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Item 9A. Controls and Procedures

2022-09-08 compared with 2021-09-09 · 88 added, 79 removed, 90 unchanged (65% of the section changed)

CONTROLS AND PROCEDURES

Our Chief Executive Officer

(our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer) have

concluded, based on their evaluation as of June 30, 2021, 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

Our Chief Executive Officer (our

principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer) have concluded,

based on their evaluation as of June 30, 2022, 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

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decisions regarding required disclosure.

Our management is responsible

for establishing and maintaining adequate “internal control over financial reporting”

(as defined in Rule 13a-15(f) under

the Exchange Act).

Our management is responsible for

establishing and maintaining adequate “internal control over financial reporting” (as defined in Rule 13a-15(f) under the

Exchange Act).

Under the supervision and with the participation of our management, including our principal executive officer, principal

financial officer, and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial

reporting based on the framework set forth in the 2013 Internal Control –

Integrated Framework issued by the Committee of

reporting based on the framework set forth in the 2013 Internal Control – Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission in May 2013.

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reporting is supported by written policies and procedures that:

(1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance

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compliance with the policies or procedures may deteriorate.

This annual report does not

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

Management’s

This annual report 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.

During the quarter ended June 30,

30, 2021, 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.

2022, 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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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,

2021, and delivered to shareholders in connection with our 2021 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, 2022, and delivered to shareholders in connection

with our 2022 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,

2021, and delivered to shareholders in connection with our 2021 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, 2022, and delivered to shareholders in connection

with our 2022 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,

2021, and delivered to shareholders in connection with our 2021 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, 2022, and delivered to shareholders in connection

with our 2022 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,

2021, and delivered to shareholders in connection with our 2021 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,

2021, and delivered to shareholders in connection with our 2021 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, 2022, and delivered to shareholders in connection

with our 2022 annual meeting of shareholders.

PRINCIPAL ACCOUNTANT 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, 2022, and delivered to shareholders in connection

with our 2022 annual meeting of shareholders.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits

Reference is made to the Exhibit Index beginning

on page 56 of this report.

FORM 10–K SUMMARY

Pursuant to the requirements

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POWER OF ATTORNEY

We, the undersigned directors and officers of Pro-Dex, Inc., do hereby

constitute and appoint Richard L.

Van Kirk, as our true and lawful attorney-in-fact and agent with power of substitution, to do any and

all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and

in our names in the capacities indicated below, which such attorney-in-fact and agent may deem necessary or advisable to enable said corporation

to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange

Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to

sign for us or any of us in our names in the capacities indicated below, any and all amendments hereto;

and we do hereby ratify and confirm

all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

We, the undersigned directors and

officers of Pro-Dex, Inc., do hereby constitute and appoint Richard L.

Van Kirk, as our true and lawful attorney-in-fact and agent with

power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute

any and all instruments for us and in our names in the capacities indicated below, which such attorney-in-fact and agent may deem necessary

or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and

requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but

without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments

and we do hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the

capacities and on the dates indicated.

/s/ Richard L.

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September 8, 2022

/s/ Angelita R.

September 8, 2022

/s/ William J.

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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.

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).

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.

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.

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).

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).

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).

– 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.

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).

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

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).

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).

– 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 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).

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).

Consent of Independent Registered Public Accounting Firm.

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XBRL Taxonomy Extension Presentation Linkbase Document

———————

Filed herewith.

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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