株探米国株
エドガーで原本を確認する
false 0000788920 0000788920 2026-04-30 2026-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 30, 2026

 

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

 

Colorado 0-14942 84-1261240
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

 

2361 McGaw Avenue

Irvine, California 92614

(Address of principal executive offices, zip code)

 

(949) 769-3200

(Registrant’s telephone number including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value PDEX NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐  

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

  

 

 

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 30, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the third quarter and nine months ended March 31, 2026. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number   Description
99.1   Press Release dated April 30, 2026
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

 

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.

 

Date: April 30, 2026 Pro-Dex, Inc.
   
     
  By: /s/ Alisha K. Charlton
    Alisha K. Charlton
    Chief Financial Officer

 

 

 

 
EX-99.1 2 ex99x1.htm PRESS RELEASE

 Exhibit 99.1

 

ProDexLogoAndTag_High Res

 

 

Contact:   Richard L. Van Kirk, Chief Executive Officer
    (949) 769-3200

For Immediate Release

 

PRO-DEX, INC. ANNOUNCES FISCAL 2026 THIRD QUARTER

AND NINE-MONTH RESULTS

 

IRVINE, CA, April 30, 2026 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2026 third quarter ended March 31, 2026. The Company also filed its Quarterly Report on Form 10-Q for the third quarter of fiscal year 2026 with the Securities and Exchange Commission today.

 

Quarter Ended March 31, 2026

 

Net sales for the three months ended March 31, 2026, increased $2.5 million, or 15%, to $19.9 million from $17.4 million for the three months ended March 31, 2025, primarily due to an increase in shipments in the amount of $4.7 million of our largest customer’s next generation orthopedic handpiece offset by a decrease in repair revenue of $2.4 million similarly generated from our largest customer. We also recognized $345,000 more NRE and prototype revenue during the three months ended March 31, 2026 as compared to the corresponding period of the prior fiscal year.

 

Gross profit for the three months ended March 31, 2026, increased $335,000, or 6%, to $6.1 million from $5.8 million for the same period in fiscal 2025. Gross margin decreased by 2 percentage points to 31% for the three months ended March 31, 2026, compared to 33% for the corresponding period of the prior fiscal year. The decrease in gross margin is primarily due to an unfavorable product mix.

 

Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended March 31, 2026, increased $881,000, or 41%, to $3.0 million compared to $2.2 million in the prior fiscal year’s corresponding quarter, reflecting increases in selling, general and administrative expenses mostly due to higher expenses related to the acquisition of Advanced Precision Machining, LLC (“APM”) as well as increased personnel related expenses and includes approximately $200,000 in non-recurring legal and consulting fees related to the APM acquisition offset by lower research and development expenditures.

 

Operating income for the quarter ended March 31, 2026, decreased $546,000, or 15%, to $3.1 million compared to $3.6 million for the prior fiscal year’s corresponding quarter. The decrease is attributable to higher general and administrative expenses related to increased personnel costs, professional fees incurred related to our APM acquisition (which are non-recurring), as well as the inclusion of APM’s separate and continuing general and administrative expenses.

 

Net income for the quarter ended March 31, 2026, was $3.9 million or $1.20 per diluted share, compared to $3.3 million, or $0.98 per diluted share, for the corresponding quarter in fiscal 2025. The net income for the quarter ended March 31, 2026, includes a realized gain in the amount of $2.3 million from the payment of non-tradeable contingent value rights we hold in Monogram Technologies, Inc., related to its previous acquisition by Zimmer Biomet Holdings, Inc.

 

Nine Months Ended March 31, 2026

 

Net sales for the nine months ended March 31, 2026, increased $8.0 million, or 16%, to $57.1 million from $49.1 million for the nine months ended March 31, 2025, due primarily to an increase of $16.6 million in shipments of the next generation handpiece we sell to our largest customer offset by a decrease of $5.2 million of their legacy handpiece and $5.5 million in decreased repair revenue from their legacy handpiece. We also shipped $2.1 million more of our CMF drivers and batteries to various distributors during the nine months ended March 31, 2026, compared to the corresponding period of the prior fiscal year.

 

1 

Gross profit for the nine months ended March 31, 2026, increased $1.2 million, or 8%, compared to the same period in fiscal 2025 due to increased sales. Our gross margin decreased by 3 percentage points to 30% for the nine months ended March 31, 2026, compared to 33% for the corresponding period of the prior fiscal year, mostly as a result of a less favorable product mix.

 

Operating expenses (which include selling, general and administrative, and research and development expenses) for the nine months ended March 31, 2026, increased $1.1 million, or 17%, to $7.8 million compared to $6.7 million in the prior fiscal year’s corresponding period. The increase is related to increased selling, general and administrative expenses mostly due to higher personnel-related expenses offset by a decrease in research and development costs.

 

Operating income for nine months ended March 31, 2026, increased $117,000, or 1%, to $9.5 million compared to $9.4 million for the corresponding period of the prior fiscal year. The increase in operating income is attributable to higher sales and gross profit offset by the higher operating expenses described above.

 

Net income for the nine months ended March 31, 2026, was $10.8 million or $3.27 per diluted share, compared to net income of $7.8 million, or $2.31 per diluted share, for the nine months ended March 31, 2025. Our net income for the nine months ended March 31, 2026, includes a $9.1 million realized gain offset by the reversal of $3.2 million in unrealized gains related to our investment in Monogram Technologies, Inc. which was acquired by Zimmer Biomet Holdings, Inc. during our second fiscal quarter.

 

CEO Comments

 

“Our third quarter revenue reflects a new quarterly record.” said Richard L. (“Rick”) Van Kirk, the Company’s President and Chief Executive Officer. “Additionally, as we previously announced, we completed the acquisition of APM this quarter and remain excited about both the additional revenue streams created as well as the expanded machining capacity and technology provided by this subsidiary.” Mr. Van Kirk continued, “I want to thank the Pro-Dex family for their efforts and execution. We are well positioned for sustained success for the remainder of this fiscal year and beyond.”

 

About Pro-Dex, Inc.:

 

Pro-Dex, Inc. specializes in the design, development, and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and maxocranial facial markets. We have patented adoptive torque-limiting software and proprietary sealing solutions which appeal to our customers, primarily medical device distributors. Additionally, we provide engineering, quality, and regulatory consulting services to our customers. Our APM subsidiary manufactures parts and assemblies for the aerospace and defense industries in addition to providing several machined components to support Pro-Dex’s customers. Pro-Dex, Inc. also sells rotary air motors to a wide range of industries; however, these air motors comprise a de minimis portion of our business. Pro-Dex's products are found in hospitals and medical engineering labs around the world. For more information, visit the Company's websites at www.pro-dex.com and www.advanced-precision.com.

 

Statements herein concerning the Company's plans, growth, and strategies may include 'forward-looking statements' within the context of the federal securities laws. Statements regarding the Company's future events, developments, and future performance, as well as management's expectations, beliefs, plans, estimates, or projections relating to the future, including, without limitation, statements concerning future growth are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors. Interested parties should refer to the disclosure concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.

 

(tables follow)

 

2 

PRO-DEX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share amounts)

  

             
    March 31,
2026
    June 30,
2025
 
ASSETS                
Current Assets:                
Cash and cash equivalents   $ 9,993     $ 419  
Investments     986       6,740  
Accounts receivable     19,473       16,433  
Deferred costs     40       24  
Inventory     22,357       22,213  
Income tax receivable     301       1,056  
Prepaid expenses and other current assets     560       410  
Total current assets     53,710       47,295  
Land and building, net     5,991       6,061  
Equipment and leasehold improvements, net     5,530       5,153  
Right-of-use asset, net     716       1,050  
Intangibles, net     712       26  
Deferred income taxes, net     1,277       1,415  
Investments     456       148  
Goodwill     6,525        
Other assets     60       44  
Total assets   $ 74,977     $ 61,192  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable   $ 5,246     $ 4,614  
Accrued expenses     4,319       3,479  
Deferred revenue     144       202  
Income taxes payable     736       186  
Notes payable     4,191       6,148  
Total current liabilities     14,636       14,629  
Lease liability, net of current portion     838       685  
Notes payable, net of current portion     14,305       9,246  
Total non-current liabilities     15,143       9,931  
Total liabilities     29,779       24,560  
 Shareholders’ equity:                
Common shares; no par value; 50,000,000 shares authorized; 3,196,611 and 3,261,043 shares issued and outstanding at March 31, 2026 and June 30, 2025, respectively           704  
Retained earnings     45,198       35,928  
Total shareholders’ equity     45,198       36,632  
Total liabilities and shareholders’ equity   $ 74,977     $ 61,192  

  

 

3 

PRO-DEX, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

  

                         
    Three Months Ended
March 31,
    Nine Months Ended
March 31,
 
    2026     2025     2026     2025  
                         
Net sales   $ 19,949     $ 17,414     $ 57,143     $ 49,099  
Cost of sales     13,816       11,616       39,899       33,080  
Gross profit     6,133       5,798       17,244       16,019  
                                 
Operating expenses:                                
Selling, general and administrative expenses     2,212       1,211       5,454       3,943  
Research and development costs     827       947       2,328       2,731  
Total operating expenses     3,039       2,158       7,782       6,674  
                                 
Operating income     3,094       3,640       9,462       9,345  
Interest expense     (201 )     (246 )     (542 )     (602 )
Gain on equity investments, net     2,394       1,145       5,443       1,655  
Interest and other income     53       15       127       61  
Income before income taxes     5,340       4,554       14,490       10,459  
Provision for income taxes     1,402       1,279       3,685       2,678  
Net income   $ 3,938     $ 3,275     $ 10,805     $ 7,781  
                                 
Basic and diluted net income per share:                                
Basic   $ 1.23     $ 1.00     $ 3.34     $ 2.36  
Diluted   $ 1.20     $ 0.98     $ 3.27     $ 2.31  
                                 
                                 
Weighted average common shares outstanding:                                
Basic     3,201,480       3,261,043       3,237,761       3,296,744  
Diluted     3,269,657       3,337,312       3,302,115       3,366,099  
Common shares outstanding     3,196,611       3,261,043       3,196,611       3,261,043  

 

  

4