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What changed in ASTROTECH Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ASTROTECH Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+356 added−344 removedSource: 10-K (2025-09-26) vs 10-K (2024-09-20)

Top changes in ASTROTECH Corp's 2025 10-K

356 paragraphs added · 344 removed · 249 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

55 edited+27 added−12 removed176 unchanged
Biggest changeThe experience gained by AgLAB with hemp and cannabis distillers was the catalyst for the Pro-Control 1000-D2™ and its related Maximum Value Process solution to analyze samples in real-time and to assist the manufacturer by increasing production and/or quality, reducing both cost and time, and helping to address safety and environmental concerns. 12 Table of Contents Customers, Sales, and Marketing 1 st Detect Corporation Marketing efforts at 1 st Detect are currently focused on the variety of markets that are seeking: ● Increased uptime in detection equipment ● Expanding library of detectable explosive and narcotic compounds and threats Examples of these markets include foreign airports, commercial companies in aviation and cargo security, law enforcement agencies, and security organizations responsible for the protection of sensitive facilities.
Biggest changeCustomers, Sales, and Marketing 1 st Detect Corporation Marketing efforts at 1 st Detect are currently focused on the variety of markets that are seeking: ● Increased uptime in detection equipment ● Expanding library of detectable explosive and narcotic compounds and threats Examples of these markets include foreign airports, commercial companies in aviation and cargo security, law enforcement agencies, and security organizations responsible for the protection of sensitive facilities.
We have also expanded into the airport passenger screening market with sales to a distributor who services a major international airport in Asia and another who services airports in Romania. We are currently accepting orders for the TRACER 1000 NTD and ETD.
We have also expanded into the airport passenger screening market with sales to a distributor who services a major international airport in Asia and another who services airports in Romania. We are currently accepting orders for the TRACER 1000 ETD and NTD.
An IDE supplement must be submitted to and approved by the FDA before a sponsor or investigator may make a change to the investigational plan. 17 Table of Contents During a clinical trial, the sponsor is required to comply with the applicable FDA requirements, including, for example, trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event reporting, record keeping, and prohibitions on the promotion of investigational devices or on making safety or effectiveness claims for them.
An IDE supplement must be submitted to and approved by the FDA before a sponsor or investigator may make a change to the investigational plan. 17 During a clinical trial, the sponsor is required to comply with the applicable FDA requirements, including, for example, trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event reporting, record keeping, and prohibitions on the promotion of investigational devices or on making safety or effectiveness claims for them.
The TRACER 1000 ETD and NTD are high-performance laboratory instruments capable of rapid detection of trace levels of explosive and narcotic compounds in seconds. The TRACER 1000 ETD and NTD both provide a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo, and infrastructure security, correctional facilities, military, and law enforcement. AgLAB Inc.
The TRACER 1000 ETD and NTD are high-performance laboratory instruments capable of rapid detection of trace levels of explosive and narcotic compounds in seconds. The TRACER 1000 ETD and NTD both provide a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo and infrastructure security, correctional facilities, military, and law enforcement.
We believe agricultural companies engaged in these supply chain activities will benefit from the increased use of MS: ● Plant material harvesting ● Ingredient processing ● Oil distillation ● Contaminate detection ● Inspection and certification ● Formulation and packaging BreathTech Corporation The BreathTest-1000 product that is currently under development is being designed to provide an inexpensive, non-invasive screening device for compromised conditions including a bacterial or viral infection that can offer results on-site in a very short period of time.
We believe agricultural companies engaged in these supply chain activities will benefit from the increased use of MS: ● Plant material harvesting ● Ingredient processing ● Oil distillation ● Contaminate detection ● Inspection and certification ● Formulation and packaging BreathTech Corporation The BreathTest-1000 product is being designed to provide an inexpensive, non-invasive screening device for compromised conditions including a bacterial or viral infection that can offer results on-site in a very short period of time.
BreathTech holds an exclusive AMS Technology license from ATI for breath analysis applications. ● Pro-Control, Inc. (“Pro-Control”) is focused on applying the AMS Technology in industrial process control applications. The mass spectrometer and process are designed to test, measure and increase reaction intermediates, purity and percent yields in industrial processes.
BreathTech holds an exclusive AMS Technology license from ATI for breath analysis applications. ● Pro-Control, Inc. ("Pro-Control") is focused on applying the AMS Technology in industrial process control applications. The mass spectrometer and process are designed to test, measure and increase reaction intermediates, purity and percent yields in industrial processes.
The AgLAB product line is a derivative of the Company’s core AMS Technology. AgLAB continues to conduct field trials demonstrating that the AgLAB 1000-D2™ can be used in the distillation process to significantly improve the yields of tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”) oil during distillation.
The AgLAB product line is a derivative of our core AMS Technology. AgLAB continues to conduct field trials demonstrating that the AgLAB 1000-D2™ can be used in the distillation process to significantly improve the yields of tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”) oil during distillation.
Unlike other technologies, the AMS Technology works under high vacuum, which eliminates competing molecules, yielding higher resolution and fewer false alarms. The intellectual property includes 17 patents granted along with extensive trade secrets.
Unlike other technologies, the AMS Technology works under high vacuum, which eliminates competing molecules, yielding higher resolution and fewer false alarms. The intellectual property includes 16 patents granted along with extensive trade secrets.
(“ATI”) owns and licenses the intellectual property related to the AMS Technology. ● 1 st Detect Corporation (“1 st Detect”) is a manufacturer of explosives trace detectors ("ETDs") and narcotics trace detectors (“NTDs”) developed for use in security and detection at airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, and law enforcement centers. 1 st Detect holds an exclusive AMS Technology license from ATI for air passenger and cargo security applications. ● AgLAB, Inc.
(“ATI”) owns and licenses the intellectual property related to the AMS Technology. ● 1 st Detect Corporation (“1 st Detect”) is a manufacturer of explosive trace detectors ("ETDs") and narcotic trace detectors (“NTDs”) developed for use in security and detection at airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, and law enforcement centers. 1 st Detect holds an exclusive AMS Technology license from ATI for air passenger and cargo security applications. ● AgLAB, Inc.
Regulatory Compliance and Risk Management We maintain compliance with regulatory requirements and manage our risks through a program of compliance, awareness, and insurance, which includes maintaining certain insurances and a continued emphasis on safety to mitigate any risks. Employees As of June 30, 2024, we employed 30 employees, none of which were covered by any collective bargaining agreements.
Regulatory Compliance and Risk Management We maintain compliance with regulatory requirements and manage our risks through a program of compliance, awareness, and insurance, which includes maintaining certain insurances and a continued emphasis on safety to mitigate any risks. Employees As of June 30, 2025, we employed 32 employees, none of which were covered by any collective bargaining agreements.
The markets needing explosives and narcotics trace detection with a broader range of compounds and better accuracy include the following: ● Passenger Airports ● Cargo Airports ● Event Venues ● Embassies ● Military Bases ● Government Office Buildings ● Courthouses ● Border Checkpoints ● Law Enforcement Agencies ● Critical Infrastructure Security Checkpoints 10 Table of Contents AgLAB Inc.
The markets needing explosives and narcotics trace detection with a broader range of compounds and better accuracy include the following: ● Passenger Airports ● Cargo Airports ● Event Venues ● Embassies ● Military Bases ● Government Office Buildings ● Courthouses ● Border Checkpoints ● Law Enforcement Agencies ● Critical Infrastructure Security Checkpoints AgLAB Inc.
In October 2021, FDA enacted regulations implementing the above-referenced FDCA provisions governing the de novo reclassification process. 16 Table of Contents Premarket Approval Process. Class III devices require submission through the PMA process before they can be marketed. The PMA process is more demanding than the 510(k) premarket notification process.
In October 2021, FDA enacted regulations implementing the above-referenced FDCA provisions governing the de novo reclassification process. 16 Premarket Approval Process. Class III devices require submission through the PMA process before they can be marketed. The PMA process is more demanding than the 510(k) premarket notification process.
MS offers rapid analysis, which is especially valuable in manufacturing, security, environmental, and forensic applications where timely results are crucial. 11 Table of Contents MS can analyze a wide range of molecules, from small organic compounds to large biomolecules like proteins and nucleic acids.
MS offers rapid analysis, which is especially valuable in manufacturing, security, environmental, and forensic applications where timely results are crucial. MS can analyze a wide range of molecules, from small organic compounds to large biomolecules like proteins and nucleic acids.
We employ both direct sales and channel sales through distributors. We now have units deployed in 30 locations in 14 countries. While we have had some degree of success securing and fulfilling orders, the sales cycles in the regulated and government markets are normally long and much of the pipeline opportunities were delayed by the COVID-19 pandemic. AgLAB Inc.
We employ both direct sales and channel sales through distributors. We now have units deployed in 34 locations in 16 countries. While we have had some degree of success securing and fulfilling orders, the sales cycles in the regulated and government markets are normally long and much of the pipeline opportunities were delayed by the COVID-19 pandemic. AgLAB Inc.
The certification test is then completed by the Independent Test & Evaluation department of TSL. As of the fiscal year 2023 budget the government had over 6,000 ETD units at checkpoint and baggage screening points for which we believe that the TSA would benefit from utilizing our AMS Technology.
The certification test is then completed by the Independent Test & Evaluation department of TSL. For the fiscal year 2023, the United States federal government had a budget of over 6,000 ETD units at checkpoint and baggage screening points for which we believe that the TSA would benefit from utilizing our AMS Technology.
In contrast, adding additional compounds to the TRACER 1000’s detection library does not degrade its detection capabilities, as it has a virtually unlimited and easily expandable threat library. In order to sell the TRACER 1000 to airport and cargo security customers in the European Union and certain other countries, we obtained ECAC certification.
In contrast, adding additional compounds to the TRACER 1000’s detection library does not degrade its detection capabilities, as it has a virtually unlimited and easily expandable threat library. We obtained ECAC certification in 2019 which allows us to sell the TRACER 1000 to airport and cargo security customers in the European Union and certain other countries.
The use of the AgLAB 1000-D2™ should reduce waste from current distillation practices and result in a significantly improved product. Due in large part to the Company’s proprietary technology, the Company believes it is the only provider of a mass spectrometry system that gives it a distinct advantage in the industry. Sales efforts for the AgLAB 1000-D2 are currently underway.
The use of the AgLAB 1000-D2™ should reduce waste from current distillation practices and result in a significantly improved product. Due in large part to our proprietary technology, we believe it is the only provider of a mass spectrometry system that gives it a distinct advantage in the industry. Sales efforts for the AgLAB 1000-D2 are currently underway.
If field trials are successful, the TRACER 1000 will be added to the "qualified" list. The Company has also started the process to pass TSA checkpoint testing. This process involves Developmental Test and Evaluation in which the Transportation Security Laboratory ("TSL") will test the TRACER 1000 and work with 1st Detect to ensure its readiness to enter certification testing.
If field trials are successful, the TRACER 1000 will be added to the "qualified" list. We have also commenced the process to pass TSA checkpoint testing. This process involves Developmental Test and Evaluation in which the Transportation Security Laboratory ("TSL") will test the TRACER 1000 and work with 1st Detect to ensure its readiness to enter certification testing.
The Company further believes that some IMS-based ETDs have issues with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing facility shutdowns, unnecessary delays, frustration, and significant wasted security resources.
We further believe that some IMS-based ETDs have issues with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing facility shutdowns, unnecessary delays, frustration, and significant wasted security resources.
ATI currently licenses the AMS Technology to four wholly-owned subsidiaries of Astrotech on an exclusive basis, including to 1st Detect for use in security and detection applications, to AgLAB for use in the agriculture application, to BreathTech for use in breath analysis applications, and to Pro-Control for use in production applications. 1 st Detect Corporation 1st Detect, a licensee of ATI for security and detection applications, has developed the TRACER 1000™, the world’s first MS based ETD certified by the ECAC and approved by TSA for air cargo.
ATI currently licenses the AMS Technology to four wholly-owned subsidiaries of Astrotech on an exclusive basis, including to 1st Detect for use in security and detection applications, to AgLAB for use in the agriculture application, to BreathTech for use in breath analysis applications, Pro-Control for use in production applications, and EN-SCAN for use in industrial and environmental applications. 1 st Detect Corporation 1st Detect, a licensee of ATI for security and detection applications, has developed the TRACER 1000™, the world’s first MS based ETD certified by the ECAC and approved by the U.S.
Since the Tracer 1000 was certified by the European Civil Aviation Conference (“ECAC”) in 2019, our customers have deployed our devices in approximately 30 locations across 14 countries throughout Europe and Asia. Our Business Units Our efforts are focused on commercializing our platform mass spectrometry technology through our wholly-owned subsidiaries: ● Astrotech Technologies, Inc.
Since the TRACER 1000 was certified by the European Civil Aviation Conference (“ECAC”) in 2019, our customers have deployed our devices in approximately 34 locations 16 countries throughout United States of America, Europe, and Asia. Our Business Units Our efforts are focused on commercializing our platform mass spectrometry technology through our wholly-owned subsidiaries: ● Astrotech Technologies, Inc.
On June 13, 2024, AgLAB and SC Laboratories (“SC Labs”) entered into a master lease agreement providing for the joint marketing of the AgLAB 1000-D2™ mass spectrometer and the AgLAB Maximum Value Process™ testing method to SC Labs’ clients. 9 Table of Contents BreathTech Corporation BreathTech, an exclusive licensee of ATI for use in breath analysis applications, is developing the BreathTest-1000™, a breath analysis tool to screen for VOC metabolites found in a person’s breath that could indicate they may have compromised condition including but not limited to a bacterial or viral infection.
On June 13, 2024, AgLAB and SC Laboratories ("SC Labs") entered into a master lease agreement providing for the joint marketing of the AgLAB 1000-D2™ mass spectrometer and the AgLAB Maximum Value Process™ testing method to SC Labs' clients. 8 Table of Contents BreathTech Corporation BreathTech, an exclusive licensee of ATI for use in breath analysis applications, has developed the BreathTest-1000™, a breath analysis tool to screen for VOC metabolites found in a person’s breath that could indicate they may have compromised condition.
The TRACER 1000 was designed to outperform the ETDs currently used at airports, cargo and other secured facilities, and borders worldwide. The Company believes that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”).
Transportation Security Administration ("TSA") for air cargo. The TRACER 1000 was designed to outperform the ETDs currently used at airports, cargo and other secured facilities, and borders worldwide. We believe that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”).
With a number of diverse market opportunities for the core technology, ATI is structured to license the intellectual property for different fields of use.
The intellectual property includes 16 patents granted along with extensive trade secrets. With a number of diverse market opportunities for the core technology, ATI is structured to license the intellectual property for different fields of use.
Federal regulations that impact our operations include, but are not limited to, the following: Foreign Corrupt Practices Act . The Foreign Corrupt Practices Act establishes rules for U.S. companies doing business internationally. Compliance with these rules is achieved through established and enforced corporate policies, documented internal procedures, and financial controls. Iran Nonproliferation Act of 2000 .
The Foreign Corrupt Practices Act establishes rules for U.S. companies doing business internationally. Compliance with these rules is achieved through established and enforced corporate policies, documented internal procedures, and financial controls. Iran Nonproliferation Act of 2000 .
We achieve our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS field work, and enabling multiple configurations for sample intake options.
The Astrotech Mass Spectrometer Technology™ and ATi Gas Chromatograph Column (GC) platforms achieve our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS/GC field work, and enabling multiple configurations for sample intake options.
In these instances, the analytical capabilities are located in central analytical labs and our intention is to place this testing capability in the hands of the operations personnel to get as close to real time analysis as possible on the factory floor. Research and Development Astrotech Technologies, Inc. We invest considerable resources into our internal research and development (“R&D”) functions.
In these instances, the analytical capabilities are located in central analytical labs and our intention is to place this testing capability in the hands of the operations personnel to get as close to real time analysis as possible on the factory floor. EN-SCAN, Inc.
Some Class I devices may require premarket notification to the FDA. 15 Table of Contents Class II devices are moderate risk devices and are subject to the FDA’s general controls, and certain special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device.
Some Class I devices may require premarket notification to the FDA. Class II devices are moderate risk devices and are subject to the FDA’s general controls, and certain special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries, and FDA guidance documents.
These special controls can include performance standards, post-market surveillance, patient registries, and FDA guidance documents. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device.
While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device.
Manufacturers may deploy the legacy, sophisticated MS equipment available from a number of global OEM’s or send samples to laboratories for off-site testing. In either instance, the time from sample extraction to results will be measured in hours or days.
We do not see this as competing with traditional tests but supplementing and improving medical care. Pro-Control, Inc. Manufacturers may deploy the legacy, sophisticated MS equipment available from a number of global OEM’s or send samples to laboratories for off-site testing. In either instance, the time from sample extraction to results will be measured in hours or days.
In addition, we are subject to federal contracting procedures, audit, and oversight. Compliance with environmental laws and regulations and technology export requirements has not had and, we believe, will not have in the future, material effects on our capital expenditures, earnings, or competitive position.
Compliance with environmental laws and regulations and technology export requirements has not had and, we believe, will not have in the future, material effects on our capital expenditures, earnings, or competitive position. Federal regulations that impact our operations include, but are not limited to, the following: Foreign Corrupt Practices Act .
The AMS Technology has been designed to be inexpensive, smaller, and easier to use when compared to traditional mass spectrometers. Unlike other technologies, the AMS Technology works under ultra-high vacuum, which eliminates competing molecules, yielding higher resolution and fewer false alarms. The intellectual property includes 17 patents granted along with extensive trade secrets.
ATI owns and licenses the AMS Technology, the platform MS technology originally developed by 1st Detect. The AMS Technology has been designed to be inexpensive, smaller, and easier to use when compared to traditional mass spectrometers. Unlike other technologies, the AMS Technology works under ultra-high vacuum, which eliminates competing molecules, yielding higher resolution and fewer false alarms.
We believe the TRACER 1000 significantly outperforms currently deployed competitive trace detection solutions based on IMS technology, specifically related to false alarm rate, probability of detection, and unit up-time.
Our Strategy 1 st Detect Corporation The TRACER 1000 is the first MS-ETD certified by ECAC and approved by TSA for air cargo. We believe the TRACER 1000 significantly outperforms currently deployed competitive trace detection solutions based on IMS technology, specifically related to false alarm rate, probability of detection, and unit up-time.
IT Schedule 70 is a long-term contract issued by the GSA to commercial technology vendors that allows sales to the U.S. federal government, one of the largest buyers of goods and services in the world. We continue to showcase the TRACER 1000 NTD and ETD at the trade events in the U.S. 8 Table of Contents AgLAB Inc.
IT Schedule 70 is a long-term contract issued by the GSA to commercial technology vendors that allows sales to the United States federal government, one of the largest buyers of goods and services in the world.
We have several competitors that sell IMS-based ETDs whose companies are much larger than us, with well-established sales forces and offering a wider range of security products; however, we believe the TRACER 1000 has a number of attributes that are superior to competing products.
We have several competitors that sell IMS-based ETDs whose companies are much larger than us, with well-established sales forces and offering a wider range of security products; however, based on industry discussions and our field trials we believe the TRACER 1000 has a number of attributes that are superior to competing products. 1 st Detect’s TRACER 1000 ● Near-zero false alarms ● Limitless library expansion ● High uptime and robustness ● Fast cleardown and near zero false alarms increase throughput ● Confirmatory technology AgLAB Inc.
Pro-Control has introduced its proprietary Pro-Control Maximum Value Processing and the Pro-Control 1000-D2™ mass spectrometer, which in combination are designed to test, measure and increase reaction intermediates, purity and percent yields in industrial processes. Our Strategy 1 st Detect Corporation The TRACER 1000 is the first MS-ETD certified by ECAC and approved by TSA for air cargo.
Pro-Control has introduced its proprietary Pro-Control Maximum Value Processing and the Pro-Control 1000-D2™ mass spectrometer, which in combination are designed to test, measure and increase reaction intermediates, purity and percent yields in industrial processes. EN-SCAN, Inc.
BreathTech R&D activities are being devoted to sample introduction and library development, which is needed to identify the specific compounds present in the breath that are indicative of the presence of a compromised condition including infections. 14 Table of Contents During our fiscal year 2023, we were in correspondence with the U.S.
BreathTech R&D activities are being devoted to sample introduction and library development, which is needed to identify the specific compounds present in the breath that are indicative of the presence of a compromised condition including infections. Pro-Control, Inc. Pro-Control is in the early stages of using the core AMS Technology.
Under the 510(k) process, the manufacturer must submit to the FDA a premarket notification demonstrating that the device is “substantially equivalent” to either a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted, or another commercially available device that was cleared to through the 510(k) or de novo process.
Under the 510(k) process, the manufacturer must submit to the FDA a premarket notification demonstrating that the device is “substantially equivalent” to either a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted, or another commercially available device that was cleared to through the 510(k) or de novo process. 15 Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring approval of a PMA.
The TRACER 1000 ETD and NTD both provide a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo, and infrastructure security, correctional facilities, military, and law enforcement.
The TRACER 1000 provides a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo, and infrastructure security, correctional facilities, military, and law enforcement. 9 We currently market the TRACER 1000 to countries that accept ECAC certification or TSA approval for air cargo.
General Services Administration ("GSA") IT Schedule 70 under Contract No. GS-35F-250GA with SRI Group LLC, Special Item Number 334290 in April 2024. The TRACER 1000 ETD and NTD are high-performance laboratory instruments capable of rapid detection of trace levels of explosive and narcotic compounds in seconds.
We are currently accepting orders for the TRACER 1000 ETD and NTD which are listed in the United States General Services Administration ("GSA") IT Schedule 70 under Contract No. GS-35F-250GA with SRI Group LLC, Special Item Number 334290 in April, 2024.
We believe that our policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and consequential financial liability. Our operations are also subject to various regulations under federal laws regarding the international transfer of technology, as well as to various federal and state laws related to business operations.
Our operations are also subject to various regulations under federal laws regarding the international transfer of technology, as well as to various federal and state laws related to business operations. In addition, we are subject to federal contracting procedures, audit, and oversight.
Our mission is to expand access to mass spectrometry (“MS”) and its use through the deployment of devices designed specifically for the appropriate levels of precision required in high-volume, real-time testing environments such as airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, law enforcement centers, and industrial locations.
We aim to expand access to mass spectrometry by simplifying the complexity of operating these devices within real-time testing environments such as airports, border checkpoints, cargo hubs, infrastructure security, correctional facilities, military bases, law enforcement centers, and industrial locations.
BreathTech Corporation The BreathTest-1000 product that is currently under development is being designed to screen for VOC metabolites in a person’s breath and which could indicate the person may have a compromised condition including but not limited to a bacterial or viral infection.
BreathTech Corporation The BreathTest-1000 product is designed to screen for VOC metabolites in a person’s breath and which could indicate the person may have a compromised condition. Given that breath samples are quick, inexpensive, and painless, we anticipate that the BreathTest-1000 will help screen for signs of disease.
The TRACER 1000 NTD is a high-performance laboratory instrument capable of rapid detection of trace levels of narcotic and explosive compounds in seconds. The TRACER 1000 provides a ruggedized platform that can be applied across various markets including airports, border security, checkpoint, cargo, and infrastructure security, correctional facilities, military, and law enforcement.
The TRACER 1000 NTD is a high-performance laboratory instrument capable of rapid detection of trace levels of narcotic and explosive compounds in seconds.
Markets which we believe are likely to adopt Pro-Control’s products and services include: ● Petroleum refining ● Industrial chemical manufacturing ● Food processing ● Nutraceutical manufacturing ● Pharmaceutical manufacturing Products and Services Our products are considered mass spectrometry equipment. Mass spectrometry is an analytical technique used to measure the mass-to-charge ratio of ions.
We believe the following markets will utilize this product lineup: ● Environmental equipment rental ● Industrial hygienists ● Environmental consulting firms ● Chemical plants ● Refineries Products and Services Our products are considered mass spectrometry and gas chromatography equipment. Mass Spectrometry Mass spectrometry is an analytical technique used to measure the mass-to-charge ratio of ions.
Website For more information on the Company’s business operations, please visit our company website at www.astrotechcorp.com.
Website For more information on the Company’s business operations, please visit our company website at www.astrotechcorp.com. An investment in our securities involves a high degree of risk. This annual report will contain a discussion of the risks applicable to an investment in our securities.
The Company is currently selling the TRACER 1000 to customers who accept ECAC certification. As of June 30, 2024, the Company has deployed the TRACER 1000 in approximately 30 locations in 14 countries throughout Europe and Asia. On June 20, 2024, after a long-term engagement with the TSA beginning in 2018, we announced the U.S.
We currently sell the TRACER 1000 to customers who accept ECAC certification. We are currently selling the TRACER 1000 to customers who accept ECAC certification. As of June 30, 2025, we have deployed the TRACER 1000 in approximately 34 locations in 16 countries throughout United States of America, Europe and Asia.
BreathTech Corporation Efforts are currently focused on the development of the BreathTest-1000. We will begin marketing activities if the product achieves commercial viability. Pro-Control, Inc. Currently, Pro-Control uses only direct sales with proof of concept and trial engagements being conducted with companies in close proximity to our Austin, Texas headquarters.
Currently, Pro-Control uses only direct sales with proof of concept and trial engagements being conducted with companies in close proximity to our Austin, Texas headquarters. We intend to use regional sales teams assigned to geographic territories with a density of manufacturing.
The Company believes that new tools to quickly identify the presence of a VOC metabolite could play an important role in detecting and containing airborne diseases. In June 2022, the Company expanded its existing study that initially focused on COVID-19 with Cleveland Clinic to use the BreathTest-1000 to screen for a variety of diseases spanning the entire body.
We believe that new tools to quickly identify the presence of a VOC metabolite could play an important role in detecting and containing airborne diseases.
Transportation Security Administration (“TSA”) approved the TRACER 1000 for the Air Cargo Security Technology List (“ACSTL”). This action advances the TRACER 1000 to Stage II testing and allows us to sell the TRACER 1000 to air cargo companies in the United States. In Stage II testing, the Company will begin field trials with the TSA.
In June 2024, the TSA approved 1st Detect's TRACER 1000 for the Air Cargo Security Technology List, which advanced the TRACER 1000 to Stage II testing, and permits air cargo companies in the United States to use our equipment in their operations. During Stage II testing, we are conducting field trials with the TSA.
Certain Regulatory Matters We are subject to United States federal, state, and local laws and regulations designed to protect the environment and to regulate the discharge of materials into the environment. We are also beholden to certain regulations designed to protect our domestic technology from unintended foreign exploitation and regulate certain business practices.
We are also beholden to certain regulations designed to protect our domestic technology from unintended foreign exploitation and regulate certain business practices. We believe that our policies, practices, and procedures are properly designed to prevent unreasonable risk of environmental damage and consequential financial liability.
The project focused on detecting bloodstream infections and respiratory infections. While the Joint Development Agreement with Cleveland Clinic remains active, we believe the work to commercialize this application of the AMS Technology will require many years and significant investment due to regulatory requirements and have determined to deploy capital instead to our other business units.
BreathTech Corporation We believe commercialization of BreathTech Corporation with the AMS Technology would require many years and significant investment due to regulatory requirements. As such, we have determined to deploy capital instead to our other subsidiaries. Pro-Control, Inc.
The pre-submission is a formal mechanism for requesting feedback from the FDA prior to submitting a medical device application. Pro-Control, Inc. Pro-Control is in the early stages of using the core AMS Technology. It is refining its product line to include other valuable products and it is developing its library for chemical manufacturers.
It is refining its product line to include other valuable products and it is developing its library for chemical manufacturers. En-Scan, Inc.
Pro-Control holds an exclusive AMS Technology license from ATI for the distillation of chemicals outside of the agriculture industry. 7 Table of Contents Astrotech Technologies, Inc. ATI owns and licenses the AMS Technology, the platform MS technology originally developed by 1st Detect.
Pro-Control holds an exclusive AMS Technology license from ATI for the distillation of chemicals outside of the agriculture industry. ● EN-SCAN, Inc. (“EN-SCAN”) is developing advanced environmental testing and monitoring solutions, integrating gas chromatography and mass spectrometry technology in rugged, portable designs.
We are commercializing the Astrotech Mass Spectrometer Technology™ platform (“AMS Technology”) through application specific, wholly owned subsidiaries.
We are commercializing the Astrotech Mass Spectrometer Technology™ platform (“AMS Technology”) through application specific, wholly owned subsidiaries. Our mission encompasses the advancement of both mass spectrometry and gas chromatography, two powerful analytical techniques that together enable precise detection and identification of chemical compounds across a wide range of high-demand environments.
Removed
In May 2023, we successfully delivered a purchase order for 14 ETDs from a Romania-based company focused on research and innovation in the security and telecommunications space.
Added
We are introducing our new line of products that are ultra-portable, on-site, rugged environmental testing instruments, featuring our proprietary ATi Mass Spectrometer Technology ("MS") and ATi Gas Chromatography Column ("GC") to achieve our mission through simplifying the user interface, ruggedizing the critical components to endure MS/GC field work, and enabling multiple configurations for sample intake options.
Removed
During the second fiscal quarter of 2024, we delivered a purchase order for seven of our TRACER 1000 explosives trace detectors for an airport security checkpoint, which were deployed in an airport in Romania. We are currently accepting orders for the TRACER 1000 ETD and NTD which are listed in the U.S.
Added
EN-SCAN’s products are expected to support industrial, environmental, and regulatory applications, helping organizations meet compliance requirements and environmental safety. EN-SCAN will use proprietary ATi Gas Chromatograph Column ("GC") and ATi Mass Spectrometer Technology ("MS") for instant feedback to accurately detect soil, water, and air contamination source location and migration. 6 Table of Contents Astrotech Technologies, Inc.
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We currently market the TRACER 1000 to countries that accept ECAC certification or TSA approval for air cargo.
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On January 14, 2025, our wholly owned subsidiary, 1st Detect Corporation, announced that it has been awarded research and development contract 70RSAT24CB0000015 with the United States Department of Homeland Security ("DHS") to research, develop and mature the TRACER 1000 for DHS next generation explosives trace detection. 7 On March 10, 2025, we announced the launch of the enhanced TRACER 1000 Narcotic Trace Detector ("TRACER 1000 NTD").
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Routine maintenance and warranty programs are also available to our customers. 1 st Detect Corporation The TRACER 1000 is the first MS-ETD certified by ECAC and approved by TSA for air cargo. We are currently accepting orders for the TRACER 1000 ETD and NTD.
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This innovative mobilized mass spectrometer is specifically configured to screen for the full range of synthetic opiates and novel psychoactive substances ("NPS") delivering accuracy and speed to counter the global drug crisis. In April 2025, Astrotech received a $429,000 purchase order for TRACER 1000™ explosive trace detectors ("ETDs") from Intuitive Research and Technology, a TSA approved contractor.
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Leveraging the platform AMS Technology, AgLAB has designed its product line to serve distillers in the hemp and cannabis industry. AgLAB has launched the AgLAB-1000-D2 which is designed to be used to determine the optimal settings to increase yield and potency during the distillation process. With the AgLAB-1000-D2, a sample is manually introduced into the system for analysis.
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In April 2025, we fulfilled the purchase order and sold six TRACER 1000 explosive detectors to Intuitive Research and Technology Corporation. This is the first TSA-approved sale of our TRACER 1000 ETD, which utilizes mass spectrometry technology, known for its accuracy and low false alarm rate.
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Currently under development is the AgLAB-1000-D1. When completed, this instrument will be an inline process control unit. BreathTech Corporation The BreathTest-1000 is being developed, in conjunction with Cleveland Clinic, to provide an inexpensive, non-invasive screening device for a variety of diseases. The BreathTest-1000 is designed to detect infectious VOC metabolites in a person’s breath. Pro-Control, Inc.
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On June 12, 2025, we sold the first sale and deployment of the TRACER 1000 Narcotic Trace Detector in Vietnam, by way of its subsidiary 1st Detect. This milestone marked a significant step in expanding the 1st Detect footprint across Southeast Asia and reinforces its commitment to enhancing narcotics trace detection inspection capabilities.
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Pro-Control has introduced the Pro-Control 1000-D2™ to put mass spectrometry on the factory floor at chemical manufacturers.
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We continue to showcase the TRACER 1000 NTD and ETD at the trade events in the U.S. AgLAB Inc.
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We intend to use regional sales teams assigned to geographic territories with a density of manufacturing. There is a high density of food, petrochemical, chemical, and industrial companies within a few hours driving radius of Austin. Competition 1 st Detect Corporation Competition for the TRACER 1000 comes primarily from IMS-based ETDs.
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In conjunction with the CCF JDA, BreathTech entered into an Investigator-Initiated Study Agreement ("CCF IISA") with The Cleveland Clinic Foundation (“Cleveland Clinic”), effective March 31, 2021, to expand the application of breath analysis by collecting and studying the gaseous portion of exhaled breath for markers of lung and systemic diseases.
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IMS-ETD 1 st Detect’s TRACER 1000 ● False alarms caused by confusants ● Near-zero false alarm rate ● Lower probability of detection ● Higher probability of detection ● Numerous unscheduled bake-outs and calibrations ● Near 100% up-time ● Limited library of compounds of interest ● Unlimited library of compounds of interest ● Addition of new compounds may require hardware changes ● Library updates that do not require hardware changes ● False alarms cause delays or shutdowns at security facilities/inspection checkpoints ● Improved throughput at security facilities and checkpoints ● Low price chemical detector ● Competitive price to IMS in a throughput sensitive environment These claims have been confirmed in numerous discussions with industry experts and verified in our many field trials. 13 Table of Contents AgLAB Inc.
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The pilot study concluded and the CCF IISA terminated in accordance with its terms on February 7, 2025. We currently have no active or anticipated studies with Cleveland Clinic under the CCF JDA. In addition, we have satisfied all payment obligations under the CCF JDA.
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Given that breath samples are quick, inexpensive, and painless, we anticipate that the BreathTest-1000 will help screen for signs of disease. We do not see this as competing with traditional tests but supplementing and improving medical care. Pro-Control, Inc.
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We believe additional studies would be required to continue exploration of technologies which may provide non-invasive methods of monitoring and studying lung and systematic diseases. We believe commercialization of this application with the AMS Technology would require many years and significant investment due to regulatory requirements. As such, we have determined to deploy capital instead to our other subsidiaries.
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Food and Drug Administration ("FDA") regarding how the FDA will classify the BreathTest-1000 and the classification has not yet been determined. The classification will inform the required FDA premarket submission and review process that will follow. If premarket notification (510(k) submission) is required, we intend to submit a pre-submission request to the FDA.
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On February 28, 2025, we announced the formation of our new wholly owned subsidiary, EN-SCAN, to manufacture and sell a new line of instruments built for environmental testing using its proprietary ATi GC and AMS Technology for outdoor field work for on-site, real-time air, water, and soil analysis providing instant feedback for accurate contamination source location and migration.
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Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring approval of a PMA.
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With a focus on real-time monitoring, EN-SCAN is expected to enable organizations to make data-driven decisions while reducing testing costs and time delays. The EN-SCAN lineup includes EN-SCAN Handheld GC, EN-SCAN Fenceline Monitor, and EN-SCAN Rugged Lab GC-MS. Each of these three testing solutions are designed for specific applications.
Added
Markets which we believe are likely to adopt Pro-Control’s products and services include: ● Petroleum refining ● Industrial chemical manufacturing ● Food processing ● Nutraceutical manufacturing ● Pharmaceutical manufacturing 10 EN-SCAN, Inc. The ultra-portable rugged GC enables continuous on-site monitoring and immediate response in critical applications.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

55 edited+26 added−18 removed195 unchanged
Biggest changeOur present and future funding requirements will depend on many factors, including: ● our ability to achieve projected revenue growth; ● the cost of expanding our operations, including production capacity; 26 Table of Contents ● our rate of progress in launching and commercializing new products, and the cost of the sales and marketing activities associated with increasing sales of our existing instruments and products; ● our rate of progress in, and cost of research and development activities associated with, products in research and development; ● the effect of competing technological and market developments; ● the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; ● costs related to domestic and international expansion; and ● the potential cost of and delays in product development as a result of any regulatory oversight that may be applicable to our products.
Biggest changeIn any event, we may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to: ● increase our sales and marketing efforts to drive market adoption of our products and address competitive developments; ● fund development and marketing efforts of our existing products or any future products; ● expand our technologies into additional markets; ● acquire, license or invest in technologies and other intellectual property rights; ● acquire or invest in complementary businesses or assets; and ● finance capital expenditures and general and administrative expenses. 28 Our present and future funding requirements will depend on many factors, including: ● our ability to achieve projected revenue growth; ● the cost of expanding our operations, including manufacturing and production capacity; ● our rate of progress in launching and commercializing new products, and the cost of the sales and marketing activities associated with increasing sales of our existing instruments and products; ● our rate of progress in, and cost of research and development activities associated with, products in research and development; ● the effect of competing technological and market developments; ● the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; ● costs related to domestic and international expansion; and ● the potential cost of and delays in product development as a result of any regulatory oversight that may be applicable to our products.
As we introduce any new and potentially promising product or service or improve existing products or services with new features or components, companies possessing competing technologies, or other companies owning patents or other intellectual property rights, may be motivated to assert infringement claims in order to generate royalty revenues, delay or diminish potential sales, and challenge our right to market such products or services.
As we introduce any new and potentially promising product or service or improve existing products or services with new features or components, companies possessing competing technologies, or other companies owning patents or other intellectual property rights, may be motivated to assert infringement claims in order to generate royalty revenues, delay or diminish potential sales, and challenge our right to market such products or services.
Even if successful in defending against such claims, patent and other intellectual property related litigation is costly and time consuming.
Even if successful in defending against such claims, patent and other intellectual property related litigation is costly and time consuming.
Third parties could also obtain patents or other intellectual property rights that may require us to either redesign products or, if possible, negotiate licenses from such third parties.
Third parties could also obtain patents or other intellectual property rights that may require us to either redesign products or, if possible, negotiate licenses from such third parties.
Adverse determinations in any such litigation could result in significant liabilities to third parties or injunctions, or could require us to seek licenses from third parties, and if such licenses are not available on commercially reasonable terms, prevent us from manufacturing, importing, distributing, selling, or using certain products, any one of which could have a material adverse effect on us.
Adverse determinations in any such litigation could result in significant liabilities to third parties or injunctions, or could require us to seek licenses from third parties, and if such licenses are not available on commercially reasonable terms, prevent us from manufacturing, importing, distributing, selling, or using certain products, any one of which could have a material adverse effect on us.
As a result of such an action, we may be forced to cease operations within the cannabis industry and our investors could lose value associated with their investment. We may become subject to FDA or ATF regulation with respect to our AgLab business. Marijuana remains a Schedule I controlled substance under U.S. federal law.
As a result of such an action, we may be forced to cease operations within the cannabis industry and our investors could lose value associated with their investment. 41 We may become subject to FDA or ATF regulation with respect to our AgLab business. Marijuana remains a Schedule I controlled substance under U.S. federal law.
The FDA and other federal and state governmental agencies regulate numerous elements of our business, including: ● product design and development; ● pre‑clinical and clinical testing and trials; ● product safety; ● establishment registration and product listing; ● labeling and storage; ● marketing, manufacturing, sales and distribution; ● pre‑market clearance or approval; ● servicing and post‑marketing surveillance, including reporting of deaths or serious injuries and malfunctions that, if they recurred, could lead to death or serious injury; ● advertising and promotion; ● post‑market approval studies; ● product import and export; and ● recalls and field‑safety corrective actions. 32 Table of Contents Before we can market or sell a new medical device, such as the BreathTest-1000, in the United States, we must obtain either clearance under Section 510(k) of the FDCA, grant of a de novo classification request, or approval of a pre‑market approval, or PMA, application from the FDA.
The FDA and other federal and state governmental agencies regulate numerous elements of our business, including: ● product design and development; ● pre‑clinical and clinical testing and trials; ● product safety; ● establishment registration and product listing; ● labeling and storage; ● marketing, manufacturing, sales and distribution; ● pre‑market clearance or approval; ● servicing and post‑marketing surveillance, including reporting of deaths or serious injuries and malfunctions that, if they recurred, could lead to death or serious injury; ● advertising and promotion; ● post‑market approval studies; ● product import and export; and ● recalls and field‑safety corrective actions. 35 Table of Contents Before we can market or sell a new medical device, such as the BreathTest-1000, in the United States, we must obtain either clearance under Section 510(k) of the FDCA, grant of a de novo classification request, or approval of a pre‑market approval, or PMA, application from the FDA.
If the FDA disagrees with our determination and requires us to submit new 510(k) notifications, de novo submissions or PMAs for modifications to our previously cleared or approved products for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties. 34 Table of Contents Once our BreathTest-1000 or any other device candidate we may develop in the future, if any, is cleared or approved by FDA for marketing in the United States, if ever, we may be liable if the FDA or other U.S. enforcement agencies determine we have engaged in the off ‑ label promotion of such products or have disseminated false or misleading labeling or promotional materials.
If the FDA disagrees with our determination and requires us to submit new 510(k) notifications, de novo submissions or PMAs for modifications to our previously cleared or approved products for which we have concluded that new clearances or approvals are unnecessary, we may be required to cease marketing or to recall the modified product until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties. 37 Table of Contents Once our BreathTest-1000 or any other device candidate we may develop in the future, if any, is cleared or approved by FDA for marketing in the United States, if ever, we may be liable if the FDA or other U.S. enforcement agencies determine we have engaged in the off ‑ label promotion of such products or have disseminated false or misleading labeling or promotional materials.
In addition, a cyber-related attack could result in other negative consequences, including damage to our reputation or competitiveness and remediation or increased protection costs, and could subject us to fines, damages, litigation, and enforcement actions. Increased costs associated with corporate governance compliance may significantly impact our results of operations.
In addition, a cyber-related attack could result in other negative consequences, including damage to our reputation or competitiveness and remediation or increased protection costs, and could subject us to fines, damages, litigation, and enforcement actions. 47 Increased costs associated with corporate governance compliance may significantly impact our results of operations.
We maintain insurance for certain risks, and we believe our insurance coverage is consistent with general practices within our industry. However, the amount of our insurance coverage may not cover all claims or liabilities and we may be forced to bear substantial costs. Item 1B. Unresolved Staff Comments None.
We maintain insurance for certain risks, and we believe our insurance coverage is consistent with general practices within our industry. However, the amount of our insurance coverage may not cover all claims or liabilities and we may be forced to bear substantial costs. 48 Item 1B. Unresolved Staff Comments None.
If such an excise tax on sales of our products in the United States is enacted, it could have a material adverse effect on our business, results of operations and financial condition. Our AgLAB business ’ growth is highly dependent on the U.S. hemp and cannabis market.
If such an excise tax on sales of our products in the United States is enacted, it could have a material adverse effect on our business, results of operations and financial condition. 39 Our AgLAB business ’ growth is highly dependent on the U.S. hemp and cannabis market.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. 41 Table of Contents If our common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, suppliers, customers and employees and fewer business development opportunities. 46 Table of Contents If our common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQB or the Pink Market maintained by OTC Markets Group Inc.
In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than the common stock or that is convertible into our common stock, which could decrease the relative voting power of the common stock or result in dilution to our existing shareholders. 40 Table of Contents Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any disputes between us and our stockholders, which could limit stockholders ’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers.
In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than the common stock or that is convertible into our common stock, which could decrease the relative voting power of the common stock or result in dilution to our existing shareholders. 45 Table of Contents Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any disputes between us and our stockholders, which could limit stockholders ’ ability to obtain a favorable judicial forum for disputes with us or our directors or officers.
The success of our new products and services will depend on several factors, including our ability to: • properly identify customer needs and predict future needs; • innovate and develop new technologies, services, and applications; 29 Table of Contents • successfully commercialize new technologies in a timely manner; • manufacture and deliver our products in sufficient volumes and on time; • differentiate our offering from our competitors’ offerings; • price our products competitively; • anticipate our competitors’ development of new products, services, or technological innovations; and • control product quantity in our manufacturing process.
The success of our new products and services will depend on several factors, including our ability to: • properly identify customer needs and predict future needs; • innovate and develop new technologies, services, and applications; 32 Table of Contents • successfully commercialize new technologies in a timely manner; • manufacture and deliver our products in sufficient volumes and on time; • differentiate our offering from our competitors’ offerings; • price our products competitively; • anticipate our competitors’ development of new products, services, or technological innovations; and • control product quantity in our manufacturing process.
Any interruption in the supply of components or materials, or our inability to obtain substitute components or materials from alternate sources at acceptable prices in a timely manner, could result in increased costs and impair our ability to meet the demand of our customers, any of which would have an adverse effect on our business, financial condition, results of operations and prospects. 31 Table of Contents Repair or replacement costs due to warranties we provide on our products could have a material adverse effect on our business, financial condition and results of operations.
Any interruption in the supply of components or materials, or our inability to obtain substitute components or materials from alternate sources at acceptable prices in a timely manner, could result in increased costs and impair our ability to meet the demand of our customers, any of which would have an adverse effect on our business, financial condition, results of operations and prospects. 34 Table of Contents Repair or replacement costs due to warranties we provide on our products could have a material adverse effect on our business, financial condition and results of operations.
If our systems are damaged or cease to function properly due to any number of causes, ranging from the failures of third-party service providers, to catastrophic events, to power outages, to security breaches, and our business continuity plans do not effectively compensate on a timely basis, we may suffer interruptions in our ability to manage operations which may adversely impact our results of operations and/or financial condition. 30 Table of Contents Our manufacturing operations are dependent upon third party suppliers, including single source suppliers, making us vulnerable to external factors such as supply shortages and price fluctuations, which could harm our business.
If our systems are damaged or cease to function properly due to any number of causes, ranging from the failures of third-party service providers, to catastrophic events, to power outages, to security breaches, and our business continuity plans do not effectively compensate on a timely basis, we may suffer interruptions in our ability to manage operations which may adversely impact our results of operations and/or financial condition. 33 Table of Contents Our manufacturing operations are mostly dependent upon third party suppliers, including single source suppliers, making us vulnerable to external factors such as supply shortages and price fluctuations, which could harm our business.
These additional regulatory requirements may involve significant costs and expenditures and, if we are not able to comply with any such requirements, our international expansion and business could be significantly harmed. 33 Table of Contents Failure to obtain clearance or authorization for the BreathTest-1000, or other delays in the development of the BreathTest-1000, would adversely affect our ability to grow our business.
These additional regulatory requirements may involve significant costs and expenditures and, if we are not able to comply with any such requirements, our international expansion and business could be significantly harmed. 36 Table of Contents Failure to obtain clearance or authorization for the BreathTest-1000, or other delays in the development of the BreathTest-1000, would adversely affect our ability to grow our business.
The process of obtaining regulatory clearances, approvals, and emergency use authorization to market a medical device can be costly and time‑consuming, and we may not be able to obtain these clearances, approvals, or authorizations on a timely basis, or at all for our proposed products. Our BreathTest-1000 product candidate may undergo FDA premarket review via the 510(k) process.
The process of obtaining regulatory clearances or approvals to market a medical device can be costly and time‑consuming, and we may not be able to obtain these clearances, approvals, or authorizations on a timely basis, or at all for our proposed products. Our BreathTest-1000 product candidate may undergo FDA premarket review via the 510(k) process.
The occurrence of any of these risks could negatively affect our international business and consequently our business, operating results, and financial condition. 28 Table of Contents Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.
The occurrence of any of these risks could negatively affect our international business and consequently our business, operating results, and financial condition. 31 Table of Contents Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.
The market price for our common stock may be influenced by many factors, including the following: ● investor reaction to our business strategy; ● the success of competitive products or technologies; ● our continued compliance with the Nasdaq listing standards; ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our products; ● actions taken by regulatory agencies with respect to our products, manufacturing process or sales and marketing terms; ● the success of our efforts to acquire or in-license additional products or product candidates; ● developments concerning our collaborations or partners; ● developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our products; ● our ability or inability to raise additional capital and the terms on which we raise it; ● declines in the market prices of stocks generally; 39 Table of Contents ● trading volume of our common stock; ● sales of our common stock by us or our stockholders; ● general economic, industry and market conditions; and ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability.
The market price for our common stock may be influenced by many factors, including the following: ● investor reaction to our business strategy; ● the success of competitive products or technologies; ● our continued compliance with the Nasdaq listing standards; ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our products; ● actions taken by regulatory agencies with respect to our products, manufacturing process or sales and marketing terms; ● the success of our efforts to acquire or in-license additional products or product candidates; ● developments concerning our collaborations or partners; ● developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our products; ● our ability or inability to raise additional capital and the terms on which we raise it; ● declines in the market prices of stocks generally; ● trading volume of our common stock; ● sales of our common stock by us or our stockholders; ● general economic, industry and market conditions; and ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability. 44 These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.
The Board has also designated Series C and Series D Preferred Stock, of which no shares and 280,898 shares are outstanding, respectively, as of June 30, 2024.
The Board has also designated Series C and Series D Preferred Stock, of which no shares and 280,898 shares are outstanding, respectively, as of June 30, 2025.
As of June 30, 2024, and 2023, we had accrued a balance of $184 thousand and $88 thousand, respectively relating to product warranty provision, representing a surplus of estimated warranty expenses over actual expenses for the fiscal years. Substantial amounts of warranty claims could have a material adverse effect on our business, financial condition and results of operations.
As of June 30, 2025 and 2024, we had accrued a balance of $197 thousand and $184 thousand, respectively relating to product warranty provision, representing a surplus of estimated warranty expenses over actual expenses for the fiscal years. Substantial amounts of warranty claims could have a material adverse effect on our business, financial condition and results of operations.
Summary Risk Factors Our business is subject to a number of risks, including those described at length below.
Item 1A. Risk Factors Summary Risk Factors Our business is subject to a number of risks, including those described at length below.
To the extent these costs are significant, our general and administrative expenses are likely to increase. 43 Table of Contents Our insurance coverage may be inadequate to cover all significant risk exposures. We are exposed to liabilities that are unique to the products and services we provide.
To the extent these costs are significant, our general and administrative expenses are likely to increase. Our insurance coverage may be inadequate to cover all significant risk exposures. We are exposed to liabilities that are unique to the products and services we provide.
As of June 30, 2024, we had an accumulated deficit of approximately $237 million and reported a net loss of $11.7 million for the fiscal year 2024. We are unable to predict the extent of any future losses or when we will become profitable, if at all.
As of June 30, 2025, we had an accumulated deficit of approximately $251 million and reported a net loss of $13.8 million for the fiscal year 2025. We are unable to predict the extent of any future losses or when we will become profitable, if at all.
Our products contain several critical components, including certain electrical components such as specialized cables and specialized pumps. Some of the suppliers of critical components or materials are single source suppliers.
Our products contain several critical components, including certain electrical components such as specialized cables and specialized pumps, which are primarily manufactured by third parties. Some of the suppliers of critical components or materials are single source suppliers.
Our Certificate of Incorporation authorizes 250,000,000 shares of common stock, of which 1,701,729 were outstanding as of June 30, 2024, and our Board is authorized to issue additional shares of our common stock.
Our Certificate of Incorporation authorizes 250,000,000 shares of common stock, of which 1,758,953 were outstanding as of June 30, 2025, and our Board is authorized to issue additional shares of our common stock.
Evolving federal and state laws and regulations pertaining to the use or cultivation of hemp and cannabis, as well active enforcement by federal or state authorities of the laws and regulations governing the use and cultivation of hemp and cannabis may indirectly affect our business, our revenues and our profits. 36 Table of Contents The public’s perception of hemp and cannabis may significantly impact the cannabis industry’s success.
Evolving federal and state laws and regulations pertaining to the use or cultivation of hemp and cannabis, as well active enforcement by federal or state authorities of the laws and regulations governing the use and cultivation of hemp and cannabis may indirectly affect our business, our revenues and our profits.
A second two-year moratorium on the medical device excise tax was signed into law in January 2018 as part of the Extension of Continuing Appropriations Act, 2018 (Pub. L. 115-120), extending the moratorium through December 31, 2019. On December 20, 2019, as part of the Further Consolidated Appropriations Act, 2020 H.R. 1865 (Pub.
L. 114-113), signed into law in December 2015, included a two-year moratorium on the medical device excise tax. A second two-year moratorium on the medical device excise tax was signed into law in January 2018 as part of the Extension of Continuing Appropriations Act, 2018 (Pub. L. 115-120), extending the moratorium through December 31, 2019.
We generate substantial revenue from two customers who are affiliates of each other and neither of which have a long-term contract with us. Given such high concentration of revenue on our consolidated results, our revenue may fluctuate significantly year over year based upon sales to either customer.
We generated substantial revenue from four customers, none of which have a long-term contract with us. Given such high concentration of revenue on our consolidated results, our revenue may fluctuate significantly year over year based upon sales to either customer.
The fluctuations in economic and market conditions that impact the prices of commercially grown hemp and cannabis, such as increases in the supply of hemp and cannabis and decreases in demand for hemp and cannabis, could have a negative impact on our clients that are hemp and cannabis producers, and therefore could negatively impact our business.
The fluctuations in economic and market conditions that impact the prices of commercially grown hemp and cannabis, such as increases in the supply of hemp and cannabis and decreases in demand for hemp and cannabis, could have a negative impact on our clients that are hemp and cannabis producers, and therefore could negatively impact our business. 42 We may be subject to constraints on and differences in marketing our products under varying state laws.
As the possession and use of marijuana is illegal under the CSA, it is possible that our manufacture and sale of equipment that is used to cultivate marijuana or marijuana products may be deemed to be aiding and abetting illegal activities.
We cannot predict the nature of such developments or the effect, if any, that such developments could have on our business. 40 As the possession and use of marijuana is illegal under the CSA, it is possible that our manufacture and sale of equipment that is used to cultivate marijuana or marijuana products may be deemed to be aiding and abetting illegal activities.
If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be materially, adversely affected. 38 Table of Contents We are subject to differing tax rates in several jurisdictions in which we operate, which may adversely affect our business, financial condition, results of operations and prospects.
If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and operating results could be materially, adversely affected.
Both the medical and adult-use of hemp and cannabis are controversial topics, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable. The hemp and cannabis industry is an early-stage business that is constantly evolving with no guarantee of viability.
The public’s perception of hemp and cannabis may significantly impact the cannabis industry’s success. Both the medical and adult-use of hemp and cannabis are controversial topics, and there is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabis will be favorable.
We are subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change.
We are subject to differing tax rates in several jurisdictions in which we operate, which may adversely affect our business, financial condition, results of operations and prospects. We are subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change.
Furthermore, we are subject to risks including, but not limited to, the following with respect to the development of the BreathTest-1000: ● the governmental approval process could be lengthy, time consuming and is inherently unpredictable, and we cannot guarantee that the required approvals for our products, including FDA approvals, will be granted on a timely basis or at all or that we will ever have a marketable product; ● customers must be persuaded that using our products are effective alternatives to other existing detection methods available for COVID-19 and other infections in order for our products to be commercially successful; ● if we fail to comply with applicable FDA regulations, our premarket submissions could be adversely affected, and we could face substantial enforcement actions, including civil and criminal penalties and our business, operations and financial condition could be adversely affected.
Furthermore, we are subject to risks including, but not limited to, the following with respect to the development of the BreathTest-1000: ● the governmental approval process could be lengthy, time consuming and is inherently unpredictable, and we cannot guarantee that the required approvals for our products, including FDA approvals, will be granted on a timely basis or at all or that we will ever have a marketable product; ● customers must be persuaded that using our products are effective alternatives to other existing detection methods available for infections in order for our products to be commercially successful; Medical-device development involves a high degree of risk and uncertainty, and our potential products may not be successfully developed, achieve their intended benefits, receive full market authorization, or be commercially successful.
These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. Further, recent increases are significantly inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value, including our loss per share of $7.12 for our fiscal year ended June 30, 2024.
Further, recent increases are significantly inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value, including our loss per share of $8.32 for our fiscal year ended June 30, 2025.
The Patient Protection and Affordable Care Act (the “PPACA”) imposed, among other things, an excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States. Under these provisions, the Congressional Research Service predicted that the total cost to the medical device industry may be up to $20 billion over a decade.
Our financial performance may be adversely affected by medical device tax provisions in healthcare reform laws. The Patient Protection and Affordable Care Act (the “PPACA”) imposed, among other things, an excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States.
The following is a summary of some of the principal risks we face: ● Risks Related to Our Business and Industry ● Legal and Regulatory Risks ● Risks Related to Ownership of Our Common Stock ● General Risks 25 Table of Contents RISK FACTORS Risks Related to Our Business and Industry We have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future.
The following is a summary of some of the principal risks we face: ● We have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future. ● Our business units are in the development stage.
Demand for our products may be negatively impacted depending on how laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions develop. We cannot predict the nature of such developments or the effect, if any, that such developments could have on our business.
Demand for our products may be negatively impacted depending on how laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptions develop.
There can be no assurance that our supply of components will not be limited, interrupted, or of satisfactory quality or continue to be available at acceptable prices.
While we also manufacture some of our products in-house to maintain greater control over quality and timeliness of those products, there can be no assurance that our supply of these other components will not be limited, interrupted, or of satisfactory quality or continue to be available at acceptable prices.
On January 26, 2023, the FDA reiterated its longstanding position (since the passage of the 2018 Farm Bill), announcing that, despite much speculation to the contrary, it would not seek to regulate CBD as a lawful dietary supplement. 37 Table of Contents If FDA changes its current position in the future or if Congress enacts new legislation under which FDA is expressly authorized and directed to do so, the FDA may issue rules and regulations, including good manufacturing practices related to the growth, cultivation, harvesting, processing, and production of hemp products.
If FDA changes its current position in the future or if Congress enacts new legislation under which FDA is expressly authorized and directed to do so, the FDA may issue rules and regulations, including good manufacturing practices related to the growth, cultivation, harvesting, processing, and production of hemp products.
We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects. The stock market in general and the market for companies such as ours in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.
The stock market in general and the market for companies such as ours in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience losses on their investment in our common stock.
We may be subject to constraints on and differences in marketing our products under varying state laws. There are and may continue to be restrictions on sales and marketing activities imposed by government regulatory bodies that could hinder the development of our business and operating results.
There are and may continue to be restrictions on sales and marketing activities imposed by government regulatory bodies that could hinder the development of our business and operating results. Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised.
Such competition could adversely affect the prices for any products or the market share of any of our business units and could have a material adverse effect on its results of operations and financial condition.
Such competition could adversely affect the prices for any products or the market share of any of our business units and could have a material adverse effect on its results of operations and financial condition. 29 Third parties have infringed on our intellectual property rights, and may claim in the future that we are infringing on their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling products.
Risks Related to Ownership of Our Common Stock Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses. Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future.
Such policies and actions could effect our ability to export our products and could reduce demand for our products and services, increase our costs, reduce our profitability, adversely impact our supply chain or otherwise have a material adverse effect on our business and results of operations. 43 Risks Related to Ownership of Our Common Stock Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses.
The Internal Revenue Service issued final regulations implementing the tax in December 2012, which required, among other things, bi-monthly payments and quarterly reporting. The Consolidated Appropriations Act, 2016 (Pub. L. 114-113), signed into law in December 2015, included a two-year moratorium on the medical device excise tax.
Under these provisions, the Congressional Research Service predicted that the total cost to the medical device industry may be up to $20 billion over a decade. The Internal Revenue Service issued final regulations implementing the tax in December 2012, which required, among other things, bi-monthly payments and quarterly reporting. The Consolidated Appropriations Act, 2016 (Pub.
Changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations, may have a material adverse effect on us. The change in U.S. presidential administrations may alter the U.S.’s approach to international trade, which may impact existing bilateral or multi-lateral trade agreements and treaties with foreign countries.
Changes in U.S. trade policy, including changes to existing trade agreements and any resulting changes in international trade relations, may have a material adverse effect on us and our export compliance as it relates to our international customers.
The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries.
Marketing, advertising, packaging, and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts. The regulatory environment in the U.S. limits our ability to compete for market share in a manner similar to other industries.
In addition, some licenses may be non-exclusive, which could provide our competitors access to the same technologies. Under any of the circumstances, we may incur significant expenses. 27 Table of Contents We may not be able to successfully develop the BreathTest-1000 or any other new products or services.
In addition, some licenses may be non-exclusive, which could provide our competitors access to the same technologies. Under any of the circumstances, we may incur significant expenses. Around October 2024 we became aware of two third party companies advertising the TRACER 1000 for sale on their respective websites.
On November 9, 2023, the intra-day sales price of our common stock fluctuated between a reported low sale price of $7.86 and a reported high sales price of $9.16. Throughout the fiscal year 2024, the closing sales price of our common stock has fluctuated between a reported low sales price of $7.12 and a reported high sales price of $13.49.
Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. On September 9, 2024, the intra-day sales price of our common stock fluctuated between a reported low sale price of $8.01 and a reported high sales price of $10.69.
The U.S. has imposed tariffs on certain foreign goods and may increase tariffs or impose new ones, and certain foreign governments have retaliated and may continue to do so. We derive a significant portion of our revenues from international sales, which makes us especially vulnerable to increased tariffs.
The recent changes in the U.S.’s approach to international trade may impact existing bilateral or multi-lateral trade agreements and treaties with foreign countries. The U.S. has imposed tariffs on certain foreign goods and may increase tariffs or impose new ones, and certain foreign governments have retaliated and may continue to do so.
Moreover, as the COVID-19 pandemic persists and further information continues to develop, we are learning of increased risks and uncertainties in developing and commercializing new products and services in these unprecedented and evolving circumstances. Our sales and operations in international markets expose us to operational, financial and regulatory risks.
Moreover, as the FDA and other U.S. regulatory agencies undergo changes in leadership and policy initiatives, there are higher than normal uncertainties in developing and commercializing new products and services. Our sales and operations in international markets expose us to operational, financial and regulatory risks.
Similarly, our ability to recruit and retain patients and principal investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19 and adversely impact our clinical trial operations. 42 Table of Contents Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, services, and data.
General Risk Factors Increased cybersecurity requirements, vulnerabilities, threats, and more sophisticated and targeted computer crime could pose a risk to our systems, networks, products, services, and data.
Such government‑adopted reform measures may adversely impact the pricing of healthcare products and services in the United States or internationally and the amount of reimbursement available from third‑party payors. 35 Table of Contents Our financial performance may be adversely affected by medical device tax provisions in healthcare reform laws.
Such government‑adopted reform measures may adversely impact the pricing of healthcare products and services in the United States or internationally and the amount of reimbursement available from third‑party payors. 38 Disruptions at FDA and other government agencies, such as those that may be caused by funding shortages, could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved, or commercialized in a timely manner or at all, which could negatively impact our business.
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Item 1A. Risk Factors An investment in our securities involves a high degree of risk. This annual report will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in this annual report.
Added
They have earned limited revenues and it is uncertain whether they will earn any revenues in the future or whether any of them will ultimately be profitable. ● We may need to raise additional capital to fund the operations of our business units and commercialize our products. ● We may not be able to obtain patents, other intellectual property protection or licenses for the technologies contained in the products we develop. ● Third parties have infringed on our intellectual property rights, and may claim in the future that we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling products. ● We may not be able to successfully develop the BreathTest-1000 or any other new products or services. ● Our sales and operations in international markets expose us to operational, financial and regulatory risks. ● Our business, financial condition and results of operations may be adversely impacted by the effects of inflation. ● We generate substantial revenue from a limited number of customers and the loss of any such customer may harm our business, results of operations and financial results. ● Our success depends significantly on the establishment and maintenance of successful relationships with our customers. ● Third parties may claim we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling products. ● Our ongoing success is dependent upon the continued availability of certain key employees. ● Our operating results may be adversely affected by increased competition. ● Our facilities located in Austin are susceptible to damage caused by hurricanes or other natural disasters. ● If we are unable to anticipate technological advances and customer requirements in the commercial and governmental markets, our business and financial condition may be adversely affected. 26 ● We incur substantial upfront, non-reimbursable costs in preparing proposals to bid on contracts or to receive research and development grants that we may not be awarded. ● A failure of a key information technology system, process, or site could have a material adverse impact on our ability to conduct business. ● Our manufacturing operations are mostly dependent upon third party suppliers, including single source suppliers, making us vulnerable to external factors such as supply shortages and price fluctuations, which could harm our business. ● Repair or replacement costs due to warranties we provide on our products could have a material adverse effect on our business, financial condition and results of operations. ● Our products and operations are subject to extensive governmental regulation, and failure to comply with applicable requirements could cause our business to suffer. ● Failure to obtain clearance or authorization for the BreathTest-1000, or other delays in the development of the BreathTest-1000, would adversely affect our ability to grow our business. ● We and our suppliers may not meet regulatory quality standards applicable to our device-manufacturing processes, which could have an adverse effect on our business, financial condition, and results of operations. ● If the BreathTest-1000 or any other device candidates are cleared for commercialization in the United States via the 510(k) process, product modifications may require new 510(k) clearances, de novo submissions, or pre‑market approvals, or may require us to cease marketing or recall the modified products until clearances are obtained. ● Once our BreathTest-1000 or any other device candidate we may develop in the future, if any, is cleared or approved by FDA for marketing in the United States, if ever, we may be liable if the FDA or other U.S. enforcement agencies determine we have engaged in the off‑label promotion of such products or have disseminated false or misleading labeling or promotional materials. ● Legislative or regulatory healthcare reforms may make it more difficult and costly for us to obtain reimbursement for our products or regulatory clearance or approval of our future products, if any, and to produce, market and distribute those products after clearance or approval is obtained. ● Disruptions at FDA and other government agencies, such as those that may be caused by funding shortages, could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved, or commercialized in a timely manner or at all, which could negatively impact our business. ● Our financial performance may be adversely affected by medical device tax provisions in healthcare reform laws. ● Our AgLAB business’ growth is highly dependent on the U.S. hemp and cannabis market.
Removed
The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.
Added
New regulations causing licensing shortages and future regulations may create other limitations that decrease the demand for our products.
Removed
In any event, we may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to: ● increase our sales and marketing efforts to drive market adoption of our products and address competitive developments; ● fund development and marketing efforts of our existing products or any future products; ● expand our technologies into additional markets; ● acquire, license or invest in technologies and other intellectual property rights; ● acquire or invest in complementary businesses or assets; and ● finance capital expenditures and general and administrative expenses.
Added
General regulations at state and federal in the future may adversely impact our business. ● As the possession and use of marijuana is illegal under the CSA, it is possible that our manufacture and sale of equipment that is used to cultivate marijuana or marijuana products may be deemed to be aiding and abetting illegal activities. ● We may become subject to FDA or ATF regulation with respect to our AgLab business. ● The hemp and cannabis industry could face strong opposition from other industries. 27 Table of Contents RISK FACTORS Risks Related to Our Business and Industry We have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future.
Removed
Their parties may claim we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling products.
Added
Their websites used images of the TRACER 1000 that were copied from the 1st Detect website. The offering price was far below the price that we would quote to a potential customer, and these companies were not authorized distributors of our products.
Removed
Medical-device development involves a high degree of risk and uncertainty, and our potential products may not be successfully developed, achieve their intended benefits, receive full market authorization, or be commercially successful.
Added
We are aware that these companies have confirmed to independent inquiries that they are authorized distributors or resellers of 1st Detect’s products. We have not granted licenses to these companies to distribute 1st Detect's products. We engaged legal counsel to investigate the companies.
Removed
Restrictions may include regulations that specify what, where and to whom product information and descriptions may appear and/or be advertised. Marketing, advertising, packaging, and labeling regulations also vary from state to state, potentially limiting the consistency and scale of consumer branding communication and product education efforts.
Added
One company subsequently responded to our investigation’s inquiries that they did not have the product in stock but would order it directly from the manufacturer. However, the second company confirmed to an anonymous inquiry that they have the product in stock, which we believe is misleading to customers.
Removed
As a result of this volatility, investors may experience losses on their investment in our common stock.
Added
In February 2025 demand letters were sent to both companies informing them that they were infringing on the EU registered copyrights of 1st Detect and TRACER 1000 and must remove the misleading information from their websites immediately. By July 10, 2025, all mentions of TRACER 1000 or 1st Detect and its products had been removed from both companies’ websites.
Removed
General Risk Factors We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations, and/or cash flows. We face various risks related to health epidemics, pandemics, and similar outbreaks, including the global outbreak of COVID-19 and its multiple variants.
Added
We have incurred costs with respect to such matters, including in the form of attorneys’ fees and costs.
Removed
The COVID-19 pandemic had numerous negative consequences for our business, including a reduction in demand for certain of our security screening products and services caused by a significant reduction in airline passenger traffic. To slow and limit the transmission of COVID-19, governments across the world imposed air travel restrictions and businesses and individuals canceled air travel plans.
Added
Other costs incurred, as a result of infringement claims like the ones discussed above, could include damages, fines or other penalties, whether pursuant to a judgment or settlement, and diversion of our management’s attention, which could adversely affect our business, financial condition or operating results. 30 Table of Contents We may not be able to successfully develop the BreathTest-1000 or any other new products or services.
Removed
These restrictions and cancelations reduced demand for security screening products and related services at airport checkpoints globally as the number of airline passengers requiring screening fell. The pandemic also hampered our ability to meet with our customers and prospective customers and created supply chain challenges as certain components had longer lead times.
Added
The ability of FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, FDA’s ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect FDA’s ability to perform routine functions.
Removed
The continued spread of COVID-19 and COVID variants also led to disruption and volatility in the global capital markets, which increased the cost of capital and adversely impacted access to capital.
Added
Average review times at the agency have fluctuated in recent years as a result.
Removed
While such negative impacts to our business have subsided to some degree, there is risk that new strains of COVID-19 may become more prevalent and cause an extension of or additional negative consequences.
Added
Disruptions at FDA and other agencies may also increase the time necessary to meet with and provide feedback to entities developing drug products, review and/or approve our submissions, conduct inspections, issue regulatory guidance, or otherwise authorize our actions requiring regulatory approval, which would adversely affect our business.
Removed
In addition, if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures, or other restrictions in connection with the COVID-19 pandemic, our operations will likely be impacted. We may be unable to perform fully on our contracts and our costs may increase as a result of the COVID-19 outbreak.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+4 added−1 removed13 unchanged
Biggest changeThe sublease commenced on December 1, 2022 and has a lease term of 29 months. Our equipment leases are for devices used in our research and development efforts. We believe that our current facilities and equipment are well maintained and in good condition. The facilities and equipment are adequate for our present needs but not for our currently foreseeable needs.
Biggest changeWe believe that our current facilities and equipment are well maintained and in good condition. The facilities and equipment are adequate for our present needs but not for our currently foreseeable needs. We expect that we will be relocating to the Metric facility during fiscal year 2026. 50
These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes generally follow industry-recognized standards and frameworks, and are compliant with applicable laws. 44 Table of Contents As part of our cybersecurity risk management program, we have a process to assess and review the cybersecurity practices of major third-party vendors and service providers that access, process, collect, share, create, store, transmit or destroy our information or have access to our systems, including through review of applicable certifications, and security reports, and contractual requirements, as appropriate.
These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes generally follow industry-recognized standards and frameworks, and are compliant with applicable laws. 49 Table of Contents As part of our cybersecurity risk management program, we have a process to assess and review the cybersecurity practices of major third -party vendors and service providers that access, process, collect, share, create, store, transmit or destroy our information or have access to our systems, including through review of applicable certifications, and security reports, and contractual requirements, as appropriate.
Properties During fiscal year 2024, Astrotech had two existing facility leases and several equipment leases. Astrotech currently leases a research and development facility (the “R&D facility”) of approximately 5,960 square feet in Austin, Texas that includes a laboratory, a small production shop, and offices for staff, although our accounting and administrative employees continue to work remotely.
Properties During fiscal year 2025, Astrotech had two existing facility leases and several equipment leases. Astrotech currently leases a research and development facility (the “R&D facility”) of approximately 5,960 square feet in Austin, Texas that includes a laboratory, a small production shop, and offices for staff, although our accounting and administrative employees continue to work remotely.
In the event of a cybersecurity incident, the CFO and information technology team are equipped with a well-defined incident response plan, which includes escalation to executive management and the audit committee, and relevant public disclosure, as appropriate. Cybersecurity Risk Management and Strategy Our cybersecurity program, which is informed by CIS, includes processes for identification, assessment, and management of cybersecurity risks.
In the event of a cybersecurity incident, the COO and information technology team are equipped with a well-defined incident response plan, which includes escalation to executive management and the audit committee, and relevant public disclosure, as appropriate. Cybersecurity Risk Management and Strategy Our cybersecurity program, which is informed by CIS, includes processes for identification, assessment, and management of cybersecurity risks.
We also work with external security service providers to support our security monitoring and threat detection capabilities and have implemented a process for such external providers to report relevant findings to executive management, where appropriate. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our information technology team overseen by the CFO.
We also work with external security service providers to support our security monitoring and threat detection capabilities and have implemented a process for such external providers to report relevant findings to executive management, where appropriate. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our information technology team overseen by the COO.
Management ’ s Role We have day-to-day administration and management of our cybersecurity program, under the direct supervision of our executive management, including our Chief Financial Officer (“CFO”).
Management ’ s Role We have day-to-day administration and management of our cybersecurity program, under the direct supervision of our IT Manager in conjunction with executive management, including our Chief Financial Officer (“CFO”) through August 12, 2025, and beginning on August 13, 2025 our Chief Operating Officer ("COO").
Our CFO and information technology team are continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. The CFO and information technology team implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities.
The COO and information technology team implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities.
With nine years of experience at the Company, our CFO is familiar with our technology infrastructure and risk profile. Our information technology team tests our compliance with Center for Internet Security version 8 standards (“CIS”), remediates known cybersecurity risks, and leads our employee training program as such items relate to cybersecurity.
Our information technology team tests our compliance with Center for Internet Security version 8 standards (“CIS”), remediates known cybersecurity risks, and leads our employee training program as such items relate to cybersecurity. Our COO and information technology team are continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques.
Removed
We anticipate relocating to a larger facility during fiscal year 2025.
Added
The sublease commenced on December 1, 2022 and has a lease term of 29 months.
Added
The R&D and Manufacturing Facility and the Subleased Facility are collectively referred to herein as the “Donley Facilities.” On January 20, 2025, the Company entered into a lease extension to extend the terms of the leases associated with the Donley Facilities effective May 1, 2025 (“Donley Facilities Lease Extension”). We are currently continuing to lease on a month-to-month basis.
Added
The monthly rent for the Donley Facilities will be $14,186 during the extension period. On January 29, 2025, we entered into a new lease agreement for a facility of approximately 17,628 square feet in Austin, Texas (the “Metric facility”) for a term of 89-months, which such term commences July 1, 2025.
Added
The Metric facility is intended to support and encompass all Austin based functions. Our total contractual base rent obligation for the Metric facility is approximately $3.0 million, less a tenant allowance of $317.3 thousand. Our equipment lease is for a device used in our research and development efforts.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeNotwithstanding the uncertainty as to the final outcome, based upon the information currently available, management does not believe any matters, individually or in aggregate, will have a material adverse effect on the Company’s financial position or results of operations. 45 Table of Contents
Biggest changeNotwithstanding the uncertainty as to the final outcome, based upon the information currently available, management does not believe any matters, individually or in aggregate, will have a material adverse effect on the Company’s financial position or results of operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+0 added−0 removed1 unchanged
Biggest changeWe have 250,000,000 shares of common stock authorized for issuance. As of September 17, 2024, we had 1,701,729 shares of common stock outstanding, which were held by approximately 28 holders of record. This number does not include beneficial or other owners for whom common stock may be held in “street” name.
Biggest changeWe have 250,000,000 shares of common stock authorized for issuance. As of September 24, 2025, we had 1,758,953 shares of common stock outstanding, which were held by approximately 28 holders of record. This number does not include beneficial or other owners for whom common stock may be held in “street” name.
The last reported sale price of our common stock as reported by The Nasdaq Capital Market on September 17, 2024 was $8.28 per share. Sales of Unregistered Securities None.
The last reported sale price of our common stock as reported by The Nasdaq Capital Market on September 24, 2025, was $5.14 per share. Sales of Unregistered Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

128 edited+50 added−64 removed129 unchanged
Biggest changeSeptember 28, 2023 PCAOB ID Number 83 56 Table of Contents ASTROTECH CORPORATION Consolidated Balance Sheets (In thousands, except share and per share data) June 30, 2024 2023 Assets Current assets Cash and cash equivalents $ 10,442 $ 14,208 Short-term investments 21,474 27,919 Accounts receivable 77 225 Inventory, net: Raw materials 2,038 1,379 Work-in-process 66 243 Finished goods 370 373 Income tax receivable — 1 Prepaid expenses and other current assets 261 365 Total current assets 34,728 44,713 Property and equipment, net 2,763 2,670 Operating lease right-of-use assets, net 119 262 Other assets, net 30 30 Total assets $ 37,640 $ 47,675 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 373 $ 546 Payroll related accruals 1,174 633 Accrued expenses and other liabilities 754 1,170 Lease liabilities, current 227 316 Total current liabilities 2,528 2,665 Accrued expenses and other liabilities, net of current portion 232 — Lease liabilities, net of current portion 73 291 Total liabilities 2,833 2,956 Commitments and contingencies (Note 14) Stockholders’ equity Convertible preferred stock, $ 0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series D issued and outstanding at June 30, 2024 and 2023, respectively — — Common stock, $ 0.001 par value, 250,000,000 shares authorized at June 30, 2024 and 2023 respectively; 1,712,045 and 1,692,045 shares issued at June 30, 2024 and 2023 respectively; 1,701,729 and 1,681,729 outstanding at June 30, 2024 and 2023, respectively 190,643 190,643 Treasury shares, 10,316 shares at June 30, 2024 and 2023 (119 ) (119 ) Additional paid-in capital 82,480 81,002 Accumulated deficit (237,020 ) (225,354 ) Accumulated other comprehensive loss (1,177 ) (1,453 ) Total stockholders’ equity 34,807 44,719 Total liabilities and stockholders’ equity $ 37,640 $ 47,675 See accompanying notes to consolidated financial statements. 57 Table of Contents ASTROTECH CORPORATION Consolidated Statements of Operations and Comprehensive Loss (In thousands, except per share data) June 30, 2024 2023 Revenue $ 1,664 $ 750 Cost of revenue 913 444 Gross profit 751 306 Operating expenses: Selling, general and administrative 7,241 5,775 Research and development 6,790 5,591 Total operating expenses 14,031 11,366 Loss from operations (13,280 ) (11,060 ) Other income and expense, net 1,616 1,418 Loss from operations before income taxes (11,664 ) (9,642 ) Income tax expense (2 ) — Net loss $ (11,666 ) $ (9,642 ) Weighted average common shares outstanding: Basic and diluted 1,638 1,620 Basic and diluted net loss per common share: Net loss per common share $ (7.12 ) $ (5.95 ) Other comprehensive loss, net of tax: Net loss $ (11,666 ) $ (9,642 ) Available-for-sale securities: Net unrealized gain (loss) 276 (254 ) Total comprehensive loss $ (11,390 ) $ (9,896 ) See accompanying notes to consolidated financial statements. 58 Table of Contents ASTROTECH CORPORATION Consolidated Statement of Changes in Stockholders’ Equity (In thousands) Preferred Stock Common Stock Class D Number of Shares Outstanding Amount Number of Shares Outstanding Amount Treasury Stock Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Balance at June 30, 2022 281 $ — 1,686 $ 190,642 $ — $ 79,505 $ (215,712 ) $ (1,199 ) $ 53,236 Net change in available-for-sale marketable securities — — — — — — — (254 ) (254 ) Stock-based compensation — — 4 1 — 1,497 — — 1,498 Restricted stock issuance — — 2 — — — — — — Purchase of treasury stock — — (10 ) — (119 ) — — — (119 ) Net loss — — — — — — (9,642 ) — (9,642 ) Balance at June 30, 2023 281 $ — 1,682 190,643 (119 ) 81,002 (225,354 ) (1,453 ) 44,719 Net change in available-for-sale marketable securities — — — — — — — 276 276 Restricted stock issuance — — 20 — — — — — — Stock-based compensation — — — — — 1,478 — — 1,478 Net loss — — — — — — (11,666 ) — (11,666 ) Balance at June 30, 2024 281 $ — 1,702 $ 190,643 $ (119 ) $ 82,480 $ (237,020 ) $ (1,177 ) $ 34,807 See the accompanying notes to consolidated financial statements. 59 Table of Contents ASTROTECH CORPORATION Consolidated Statements of Cash Flows (In thousands) Years Ended June 30, 2024 2023 Cash flows from operating activities: Net loss $ (11,666 ) $ (9,642 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 1,478 1,498 Depreciation 731 366 Amortization of operating lease right-of-use assets 143 123 Interest on financing leases 13 15 Loss on disposal of asset — 25 Changes in assets and liabilities: Accounts receivable 148 (169 ) Contract asset — 2 Inventory, net (479 ) (477 ) Income tax receivable — (1 ) Accounts payable (173 ) 377 Other assets and liabilities 246 390 Income taxes payable 1 (2 ) Repayment of financing liability in connection with internal-use software (14 ) — Operating lease liabilities (153 ) (130 ) Net cash used in operating activities (9,725 ) (7,625 ) Cash flows from investing activities: Purchases of property and equipment (579 ) (1,844 ) Purchases of short-term investments — (5,140 ) Proceeds from short-term investments 6,719 3,140 Net cash provided by (used in) investing activities 6,140 (3,844 ) Cash flows from financing activities: Purchase of treasury shares — (119 ) Repayment of related-party debt — (500 ) Repayments on finance lease liabilities (181 ) (157 ) Net cash used in financing activities (181 ) (776 ) Net change in cash and cash equivalents $ (3,766 ) $ (12,245 ) Cash and cash equivalents at beginning of period 14,208 26,453 Cash and cash equivalents at end of period $ 10,442 $ 14,208 Supplemental disclosures of cash flow information: Cash paid for interest $ 26 $ 69 Acquisition of equipment/ software through financing lease $ 245 $ 119 Operating right-of-use assets and associated liabilities $ — $ 223 Income taxes paid $ 2 $ 2 See accompanying notes to consolidated financial statements. 60 Table of Contents ASTROTECH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended June 30, 2024 and 2023 ( 1 ) Description of the Company and Operating Environment Business Overview The terms “Astrotech”, “the Company”, “we”, “us”, or “our” refer to Astrotech Corporation (Nasdaq: ASTC), a Delaware corporation organized in 1984.
Biggest changeSeptember 26, 2025 PCAOB ID Number 587 60 Table of Contents ASTROTECH CORPORATION Consolidated Balance Sheets (In thousands, except share and per share data) June 30, 2025 2024 Assets Current assets Cash and cash equivalents $ 3,100 $ 10,442 Short-term investments 15,108 21,474 Accounts receivable 485 77 Inventory, net: Raw materials 2,194 2,038 Work-in-process 425 66 Finished goods 310 370 Prepaid expenses and other current assets 353 261 Total current assets 21,975 34,728 Property and equipment, net 2,395 2,763 Intangible assets, net 48 - Operating lease right-of-use assets, net 2,225 119 Other assets, net 346 30 Total assets $ 26,989 $ 37,640 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 1,066 $ 373 Payroll related accruals 529 1,174 Accrued expenses and other liabilities 451 754 Lease liabilities, current 405 227 Total current liabilities 2,451 2,528 Accrued expenses and other liabilities, net of current portion 164 232 Lease liabilities, net of current portion 2,274 73 Total liabilities 4,889 2,833 Commitments and contingencies (Note 13) Stockholders’ equity Convertible preferred stock, $ 0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series D issued and outstanding at June 30, 2025 and 2024, respectively - - Common stock, $ 0.001 par value, 250,000,000 shares authorized at June 30, 2025 and 2024 respectively; 1,769,269 and 1,712,045 shares issued at June 30, 2025 and 2024 respectively; 1,758,953 and 1,701,729 shares outstanding at June 30, 2025 and 2024, respectively 190,643 190,643 Treasury shares, 10,316 shares at June 30, 2025 and 2024, respectively (119 ) (119 ) Additional paid-in capital 83,310 82,480 Accumulated deficit (250,870 ) (237,020 ) Accumulated other comprehensive loss (864 ) (1,177 ) Total stockholders’ equity 22,100 34,807 Total liabilities and stockholders’ equity $ 26,989 $ 37,640 See accompanying notes to consolidated financial statements. 61 Table of Contents ASTROTECH CORPORATION Consolidated Statements of Operations and Comprehensive Loss (In thousands, except per share data) June 30, 2025 2024 Revenue $ 1,049 $ 1,664 Cost of revenue 574 913 Gross profit 475 751 Operating expenses: Selling, general and administrative 7,067 7,241 Research and development 8,142 6,790 Total operating expenses 15,209 14,031 Loss from operations (14,734 ) (13,280 ) Other income and expense, net 886 1,616 Loss from operations before income taxes (13,848 ) (11,664 ) Income tax expense (2 ) (2 ) Net loss $ (13,850 ) $ (11,666 ) Weighted average common shares outstanding: Basic and diluted 1,665 1,638 Basic and diluted net loss per common share: Net loss per common share $ (8.32 ) $ (7.12 ) Other comprehensive loss, net of tax: Net loss $ (13,850 ) $ (11,666 ) Available-for-sale securities: Net unrealized gain 313 276 Total comprehensive loss $ (13,537 ) $ (11,390 ) See accompanying notes to consolidated financial statements. 62 Table of Contents ASTROTECH CORPORATION Consolidated Statement of Changes in Stockholders’ Equity (In thousands) Preferred Stock Common Stock Class D Number of Shares Outstanding Amount Number of Shares Outstanding Amount Treasury Stock Amount Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity Balance at June 30, 2023 281 $ - 1,682 $ 190,643 $ (119 ) $ 81,002 $ (225,354 ) $ (1,453 ) $ 44,719 Net change in available-for-sale marketable securities - - - - - - - 276 276 Stock-based compensation - - - - - 1,478 - - 1,478 Restricted stock issuance - - 20 - - - - - - Purchase of treasury stock - - - - - - - - - Net loss - - - - - - (11,666 ) - (11,666 ) Balance at June 30, 2024 281 $ - 1,702 190,643 (119 ) 82,480 (237,020 ) (1,177 ) 34,807 Net change in available-for-sale marketable securities - - - - - - - 313 313 Stock-based compensation - - - - 830 - - 830 Restricted stock issuance - - 65 - - - - - - Cancellation of restricted stock - - (8 ) - - - - - - Net loss - - - - - - (13,850 ) - (13,850 ) Balance at June 30, 2025 281 $ - 1,759 $ 190,643 $ (119 ) $ 83,310 $ (250,870 ) $ (864 ) $ 22,100 See the accompanying notes to consolidated financial statements. 63 Table of Contents ASTROTECH CORPORATION Consolidated Statements of Cash Flows (In thousands) Years Ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ (13,850 ) $ (11,666 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 830 1,478 Depreciation 962 731 Amortization of operating lease right-of-use assets 194 143 Interest on financing leases 5 13 Loss on disposal of asset 294 - Changes in assets and liabilities Accounts receivable (408 ) 148 Inventory, net (455 ) (479 ) Accounts payable 693 (173 ) Other assets and liabilities (1,387 ) 246 Income taxes payable - 1 Repayment of financing liability in connection with internal-use software - (14 ) Operating lease liabilities 170 (153 ) Net cash used in operating activities (12,952 ) (9,725 ) Cash flows from investing activities: Purchases of property and equipment (833 ) (579 ) Purchases of intangible assets (50 ) - Proceeds from short-term investments 6,678 6,719 Net cash provided by (used in) investing activities 5,795 6,140 Cash flows from financing activities: Repayment of financing liability in connection with internal-use software (91 ) - Repayments on finance lease liabilities (94 ) (181 ) Net cash used in financing activities (185 ) (181 ) Net change in cash and cash equivalents $ (7,342 ) $ (3,766 ) Cash and cash equivalents at beginning of period 10,442 14,208 Cash and cash equivalents at end of period $ 3,100 $ 10,442 Supplemental disclosures of cash flow information: C ash financing activities: Cash paid for interest $ 11 $ 26 Income taxes paid $ - $ 2 Non-cash financing activities: Operating right-of-use interest $ 10 $ - Finance lease expenditures incurred but not paid for as of the end of the period $ 7 $ - Acquisition of equipment/ software through financing lease $ - $ 245 Operating right-of-use assets $ 2,277 $ - Operating right-of-use associated liabilities $ 2,594 $ - See accompanying notes to consolidated financial statements. 64 Table of Contents ASTROTECH CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended June 30, 2025 and 2024 ( 1 ) Description of the Company and Operating Environment Business Overview The terms “Astrotech”, “the Company”, “we”, “us”, or “our” refer to Astrotech Corporation (Nasdaq: ASTC), a Delaware corporation organized in 1984.
When a contract contains multiple performance obligations the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable discount or the price used to sell the good or service in similar circumstances.
When a contract contains multiple performance obligations the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable discount or the price used to sell the good or service in similar circumstances.
Income Taxes The Company accounts for income taxes under the liability method, whereby deferred tax asset or liability account balances are determined based on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income.
Income Taxes The Company accounts for income taxes under the asset and liability method, whereby deferred tax asset or liability account balances are determined based on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income.
All other terms and conditions of the Rights Plan remain unchanged.
All other terms and conditions of the Rights Plan remain unchanged. All other terms and conditions of the Rights Plan remain unchanged.
The timing of revenue recognition for each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of site acceptance test, and in the case of after-market consumables and service deliverables, the passage of time. 63 Table of Contents Foreign Currency The Company’s international operations are subject to certain opportunities and risks, including from foreign currency fluctuations and governmental actions.
The timing of revenue recognition for each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of site acceptance test, and in the case of after-market consumables and service deliverables, the passage of time. 67 Table of Contents Foreign Currency The Company’s international operations are subject to certain opportunities and risks, including from foreign currency fluctuations and governmental actions.
The Company records customer deposits as deferred revenue. Additionally, the Company may receive payments, most typically for service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, the Company records a deferred revenue liability. The Company recognizes these contract liabilities as sales after all revenue recognition criteria are met. Practical Expedients.
The Company records customer deposits as deferred revenue. Additionally, the Company may receive payments, most typically for service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, the Company records a deferred revenue liability. The Company recognizes these contract liabilities as sales after all revenue recognition criteria are met.
The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses. Accounts receivable and deposit, prepayments, and others receivable are written off when deemed uncollectible. The Company has not incurred credit losses in fiscal years 2024 or 2023.
The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses. Accounts receivable and deposit, prepayments, and others receivable are written off when deemed uncollectible. The Company has not incurred credit losses in fiscal years 2025 or 2024.
During fiscal years 2024 and 2023 , the Company conducted business in multiple foreign countries. The Company closely monitors its operations in each country in which it does business and seeks to adopt appropriate strategies that are responsive to changing economic and political environments. The Company currently conducts business in the U.S. dollar and the Euro.
During fiscal years 2025 and 2024 , the Company conducted business in multiple foreign countries. The Company closely monitors its operations in each country in which it does business and seeks to adopt appropriate strategies that are responsive to changing economic and political environments. The Company currently conducts business in the U.S. dollar and the Euro.
Recoverability of long-lived assets is dependent on a number of conditions, including uncertainty about future events and demand for our services. 65 Table of Contents Fair Value of Financial Instruments Astrotech’s financial instruments consist of cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, and accrued liabilities.
Recoverability of long-lived assets is dependent on a number of conditions, including uncertainty about future events and demand for our services. 69 Table of Contents Fair Value of Financial Instruments Astrotech’s financial instruments consist of cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, and accrued liabilities.
Time deposits with maturities of less than 90 days, if any, from the purchase date are included in “Cash and Cash Equivalents.” Time deposits with maturities from 91 - 360 days, if any, are included in “Short-term investments.” Time deposits with maturities of more than 360 days, if any, are included in “Long-term investments.” As of June 30, 2024 and June 30, 2023 , the Company had no long-term investments.
Time deposits with maturities of less than 90 days, if any, from the purchase date are included in “Cash and Cash Equivalents.” Time deposits with maturities from 91 - 360 days, if any, are included in “Short-term investments.” Time deposits with maturities of more than 360 days, if any, are included in “Long-term investments.” As of June 30, 2025, and 2024 , the Company had no long-term investments.
Astrotech has multiple revenue sources such as product and related consumable sales, recurring maintenance & extended warranty services, lease revenue, repairs and training. An additional factor is reasonable assurance of collectability. This necessitates deferral of all or a portion of revenue recognition until collection.
Astrotech has multiple revenue sources such as product and related consumable sales, grant revenue, recurring maintenance & extended warranty services, repairs and training. An additional factor is reasonable assurance of collectability. This necessitates deferral of all or a portion of revenue recognition until collection.
Receivable balances deemed uncollectible are written off against the allowance. The Company anticipates collecting all unreserved receivables within one year. As of June 30, 2024 and 2023 , there was no allowance for doubtful accounts deemed necessary.
Receivable balances deemed uncollectible are written off against the allowance. The Company anticipates collecting all unreserved receivables within one year. As of June 30, 2025 and 2024 , there was no allowance for doubtful accounts deemed necessary.
Cash equivalents are comprised primarily of money market and mutual fund investments. 64 Table of Contents Accounts Receivable The carrying value of the Company’s accounts receivable, net of an allowance for doubtful accounts, if any, represents their estimated net realizable value.
Cash equivalents are comprised primarily of money market and mutual fund investments. 68 Table of Contents Accounts Receivable The carrying value of the Company’s accounts receivable, net of an allowance for doubtful accounts, if any, represents their estimated net realizable value.
The Company has the right, but not an obligation, to make additional contributions to the plan in future years at the discretion of the Company’s Board of Directors. The Company has not made any additional contributions for the years ended June 30, 2024 and 2023 .
The Company has the right, but not an obligation, to make additional contributions to the plan in future years at the discretion of the Company’s Board of Directors. The Company has not made any additional contributions for the years ended June 30, 2025 and 2024 .
The Company recognizes revenue and corresponding accounts receivable according to Topic 606 and, at times, recognizes revenue once all performance obligations have been met, in advance of the time when contracts give us the right to invoice a customer. The Company may also receive consideration, per the terms of a contract, from customers prior to transferring goods to the customer.
We recognize revenue and corresponding accounts receivable according to Topic 606 and, at times, recognizes revenue once all performance obligations have been met, in advance of the time when contracts give us the right to invoice a customer. We may also receive consideration, per the terms of a contract, from customers prior to transferring goods to the customer.
In circumstances when a selling price is not directly observable, the Company will estimate the standalone selling price using information available to it including its market assessment and expected cost, plus margin.
In circumstances when a selling price is not directly observable, we will estimate the standalone selling price using information available to it including its market assessment and expected cost, plus margin.
The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods.
The timetable for fulfillment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods.
Pro-Control uses advanced mass spectrometer instrumentation to monitor and control the production and operations of manufacturing processes using real-time, in-process samples. Pro-Control provides the vital spectral qualitative and quantitative data needed to control the production parameters (temperatures, flow, speed, pressure) while significantly improving efficiency.
Pro-Control uses advanced mass spectrometer instrumentation to monitor and control the production and operations of manufacturing processes using real-time, in-process samples. Pro-Control provides the vital spectral qualitative and quantitative data needed to control the production parameters (temperatures, flow, speed, pressure) while significantly improving efficiency. EN-SCAN, Inc. EN-SCAN, Inc.
For more information, see Note 13. Cash and Cash Equivalents The Company considers short-term investments with original maturities of three months or less to be cash equivalents.
For more information, see Note 11. Cash and Cash Equivalents The Company considers short-term investments with original maturities of three months or less to be cash equivalents.
For more information, see Note 4. 66 Table of Contents Stock-Based Compensation The Company grants restricted stock awards, and stock options to certain directors, officers, and employees.
For more information, see Note 4. 70 Table of Contents Stock-Based Compensation The Company grants restricted stock awards, and stock options to certain directors, officers, and employees.
At June 30, 2024, the Company also has accumulated state net operating loss carryforwards of approximately $7.4 million ($0.4 million, tax effected) that are available to offset future state taxable income. These net operating loss carryforwards expire between the years 2026 and 2036.
At June 30, 2025, the Company also has accumulated state net operating loss carryforwards of approximately $7.5 million ($0.4 million, tax effected) that are available to offset future state taxable income. These net operating loss carryforwards expire between the years 2026 and 2036.
Utilization of some of these net operating losses is limited due to the changes in stock ownership of the Company associated with the October 2007 Exchange Offer; as such, the benefit from these losses may not be realized. The Company has federal research and development income tax credit carryovers of $1.4 million as of June 30, 2024.
Utilization of some of these net operating losses is limited due to the changes in stock ownership of the Company associated with the October 2007 Exchange Offer; as such, the benefit from these losses may not be realized. The Company has federal research and development income tax credit carryovers of $1.7 million as of June 30, 2025.
The Company provides reserves for discontinued, slow-moving and excess inventory based upon historical demand calculations, forecasted usage, estimated customer requirements and product line updates. As of June 30, 2024 and 203, inventory reserves were $296 thousand and $333 thousand, respectively. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation.
The Company provides reserves for discontinued, slow-moving and excess inventory based upon historical demand calculations, forecasted usage, estimated customer requirements and product line updates. As of June 30, 2025, and 2024, inventory reserves were $346 thousand and $296 thousand, respectively. Property and Equipment, net Property and equipment are stated at cost, less accumulated depreciation.
The preparation of these financial statements requires us to make estimates and judgments that directly affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes.
GAAP”). The preparation of these financial statements requires us to make estimates and judgments that directly affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities in our consolidated financial statements and accompanying notes.
As the performance obligation is part of a contract that has an original expected duration of less than one year, the Company has applied the practical expedient to omit disclosures regarding remaining performance obligations.
As the performance obligation is part of a contract that has an original expected duration of less than one year, we have applied the practical expedient to omit disclosures regarding remaining performance obligations.
Research and development costs are used to improve system functionality, streamline and simplify the user experience, and extend our capabilities into customer-defined, application-specific opportunities. Research and development expenses for the fiscal years ended June 30, 2024 and 2023 were $6.8 million and $5.6 million, respectively.
Research and development costs are used to improve system functionality, streamline and simplify the user experience, and extend our capabilities into customer-defined, application-specific opportunities. Research and development expenses for the fiscal years ended June 30, 2025 and 2024 were $8.1 million and $6.8 million, respectively.
In limited cases, the Company does require payment in advance of shipping product. Typically, product is shipped within a few days after prepayment is received. These prepayments are recorded as contract liabilities on the consolidated balance sheet and are included in accounts payable and accrued liabilities.
In limited cases, we do require payment in advance of shipping product. Typically, product is shipped within a few days after prepayment is received. These prepayments are recorded as contract liabilities on the consolidated balance sheet and are included in accounts payable and accrued liabilities.
( 14 ) Commitments and Contingencies Legal Proceedings From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions.
( 13 ) Commitments and Contingencies Legal Proceedings From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions.
A roll forward of the beginning and ending amount of unrecognized tax benefits from July 1, 2022 to June 30, 2024, is as follows: Year Ended June 30, (In thousands) 2024 2023 Fiscal year beginning balance $ 486 $ 400 Additions for tax positions of current period 136 86 Additions for tax positions of prior years — — Decreases for tax positions of prior years (18 ) — Fiscal year ending balance $ 604 $ 486 The Company recognizes interest and penalties related to income tax matters in income tax expense, as incurred.
A roll forward of the beginning and ending amount of unrecognized tax benefits from July 1, 2023 to June 30, 2025 is as follows: Year Ended June 30, (In thousands) 2025 2024 Fiscal year beginning balance $ 604 $ 486 Additions for tax positions of current period 157 136 Additions for tax positions of prior years 1 - Decreases for tax positions of prior years - (18 ) Fiscal year ending balance $ 762 $ 604 The Company recognizes interest and penalties related to income tax matters in income tax expense, as incurred.
At June 30, 2024, the Company had net operating loss carryforwards of approximately $88.2 million with approximately $37.8 million ($7.9 million, tax effected) for federal income tax purposes that are available to offset future regular taxable income set to expire between the years of 2024 and 2037.
At June 30, 2025, the Company had net operating loss carryforwards of approximately $98.0 million with approximately $37.8 million ($7.9 million, tax effected) for federal income tax purposes that are available to offset future regular taxable income set to expire between the years of 2024 and 2037.
Treasury yield curve in effect at the time of grant. • For the years ended June 30, 2024 and 2023 , the Company used the simplified method of calculating the expected life of the options. ( 11 ) Income Taxes The Company accounts for income taxes under the asset and liability method.
Treasury yield curve in effect at the time of grant. • For the years ended June 30, 2025 and 2024 , the Company used the simplified method of calculating the expected life of the options. ( 10 ) Income Taxes The Company accounts for income taxes under the asset and liability method.
For the fiscal year ended June 30, 2023, the Company had four customers that substantially comprised all of the Company’s revenue. Additionally, the material amount of the company's receivables was compromised by one company for the fiscal year ended June 30, 2024, and two companies for the fiscal year ended June 30, 2023 .
For the fiscal year ended June 30, 2024 the Company had three customers that substantially comprised all of the Company’s revenue. Additionally, the material amount of the company's receivables was compromised by two companies for the fiscal year ended June 30, 2025 and one company for the fiscal year ended June 30, 2024 .
Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Astrotech Corporation Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Astrotech Corporation (the “Company”) as of June 30, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).
Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Astrotech Corporation Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Astrotech Corporation (the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).
For the years ended June 30, 2024 and 2023, the Company’s effective tax rate differed from the federal statutory rate of 21%, primarily due to tax credits and the valuation allowance against its net deferred tax assets. 76 Table of Contents Income Tax Expense and Effective Tax Rate The components of income tax benefit/ (expense) from operations are as follows: Year Ended June 30, (In thousands) 2024 2023 Current Federal $ — $ — State and local (2 ) — Total current tax benefit/ (expense) $ (2 ) $ — Deferred Federal — — State and local — — Total deferred tax benefit/ (expense) $ — $ — Total tax benefit/ (expense) $ (2 ) $ — The $2 thousand of current state tax expense in the June 2024 year relates to state minimum taxes.
For the years ended June 30, 2025, and 2024, the Company’s effective tax rate differed from the federal statutory rate of 21%, primarily due to tax credits and the valuation allowance against its net deferred tax assets. 81 Table of Contents Income Tax Expense and Effective Tax Rate The components of income tax benefit/ (expense) from operations are as follows: Year Ended June 30, (In thousands) 2025 2024 Current Federal $ - $ - State and local (2 ) (2 ) Total current tax expense $ (2 ) $ (2 ) Deferred Federal - - State and local - - Total deferred tax benefit/ (expense) $ - $ - Total tax expense $ (2 ) $ (2 ) The $2 thousand of current state tax expense in both the June 2025 and 2024 years relate to state minimum taxes.
The Company records customer deposits as deferred revenue. Additionally, the Company may receive payments, most typically for service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, the Company records a deferred revenue liability. The Company recognizes these contract liabilities as sales after all revenue recognition criteria are met. Practical Expedients.
We record customer deposits as deferred revenue. Additionally, we may receive payments, most typically for service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, we record a deferred revenue liability. We recognize these contract liabilities as sales after all revenue recognition criteria are met. Practical Expedients.
The aggregate intrinsic value of all options outstanding at June 30, 2024, was $3 thousand.
The aggregate intrinsic value of all options outstanding at June 30, 2025 was $3 thousand.
These credits may be used to offset $13 thousand of state tax liability each year and will expire in 2027. 78 Table of Contents Uncertain Tax Positions The Company had unrecognized tax benefits of $604 thousand as of June 30, 2024 , all of which have been accounted for as contra deferred tax assets.
These credits may be used to offset $13 thousand of state tax liability each year and will expire in 2027. 83 Table of Contents Uncertain Tax Positions The Company had unrecognized tax benefits of $762 thousand as of June 30, 2025 , all of which have been accounted for as contra deferred tax assets.
Warrants A summary of the common stock warrant activity for the year ended June 30, 2024 is presented below: Shares Weighted Average Exercise Aggregate Fair Market Value at Issuance Weighted Average Remaining Contractual Life (In thousands) Price (In thousands) (in years) Outstanding at June 30, 2022 80 $ 72.10 $ 3,747 3.60 Issued — — — — Exercised — — — — Canceled or expired — — — — Outstanding at June 30, 2023 80 $ 72.10 $ 3,747 2.60 Issued — — — — Exercised — — — — Canceled or expired — — — — Outstanding at June 30, 2024 80 $ 72.10 $ 3,747 1.60 73 Table of Contents The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants (In thousands) For the period ended June 30, Issue Date Classification Exercise Price Expiration Date 2024 2023 March 26, 2020 Equity $ 187.50 March 25, 2025 1 1 March 30, 2020 Equity $ 140.63 March 27, 2025 2 2 October 23, 2020 Equity $ 86.25 October 21, 2025 15 15 October 28, 2020 Equity $ 80.63 October 28, 2025 6 6 February 16, 2021 Equity $ 121.88 February 11, 2026 6 6 April 12, 2021 Equity $ 56.25 April 7, 2026 50 50 Total Outstanding 80 80 ( 9 ) Business Risk and Credit Risk Concentration Involving Cash For the fiscal year ended June 30, 2024 , the Company had three customers that substantially comprised all of the Company’s revenue.
Warrants A summary of the common stock warrant activity for the year ended June 30, 2025 is presented below: Shares Weighted Average Exercise Aggregate Fair Market Value at Issuance Weighted Average Remaining Contractual Life (In thousands) Price (In thousands) (in years) Outstanding at June 30, 2023 80 $ 72.10 $ 3,747 2.60 Issued - - - - Exercised - - - - Canceled or expired - - - - Outstanding at June 30, 2024 80 $ 72.10 $ 3,747 1.60 Issued - - - - Exercised - - - - Canceled or expired (3 ) 154 (194 ) - Outstanding at June 30, 2025 77 $ 69.04 $ 3,553 0.63 The following represents a summary of the warrants outstanding at each of the dates identified: Number of Shares Underlying Warrants (In thousands) For the period ended June 30, Issue Date Classification Exercise Price Expiration Date 2025 2024 March 26, 2020 Equity $ 187.50 March 25, 2025 - 1 March 30, 2020 Equity $ 140.63 March 27, 2025 - 2 October 23, 2020 Equity $ 86.25 October 21, 2025 15 15 October 28, 2020 Equity $ 80.63 October 28, 2025 6 6 February 16, 2021 Equity $ 121.88 February 11, 2026 6 6 April 12, 2021 Equity $ 56.25 April 7, 2026 50 50 Total Outstanding 77 80 78 ( 8 ) Business Risk and Credit Risk Concentration Involving Cash For the fiscal year ended June 30, 2025 , the Company had four customers that substantially comprised all of the Company’s revenue.
In cases where the Company is responsible for shipping after the customer has obtained control of the goods, it has elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation.
In cases where we are responsible for shipping after the customer has obtained control of the goods, it has elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. The amortization expense for financed lease assets for the years ended June 30, 2024 and 2023, totaled $124 thousand and $101 thousand, respectively.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. The amortization expense for financed lease assets for the years ended June 30, 2025 and 2024 totaled $126 thousand and $124 thousand, respectively.
At June 30, 2024, the credit amount is $0.5 million ($0.4 million, tax effected).
At June 30, 2025, the credit amount is $0.5 million ($0.4 million, tax effected).
The Company recognizes revenue from sales of products upon shipment or delivery when control of the product transfers to the customer, depending on the terms of each sale, and when collection is probable.
We recognize revenue from sales of products upon shipment or delivery when control of the product transfers to the customer, depending on the terms of each sale, and when collection is probable.
RBSM LLP Austin, Texas We have served as the Company's auditor since 2023.
RBSM LLP Houston, Texas We have served as the Company's auditor since 2023.
As of June 30, 2024 and 2023, the Company had established a full valuation allowance against all of its net deferred tax assets. For the fiscal years ended June 30, 2024 and 2023, the Company incurred losses from operations in the amount of $11.7 million and $9.6 million, respectively.
As of June 30, 2025, and 2024, the Company had established a full valuation allowance against all of its net deferred tax assets. For the fiscal years ended June 30, 2025, and 2024, the Company incurred losses from operations in the amount of $13.8 million and $11.7 million, respectively.
The assumptions used for the years ended June 30, 2024 and 2023, and the resulting estimates of weighted-average fair value per share of options granted or modified are summarized in the following table: Year Ended Year Ended June 30, 2024 June 30, 2023 Expected Dividend Yield — — Expected Volatility 99.85 % 104.67 % Risk-Free Interest Rates 4.36 % 1.59 % Expected Option Life (in years) 3.5 3.5 Weighted-average grant-date fair value of options awarded $ 11.63 $ 20.22 • The expected dividend yield is based on the Company’s current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0%. • The Company estimated volatility using the historical share price performance over the expected life.
The assumptions used for the years ended June 30, 2025 and 2024 and the resulting estimates of weighted-average fair value per share of options granted or modified are summarized in the following table: Year Ended Year Ended June 30, 2025 June 30, 2024 Expected Dividend Yield - - Expected Volatility 100.06 % 99.85 % Risk-Free Interest Rates 4.24 % 4.36 % Expected Option Life (in years) 3.5 3.5 Weighted-average grant-date fair value of options awarded $ 15.80 $ 11.63 • The expected dividend yield is based on the Company’s current dividend yield and the best estimate of projected dividend yield for future periods within the expected life of the option, which is currently 0%. • The Company estimated volatility using the historical share price performance over the expected life.
The Company also applies a practical expedient to expense direct costs of obtaining a contract when incurred because the amortization period would have been one year or less Product Sales.
We also apply a practical expedient to expense direct costs of obtaining a contract when incurred because the amortization period would have been one year or less. 53 Product Sales.
This necessitates deferral of all or a portion of revenue recognition until assurance of collection. During the fiscal year ended June 30, 2024 , the Company had three material customers that comprised substantially all of its $1.7 million in revenue.
This necessitates deferral of all or a portion of revenue recognition until assurance of collection. During the fiscal year ended June 30, 2025 , the Company had four material customers that comprised substantially all of its $1.0 million in revenue.
In the circumstance where terms of a product sale include subjective customer acceptance criteria, revenue is deferred until the Company has achieved the acceptance criteria unless the customer acceptance criteria are perfunctory or inconsequential. The Company generally offers customers payment terms of 60 days or less. Freight.
In the circumstance where terms of a product sale include subjective customer acceptance criteria, revenue is deferred until we have achieved the acceptance criteria unless the customer acceptance criteria are perfunctory or inconsequential. We generally offer customers payment terms of 60 days or less. Freight.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
At June 30, 2024 , there was $973 thousand of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted average period of 1.81 years.
At June 30, 2025 , there was $858 thousand of total unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a weighted average period of 1.9 years.
The Company had unrecognized tax benefit of $604 thousand as of June 30, 2024, all of which has been accounted for as contra deferred tax assets.
The Company had unrecognized tax benefit of $762 thousand as of June 30, 2025, all of which has been accounted for as contra deferred tax assets.
The Company also had net operating loss carryforwards with indefinite lives of approximately $50.4 million ($10.6 million, tax effected) for federal income tax purposes that are available to offset future regular taxable income.
The Company also had net operating loss carryforwards with indefinite lives of approximately $60.2 million ($12.6 million, tax effected) for federal income tax purposes that are available to offset future regular taxable income.
Options to purchase 156,628 shares of common stock at exercise prices ranging from $7.47 to $175.50 per share outstanding for the year ended June 30, 2024, and options to purchase 38,166 shares of common stock at exercise prices ranging from $10.38 to $175.50 per share outstanding for the year ended June 30, 2023, were not included in diluted net loss per share, as the impact to net loss per share is anti-dilutive. 79 Table of Contents ( 13 ) Employee Benefit Plans Astrotech has a defined contribution retirement plan, which covers substantially all employees and officers. `For the years ended June 30, 2024 and 2023 , the Company made matching contributions of $82 thousand and $59 thousand, respectively, to the plan.
Options to purchase 213,113 shares of common stock at exercise prices ranging from $5.50 to $175.50 per share outstanding for the year ended June 30, 2025 and options to purchase 156,628 shares of common stock at exercise prices ranging from $7.47 to $175.50 per share outstanding for the year ended June 30, 2024 were not included in diluted net loss per share, as the impact to net loss per share is anti-dilutive. 84 Table of Contents ( 12 ) Employee Benefit Plans Astrotech has a defined contribution retirement plan, which covers substantially all employees and officers. `For the years ended June 30, 2025 and 2024 , the Company made matching contributions of $92 thousand and $82 thousand, respectively, to the plan.
The effective tax rate for the fiscal years 2024 and 2023 was 0.01% and 0.00%, respectively. There is no current state tax expense.
The effective tax rate for the fiscal years 2025 and 2024 was 0.01% and 0.01%, respectively. There is materially no current state tax expense.
Under its contracts with customers, the Company stands ready to deliver product upon receipt of a purchase order. Accordingly, the Company has no performance obligations under its contracts until its customers submit a purchase order. The Company does not enter into commitments to provide goods or services that have terms greater than one year.
Under its contracts with customers, we stand ready to deliver product upon receipt of a purchase order. Accordingly, we have no performance obligations under its contracts until its customers submit a purchase order. We do not enter into commitments to provide goods or services that have terms greater than one year.
The total revenue was approximately $1.56 million in point in time and $88 thousand over time for 2024 and $750 thousand at point in time and $0 over time for 2023. All revenue was substantially related to one product category for both 2024 and 2023.
The total revenue was approximately $920 thousand in point in time and $130 thousand over time for 2025 and $1.56 million at point in time and $88 thousand over time for 2024. All revenue was substantially related to one product category for both 2025 and 2024.
These credits will expire between the years 2035 and 2044. The Company also has $25 thousand of California research and development income tax credit carryovers as of June 30, 2024, which credits never expire.
These credits will expire between the years 2035 and 2045. The Company also has $47 thousand of California research and development income tax credit carryovers as of June 30, 2025, which credits never expire.
Depreciation and amortization expense includes finance lease right-of-use asset amortization of $124 thousand and $101 thousand for the years ended June 30, 2024 and 2023 , respectively. 70 Table of Contents ( 6 ) Fair Value Measurement ASC Topic 820 “Fair Value Measurement” (“Topic 820” ) defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements.
Depreciation and amortization expense includes finance of $126 thousand and $124 thousand for the years ended June 30, 2025 and 2024 , respectively. 75 Table of Contents ( 6 ) Fair Value Measurement ASC Topic 820 “Fair Value Measurement” (“Topic 820” ) defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements.
The following table reconciles the numerators and denominators used in the computations of both basic and diluted net loss per share Year Ended June 30, 2024 2023 Numerator: Net loss $ (11,666 ) $ (9,642 ) Denominator: Denominator for basic and diluted net loss per share — weighted average common stock outstanding 1,638 1,620 Basic and diluted net loss per common share: Net loss $ (7.12 ) $ (5.95 ) All unvested restricted stock awards for the years ended June 30, 2024 and 2023, are not included in diluted net loss per share, as the impact to net loss per share is anti-dilutive.
The following table reconciles the numerators and denominators used in the computations of both basic and diluted net loss per share Year Ended June 30, 2025 2024 Numerator: Net loss $ (13,850 ) $ (11,666 ) Denominator: Denominator for basic and diluted net loss per share — weighted average common stock outstanding 1,665 1,638 Basic and diluted net loss per common share: Net loss $ (8.32 ) $ (7.12 ) All unvested restricted stock awards for the years ended June 30, 2025 and 2024 are not included in diluted net loss per share, as the impact to net loss per share is anti-dilutive.
Cash payments for financing leases for the years ended June 30, 2024 and 2023, totaled $181 thousand and $157 thousand, respectively.
Cash payments for financing leases for the years ended June 30, 2025 and 2024 totaled $94 thousand and $181 thousand, respectively.
The Company records shipping and handling fees that it charges to its customers as revenue and related costs as cost of revenue. Multiple Performance Obligations.
We record shipping and handling fees that it charges to its customers as revenue and related costs as cost of revenue. Multiple Performance Obligations.
This standard applies to all contracts with customers. Warranty obligations associated with the sale of our products are assurance-type warranties that are a guarantee of the product’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Warranty expense is included in cost of sales. Contract Assets and Liabilities.
Warranty obligations associated with the sale of our products are assurance-type warranties that are a guarantee of the product’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Warranty expense is included in cost of sales. 66 Table of Contents Contract Assets and Liabilities.
On December 18, 2023, the Company entered into Amendment No. 1 to Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent (the "Amendment"), which extends the Final Expiration Date (as defined in the Rights Plan) to December 20, 2024, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Plan are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Plan.
On December 12, 2024, the Company entered into Amendment No. 2 to the Rights Agreement between the Company and the Rights Agent, which extends the Final Expiration Date to December 20, 2025, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Plan are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Plan.
Rights Plan On December 21, 2022, the Company’s Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”) expiring December 20, 2023 and declared a dividend of one preferred share purchase right for each outstanding share of common stock to stockholders of record on January 5, 2023 to purchase from the Company one one -thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company for an exercise price of $58.00 once the rights become exercisable, subject to the terms of and adjustment as provided in the related rights agreement.
Rights Plan On December 21, 2022, the Company’s Board of Directors adopted a limited duration stockholder rights plan (the “Rights Plan”) expiring December 20, 2023 and declared a dividend of one preferred share purchase right for each outstanding share of common stock to stockholders of record on January 5, 2023 to purchase from the Company one one -thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company for an exercise price of $58.00 once the rights become exercisable, subject to the terms of and adjustment as provided in the related rights agreement. 77 On December 18, 2023, the Company entered into Amendment No. 1 to Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent (the "Amendment"), which extended the Final Expiration Date (as defined in the Rights Plan) to December 20, 2024.
Management views the Company’s operations and manages its business as one operating segment. Revenue Recognition Astrotech recognizes revenue employing the generally accepted revenue recognition methodologies described under the provisions of Accounting Standards Codification ("ASC") Topic 606 “Revenue from Contracts with Customers” (“Topic 606” ). The methodology used is based on contract type and how products and services are provided.
Revenue Recognition Astrotech recognizes revenue employing the generally accepted revenue recognition methodologies described under the provisions of Accounting Standards Codification ("ASC") Topic 606 “Revenue from Contracts with Customers” (“Topic 606” ). The methodology used is based on contract type and how products and services are provided.
(2) Consists of payments due for our leases of three pieces of equipment that expire between December 2024 and May 2028. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of June 30, 2024. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not applicable to smaller reporting companies. 54 Table of Contents Item 8.
(2) Consists of payments due for an equipment lease that expire May 2028. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of June 30, 2025. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Not applicable to smaller reporting companies. 59 Table of Contents Item 8.
The certification test is then completed by the Independent Test & Evaluation department of TSL. As of the fiscal year 2023 budget the government had over 6,000 ETD units at checkpoint and baggage screening points for which we believe that the TSA would benefit from utilizing our AMS Technology.
As of the fiscal year 2023 budget the government had over 6,000 ETD units at checkpoint and baggage screening points for which we believe that the TSA would benefit from utilizing our AMS Technology.
As of June 30, 2024, the Company provided a full valuation allowance of approximately $23.4 million against its net deferred tax assets. The valuation allowance increased by approximately $2.4 million for the year ended June 30, 2024.
As of June 30, 2025, the Company provided a full valuation allowance of approximately $26.5 million against its net deferred tax assets. The valuation allowance increased by approximately $3 million for the year ended June 30, 2025.
In November 2023, the FASB issued Accounting Standards Update 2023 - 07— Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company expects to enhance annual segment reporting disclosures based on new requirements.
In November 2023, the FASB issued Accounting Standards Update 2023 - 07— Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. We adopted this standard in fiscal year 2025.
The Astrotech Mass Spectrometer Technology™ platform achieves our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS field work, and enabling multiple configurations for sample intake options. Additional details about our business are provided in Part I, Item 1. "Business” of this Form 10-K.
The Astrotech Mass Spectrometer Technology™ and ATi Gas Chromatograph Column (GC) platforms achieve our mission through simplifying the user interface, automating the complicated calibration process, ruggedizing the critical components to endure MS/GC field work, and enabling multiple configurations for sample intake options. Additional details about our business are provided in Part I, Item 1.
Federal statutory rate to the loss before income taxes to the actual amount of income tax benefit recognized follows: Year Ended June 30, (In thousands) 2024 2023 Expected benefit $ 2,449 $ 2,025 State tax expense (2 ) — Tax credits 251 200 Change in valuation allowance (2,465 ) (1,838 ) Stock-based compensation (271 ) (296 ) Prior year true-up 43 — Expiration of net operating loss carryovers — (88 ) Other permanent items (7 ) (3 ) Total income tax benefit/ (expense) $ (2 ) $ — 77 Table of Contents Deferred Tax Assets and Liabilities The Company’s deferred tax assets as of June 30, 2024 and 2023, consist of the following: Year Ended June 30, (In thousands) 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 18,900 $ 17,920 Tax credit carryforwards 1,800 1,530 Lease liability - current and non-current 63 128 Unrealized loss on securities 247 305 IRC Section 174 R&D Expense Capitalization 2,107 1,061 Accrued expenses and other timing 310 143 Stock-based compensation 63 111 Property and equipment, principally due to differences in depreciation — — Total gross deferred tax assets $ 23,490 $ 21,198 Less — valuation allowance (23,444 ) (21,064 ) Net deferred tax assets $ 46 $ 134 Deferred tax liabilities: Right-of-use assets $ (25 ) $ (55 ) Property and equipment, principally due to differences in depreciation (21 ) (79 ) Total gross deferred tax liabilities (46 ) (134 ) Net deferred tax assets $ — $ — The Company files consolidated returns for federal, California, Florida, Oregon and Texas.
Federal statutory rate to the loss before income taxes to the actual amount of income tax benefit recognized follows: Year Ended June 30, (In thousands) 2025 2024 Expected benefit $ 2,908 $ 2,449 State tax expense (2 ) (2 ) Tax credits 347 251 Change in valuation allowance (3,127 ) (2,465 ) Stock-based compensation (118 ) (271 ) Prior year true-up - 43 Expiration of net operating loss carryovers (1 ) - Other permanent items (9 ) (7 ) Total income expense $ (2 ) $ (2 ) 82 Table of Contents Deferred Tax Assets and Liabilities The Company’s deferred tax assets as of June 30, 2025 and 2024 consist of the following: Year Ended June 30, (In thousands) 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 20,975 $ 18,900 Tax credit carryforwards 2,166 1,800 Lease liability - current and non-current 563 63 Unrealized loss on securities 182 247 IRC Section 174 R&D Expense Capitalization 2,952 2,107 Accrued expenses and other timing 126 310 Stock-based compensation 112 63 Property and equipment, principally due to differences in depreciation - - Total gross deferred tax assets $ 27,076 $ 23,490 Less - valuation allowance (26,482 ) (23,444 ) Net deferred tax assets $ 594 $ 46 Deferred tax liabilities: Right-of-use assets $ (468 ) $ (25 ) Property and equipment, principally due to differences in depreciation (126 ) (21 ) Total gross deferred tax liabilities (594 ) (46 ) Net deferred tax assets $ - $ - The Company files consolidated returns for federal, California, Florida, Massachusetts, Oregon and Texas.
( 5 ) Property and Equipment, net As of June 30, 2024 and 2023 , property and equipment, net consisted of the following: June 30, (In thousands) 2024 2023 Furniture, fixtures, equipment & leasehold improvements $ 3,613 $ 2,805 Software 881 217 Capital improvements in progress 1 649 Gross property and equipment 4,495 3,671 Accumulated depreciation (1,732 ) (1,001 ) Property and equipment, net $ 2,763 $ 2,670 Total depreciation and amortization expense of property and equipment was $731 thousand for the year ended June 30, 2024 and $366 thousand for the year ended June 30, 2023 .
( 5 ) Property and Equipment, net As of June 30, 2025 and 2024 , property and equipment, net consisted of the following: June 30, (In thousands) 2025 2024 Furniture, fixtures, equipment & leasehold improvements $ 3,960 $ 3,613 Software 323 881 Capital improvements in progress 327 1 Gross property and equipment 4,610 4,495 Accumulated depreciation (2,215 ) (1,732 ) Property and equipment, net $ 2,395 $ 2,763 Total depreciation and amortization expense of property and equipment was $962 thousand for the year ended June 30, 2025 and $731 thousand for the year ended June 30, 2024 .
( 10 ) Common Stock Incentive, Stock Purchase Plans, and Other Compensation Plans Stock Option Activity Summary The Company’s stock option activity for the years ended June 30, 2024 and 2023, was as follows: Weighted Average Shares Exercise Price Outstanding at June 30, 2022 34,284 $ 40.50 Granted 6,962 12.47 Exercised — — Canceled or expired (3,080 ) 139.29 Outstanding at June 30, 2023 38,166 $ 27.34 Granted 131,840 10.01 Exercised — — Canceled or expired (13,378 ) 10.70 Outstanding at June 30, 2024 156,628 $ 14.18 74 Table of Contents The aggregate intrinsic value of options exercisable at June 30, 2024, was $0 as the fair value of the Company’s common stock is less than the exercise prices of these options.
( 9 ) Common Stock Incentive, Stock Purchase Plans, and Other Compensation Plans Stock Option Activity Summary The Company’s stock option activity for the years ended June 30, 2025 and 2024 was as follows: Weighted Shares Average Exercise Price Outstanding at June 30, 2023 38,166 $ 27.34 Granted 131,840 10.01 Exercised - - Canceled or expired (13,378 ) 10.70 Outstanding at June 30, 2024 156,628 $ 14.18 Granted 102,260 9.43 Exercised - - Canceled or expired (45,775 ) 12.10 Outstanding at June 30, 2025 213,113 $ 12.35 The aggregate intrinsic value of options exercisable at June 30, 2025 was $0 as the fair value of the Company’s common stock is less than the exercise prices of these options.
Transaction gains and losses, which were included in the Company’s consolidated statements of operations and comprehensive loss, amounted to a loss of approximately $1 thousand for the fiscal year ended June 30, 2024 and $3 thousand for the fiscal year ended June 30, 2023 . Warranty Provision Astrotech offers its customers warranties on the products that it sells.
Transaction gains and losses, which were included in the Company’s consolidated statements of operations and comprehensive loss, were not material for the fiscal years ended June 30,2025 and June 30, 2024. Warranty Provision Astrotech offers its customers warranties on the products that it sells.
The lease commenced on June 1, 2021, and had a lease term of 36 months. On November 11, 2022, the Company signed a lease extension agreement for the R&D facility, extending the term of the lease through April 30, 2025. The Company’s total contractual base rent obligation for the eleven -month extension is approximately $95 thousand.
The lease commenced on June 1, 2021, and had a lease term of 36 months. On November 11, 2022, the Company signed a lease extension agreement for the R&D facility, extending the term of the lease through April 30, 2025.
For more information about the fair value of the Company’s financial instruments, see Note 7. 68 Table of Contents The following table presents the carrying amounts of certain financial instruments as of June 30, 2024 and June 30, 2023 : Carrying Value Short-Term Investments Long-Term Investments (In thousands) June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Money Market Funds Mutual Funds - Corporate & Government Debt $ 14,426 $ 18,965 $ — $ — ETFs - Corporate & Government Debt 7,048 6,958 — — Time deposits Maturities from 1-90 days — — — — Maturities from 91-360 days — 1,996 — — Total $ 21,474 $ 27,919 $ — $ — ( 4 ) Leases On April 27, 2021, Astrotech entered into a lease for a research and development facility of approximately 5,960 square feet in Austin, Texas (the “R&D facility”) that includes a laboratory, a small production shop, and offices for staff.
The following table presents the carrying amounts of certain financial instruments as of June 30, 2025 and 2024 : Carrying Value Short-Term Investments Long-Term Investments (In thousands) June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Money Market Funds Mutual Funds - Corporate & Government Debt $ 9,879 $ 14,426 $ - $ - ETFs - Corporate & Government Debt 5,229 7,048 - - Total $ 15,108 $ 21,474 $ - $ - 73 ( 4 ) Leases On April 27, 2021, Astrotech entered into a lease for a research and development facility of approximately 5,960 square feet in Austin, Texas (the “R&D facility”) that includes a laboratory, a small production shop, and offices for staff.
Restricted Stock The Company’s restricted stock activity for the years ended June 30, 2024 and 2023 , was as follows: Weighted Average Shares Grant-Date Fair Value Outstanding at June 30, 2022 75,873 $ 39.00 Granted 2,150 11.83 Vested (26,742 ) 46.68 Canceled or expired (610 ) 60.60 Outstanding at June 30, 2023 50,671 $ 33.43 Granted 20,000 10.10 Vested (26,898 ) 45.50 Canceled or expired — — Outstanding at June 30, 2024 43,773 $ 15.36 Compensation costs recognized related to vested restricted stock awards during the years ended June 30, 2024 and 2023, were $1.0 million and $1.3 million, respectively.
Restricted Stock The Company’s restricted stock activity for the years ended June 30, 2025 and 2024 , was as follows: Weighted Average Shares Grant-Date Fair Value Outstanding at June 30, 2023 50,671 $ 33.43 Granted 20,000 10.10 Vested (26,898 ) 45.50 Canceled or expired - - Outstanding at June 30, 2024 43,773 $ 15.36 Granted 65,000 5.90 Vested (15,163 ) 14.85 Canceled or expired (7,776 ) 10.97 Outstanding at June 30, 2025 85,834 $ 14.11 Compensation costs recognized related to vested restricted stock awards during the years ended June 30, 2025 and 2024 were $208 thousand and $1.0 million, respectively.
During the fiscal year ended June 30, 2024,, the Company had three material customers that comprised substantially all of its $1.7 million in revenue. During the fiscal year ended June 30, 2023, the Company recognized revenue from four material customers for total revenue of $750 thousand.
During the fiscal year ended June 30, 2024 , the Company had three material customers that consisted substantially all of the $1.7 million in revenue.
Operating Activities Net cash used in operating activities was $9.7 million for the year ended June 30, 2024, compared to cash used in operating activities of $7.6 million for the year ended June 30, 2023. This increase was caused by increases in recurring operating expenses and accounts payable, partially offset by a decrease in accounts receivables and increase in depreciation.
Operating Activities Net cash used in operating activities was $13.0 million for the year ended June 30, 2025, compared to cash used in operating activities of $9.7 million for the year ended June 30, 2024. The increase in cash was due by increases in recurring operating expenses and accounts payable.
Investing Activities Net cash provided by (used in) investing activities for the year ended June 30, 2024, increased $10.0 million to $6.1 million, compared to net cash used in investing activities of $3.8 million in the year ended June 30, 2023. The increase in cash provided by investing activities was due to the proceeds of short-term investments.
Investing Activities Net cash used in investing activities for the year ended June 30, 2025 was $5.8 million, compared to $6.1 million in the year ended June 30, 2024. The decrease in cash provided by investing activities due to purchasing of property, plant, and equipment, offset by the proceeds of short-term investments.

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