls and Procedures

2025-09-26 compared with 2024-09-20 · 35 added, 47 removed, 106 unchanged (44% of the section changed)

31 unchanged sentences

The following documents are filed as part of the report:

Financial Statements.

(a) 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.

Report of RBSM LLP, Independent Registered Public Accounting Firm (PCAOB ID:

Report of Armanino LLP, Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

3 unchanged sentences

Notes to Consolidated Financial Statements

(b) Financial Statement Schedules.

No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto.

Description of Exhibit

8 unchanged sentences

Description of Securities.

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).

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).

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).

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).

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) .

3 unchanged sentences

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) .

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) .

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).

1 unchanged sentence

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) .

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).

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).

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).

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).

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) .

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) .

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) .

Amendment No.

2 to Rights Agreement dated as of December 12, 2024, to the Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent, dated as of December 21, 2022.

(incorporated by reference to Exhibit 4.3 of the Registrant’s Form 8-K filed on December 12, 2024.)

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) .

First Amendment to Joint Development and Option Agreement, dated April 6, 2022, by and between The Cleveland Clinic Foundation and BreathTech Corporation.

First Amendment to Joint Development and Option Agreement, dated April 6, 2022 (incorporated by reference to Exhibit 10.9 of the Registrant's Form 10-K filed with the Securities and Exchange Commission on September 20, 2024).

Amendment No.

2 to Joint Development and Option Agreement, dated June 21, 2022, by and between The Cleveland Clinic Foundation and BreathTech Corporation.

2 to Joint Development and Option Agreement, dated June 21, 2022 (incorporated by reference to Exhibit 10.10 of the Registrant's Form 10-K filed with the Securities and Exchange Commission on September 20, 2024).

Amendment No.

3 to Joint Development and Option Agreement, dated December 11, 2023, by and between The Cleveland Clinic Foundation and BreathTech Corporation.

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 ).

3 to Joint Development and Option Agreement, dated December 11, 2023 (incorporated by reference to Exhibit 10.11 of the Registrant's Form 10-K filed with the Securities and Exchange Commission on September 20, 2024).

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) .

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) .

Amendment #1 to Investigator- Initiated Study Agreement, dated March 14, 2023, by and between The Cleveland Clinic Foundation and BreathTech Corporation .

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 ).

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) .

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) .

Amendment No.

1 to Letter of Agreement, dated September 22, 2021, by and between Sanmina Corporation and Astrotech Technologies, Inc.

Amendment No.

2 to Letter of Agreement, dated December 1, 2021, by and between Sanmina Corporation and Astrotech Technologies, Inc.

Amendment No.

3 to Letter of Agreement, dated October 12, 2022, by and between Sanmina Corporation and Astrotech Technologies, Inc.

Amendment No.

4 to Letter of Agreement, dated July 1, 2025 by and between Sanmina Corporation and Astrotech Technologies, Inc.

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).

1 unchanged sentence

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).

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).

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).

Form of Amended and Restated Indemnification Agreement of Astrotech Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Report on Form 8-K file with the Securities and Exchange Commission on December 19, 2024).

Astrotech Corporation and Subsidiaries — Subsidiaries of the Registrant.

Consent of Armanino LLP .

Consent of RBSM LLP.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Jaime Hinojosa, the Company’s Chief Financial Officer, pursuant to 18 U.S.C.

Certification of Jennifer Canas, 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.

2 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Jaime Hinojosa, the Company’s Chief Financial Officer, pursuant to 18 U.S.C.

Certification of Jennifer Canas, 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.

Astrotech Corporation Compensation Recovery Policy.

Astrotech Corporation Compensation Recovery Policy, adopted November 17, 2023 (incorporated by reference to Exhibit 97.1 of the Registrant's Form 10-K filed with the Securities and Exchange Commission on September 20, 2024).

Inline XBRL Instance Document

7 unchanged sentences

Filed herewith.

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Form 10-K Summary

1 unchanged sentence

Astrotech Corporation

Date September 26, 2025

/s/ Thomas B.

1 unchanged sentence

Date September 26, 2025

/s/ Jaime Hinojosa

Jaime Hinojosa

/s/ Jennifer Canas

Jennifer Canas

Chief Financial Officer, Treasurer and Secretary

6 unchanged sentences

and Chairman of the Board

/s/ Daniel T.

/s/ Jennifer Canas

Chief Financial Officer, Treasurer and Secretary

September 26, 2025

Jennifer Canas

(Principal Financial and Accounting Officer)

/s/ Charles Winn

September 26, 2025

/s/ Tom Wilkinson

1 unchanged sentence

Tom Wilkinson

/s/ Jim Becker

/s/ John Halinski

September 26, 2025

John Halinski

/s/ Bob McFarland

1 unchanged sentence

Bob McFarland

/s/ Jaime Hinojosa

Chief Financial Officer, Treasurer and Secretary

/s/ Eric Stober

September 26, 2025

Jaime Hinojosa

(Principal Financial and Accounting Officer)

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 9A. Controls and Procedures