What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2025-05-01 compared with 2025-01-30 · 38 added, 49 removed, 24 unchanged (78% of the section changed)

1 unchanged sentence

Trading Arrangements and Policies

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.

During the quarter ended March

31, 2025, one of our directors, Nicholas Swenson, terminated a “Rule 10b5-1 trading arrangement” as such term is defined in

Item 408(a) of Regulations S-K.

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 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).

10.1 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).

6 to Amended and restated Credit Agreement dated April 8, 2025, by and between

Pro-Dex, Inc.

and UMB Bank, N.A.

D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to Minnesota Bank

and Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 11, 2025).

10.2 Second Amended and restated revolving Credit Note dated April 8, 2025, made by Pro-Dex, Inc.

in favor of UMB Bank, N.A.

D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to Minnesota Bank and Trust,

a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 11, 2025)

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

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

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

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

3 unchanged sentences

PRO-DEX, INC.

January 30, 2025

/s/ Richard L.

1 unchanged sentence

(principal executive officer)

January 30, 2025

/s/ Alisha K.

3 unchanged sentences

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).

10.1 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.

6 to Amended and restated Credit Agreement dated April 8, 2025, by and between

Pro-Dex, Inc.

and UMB Bank, N.A.

D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to Minnesota Bank

and Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 11, 2025).

10.2 Second amended and restated revolving Credit Note dated April 8, 2025, made by Pro-Dex, Inc.

in favor of UMB Bank, N.A.

D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to Minnesota Bank and Trust,

a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 11, 2025)

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

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

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