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Item 9A. Controls and Procedures

2026-09-03 compared with 2025-09-04 · 62 added, 123 removed, 175 unchanged (51% of the section changed)

3 unchanged sentences

concluded, based on their evaluation as of June 30, 2026, 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”)) 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.

(as defined in Rules 13a-15(e) and 15d-15(e) under the 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

27 unchanged sentences

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

Remediation Measures Related

to the Controls over the Existence of Inventory

Acquisition of Advanced

Precision Machining, LLC (“APM”)

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.

acquired APM on February 9, 2026.

We have excluded APM from our assessment of internal control over financial reporting as of June 30,

2026, based on guidelines established by the SEC under which companies are permitted to exclude acquisitions from their assessment of

internal control over financial reporting during the first year following an acquisition, while integrating an acquired company.

Changes in Internal Control

5 unchanged sentences

Insider Trading Arrangements

On May 4, 2026, our Chairman

of the Board of Directors , Nicholas Swenson , in his capacity as general manager of AO Partners canceled a “Rule 10b5-1 trading arrangement”

(as such term is defined in Item 408(a) of Regulations S-K) that he had adopted on March 24, 2026 .

No trades were made under the arrangement.

On May 28, 2026 , our Chief

Executive Officer , Richard Van Kirk adopted a “Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(a) of

Regulations S-K).

This trading arrangement commences on September 9, 2026, and terminates on May 26, 2028 unless earlier terminated in

accordance with its terms, and covers the disposition of up to 20,000 shares of our common stock.

The remaining terms of the trading arrangement

are confidential.

The plan was adopted for diversification of the individual’s portfolio and not for any other purpose.

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.

30, 2026, no additional directors or officers of the Company informed us of the adoption , modification or termination of a “Rule

10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation

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,

2026, and delivered to shareholders in connection with our 2026 annual meeting of shareholders.

EXECUTIVE COMPENSATION

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.

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,

2026, and delivered to shareholders in connection with our 2026 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,

2026, and delivered to shareholders in connection with our 2026 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,

2026, and delivered to shareholders in connection with our 2026 annual meeting of shareholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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.

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,

2026, and delivered to shareholders in connection with our 2026 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.

79 unchanged sentences

April 11, 2025) .

Membership Interest Purchase Agreement dated February 9, 2026 by and

among Pro-Dex, Inc., Advanced-Precision Machining Holding Company, Inc.

and Seand McCaig and Yasumi McCaig

Subordinated Promissory Note dated February 9, 2026 between Pro-Dex,

Inc., Advanced-Precision Machining Holding Company, Inc.

Second Amended and Restated Credit and Security Agreement dated February

9, 2026, by and among in favor of UMB Bank, N.A.

and Pro-Dex, Inc.

Term Note D dated February 9, 2026, made by Pro-Dex, Inc.

of UMB Bank N.A

Third Amended and Restated Revolving Credit Note dated February 9,

2026, by Pro-Dex, Inc in favor of UMB Bank, N.A.

Policy on Insider Trading

4 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

5 unchanged sentences

Cover Page Interactive Date File

Denote s management contract or compensatory arrangement.

Filed herewith.

Denotes management contract or compensatory arrangement.

FORM 10-K SUMMARY

34 unchanged sentences

September 3, 2026

INDEX TO EXHIBITS

Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed April 23, 2007).

Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed December 5, 2007).

Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed June 18, 2010).

Amended and Restated Bylaws, dated January 31, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed February 4, 2011).

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

Pro-Dex, Inc.

2016 Equity Incentive Plan (incorporated herein by reference to Appendix A to our Schedule 14A filed October 17, 2016).

Form of Indemnification Agreement for directors and certain officers (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 29, 2008).

Lease agreement with Irvine Business Properties, dated August 3, 2007 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 23, 2007).

First Amendment To Lease – July 2013 by and between Irvine Business Properties and Pro-Dex, Inc., dated effective July 1, 2013 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 17, 2013).

Pro-Dex, Inc.

Amended and Restated Employee Severance Policy effective as of September 16, 2014 (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 10-Q filed May 14, 2015).

Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net by and between Irvine Business Properties and Pro-Dex, Inc., dated September 19, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 20, 2017).

Form of Performance Award Agreement for 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 on December 8, 2017).

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).

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

and 14401 Franklin, LLC.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 8, 2020).

Loan Agreement dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed November 12, 2020).

Term Note dated November 6, 2020 made by PDEX Franklin LLC in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed November 12, 2020).

Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed November 12, 2020).

Assignment of Leases and Rents dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed November 12, 2020).

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

and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed November 12, 2020).

Amended and Restated Term Note A dated November 6, 2020 made by Pro-Dex, Inc.

in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed November 12, 2020).

Term Note B dated November 6, 2020 made by Pro-Dex, Inc.

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).

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).

Amendment No.

1 to Amended and Restated Credit Agreement dated November 5, 2021 by and between Pro-Dex, Inc.

and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.1 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 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).

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).

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

Certification of the Chief Executive 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 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.

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 (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)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

Filed herewith.

Denotes management contract or compensatory arrangement.

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