false 0001001907 0001001907 2023-06-30 2023-06-30

 
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 30, 2023
 

 
astc20230629_8kimg001.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
Registrants 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 7.01 Regulation FD Disclosure.
 
On June 30, 2023, Astrotech Corporation (the “Company”) issued a press release with respect to the unanimous rejection by its Board of Directors of the previously announced unsolicited, non-binding proposal received from BML Investment Partners, L.P. on June 26, 2023.
 
The information set forth under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
 
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: 
Chief Executive Officer, Chief Technical Officer and Chairman of the Board
 
 
 
Date: June 30, 2023
 
 

Exhibit 99.1

 

ex_540115img001.jpg

 

ASTROTECH BOARD UNANIMOUSLY REJECTS UNSOLICITED ACQUISITION PROPOSAL FROM BML INVESTMENT PARTNERS, L.P.

Determines Proposal is Opportunistic, Significantly Undervalues the Company, Does Not Reflect the Companys True Intrinsic Value or Prospects and is Not in the Best Interests of Stockholders

 

Austin, Texas, June 30, 2023 – Astrotech Corporation (Nasdaq: ASTC) (the “Company” or “Astrotech”) today announced that its Board of Directors (the “Board”) has unanimously rejected the unsolicited acquisition proposal from BML Investment Partners, L.P. (“BML”), received on June 26, 2023, to acquire all of the outstanding shares of common stock of the Company for $17.25 per share in cash (the “Proposal”). After a thorough review, in consultation with management and its legal advisors, the Board unanimously determined to reject the Proposal because it is not in the best interest of the Company’s stockholders for the reasons set forth below.

 

“We are confident that the completion of our key strategic projects has the potential to deliver greater value to our stockholders than the current non-binding proposal. Our board has reviewed the BML proposal and believes that it is grossly undervalued, stated Thomas B. Pickens III, CEO and CTO of Astrotech.

 

The Proposal is Opportunistic and Significantly Undervalues the Company

 

The Board believes that the Proposal significantly undervalues the Company and prioritizes the short-term gain of BML at the expense of the Company’s stockholders. The Board believes the Proposal is an opportunistic attempt by BML to purchase the Company’s shares at a discounted price that significantly undervalues the Company’s business.

 

 

The offer price of $17.25 per share represents a significant 34% discount to the per share value of the Company’s cash and short term investments as of March 31, 2023. The cash and short-term investments represent the Company’s primary liquidity source for funding the development of its products and execution of its long-term business strategy.

 

 

The offer price represents a more than $10 million discount to cash for which BML is expecting to benefit to the detriment and disregard of our shareholders.

 

 

The offer price represents an even greater discount when considering the value of the Company’s key mass spectrometry technology that is the foundation of our current and future products, and therefore does not reflect the Company’s true intrinsic value or prospects.

 

 

The Company has continued to drive stockholder value by expanding its offerings in existing and new markets to capitalize on opportunities for new business.

 

The Proposal Would Deprive Stockholders of Long-Term Value

 

The Board believes that the Company’s stockholders will best be served by the Company continuing to pursue its long-term business strategy because the Board believes that the long-term value of the Company is greater than the short-term liquidation or sale value represented by the Proposal. As a result, the Proposal would deny the Company’s stockholders the full benefits of the Company’s developing business opportunities in bringing products to market and its overall growth strategy. For example, the Proposal does not take into account the successful results of the AgLAB Maximum Value Process™ method (AgLAB subsidiary) or the recent purchase order for 17 TRACER 1000 systems (1st Detect subsidiary). The partnership with Cleveland Clinic to develop the BreathTest-1000TM (BreathTech subsidiary) is another project that has the potential to create long-term value.

 

 

 

BML Is Seeking Short-Term Gain at the Expense of Long-Term Value for Stockholders

 

The Board believes that BML’s aim is to realize a short-term gain at the expense of the Company’s other stockholders. The Board believes that BML’s strategy of potentially liquidating the Company, as stated in BML’s Schedule 13D, would result in unfair profits to BML at the expense of all other stockholders because the offer price of $17.25 per share is significantly less than the per share value of the Company’s cash and short-term equivalents. Consistent with its history involving other public companies, the Board believes BML is targeting Astrotech for liquidation because the market value of Astrotech’s common stock is less than the book value of its cash and short-term investments. If BML were to acquire the Company at $17.25 per share (excluding shares directly held by BML), BML would expend an aggregate $25 million for the remaining 87% of Company shares that it does not own, and BML would then own 100% of a Company with a value of $26.17 per share, based solely on the book value of the cash and short-term investments as of March 31, 2023. If BML were then to liquidate the Company shortly thereafter, BML would realize a gain on all of its shares that would represent a significant premium over what all other stockholders would receive based on the Proposal, to the sole benefit of BML.

 

The Proposal is Subject to Financing Uncertainties

 

The Proposal states that BML has funds “readily available” to close a transaction but provides no details or evidence of any financing commitments, sources, methods, discussions or other customary disclosure regarding how BML plans to fund over $25 million in cash consideration.

 

Our Commitment

 

The Company’s Board is committed to delivering long-term value to stockholders by executing on its strategic business plans and growing the Company’s mass spectrometry technology and business lines. The Board will continue to work on behalf of stockholders to grow Astrotech’s business and generate increasing value for its stockholders generally over the limited opportunistic interests of the few.

 

About Astrotech Corporation

 

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. Furthermore, there can be no assurance that the non-binding proposal will result in a formal offer or that any such offer will ultimately result in a completed transaction. 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 Companys 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 Companys Securities and Exchange Commission filings including the Companys 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 Companys 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

 

 
v3.23.2
Document And Entity Information
Jun. 30, 2023
Document Information [Line Items]  
Entity, Registrant Name Astrotech Corporation
Document, Type 8-K
Document, Period End Date Jun. 30, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-34426
Entity, Tax Identification Number 91-1273737
Entity, Address, Address Line One 2105 Donley Drive, Suite 100
Entity, Address, City or Town Austin
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 78758
City Area Code 512
Local Phone Number 485-9530
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ASTC
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001001907

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