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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 20, 2022

 
logo01.jpg
 
Astrotech Corporation
 
(Exact Name of Registrant as Specified in Charter)

 
Delaware
 
 001-34426
 
91-1273737
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
   
2105 Donley Drive, Suite 100, Austin, Texas
 
78758
(Address of Principal Executive Offices)
 
(Zip Code)
 
(512) 485-9530
Registrant’s Telephone Number, Including Area Code
 
(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):
 
 
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
 
 
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
 
 
Pre-commencement communication 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 Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
ASTC
 
NASDAQ Stock Market, LLC
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark 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 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 20, 2022, the Board of Directors (the “Board”) of Astrotech Corporation (the “Company”) appointed Jim Becker as a director of the Company, effective as of June 20, 2022, to fill a vacancy on the Board. The Board has determined that Mr. Becker is independent in accordance with Nasdaq rules. In addition, Mr. Becker has been appointed to serve on each of the compensation committee, the corporate governance and nominating committee and the audit committee of the Board. In connection with his appointment, Mr. Becker was granted 50,000 restricted shares of the Company’s common stock under the Company’s 2021 Omnibus Equity Incentive Plan, vesting in three equal annual installments on June 20, 2023, June 20, 2024, and June 20, 2025. Mr. Becker will receive the standard compensation package for the Company’s non-employee directors as described in the section entitled “Director Compensation” in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 2, 2022.
 
Mr. Becker founded Becker Logistics in 1997 and has served as its Chief Executive Officer since its inception. Mr. Becker brings extensive leadership experience to the Company, with a focus on strategic market growth and expansion, scaling and business process improvements, along with public speaking and corporate management skills. He currently serves as a Chairman of Membership Committee for the Transportation Intermediaries Association where he also served as an At-Large Board Member for two terms from 2013-2019. Mr. Becker also serves as an Executive Advisory Committee Member for McLeod Software and is the creator of Jenna’s Foundation. In July 2021, Mr. Becker was appointed to the board of The Monroe Institute, a non-profit organization. Mr. Becker received a certificate in Mergers and Acquisitions from the University of Chicago Booth School of Business and attended Northwestern University for Leadership and Organizational Behaviorism.
 
There are no arrangements or understandings between Mr. Becker and any other person pursuant to which Mr. Becker was appointed as a director. There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Becker has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.
 
As a result of Mr. Becker’s appointment, the Company believes it has regained compliance with (i) Nasdaq Listing Rule 5605(c)(2)(A), which requires the audit committee of a Nasdaq-listed company to have a minimum of three members, each of whom satisfies the independence requirements set forth in the applicable Nasdaq rules and (ii) Nasdaq Listing Rule 5605(b)(1), which requires that the majority of the board of directors of a Nasdaq-listed company be comprised of “independent directors” as defined in the Nasdaq rules.
 
Item 7.01 Regulation FD Disclosure.
 
On June 23, 2022, the Company issued a press release announcing Mr. Becker’s appointment to the Board.  A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01         Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (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.
 
 
Astrotech Corporation
 
       
 
By:
    /s/ Thomas B. Pickens III
 
 
  Name: Thomas B. Pickens III  
  Title: Chairman of the Board and Chief Executive Officer  
 
Date: June 23, 2022
 
 
EX-99.1 2 ex_389237.htm EXHIBIT 99.1 ex_389237.htm

ex_389237img001.jpg

 

 

ASTROTECH APPOINTS JIM BECKER TO BOARD OF DIRECTORS

 

Austin, Texas – June 23, 2022 – Astrotech Corporation (Nasdaq: ASTC) announced today that it has appointed Jim Becker to its Board of Directors. Mr. Becker brings to Astrotech’s Board extensive leadership, with a focus on strategic market growth and expansion, and business process improvements and scaling, along with public speaking and corporate management skills. He will serve on each of the compensation committee, the corporate governance and nominating committee, and the audit committee of the Board of Directors.

 

Mr. Becker stated, “I look forward to joining the Board of Astrotech. With Astrotech's technological portfolio and the culture of the leadership team, I see this as a perfect opportunity to contribute to their growth.”

 

Mr. Becker is the founder and CEO of Becker Logistics, LLC. He has overseen significant growth in its revenue by following the core values of integrity, quality, innovation, safety, competitiveness, openness, respect, and equal work life balance. He currently serves as a Chairman of Membership Committee for the Transportation Intermediaries Association where he also served as an At-Large Board Member for two terms from 2013-2019. Mr. Becker also serves as an Executive Advisory Committee Member for McLeod Software and is the creator of Jenna’s Foundation. In July 2021, Mr. Becker was appointed to the board of The Monroe Institute, a non-profit organization. Mr. Becker received a certificate in Mergers and Acquisitions from the University of Chicago Booth School of Business and attended Northwestern University for Leadership and Organizational Behaviorism.

 

“We are very honored to have Mr. Becker join the Astrotech leadership team in his new role as a member of the board and its committees,” stated Thomas B. Pickens III, Chairman and CEO of Astrotech. “His comprehensive background in logistics, sales performance, market growth and M&A makes him the perfect fit to help Astrotech and its subsidiaries push for revenue growth as we scale our mass spectrometer technology into many markets.”

 

About Astrotech

 

Astrotech (Nasdaq: ASTC) is a mass spectrometry company that launches, manages, and commercializes scalable companies based on its innovative core technology through its wholly-owned subsidiaries.  1st Detect develops, manufactures, and sells trace detectors for use in the security and detection market. AgLAB is developing chemical analyzers for use in the agriculture market.  BreathTech is developing a breath analysis tool to provide early detection of lung diseases. Astrotech is headquartered in Austin, Texas. For information, please visit www.astrotechcorp.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statement. These factors include, but are not limited to, the severity and duration of the COVID-19 pandemic and its impact on the U.S. and worldwide economy, the timing, scope and effect of further U.S. and international governmental, regulatory, fiscal, monetary and public health responses to the COVID-19 pandemic, the Company’s use of proceeds from the common stock offerings, whether we can successfully complete the development of our new products and proprietary technologies, whether we can obtain the FDA and other regulatory approvals required to market our products under development in the United States or abroad, whether the market will accept our products and services and whether we are successful in identifying, completing and integrating acquisitions, as well as other risk factors and business considerations described in the Company’s Securities and Exchange Commission filings including the Company’s most recent Annual Report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. In addition, any forward-looking statements included in this press release represent the Company’s views only as of the date of its publication and should not be relied upon as representing its views as of any subsequent date. The Company assumes no obligation to correct or update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Company Contact: Jaime Hinojosa, Chief Financial Officer, Astrotech Corporation, (512) 485-9530