What changed in this filing

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Item 5. Other Information

2024-10-31 compared with 2024-05-02 · 27 added, 24 removed, 13 unchanged (80% of the section changed)

OTHER INFORMATION

Insider Trading Arrangements and Policies

During the quarter ended

March 31, 2024, no director or officer of the Company adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item

408(a) of Regulation S-K.

Trading Arrangements and Policies

September 20, 2024, one of our directors, Ray Cabillot, through Farnam Street Partners, adopted a “Rule 10b5-1 trading arrangement”

as such term is defined in Item 408(a) of Regulations S-K.

This trading arrangement is intended to satisfy the Rule 10b5-1 affirmative

This trading arrangement commences on January 9, 2025, terminates on December 31, 2025, unless earlier terminated in accordance

with its terms, and covers the disposition of up to 90,000 shares of our common stock.

The remaining terms of the trading arrangement

are confidential.

No additional directors or officers informed us of the adoption , modification or termination of a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation

Exhibit Description

10.1 Amendment No 4 to Amended and Restated Credit Agreement dated July 31, 2024 by and between Pro-Pro-Dex,

and Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s

Form 8-K filed August 5, 2024).

10.2 Promissory Note dated July 31, 2024 made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust, a division

of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed August 5, 2024).

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Pursuant to the requirements of the Securities Exchange

Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

PRO-DEX, INC.

October 31, 2024

/s/ Richard L.

4 unchanged sentences

(principal financial officer and principal accounting officer)

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.