What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-09-25 compared with 2025-09-26 · 186 added, 127 removed, 800 unchanged (28% of the section changed)

4 unchanged sentences

Opinion on the Consolidated Financial Statements

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.

We have audited the accompanying consolidated balance sheets of Astrotech Corporation (the “Company”) as of June 30, 2026 and 2025, and the related consolidated statements of operations and other comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, 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, 2026, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

28 unchanged sentences

Short-term investments

15,108 21,474

Accounts receivable

28 unchanged sentences

2,009,050 and 1,769,269 shares issued at June 30, 2026 and 2025 respectively;

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

1,998,734 and 1,758,953 outstanding at June 30, 2026 and 2025, respectively

190,643 190,643

13 unchanged sentences

ASTROTECH CORPORATION

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Other Comprehensive Loss

(In thousands, except per share data)

8 unchanged sentences

( 14,138 ) ( 14,734 )

Interest and dividend income 471 1094

Realized loss ( 543 ) ( 5 )

Other income and expense, net ( 213 ) ( 203 )

Total other income(expense) ( 285 ) 886

Loss from operations before income taxes

( 14,423 ) ( 13,848 )

Income tax expense

Income tax benefit /(expense)

$ ( 14,427 ) $ ( 13,850 )

30 unchanged sentences

— — 65 — — — — — —

Purchase of treasury stock

Cancellation of restricted stock

— — (8 ) — — — — — —

6 unchanged sentences

— — 30 — — 921 — — 921

Restricted stock issuance

ATM Share issuances

— — 169 — — 6,687 — — 6,687

Cancellation of restricted stock

Option exercises

— — 41 — — 343 — — 343

14 unchanged sentences

Loss on disposal of asset

Net loss (gain) on sale of available-for-sale investments

Changes in assets and liabilities:

5 unchanged sentences

381 ( 1,387 )

Income taxes payable

Repayment of financing liability in connection with internal-use software

Operating lease liabilities

2 unchanged sentences

Cash flows from investing activities:

Purchases of intangible assets

Purchases of property and equipment

( 879 ) ( 833 )

Purchases of intangible assets

Proceeds from short-term investments

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Repayment of financing liability in connection with internal-use software

Repayments on finance Lease Liabilities ( 24 ) ( 94 )

( 94 ) ( 181 )

Net cash used in financing activities

Repayment of financing obligation related to internal use software ( 83 ) ( 91 )

Proceeds from at-the-market (ATM) share issuance, net of issuance costs

Proceeds from exercise of stock options

Net cash provided by (used in) financing activities

6,923 ( 185 )

2 unchanged sentences

Cash and cash equivalents at beginning of period

10,442 14,208

Cash and cash equivalents at end of period

1 unchanged sentence

Supplemental disclosures of cash flow information:

C ash financing activities:

Cash financing activities:

Cash paid for interest

1 unchanged sentence

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

Finance lease expenditures incurred but not paid at period end - 7

Inventory transferred to fixed asset

Non-cash accretion of operating lease liability 115 10

Operating right of use assets - $ 2,277

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

Operating right-of-use associated with liabilities

See accompanying notes to consolidated financial statements.

9 unchanged sentences

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.

We are introducing our new line of products that are ultra-portable, on-site, rugged environmental testing instruments, featuring our proprietary Astrotech Technologies, Inc.

(“ATI”) MS and ATi GC to 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.

4 unchanged sentences

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.

ATI currently licenses the AMS Technology to five wholly-owned subsidiaries of Astrotech on an exclusive basis.

1 st Detect Corporation

1st Detect Corporation ( “1 st 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.

1 st 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.

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

7 unchanged sentences

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.

The AgLAB 1000 - D2™ uses the Maximum Value Process solution (“MVP”) to analyze samples in real-time and assist the equipment operator determining the ideal settings required to maximize yields.

The AgLAB 1000 - D2™ uses the Maximum Value Process solution (“MVP”) to analyze samples in real-time and assist the equipment operator in determining the ideal operating settings required to maximize yields.

BreathTech Corporation

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.

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 a compromised medical condition.

Pro-Control, Inc.

5 unchanged sentences

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.

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

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

EN-SCAN uses 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

1 unchanged sentence

The preparation of these consolidated financial statements in conformity to U.S.

Generally Accepted Accounting Principles (“GAAP”) for the accounts of Astrotech Corporation and all its wholly owned subsidiaries requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period.

GAAP for the accounts of Astrotech Corporation and all its wholly owned subsidiaries requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period.

Estimates and underlying assumptions are reviewed on an ongoing basis.

10 unchanged sentences

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

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.

During the fiscal years ended June 30, 2026 and 2025, the Company had three customers that each accounted for more than 10% of total 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.

Contract Liabilities (in thousands)

June 30, 2026 June 30, 2025

Deferred Revenue $ 99 $ 143

Deferred revenue decreased from $ 143 thousand at June 30, 2025 to $ 99 thousand at June 30, 2026.

Revenue recognized during fiscal year ended June 30, 2026 that was included in the beginning deferred revenue balance was approximately $ 143 thousand.

The decrease was primarily attributable to the recognition of deferred revenue associated with DHL maintenance agreements and extended warranty contracts.

Included in the amount recognized during fiscal year ended June 30, 2026 was approximately $ 91 thousand of deferred revenue from prior periods associated with DHL maintenance agreements following a change in the pattern of revenue recognition.

Deferred revenue at June 30, 2026 also includes approximately $ 45 thousand related to a returned unit pending inspection and resolution with the customer.

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

57 unchanged sentences

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.

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 (“CODM”) in making decisions on how to allocate resources and assess performance.

The Company operates as one reportable segment.

The Company's CODM is Thomas B.

Pickens III, Chief Executive Officer, Chief Technology Officer and Chairman of the Board.

The CODM evaluates performance and allocates resources based on consolidated financial information.

The CODM regularly reviews revenue, research and development expenses, selling, general and administrative expenses, loss from operations, cash balances, operating cash flows, and liquidity information to assess performance, monitor liquidity, and allocate resources.

The Company has determined that it has a single reportable segment because all operations are managed and evaluated on a consolidated basis.

Net sales attributed to customers in the United States and foreign countries for the years ended June 30, 2026 and 2025 were as follows:

Revenue by Segment

Twelve Months Ended

(In thousands)

4 unchanged sentences

Total Revenue

$ 913 $ 1,049

Product Revenue

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

Twelve Months Ended

(In thousands)

June 30, 2026

June 30, 2025

Product Revenue

2 unchanged sentences

Total Revenue

$ 913 $ 1,049

Significant Segment Expenses

Twelve Months Ended

(In thousands)

June 30, 2026

June 30, 2025

Research and development expense

( 6,484 ) ( 8,142 )

Selling, general and administrative expense

( 7,871 ) ( 7,067 )

Other segment items

( 696 ) ( 574 )

Loss from Operations

$ ( 14,138 ) $ ( 14,734 )

Other segment items represent the difference between revenue less the significant expense categories disclosed above and loss from operations.

Other segment items primarily consist of cost of revenue, including direct labor, direct materials, warranty costs, and other manufacturing and production-related costs.

Research and Development

27 unchanged sentences

Property and equipment are stated at cost, less accumulated depreciation.

All furniture, fixtures, and equipment are depreciated using the straight-line method over the estimated useful lives of the respective assets, which is generally five years.

All furniture, fixtures, and equipment are depreciated using the straight-line method over the estimated useful lives of the respective assets, which generally ranges from 60 to 120 months.

Purchased software is typically depreciated over three years.

4 unchanged sentences

The Company capitalizes all direct external costs related to software developed or obtained for internal use when management commits to funding the project, the preliminary project stage is completed and when technological feasibility is established.

Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “capital improvements in progress” (“CIP”) to a property and equipment asset subject to depreciation.

Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “capital improvements in progress” to a property and equipment asset subject to depreciation.

Capitalization of costs ceases when the project is substantially complete and ready for its intended use.

Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service.

Computer software is amortized using the straight-line method over an estimated useful life of three years.

Impairment of Long-Lived Assets

3 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.

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, 2026.

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.

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

2 unchanged sentences

Astrotech’s financial instruments consist of cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, and accrued liabilities.

Management believes the carrying amounts of these assets and liabilities approximates their fair value due to their liquidity.

Management believes the carrying amounts of these assets and liabilities approximate their fair value due to their liquidity.

The Company is required to measure certain assets and liabilities at fair value, either upon initial measurement or for subsequent accounting or reporting.

3 unchanged sentences

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions.

When estimating fair value, depending

When estimating fair value, depending on the nature and complexity of the asset or liability, the Company generally uses one or more of the following approaches:

• Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.

41 unchanged sentences

For more information, see Note

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.

A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In December 2019, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update (“ASU”) No.

2019 - 12, which affects general principles within Topic 740, Income Taxes.

The amendments of ASU 2019 - 12 are meant to simplify and reduce the cost of accounting for income taxes.

The FASB has stated that the ASU is being issued as part of its Simplification Initiative, which is meant to reduce complexity in accounting standards by improving certain areas of U.S.

GAAP without compromising information provided to users of financial statements.

The Company adopted this guidance as of June 30, 2022 and the adoption had no impact on the Company’s consolidated financial statements.

The Company accounts for income taxes under the asset and liability method.

Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.

Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized.

As of June 30, 2026 and 2025, the Company had established a full valuation allowance against all of its net deferred tax assets.

For the fiscal years ended June 30, 2026 and 2025, the Company incurred losses from operations in the amount of $ 14.4 million and $ 13.8 million, respectively.

The effective tax rate for the fiscal years 2026 and 2025 were ( 0.03 %) and ( 0.01 %), respectively.

There is materially no current state tax expense.

Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“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.

The Company had unrecognized tax benefits of $ 848 thousand as of June 30, 2026, all of which has been accounted for as contra deferred tax assets.

For the years ended June 30, 2026 and 2025, the Company’s effective tax rate differed from the federal statutory rate of 21 %, primarily due to tax credits and the valuation allowance against its net deferred tax assets.

Treasury Stock

3 unchanged sentences

Accounting Pronouncements

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

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

2023 - 07, Segment Reporting (Topic 280 ):

2 unchanged sentences

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.

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.

2 unchanged sentences

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

In August 2020, the FASB issued ASU No.

2020 - 06, Debt — Debt with Conversion and Other Options (Subtopic 470 - 20 ), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815 - 40 ):

Accounting for Convertible Instruments and Contracts in an Entity ’ s Own Equity .

The amendments in ASU No.

2020 - 06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity.

More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity.

For smaller reporting companies ASU 2020 - 06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

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

Recently Issued Accounting Standards Not Yet Adopted

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

2 unchanged sentences

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

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

The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements, but it resulted in additional income tax disclosures in the notes to the consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

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:

13 unchanged sentences

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.

The Company does not have convertible debt and does not expect the adoption of this guidance to have a material impact on its 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.

8 unchanged sentences

$ 3,263 $ — $ ( 316 ) $ 2,947

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

June 30, 2025

6 unchanged sentences

$ 15,972 $ — $ ( 864 ) $ 15,108

Realized Gains and Losses on Available-for-Sale Securities

(In thousands) June 30, 2026 June 30, 2025

Proceeds from sales of available-for-sale securities $ 12,696 $ 6,678

Gross realized gains 58 24

Gross realized losses ( 606 ) ( 32 )

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

16 unchanged sentences

$ 2,947 $ 15,108 $ — $ —

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.

The lease commenced on June 1, 2021, and had a lease term of 36 months.

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.

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

The subleased facility consists of approximately 3,900 square feet and will provide the space needed as the Company launches its AgLAB products and continues its R&D efforts at ATI and BreathTech.

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

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.

3 unchanged sentences

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

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 amortization expense for financed lease assets totaled approximately $ 125 thousand for the year ended June 30, 2026 and $ 126 thousand for the years ended June 30, 2025.

On January 20, 2025 , the Company entered into a lease extension to extend the terms of the leases associated with a prior lease agreement related to a research and development facility and an additional facility (the “Donley Facilities”) effective May 1, 2025.

The Company occupied the Donley Facilities through October, 2025 and subsequently transitioned operations to a new facility in Austin, Texas.

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 89 months, which such term commenced 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.

Base rent is subject to annual increases over the lease term.

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

25 unchanged sentences

$ 361 $ 26 $ 387

1,057 - 1,057

Total lease obligations

16 unchanged sentences

Cash payments for operating leases for the years ended June 30, 2026 and 2025 totaled $ 347 thousand and $ 170 thousand, respectively.

Cash payments for financing leases for the years ended June 30, 2025 and 2024 totaled $ 94 thousand and $ 181 thousand, respectively.

Cash payments for finance leases totaled approximately $ 24 thousand and $ 94 thousand for the years ended June 30, 2026, and 2025, respectively.

( 5 ) Property and Equipment, net

10 unchanged sentences

Total depreciation and amortization expense of property and equipment was $ 896 thousand for the year ended June 30, 2026 and $ 962 thousand for the year ended June 30, 2025 .

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

Depreciation and amortization expense includes depreciation of financed equipment of $ 125 thousand and $ 126 thousand for the years ended June 30, 2026 and 2025 , respectively.

( 6 ) Fair Value Measurement

14 unchanged sentences

ETFs - Corporate & Government Debt

5,229 5,229 - - 5,229

Time Deposits:

Total Available-for-Sale Investments

9 unchanged sentences

5,229 5,229 — — 5,229

Time Deposits

Total Available-for-Sale Investments

9 unchanged sentences

Preferred Stock

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- thirty basis.

The Company has issued 280,898 shares of Series D Preferred Shares, all of which were issued and outstanding as of June 30, 2026.

Series D Preferred Shares are convertible to common stock on a one -for- thirty basis, representing approximately 9,363 shares of common stock upon conversion.

Series D Preferred Shares are not callable by the Company.

4 unchanged sentences

The holder of Series D Preferred Shares has the option to convert said shares to common stock at the holder’s discretion.

Share Repurchase Program

On November 9, 2022, the Company’s Board of Directors authorized a share repurchase program that allows the Company to repurchase up to $ 1.0 million of the Company’s common stock beginning November 17, 2022, and continuing through and including November 17, 2023.

A previously disclosed, on June 16, 2023, the Company terminated the share repurchase program, effective immediately, in order to comply with Regulation M under the Exchange Act.

The shares could have been repurchased from time to time in the open market or privately negotiated transactions or by other means in accordance with applicable state and federal securities laws.

The timing, as well as the number and value of shares repurchased under the program, could have been determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s common stock, the market price of the Company’s common stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations.

On December 21, 2022, the Company’s Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”) expiring December 20, 2023 and declared a dividend of one preferred share purchase right for each outstanding share of common stock to stockholders of record on January 5, 2023 to purchase from the Company one one -thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.001 per share, of the Company for an exercise price of $ 58.00 once the rights become exercisable, subject to the terms of and adjustment as provided in the related rights agreement.

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 extended the Final Expiration Date (as defined in the Rights Plan) to December 20, 2024.

1 to the 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.

2 to the Rights Agreement between the Company and the Rights Agent, which extended 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.

On December 12, 2025, the Company entered into Amendment No.

3 to the Rights Agreement between the Company and the Rights Agent, which extended the Final Expiration Date to December 20, 2026.

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

6 unchanged sentences

Canceled or expired

( 3 ) 154 ( 194 ) —

Outstanding at June 30, 2025

3 unchanged sentences

Outstanding at June 30, 2026

77 $ 69.04 $ 3,553 0.63

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

18 unchanged sentences

Total Outstanding

Shelf Registration Statement

On January 28, 2026, the Company filed a shelf registration statement on Form S- 3 (File No.

333 - 293023 ), declared effective on January 30, 2026, by the SEC, which included a base prospectus that allows the Company to offer and sell, from time to time, in one or more offerings, common stock, preferred stock, debt securities, warrants, rights or units up to an aggregate public offering price of $ 30 million.

On June 3, 2026, the Company filed a prospectus supplement (the “Prior Prospectus Supplement”) to the prospectus dated January 30, 2026, relating to the offer and sale of our common stock under the ATM Program, whereby we initially registered an aggregate offering price of approximately $ 24.4 million shares of our common stock.

On June 30, 2026, the Company filed a shelf registration statement on Form S- 3 (File No.

333 - 297144 ), declared effective on July 7, 2026 ( the “Registration Statement”) by the SEC, which included a base prospectus that allows the Company to offer and sell, from time to time, in one or more offerings, common stock, preferred stock, debt securities, warrants, rights or units up to an aggregate public offering price of $ 200 million.

On August 19, 2026, the Company filed a prospectus supplement to the Registration Statement to increase the remaining shares of our common stock available for issuance under the ATM Agreement to $ 50 million, which and replaced and superseded in its entirety, the Prior Prospectus Supplement.

As of September 23, 2026, we have sold 258,856 shares of our common stock under the ATM Program for gross proceeds of approximately $ 7.9 million.

( 8 ) Business Risk and Credit Risk Concentration Involving Cash

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

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”).

During fiscal year ended June 30, 2026, three customers individually accounted for more than 10% of the Company’s total revenue.

Revenue from these customers was approximately $ 265 thousand ( 29 %), $ 219 thousand ( 24 %), and $ 201 thousand ( 22 %), respectively.

The Company operates as a single reporting segment.

Additionally, the material amount of the Company's receivables was comprised by four companies for the fiscal year ended June 30, 2026 and two companies for the fiscal year ended June 30, 2025.

The Company maintains funds in bank accounts that may exceed the limit insured by the Federal Deposit Insurance Corporation.

The risk of loss attributable to these uninsured balances is mitigated by depositing funds in what the Company believes to be high credit quality financial institutions.

1 unchanged sentence

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.

These balances as of June 30, 2026, are $ 7.8 million across three financial institutions.

The Company’s ability to raise capital through its ATM program depends on market conditions, trading volume, and other factors beyond its control.

Sales under the program may result in dilution to existing stockholders, and the availability of additional shares for issuance could create an overhang on the Company’s common stock.

If market conditions are unfavorable, the Company may not be able to access the program on attractive terms, or at all.

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

5 unchanged sentences

156,628 $ 14.18

131,840 10.01

Canceled or expired

2 unchanged sentences

213,113 $ 12.35

( 40,770 ) 8.42

Canceled or expired

2 unchanged sentences

193,656 $ 11.67

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.

The aggregate intrinsic value of all options outstanding at June 30, 2025 was $ 3 thousand.

Outstanding Contractual Exercise Exercisable Exercise

Options Weighted-

outstanding Average

Outstanding Contractual intrinsic Exercise Exercisable Exercise intrinsic

Range of exercise prices

Life (years) Price Price

Life (years) value Price Price value

$4.73 – $9.69

6 unchanged sentences

1,941 0.86 — 170.33 1,941 170.33 —

$4.73 – $175.50

193,656 7.72 403,695 $ 11.67 81,283 $ 16.92 44,355

Compensation costs recognized related to vested stock option awards during the years ended June 30, 2026 and 2025 were $ 527 thousand and $ 622 thousand, respectively.

At June 30, 2025 , there was $ 858 thousand of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted average period of 1.9 years.

As of June 30, 2026 , there was $ 389 thousand of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted average period of 1.5 years.

Restricted Stock

4 unchanged sentences

Canceled or expired

( 7,776 ) 10.97

Outstanding at June 30, 2025

2 unchanged sentences

Canceled or expired

( 7,776 ) 10.97

Outstanding at June 30, 2026

53,451 $ 8.42

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.

Compensation costs recognized related to vested restricted stock awards during the years ended June 30, 2026 and 2025 were $ 393 thousand and $ 208 thousand, respectively.

As of June 30, 2026 , there was $ 363 thousand of unrecognized compensation cost related to restricted stock, which is expected to be recognized over a weighted average period of 6.57 years.

Stock-based Compensation in Operating Expenses

4 unchanged sentences

Selling, Administration and General

$ 665 $ 1,364

Research & Development

$ 830 $ 1,478

Fair Value of Stock-Based Compensation

24 unchanged sentences

As of June 30, 2026 and 2025, the Company had established a full valuation allowance against all of its net deferred tax assets.

For the fiscal years ended June 30, 2025, and 2024, the Company incurred losses from operations in the amount of $ 13.8 million and $ 11.7 million, respectively.

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

For the fiscal years ended June 30, 2026, 2025, and 2024, the Company incurred losses from operations in the amount of $ 14.4 million, $ 13.8 million, and $ 11.7 million, respectively.

The effective tax rates for fiscal years 2026, 2025, and 2024 were ( 0.03 %), ( 0.01 %), and ( 0.01 %), respectively.

There is materially no current state tax expense.

7 unchanged sentences

State and local

Total current tax expense

Total current tax benefit/ (expense)

$ ( 3 ) $ ( 2 )

1 unchanged sentence

Total deferred tax benefit/ (expense)

Total tax expense

Total tax benefit/ (expense)

$ ( 4 ) $ ( 2 )

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

The $ 3 thousand and $ 2 thousand of current state tax expense for the June 2026 and 2025 years, respectively, relate to state minimum taxes.

Net Cash Paid for Income Taxes

The following table presents the net cash paid by the Company for income taxes during the year ended June 30, 2026:

(In thousands) 2026

Massachusetts $ 3

The table below provides the income tax rate reconciliation for the year ended June 30, 2025, prepared in accordance with the disclosure requirements in effect prior to the Company's adoption of ASU 2023 - 09.

As the Company adopted ASU 2023 - 09 on a prospective basis, the rate reconciliation for periods prior to the year ended June 30, 2025 has not been recast to reflect the updated categories and disaggregation requirements of ASU 2023 - 09.

Summary of Significant Accounting Policies—Recent Accounting Pronouncements for additional details on the adoption of ASU 2023 - 09

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

Federal statutory rate to the loss before income taxes to the actual amount of income tax benefit recognized follows:

Federal statutory rate to the loss before income taxes to the actual amount of income tax benefit for the June, 2025 year follows:

Reconciliation of Income Tax Expense (Benefit) at the U.S.

Federal Statutory Rate to Income Tax Expense (Benefit)

Year Ended June 30,

1 unchanged sentence

Expected benefit

$ 2,908 $ 2,449

State tax expense

Change in valuation allowance

( 3,127 ) ( 2,465 )

Stock-based compensation

( 118 ) ( 271 )

Prior year true-up

1 unchanged sentence

Other permanent items

Total income expense

Total income tax benefit/ (expense)

The table below provides the updated requirements of ASU 2023 - 09 for 2026.

See Summary of Significant Accounting Policies - Recent accounting pronouncements for additional details on the adoption of ASU 2023 - 09.

The effective income tax rate for the year ended June 30, 2026 differs from the statutory federal income tax rate as follows (in thousands, except percentages):

Reconciliation of Income Tax Expense (Benefit) at the U.S.

Federal Statutory Rate to Income Tax Expense (Benefit) Year Ended June 30,

Tax at Federal Statutory Rate ( 3,029 ) 21 %

State and local income tax, net of federal (national) income tax effect (1)

Foreign tax effects:

Effect of cross-border tax laws

Federal R&D Credit

( 187 ) 1.30 %

Changes in valuation allowances

2,973 ( 20.62 )%

Nontaxable or nondeductible items

Changes in unrecognized tax benefits (report all jurisdictions)

Other adjustments

Expiration of NOL and Charitable Contribution C/O

264 ( 1.83 )%

Other ( 89 ) 0.62 %

Provision (Benefit) for Income Taxes

( 1 ) State taxes in Massachusetts and Oregon made up the majority (greater than 50% ) of the tax effect in this category.

Deferred Tax Assets and Liabilities

11 unchanged sentences

Stock-based compensation

Property and equipment, principally due to differences in depreciation

Total gross deferred tax assets

16 unchanged sentences

The valuation allowance increased by approximately $ 3 million for the year ended June 30, 2026.

The Company has $ 1 thousand net deferred tax liability due to a deferred tax liability on an indefinite lived intangible asset as of June 30, 2026.

At June 30, 2026, the Company had net operating loss carryforwards of approximately $ 113.5 million with approximately $ 36.5 million ($ 7.7 million, tax effected) for federal income tax purposes that are available to offset future regular taxable income set to expire between the years of 2026 and 2037.

26 unchanged sentences

For the years ended June 30, 2026 and 2025, 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.

Related Party Transactions

Compensation to a related party consultant, Jordan Dinwiddy, son-in-law of the Company's Chief Executive Officer, for the years ended June 30, 2026 and 2025, consisted of consulting fees approximately $ 290 thousand and $ 235 thousand, respectively.

Dinwiddy was engaged as a software consultant.

All fees paid or accrued under this consulting arrangement were recorded as research and development expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

( 14 ) Subsequent Events

Management has determined there are no subsequent events to report through September 26, 2025.

At-the-Market Offering Program ( “ ATM ” )

Subsequent to June 30, 2026, the Company filed a prospectus supplement pursuant to which the Company may offer and sell up to $ 50.0 million of shares of its common stock through H.C.

Wainwright & Co., LLC, acting as sales agent.

This prospectus supplement replaced and superseded the Company's prior at-the-market offering prospectus supplement filed in June 2026.

As of August 6, 2026, the Company had issued 86,876 shares, under the ATM program, generating gross proceeds of approximately $ 921 thousand.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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