What changed in this filing

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Item 9A. Controls and Procedures

2021-09-21 compared with 2020-09-08 · 131 added, 110 removed, 408 unchanged (37% of the section changed)

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This annual report does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting.

Management’s report was not subject to attestation by our registered accounting firm pursuant to §989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts the Company from the requirement that it include an attestation report of the Company’s registered public accounting firm regarding internal controls over our management’s assessment of internal controls over financial reporting.

requirement that it include an attestation report of the Company’s registered public accounting firm regarding internal controls over our management’s assessment of internal controls over financial reporting.

Other Information

Directors, Executive Offic ers, and Corporate Governance

Directors, Executive Officers, and Corporate Governance

The following sets forth information concerning members of the Board of Directors:

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Chairman and Chief Executive Officer of Astrotech Corporation

Founder and CEO, Waterloo Medical Solution, LLC

Principal, Family Asset Management, LLC

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Chairman and Chief Executive Officer of Astrotech Corporation

Pickens currently serves as Chairman of the Board and Chief Executive Officer of Astrotech Corporation (Nasdaq:

ASTC) and has held that position since January 2007.

Pickens currently serves as Chairman of the Board and Chief Executive Officer of Astrotech Corporation and has held that position since January 2007.

Pickens also currently serves as CEO of the Astrotech subsidiaries AgLAB Inc., BreathTech Corporation, and Astral Images Inc.

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From 2004 to 2006, he was the Co-Chairman of the Equity Committee during the bankruptcy of Mirant Corp.

Pickens is currently the Chairman of the Board of Astrotech Corporation, 1 st Detect Corporation, AgLAB, Inc., and BreathTech Corporation and was the Chairman of the Board of Xplore Technologies Corporation (Nasdaq:

Pickens is currently the Chairman of the Board of Astrotech Corporation, Astrotech Technologies, Inc., 1 st Detect Corporation, AgLAB, Inc., and BreathTech Corporation.

He also currently serves on the board of NaturalShrimp Incorporated (OTC:

Pickens was previously the Chairman of the Board of Xplore Technologies Corporation (Nasdaq:

XPLR) until it was sold to Zebra Technologies (Nasdaq:

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(Nasdaq) and was the New York chapter Chairman of United Shareholders Association, a shareholders’ rights organization.

CEO, Direct Biologics, LLC

Adams is the co-founder and Chief Executive Officer of Waterloo Medical Solution, LLC which began operations in 2016.

Prior to this in 2009, he co-founded SOZO Global.

Inc., a specialty based nutritional products company and served as the company’s Chairman and Chief Executive Officer from 2011 until it was sold in 2016.

Prior to that in 2003, Mr.

Adams founded and ran as Chairman and Chief Executive Officer, Advocate, MD Financial Group, Inc., a leading Texas-based medical liability insurance holding company which he sold in 2009 and continued to run as Chief Executive Officer through 2011.

Adams is also a founding partner in several other companies.

Some of the companies he founded and currently owns include Murphy Adams Restaurant Group, Inc.

which he co-founded in 2007, and which owns and is rapidly expanding Mama Fu’s Asian House restaurants throughout the United States and the Middle East.

Adams co-founded Kind Health, LLC which is a unique online application driven health insurance curator.

Also in 2008, Mr.

Adams co-founded Small Business United, LLC, a non-profit organization that supports small businesses.

In the last three years, Mr.

Adams co-founded Olympic Capital Partners, LLC, a focused real estate investment fund, Direct Sales Forge, LLC a specialty software development company, and Direct Mobile, LLC a mobile application development company.

Adams brings to our Board a wide range of experience in business with a particular focus on entrepreneurism.

He has brought his diversity of thought to the Board of Directors since 2007, which positions him as the longest tenured director other than Mr.

As stated above, Mr.

Adams serves as a director for several public and private companies, including Astrotech, providing the Board with expertise in management and corporate governance.

Adams serves on the Corporate Governance and Nominating Committee.

Adams has been married to his wife Melissa for 30 years and they live in Austin, Texas along with their three sons.

Principal, Family Asset Management, LLC

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In addition, Mr.

Cantwell serves as Chairman and Chief Executive Officer of Catalyst Group, Inc., and spent nineteen years in public accounting, most recently as a Tax Partner in the Ernst & Young, LLP Dallas office.

Cantwell spent nineteen years in public accounting, most recently as a Tax Partner in the Ernst & Young, LLP Dallas office.

Cantwell graduated with honors from the University of Wisconsin in Madison and is licensed as a certified public accountant.

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Chief Executive Officer, Sonim Technologies

Wilkinson is the Chief Executive Officer of Sonim Technologies ( Nasdaq :SONM) and the former Chief Executive Officer of Cipherloc Corporation (OTCBB:CLOK), where he continues to serve as Chairman of the Board and the former Chief Executive Officer of Xplore Technologies Corp.

Wilkinson is a professional advisor and consultant through his business, Wilkinson & Company, which he founded in 2014 to provide turn around, M&A and business growth advisory services.

He has served as the Chief Executive Officer of Sonim Technologies (Nasdaq:SONM) and Cipherloc Corporation (OTCBB:CLOK), and continues to serve as Chairman of the Board for Cipherloc.

He was also the former Chief Executive Officer of Xplore Technologies Corp.

(Nasdaq:XPLR) which was sold to Zebra Technologies in July 2018.

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Executive Officers of the Company

Set forth below is a summary of the background and business experience of the executive officers of the Company:

Set forth below is a summary of the background and business experience of the other executive officer of the Company:

Age as of June 30, 2021

Chief Financial Officer, Treasurer and Secretary

Rajesh Mellacheruvu

Vice President and Chief Operating Officer

Chief Financial Officer, Treasurer and Secretary

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He has also helped numerous companies raise start-up or growth capital.

Stober began his professional career working for both The Ayco Company, a subsidiary of Goldman Sachs Company (NYSE:

Stober began his professional career working for both The Ayco Company, which was acquired by Goldman Sachs (NYSE:

GS), and Lehman Brothers (formerly NYSE:

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He also has an undergraduate degree in Finance from the University of Illinois where he graduated with honors.

Rajesh (Raj) Mellacheruvu

Chief Executive Officer of 1 st Detect, Vice President and Chief Operating Officer

Rajesh Mellacheruvu has been Vice President and Chief Operating Officer of the Company since February 2015 and is also serving as the Chief Executive Officer of 1 st Detect.

Prior to joining the Company, Mr.

Mellacheruvu was the Managing Director of Noumenon Consulting, Inc., providing consultant services on product strategy, management and business operation to 1 st Detect, a subsidiary of the Company, since 2013.

Mellacheruvu was previously employed by ClearCube Technology, Inc.

as Vice President of Products Development and Strategy, Omega Band as an Engineer, and Advance Micro Devices as a Product Development Engineer.

Mellacheruvu has an MBA in Business Strategy and Finance from Kellogg School of Management at Northwestern University, a Masters in Electrical Engineering from Texas A&M University and a Bachelor’s degree in Electronics and Communication Engineering from Osmania University.

The Company currently has no other named executive officers.

Rajesh Mellacheruvu served as the Company’s Chief Operating Officer until his resignation effective April 30, 2021, and that position remains vacant as of the date of this filing.

Board of Directors

The Board held a total of eight meetings during fiscal 2020 and acted eleven times by written consent.

The Board held a total of seven meetings during fiscal 2021 and acted seventeen times by written consent.

All of our directors are expected to attend each meeting of our Board and the committees on which they serve and are encouraged to attend annual shareholder meetings, to the extent reasonably possible.

All directors attended 95% of the aggregate of the meetings of our Board and committees on which they served in fiscal 2021 held during the period in which they served as directors.

All five of the directors attended our 2019 annual meeting of shareholders.

All four of the directors attended our 2020 annual meeting of shareholders.

Director Nomination Process

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The Audit Committee is composed solely of independent directors that meet the requirements of Nasdaq and SEC rules and operates under a written charter adopted by the Audit Committee and approved by the Board of Directors.

The charter is available on the Company’s website at www.astrotechcorp.com under the heading “For Investors.” The Audit Committee is responsible for appointing and compensating a firm of independent auditors to audit the Company’s financial statements, as well as oversight of the performance and review of the scope of the audit performed by the Company’s Independent Registered Public Accounting Firm.

The charter is

available on the Company’s website at www.astrotechcorp.com under the heading “For Investors.” The Audit Committee is responsible for appointing and compensating a firm of independent auditors to audit the Company’s financial statements, as well as oversight of the performance and review of the scope of the audit performed by the Company’s Independent Registered Public Accounting Firm.

The Audit Committee also reviews audit plans and procedures, changes in accounting policies, and the use of the independent auditors for non-audit services.

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Meetings to determine the compensation of any officer of the Company other than the CEO may be attended by the CEO, but the CEO may not vote on these matters.

The Compensation Committee also administers the Company’s 2011 Stock Incentive Plan and 2008 Stock Incentive Plan in accordance with the terms and conditions set forth in those plans.

The Compensation Committee also administers the Company’s 2021 Omnibus Equity Incentive Plan in accordance with the terms and conditions set forth in that plan.

As of the end of fiscal year 2021, the Compensation Committee consisted of Messrs.

Wilkinson (Chairman), Russler, and Cantwell.

During fiscal year 2020, the Compensation Committee met one time.

During fiscal year 2021, the Compensation Committee met two times.

Corporate Governance and Nominating Committee

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The charter is available on the Company’s website at www.astrotechcorp.com under the heading “For Investors.” The primary purpose of the Corporate Governance and Nominating Committee is to provide oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board of Directors members and recommending director nominees for the next Annual Meeting of Shareholders.

As of the end of fiscal year 2020, the Corporate Governance and Nominating Committee consisted of Messrs.

Russler (Chairman), Adams, and Wilkinson.

of the end of fiscal year 20 21 , the Corporate Governance and Nominating Committee consisted of Messrs.

Russler (Chairman), Cantwell , and Wilkinson.

During fiscal year 20 21 , the Corporate Governance and Nominating Committee did not meet.

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Involvement in Certain Legal Proceedings

None of our directors or executive officers has been involved in any legal proceeding in the past 10 years that would require disclosure under Item 401(f) of Regulation S-K promulgated under the Securities Act.

None of our directors or executive officers has been involved in any legal proceeding in the past ten years that would require disclosure under Item 401(f) of Regulation S-K promulgated under the Securities Act.

Executive Compensation

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The amounts in this column include the following:

supplemental disability insurance premiums, cellular telephone service allowances, matching contributions under our 401(k) savings plan, and payments associated with a car allowance for Mr.

cellular telephone service allowances;

matching contributions under our 401(k) savings plan;

premiums for insurance plans including, but not limited to, medical, dental, vision, and life;

and payments associated with a car allowance for Mr.

Effective April 20, 2021, Mr.

Mellacheruvu resigned from his positions as the Company’s Vice President and Chief Operating Officer and as Chief Executive Officer of the 1 st Detect subsidiary,

Employment Agreements

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None of the other NEOs are party to an employment agreement.

Regarding Ongoing Compensation of Mr.

Pickens and Mr.

On March 17, 2021, the Compensation Committee approved a structure to establish a cash bonus and annual equity incentive grants for Mr.

Pickens and Mr.

The purpose of this structure is to provide for retention, encourage high levels of performance, align the interests of executives with shareholders, and reduce the uncertainty that existed in their compensation arrangements.

The structure is as follows:

Cash Bonus **

Equity Incentive**

0-100% of Salary

0-50% of Salary

0-100,000 Shares

* To be set annually at the beginning of each fiscal year.

** To be determined annually after the end of each fiscal year.

Cash Bonus Awards

During fiscal years 2020 and 2019, no cash bonus awards were given to the NEOs.

During fiscal year 2021, the Compensation Committee awarded bonuses to NEOs and employees in recognition of individual performance.

Each NEO’s maximum bonus is outlined in the table above, subject to Compensation Committee discretion.

During fiscal year 2020, no cash bonus awards were given to NEOs or employees.

Long-Term Equity Compensation Awards

The Compensation Committee has the authority to grant equity compensation awards under our 2011 Stock Incentive Plan (the “2011 Stock Incentive Plan”).

Summary of the 2011 Stock Incentive Plan

The 2011 Stock Incentive Plan permits the discretionary award of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and incentive awards.

Any employee or consultant of the Company (or its subsidiaries) or a director of the Company who, in the opinion of the Compensation Committee, is in a position to contribute to the growth, development, or financial success of the Company, is

eligible to participate in the 2011 Stock Incentive Plan.

In any calendar year, no covered employee described in Section 162(m) of the Internal Revenue Code may be granted (in the case of stock options and stock appreciation rights), or have vest (in the case of restricted stock or other stock-based awards), awards relating to m ore than 160,000 shares of Common Stock, and the maximum aggregate cash payout with respect to incentive awards paid in cash to such covered employees may not exceed $5,000,000.

The maximum number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2011 Stock Incentive Plan is 3,012,197 shares of common stock.

Any shares subject to an award under the 2011 Stock Incentive Plan that are forfeited or terminated, expire unexercised, lapse or are otherwise canceled in a manner such that the shares of common stock covered by such award are not issued may again be used for awards under the 2011 Stock Incentive Plan.

A maximum of 3,012,197 shares of common stock may be issued upon exercise of incentive stock options.

The maximum number of shares deliverable pursuant to awards granted under the 2011 Stock Incentive Plan is subject to adjustment by the Compensation Committee in the event of certain dilutive changes in the number of outstanding shares.

Under the 2011 Stock Incentive Plan, the Company may issue authorized but unissued shares, treasury shares, or shares purchased by the Company on the open market or otherwise.

In addition, the number of shares of common stock available for future awards is reduced by the net number of shares issued pursuant to an award.

On June 29, 2020, the Board of Directors approved an amendment to the 2011 Stock Incentive Plan to increase the aggregate number of shares of our common stock available under the 2011 Stock Incentive Plan by an additional 1,500,000 shares of common stock.

This increased the number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2011 Stock Incentive Plan from 1,512,197 to 3,012,197 shares.

Our stockholders approved the amendment at the 2019 annual shareholders’ meeting.

On May 26, 2021 (the “Effective Date”), at the 2020 Annual Meeting of Shareholders, the shareholders of the Company voted to adopt the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”).

We currently maintain the 2011 Stock Incentive Plan (the “Prior Plan”), however, following the Effective Date, no further awards may be issued under the Prior Plan, but all awards under the Prior Plan that are outstanding as of the Effective Date will continue to be governed by the terms, conditions, and procedures set forth in the Prior Plan and any applicable award agreement.

Summary of the 2021 Plan

The 2021 Omnibus Equity Incentive Plan permits the discretionary award of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and incentive awards.

The 2021 Plan permits the plan administrator to select the eligible recipients who will receive awards, to determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award, the number of shares of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable to an award, and to amend the terms and conditions of outstanding awards.

In any calendar year, no covered employee described in Section 162(m) of the Internal Revenue Code may be granted (in the case of stock options and stock appreciation rights), or have vest (in the case of restricted stock or other stock-based awards), awards relating to more than 160,000 shares of Common Stock, and the maximum aggregate cash payout with respect to incentive awards paid in cash to such covered employees may not exceed $5,000,000.

No participant who is a director, but is not also an employee or consultant, of the Company shall receive awards under the 2021 Plan and be paid cash compensation during any calendar year that exceed, in the aggregate, $250,000 in total value.

The maximum number of shares of common stock reserved and available for issuance under the 2021 Plan will be equal to the sum of (i) 1,500,000 shares of common stock;

(ii) the number of shares of common stock reserved, but unissued under the Prior Plan;

(iii) the number of shares of common stock underlying forfeited awards under the Prior Plan;

and (iv) an annual increase on the first day of each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the 2021 Plan, equal to the lesser of (A) five percent (5%) of the shares of common stock outstanding (on an as-converted basis, which shall include shares of common stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of common stock, including without limitation, preferred stock, warrants or employee options to purchase any shares of common stock) on the final day of the immediately preceding calendar year and (B) such lesser number of shares of common stock as determined by our board of directors;

provided that shares of common stock issued under the 2021 Plan with respect to an Exempt Award will not count against the share limit.

We use the term “Exempt Award” to mean (i) an award granted in the assumption of, or in substitution for, outstanding awards previously granted by another business entity acquired by us or any of our subsidiaries or with which we or any of our subsidiaries merge, or (ii) an award that a participant purchases at fair market value.

No more than 1,500,000 shares of common stock (as increased on an annual basis, on the first day each calendar year beginning with the first January 1 following the Effective Date and ending with the last January 1 during the initial ten-year term of the Plan, by the lesser of (A) five percent (5%) of the shares of common stock outstanding (on an as-converted basis, which shall include shares of common stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of common stock, including without limitation, preferred stock, warrants or employee options to purchase any shares of common stock) on the final day of the immediately preceding calendar year, (B) 1,500,000 shares of common stock, and (C) such lesser number of shares of common stock as determined by our board of directors) shall be issued pursuant to the exercise of incentive stock options.

New shares reserved for issuance under the 2021 Plan may be authorized but unissued shares of Company’s common stock or shares of Company’s common stock that will have been or may be reacquired by us in the open market, in private transactions or otherwise.

If any shares of Company’s common stock subject to an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a distribution of shares to the participant, the shares of Company common stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration , again be available for awards under the Plan except that any shares of Company common stock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award will not again be available for awards under the Plan.

If an award is denominated in shares of Company’s common stock, but settled in cash, the number of shares of common stock previously subject to the award will again be available for grants under the 2021 Plan.

If an award can only be settled in cash, it will not be counted against the total number of shares of common stock available for grant under the 2021 Plan.

However, upon the exercise of any award granted in tandem with any other awards, such related awards will be cancelled as to the number of shares as to which the award is exercised and such number of shares of Company’s common stock will no longer be available for grant under the 2021 Plan.

As exhibited by our responsible use of equity over the past several years and good corporate governance practices associated with equity and executive compensation practices in general, the stock reserved under the 2021 Plan will provide us with the platform needed for our continued growth, while managing program costs and share utilization levels within acceptable industry standards.

Outstanding Equity Awards at the End of Fiscal Year 2021

The following table shows certain information about equity awards as of June 30, 2021:

Option Awards (1)

Number of Securities Underlying Unexercised Options Exercisable (#)(2)

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Amount Vested (#)

Rajesh Mellacheruvu

401(k) Savings Plan

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Astrotech’s director compensation program consists of cash-based as well as equity-based compensation.

The Board of Directors recognizes that cash compensation is an integral part of the compensation program and has instituted a fixed and variable fee structure to provide compensation relative to the required time commitment of each director.

The equity component of Astrotech’s director compensation program is designed to build an ownership stake in the Company while conveying an incentive to directors relative to the returns recognized by our shareholders.

Cash-Based Compensation

The Company’s directors, other than the Chairman of each the Audit, Compensation, and Corporate Governance and Nominating Committees, earn an annual stipend of $40,000.

The Chairman of the Audit Committee earns an annual stipend of $55,000, the Chairman of the Compensation Committee earns an annual stipend of $47,500, and the Chairman of the Corporate Governance and Nominating Committee earns an annual stipend of $45,000, recognizing the additional duties and responsibilities of each of those roles.

These stipends are generally paid on a biannual basis.

During fiscal year 2020, the Board of Directors agreed to defer their annual stipend for the entire fiscal year along with meeting fees beginning in the fourth quarter of the fiscal year.

In addition, each non-employee director earns a meeting fee of $4,000 for each meeting of the Board of Directors attended by such director in person and $1,500 by conference call.

The Chairman of the Audit Committee earns $1,250 for attendance at Audit Committee meetings in person or by conference call;

all other members of the Audit Committee earn $1,000 for attendance at meetings in person or by conference call.

The Chairman of the Compensation Committee earns $1,000 for attendance at Compensation Committee meetings in person or by conference call;

all other members of the Compensation Committee earn $750 for attendance at meetings in person or by conference call.

The Chairman of the Corporate Governance and Nominating Committee earns $1,000 for attendance at Corporate Governance and Nominating Committee meetings in person or by conference call;

all other members of the Corporate Governance and Nominating Committee earn $750 for attendance at meetings in person or by conference call.

Effective January 4, 2021, the Company’s directors, other than the Chairman of the Audit Committee, earn an annual cash stipend of $30,000.

The Chairman of the Audit Committee earns an annual stipend of $38,500, recognizing the additional duties and responsibilities of this role.

These stipends are generally paid on a quarterly basis.

All directors are reimbursed ordinary and reasonable expenses incurred in exercising their responsibilities in accordance with the Business Expense Reimbursement policy applicable to all employees of the Company.

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Already vested shares do not expire upon termination of the director’s term on the Board of Directors.

Effective January 4, 2021, the Company’s directors earn equity-based compensation of $50,000 annually.

Pension and Benefits

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The Company is party to indemnification agreements with each of its directors and executive officers that require the Company to indemnify the directors and executive officers to the fullest extent permitted by Delaware state law.

The Company’s Certificate of Incorporation also requires the Company to indemnify both the directors and executive officers of the Company to the fullest extent permitted by Delaware state law.

The Company’s Certificate of Incorporation also require the Company to indemnify both the directors and executive officers of the Company to the fullest extent permitted by Delaware state law.

Fiscal Year 2021 Non-Employee Director Compensation Table

The table below provides the number of outstanding stock options and unvested restricted stock held by each non-employee director as of June 30, 2019.

The table below provides the compensation earned or paid in cash or stock awards to each non-employee director as of June 30, 2021.

Fees Earned or Paid in Cash ($)

Mark Adams (1)

Tom Wilkinson

During fiscal year 2020, the Board of Directors agreed to defer their annual stipends along with meeting fees beginning in the fourth quarter.

Adams resigned from the Board of Directors on December 31, 2020.

The table below provides the number of outstanding stock options and unvested restricted stock held by each non-employee director as of June 30, 2021.

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Aggregate Number of Unvested Restricted Stock Shares Outstanding (#)

Mark Adams (1)

Tom Wilkinson

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth as of June 30, 2020 certain information regarding the beneficial ownership of outstanding common stock held by (i) each person known by the Company to be a beneficial owner of more than 5% of any outstanding class of the Company’s capital stock, (ii) each of the Company’s directors and director nominees, (iii) the Company’s Chief Executive Officer and two most highly compensated executive officers at the end of the Company’s last completed fiscal year, and (iv) all directors and executive officers of the Company as a group.

The following table sets forth as of June 30, 2021 certain information regarding the beneficial ownership of outstanding Common Stock held by (i) each person known by the Company to be a beneficial owner of more than 5% of any outstanding class of the Company’s capital stock, (ii) each of the Company’s directors and director nominees, (iii) the Company’s Chief Executive Officer and Chief Financial Officer at the end of the Company’s last completed fiscal year, and (iv) all directors and executive officers of the Company as a group.

Unless otherwise described below, each of the persons listed in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned by each party.

Name and Address of Beneficial Owners

Shares of Common Stock (#)

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Certain Beneficial Owners

Huckleberry Investments LLP (2)

Winn Interests, Ltd.

Heights Capital Management (2)

Non-Employee Directors:

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Named Executive Officers:

Rajesh Mellacheruvu

All Directors and Executive Officers as a Group (5 persons)

* Indicates beneficial owne rship of less than 1% of the outstanding shares of common stock.

* Indicates beneficial ownership of less than 1% of the outstanding shares of common stock.

Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934.

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As of June 30, 2021 , we had 49,450,558 shares of common stock outstanding.

Information based on Form 13G/A filed with the SEC by Huckleberry Investments LLP on February 10, 2020.

Huckleberry Investments LLP, is a fund manager based in the United Kingdom with its principal business conducted at 28 Devereux Lane, London, SW13 8DA, UK .

The applicable address for all non-employee directors and named executive officers is c/o Astrotech Corporation, 201 W.

5th Street, Suite 1275, Austin, Texas 78701.

Information based on shares owned as of our fiscal year 2019 proxy record date of May 8, 2020 and includes an additional 280,898 shares due to the co n version of Series C preferred shares on May 12, 2020.

E quity Compensation Plan Information

Information based on Form 13G filed with the SEC by Heights Capital Management on April 19, 2021.

Heights Capital Management is a is a private equity firm based in the United States with its principal business conducted at 101 California Street, Suite 3250, San Francisco, California, 94111 .

The applicable address for all non-employee directors and named executive officers is c/o Astrotech Corporation, 2028 E.

Ben White Blvd., Suite 240-9530, Austin, Texas 78741.

Equity Compensation Plan Information

The following table summarizes information, as of June 30, 2021, regarding our equity compensation plans pursuant to which grants of stock options, restricted stock, and other rights to acquire shares of the Company’s common stock may be granted from time to time.

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2011 Stock Incentive Plan

2021 Omnibus Equity Incentive Plan (1)

Equity compensation plans not approved by security holders:

Certain Relationships and Related Transactions

The total number of securities available for issuance under the 2021 Plan include 156,815 shares previously available under the Prior Plan.

Certain Relationships and Related Transactions and Director Independence

Related Party Transactions

During fiscal year 2020, the Company entered into two private placement transactions in the form of secured promissory notes totaling $2.5 million with Mr.

During fiscal year 2021, the Company held two secured promissory notes totaling $2.5 million with Mr.

Pickens, III, the Company’s Chief Executive Officer and Chairman of the Board of Directors.

Interest on the promissory notes accrues at 11% per annum.

The promissory notes originally matured on September 5, 2020;

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Pickens agreed to extend the maturity date of the promissory notes to September 5, 2021.

Interest on the promissory notes accrues at 11% per annum.

On September 3, 2021, the Company and Mr.

Pickens further amended the promissory notes.

See Note 17 for more information.

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The Company’s Independent Registered Public Accounting Firm

In June 2020, the Astrotech shareholders ratified Armanino LLP as independent registered public accounting firm to audit the Company’s financial statements.

In May 2021, the Astrotech shareholders ratified Armanino LLP as independent registered public accounting firm to audit the Company’s financial statements.

Audit fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, for the review of the interim condensed consolidated financial statements included in quarterly reports, services that are normally provided by Armanino LLP in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.

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The aggregate fees billed for the fiscal year 2020 for professional services rendered by Armanino LLP were $33,000.

The aggregate fees billed for the fiscal year 2019 for professional services rendered by BDO USA, LLP were $79,051.

Audit-Related Fees

There were no audit-related fees billed by or to be billed by Armanino LLP for the fiscal years ended June 30, 2020 and 2019.

Audit-related fees consist of fees for due diligence, comfort letters, and consents related to several equity offerings.

The aggregate fees billed by Armanino LLP for the fiscal year ended June 30, 2021 were $38,000.

There were no audit-related fees billed by Armanino for the fiscal year ended June 30, 2020.

Tax fees consist of tax compliance and preparation and other tax services.

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The aggregate fees billed for the fiscal year 2020 for professional services rendered by Armanino LLP were $4,740.

The aggregate fees billed for the fiscal year 2019 for professional services rendered by BDO USA, LLP were $1,020.

All Other Fees

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Requests for pre-approval of services must be detailed as to the particular services proposed to be provided and are to be submitted by the CFO.

Each request generally must include a detailed description of the type and scope of services, a proposed staffing plan, a budget of the proposed fee s for such services, and a general timetable for the performance of such services.

Each request generally must include a detailed description of the type and scope of services, a proposed staffing plan, a budget of the proposed fees for such services, and a general timetable for the performance of such services.

Exhibits, Financial Statement Schedules

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Certificate of Designations of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.3 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on December 28, 2017).

Certificate of Designations of Series C Convertible Preferred Stock, as filed with the Delaware Secretary of State on April 17, 2019.

(incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019).

Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, as filed with the Delaware Secretary of State on April 17, 2019.

(incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019).

Certificate of Designations of Series C Convertible Preferred Stock, as filed with the Delaware Secretary of State on April 17, 2019 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019).

Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, as filed with the Delaware Secretary of State on April 17, 2019 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 23, 2019).

Certificate of Amendment to the Certificate of Incorporation of Astrotech Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on July 1, 2020).

4 unchanged sentences

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)

Form of Placement Agent's Warrant, issued on October 30, 2020 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 30, 2020)

Form of Placement Agent's Warrant, dated February 16, 2021 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on February 16, 2021)

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)

Material Contracts

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).

Security Agreement, dated September 5, 2019, by and among the Company, certain of the Company’s subsidiaries and Thomas B.

8 unchanged sentences

Form of Securities Purchase Agreement, dated March 27, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 30, 2020).

Note, dated April 14, 2020, by and between Astrotech Corporation and Pioneer Bank SSB (incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 20, 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)

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)

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)

Securities Purchase Agreement, dated October 21, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 23, 2020)

Form of Securities Purchase Agreement, dated October 28, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on October 30, 2020)

At the Market Offering Agreement, dated December 18, 2020, by and between Astrotech Corporation and H.C.

Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on December 18, 2020)

Form of Securities Purchase Agreement, dated February 11, 2021 (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on February 16, 2021)

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)

Amended & Restated Underwriting Agreement, dated April 7, 2021, by and between Astrotech Corporation and H.C.

Wainwright & Co.

LLC (incorporated by reference to Exhibit 1.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on April 12, 2021)

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)

Subsidiaries of the Registrant

25 unchanged sentences

Chief Executive Officer

Principal Executive Officer

September 21, 2021

7 unchanged sentences

September 21, 2021

/s/ Mark Adams

September 8, 2020

/s/ Ronald W.

8 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 9A. Controls and Procedures