What changed in this filing

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Item 9A. Controls and Procedures

2025-09-04 compared with 2024-09-05 · 115 added, 147 removed, 183 unchanged (59% of the section changed)

3 unchanged sentences

concluded, based on their evaluation as of June 30, 2025, that the design and operation of our “disclosure controls and procedures”

(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) were

not effective at a reasonable assurance level to ensure that information required to be disclosed by us in the reports filed or submitted

by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

and forms, including to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act

is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to

allow timely decisions regarding required disclosure.

(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are effective

at a reasonable assurance level to ensure that information required to be disclosed by us in the reports filed or submitted by us under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,

including to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely

decisions regarding required disclosure.

Our management is responsible

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Sponsoring Organizations of the Treadway Commission in May 2013.

Based on this evaluation, and as a result of the material weaknesses

described below, our management concluded that our internal control over financial reporting was not effective as of June 30, 2024.

Based on this evaluation, our management concluded that our internal

control over financial reporting was effective as of June 30, 2025.

Our internal control over

9 unchanged sentences

on the financial statements.

Because of its inherent

limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of

effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

This Form 10-K does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

This Form 10-K does not include

an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that apply to certain smaller

reporting companies that permit us to provide only management’s attestation in this annual report.

Material Weaknesses

A material weakness is described as a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of a company’s annual and interim financial statements will not be prevented or detected on a timely basis.

The Company did not maintain

effective controls related to the existence of inventory.

In connection with our year-end procedures, we performed a full physical inventory

which contained errors.

Although we successfully completed our physical inventory observation and recorded all errors identified, based

on the material value of inventory we own, management determined that reliance on other compensating controls, including cycle counts

and controls related to inventory receipts and issuances, was insufficient to ensure that there is not a reasonable possibility that a

material misstatement of our annual or interim financial statements would not be prevented or detected in a timely basis.

These material weaknesses

did not result in any material misstatement in our financial statements or disclosures.

Management has concluded that our consolidated

financial statements included in this report present fairly, in all material respects, our financial position, results of operations,

and cash flows for the periods presented, in conformity with U.S.

Remediation Measures

To address the material

weakness related to controls over the existence of inventory, the Company will reinforce the following:

· Continue our robust cycle count

process which we implemented in the fourth quarter of fiscal 2024 for all of fiscal 2025

· Ensure adequate review and oversight

of cycle count procedures and results

· Providing training related to standard

operating procedures and internal controls to key stakeholders within the stockroom, material handling and operations teams.

Remediation Measures

related to the Valuation and Disclosure of Investments

As previously

disclosed, material weaknesses existed relating to the controls related to the valuation and disclosure of level 3 investments

during fiscal 2023 and level 2 investments during the three months ended December 31, 2023.

During fiscal 2024, we designed internal

controls related to valuation and disclosure of level 3 financial instruments pursuant to the guidance in ASC Topic, Derivatives

and Hedging, and determined that we did not hold any level 3 financial instruments as of June 30, 2024.

These new internal

controls will be applied to any future derivative or level 3 instrument that we receive.

We also designed and implemented internal

controls related to the review and approval of the valuation and disclosure of level 2 investments that were implemented during the

fourth quarter of fiscal 2024.

Remediation Measures Related

to the Controls over the Existence of Inventory

As previously disclosed, we

detected a material weakness related to controls over the existence of inventory during fiscal 2024.

During fiscal 2025 we hired a warehouse

manager, and we reinforced the following:

· Continued our robust cycle count process which

we implemented in the fourth quarter of fiscal 2024

· Ensured adequate review and oversight of cycle

count procedures and results

· Provided training related to standard operating

procedures and internal controls key to stakeholders within the stockroom, material handling and operations teams.

Changes in Internal Control

Over Financial Reporting

Except as discussed above,

during the quarter ended June 30, 2024, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f)

and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls

over financial reporting.

During the quarter ended June

30, 2025, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the

Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

Trading Arrangements and Policies

the quarter ended June 30, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required

by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of June 30,

2024, and delivered to shareholders in connection with our 2024 annual meeting of shareholders.

Insider Trading Arrangements

During the quarter ended June

30, 2025, 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.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days

of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

EXECUTIVE COMPENSATION

The information required

by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of June 30,

2024, and delivered to shareholders in connection with our 2024 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required

by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of June 30,

2024, and delivered to shareholders in connection with our 2024 annual meeting of shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required

by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of June 30,

2024, and delivered to shareholders in connection with our 2024 annual meeting of shareholders.

information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days

of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days

of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days

of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required

by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days of June 30,

2024, and delivered to shareholders in connection with our 2024 annual meeting of shareholders.

information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days

of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules

(a) Financial

Statements and Financial Statement Schedules

(1) Financial Statements are listed in the index included under Item 8 of this Report.

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Description of Company's Common Stock Registered Pursuant to Section 12 of the Securities Act of 1934

Second Amended and Restated 2004 Stock Option Plan

Amended and Restated 2004 Directors Stock Option Plan

Pro-Dex, Inc.

10 unchanged sentences

- 2016 Equity Incentive Plan

Credit Agreement, dated September 6, 2018 between Pro-Dex, Inc.

and Minnesota Bank & Trust

Security Agreement, dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust

Term Note A, dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust

Revolving Credit Note, dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank &

Change in Terms Agreement dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank &

Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate by and between Pro-Dex,

11 unchanged sentences

in favor of Minnesota Bank & Trust

Amended and Restated Revolving Credit Agreement dated November 6, 2020 made by Pro-Dex, Inc.

favor of Minnesota Bank & Trust

Form of Stock Option Agreement for Directors and Employees of Pro-Dex, Inc.

- 2016 Equity Incentive

At the Market Offering Agreement dated December 31, 2020, by and between Pro-Dex, Inc.

and Ascendiant

Capital Markets, LLC

Amendment No.

2 unchanged sentences

and Minnesota Bank & Trust

Amended and Restated Revolving Credit Note dated November 5, 2021 made by Pro-Dex, Inc.

of Minnesota Bank & Trust

Amendment No.

2 unchanged sentences

and Minnesota Bank & Trust, a division of HTLF Bank

Amended and Restated Revolving Credit Note dated December 29, 2022made by Pro-Dex, Inc.

of Minnesota Bank & Trust, a division of HTLF Bank

and Restated Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust, a division

Supplemental Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc.

4 unchanged sentences

Amendment No.

3 to Amended and Restated

Credit Agreement dated December 29, 2023 by and between Pro-Dex, Inc.

and Minnesota Bank & Trust, a division of HTLF Bank

Amendment No 4 to Amended and Restated Credit Agreement dated July

31, 2024 by and between Pro-Pro-Dex, Inc.

and Minnesota Bank & Trust, a division of HTLF Bank

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

of Minnesota Bank & Trust, a division of HTLF Bank

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

and non-employee directors and select employees dated November 20, 2024

Amendment No.

5 to Amended and Restated Credit Agreement dated December

1 unchanged sentence

and Minnesota Bank & Trust, a division of HTLF Bank

Amendment and Restated Revolving Credit Note dated December 23, 2024,

made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust, a division of HTLF Bank

Amendment No.

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).

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) .

Policy on Insider Trading

Consent of Independent Registered Public Accounting Firm

3 unchanged sentences

Section 1350 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Pro-Dex, Inc.

Compensation Recovery Policy adopted by the Compensation Committee of the Board of Directors on December 1, 2023.

Inline XBRL Instance Document

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Cover Page Interactive Date File

Denotes management contract or compensatory arrangement.

Denote s management contract or compensatory arrangement.

FORM 10-K SUMMARY

24 unchanged sentences

September 4, 2025

/s/ Nicholas J.

Chairman of the Board, Director

2 unchanged sentences

September 4, 2025

/s/ Angelita R.

September 4, 2025

10 unchanged sentences

Description of the Company’s Common Stock Registered Pursuant to Section 12 of the Securities Act of 1934.

Second Amended and Restated 2004 Stock Option Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8 filed February 15, 2012).

Amended and Restated 2004 Directors Stock Option Plan (incorporated herein by reference to Exhibit 4.2 to the Company’s Form S-8 filed February 15, 2012).

Pro-Dex, Inc.

8 unchanged sentences

– 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 8, 2017).

Credit Agreement, dated September 6, 2018 between Pro-Dex, Inc.

and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 7, 2018).

Security Agreement, dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 7, 2018).

Term Note A, dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed on September 7, 2018).

Revolving Credit Note, dated September 6, 2018 by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed on September 7, 2018).

Change in Terms Agreement dated September 6, 2019 by and between Minnesota Bank & Trust and Pro-Dex, Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 1, 2019).

Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate by and between Pro-Dex, Inc.

11 unchanged sentences

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 8-K filed November 12, 2020).

Amended and Restated Revolving Credit Agreement dated November 6, 2020 made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed November 12, 2020).

Form of Stock Option Agreement for Directors and Employees of Pro-Dex, Inc.

– 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 11, 2020).

At the Market Offering Agreement dated December 31, 2020, by and between Pro-Dex, Inc.

and Ascendiant Capital Markets, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 31, 2020).

Amendment No.

1 unchanged sentence

and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 9, 2021).

Amended and Restated Revolving Credit Note dated November 5, 2021

made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.2 to the Company’s

Form 8-K filed November 9, 2021).

Amendment No.

2 to Amended and Restated Credit Agreement dated December

29, 2022 by and between Pro-Dex, Inc.

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 January 5, 2023).

Amendment and Restated Revolving Credit Note dated December 29, 2022 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 January 5, 2023).

Supplemental Revolving Credit Note dated December 29, 2022 made by

Pro-Dex, Inc.

in favor of Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.3

to the Company’s Form 8-K filed January 5, 2023.

Warrant to Purchase Stock dated December 20, 2018 made by Monogram

Ortohpaedics Inc.

2 to Amended and Restated Credit Agreement dated December 29, 2022 by and between Pro-Dex, Inc.

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 January 5, 2023).

Amendment and Restated Revolving Credit Note dated December 29, 2022 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 January 5, 2023).

Supplemental Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed January 5, 2023).

Warrant to Purchase Stock dated December 20, 2018 made by Monogram Orthopaedics Inc.

in favor of Pro-Dex, Inc.

(incorporated herein by reference to Exhibit 10.31 to the Company’s Form 10-K filed

October 13, 2023).

(incorporated herein by reference to Exhibit 10.31 to the Company’s Form 10-K filed October 13, 2023).

Amendment No.

3 to Amended and Restated Credit Agreement dated December

29, 2023 by and between Pro-Dex, Inc.

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 January 3, 2024).

3 to Amended and Restated Credit Agreement dated December 29, 2023 by and between Pro-Dex, Inc.

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 January 3, 2024).

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

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).

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 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).

Amendment No.

5 to Amended and Restated Credit Agreement dated December 23, 2024, by and between Pro-Dex, Inc.

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).

Amendment and Restated Revolving Credit Note dated December 23, 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 December 27, 2024).

Amendment No.

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).

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).

Policy on Insider Trading

Consent of Independent Registered Public Accounting Firm

1 unchanged sentence

Certification of the Chief Financial Officer required by 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 the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Certification of the Chief Executive Officer and Chief Financial Officer

pursuant to 18 U.S.C.

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

Pro-Dex, Inc.

Compensation Recovery Policy adopted by the Compensation

Committee of the Board of Directors on December 1, 2023.

Compensation Recovery Policy adopted by the Compensation Committee of the Board of Directors on December 1, 2023 (incorporated herein by reference to Exhibit 97 to the Company’s Form 10-K filed September 5, 2024).

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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