What changed in this filing

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Item 5. Other Information

2025-01-30 compared with 2024-10-31 · 49 added, 16 removed, 24 unchanged (73% of the section changed)

1 unchanged sentence

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

On November 11, 2024, one of our

directors, Nicholas Swenson, adopted a “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulations

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

This trading arrangement commences on February

14, 2025, terminates on May 15, 2026, unless earlier terminated in accordance with its terms, and covers the disposition of up to 46,000

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 S-K.

Exhibit Description

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

10.1 Form of Restricted Shares Award Agreement by and between Pro-Dex, Inc.

and non-employee directors and

select employees dated November 20, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed

November 25, 2024).

10.2 Amendment No.

5 to Amended and Restated Credit Agreement dated December 23, 2024, by and between 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).

Form 8-K filed December 27, 2024).

10.3 Amendment and Restated Revolving Credit Note dated December 23, 2024, made by Pro-Dex, Inc.

Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Form

8-K filed December 27, 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.

13 unchanged sentences

PRO-DEX, INC.

October 31, 2024

January 30, 2025

/s/ Richard L.

1 unchanged sentence

(principal executive officer)

January 30, 2025

/s/ Alisha K.

Chief Financial Officer

(principal financial officer and principal accounting officer)

(principal financial officer and principal

accounting officer)

Exhibit Description

10.1 Form of Restricted Shares Award Agreement by and between Pro-Dex, Inc.

and non-employee directors and

select employees dated November 20, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed

November 25, 2024).

10.2 Amendment No.

5 to Amended and Restated Credit Agreement dated December 23, 2024, by and between 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 December 27, 2024).

10.3 Amendment and Restated Revolving Credit Note dated December 23, 2024, made by Pro-Dex, Inc.

Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Form

8-K filed December 27, 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.

31.2 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.

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

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

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)

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-Q

Item 5. Other Information