Astrotech CORP 8-K Filing

Ticker: ASTC · Form: 8-K · Filed: Dec 17, 2025 · CIK: 1001907

Sentiment: neutral

Filing Stats: 1,099 words · 4 min read · ~4 pages · Grade level 10.7 · Accepted 2025-12-17 16:05:25

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on December 21, 2022, Astrotech Corporation, a Delaware corporation (the "Company"), entered into a Rights Agreement (the "Rights Agreement") with Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability company, as rights agent (the "Rights Agent"), as amended by that certain Amendment No. 1, entered into by and between the Company and the Rights Agent on December 18, 2023, and further amended by that certain Amendment No. 2, entered into by and between the Company and the Rights Agent on December 12, 2024. On December 12, 2025, the Company entered into Amendment No. 3 to the Rights Agreement with the Rights Agent (the "Amendment"), which amends the Rights Agreement. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on December 20, 2026, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Agreement (the "Rights") are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Agreement. All other terms and conditions of the Rights Agreement remain unchanged. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Amendment. The descriptions of the Rights Agreement, the previous amendments and the Amendment are qualified in their entirety by reference to the full text of the Rights Agreement, the previous amendments and the Amendment, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4 respectively, and each of which is incorporated herein by reference.

03. Material Modifications of Rights of Security Holders

Item 3.03. Material Modifications of Rights of Security Holders. The information set forth under the caption "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On December 12, 2025, the Company held its annual meeting of stockholders (the "Annual Meeting"), pursuant to notice duly given, at 1817 West Braker Lane, Suite 400, Austin Texas 78758. Of the 1,769,269 shares of Company's common stock, $0.001 par value per share ("Common Stock"), entitled to vote at the Annual Meeting, 969,211 shares were present in person or by proxy. The matters voted upon at the Annual Meeting and the results of such voting are set forth below: Proposal 1 - Election of Directors By the votes reflected below, our stockholders elected the following individuals to serve as directors to serve for the respective terms prescribed by the Company's bylaws: Nominee Votes For Votes Withheld Broker Non-Votes Thomas B. Pickens III 290,435 206,277 N/A Tom Wilkinson 267,997 228,715 N/A Bob McFarland 279,950 216,762 N/A Eric Stober 293,634 203,078 N/A Charles Winn 292,049 204,663 N/A John Halinski 294,672 202,040 N/A Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm By the votes reflected below, our stockholders ratified the appointment of RBSM LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026: Votes For Votes Against Votes Withheld Broker Non-Votes 935,627 20,631 12,952 451,868

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Rights Agreement between the Company and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent, dated as of December 21, 2022 (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on December 21, 2022). 4.2 Amendment No. 1 to Rights Agreement by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, dated as of December 18, 2023 (incorporated by reference to Exhibit 4.2 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on December 18, 2023). 4.3 Amendment No. 2 to Rights Agreement by and between the Company and Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent, dated as of December 12, 2024 (incorporated by reference to Exhibit 4.3 of the Registrant's Form 8-K filed with the Securities and Exchange Commission on December 13, 2024). 4.4* Amendment No. 3 to Rights Agreement dated as of December 12, 2025 to the Rights Agreement between the Company and Equiniti Trust Company, as Rights Agent, dated as of December 21, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Astrotech Corporation December 17, 2025 By: /s/ Thomas B. Pickens III Thomas B. Pickens III Chief Executive Officer, Chief Technology Officer and Chairman of the Board

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