Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 001-34426
Astrotech Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
91-1273737
State or Other Jurisdiction of
Incorporation or Organization
I.R.S. Employer Identification No.
1817 W. Braker Lane, Suite 400, Austin, Texas
78758
Address of Principal Executive Offices
Zip Code
(512) 485-9530
Registrant’s Telephone Number, Including Area Code
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of May 12, 2026, the number of shares of the registrant’s common stock issued and outstanding was 1,758,953.
ASTROTECH CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page
PART I:
FINANCIAL INFORMATION
3
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
20
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
27
ITEM 4.
CONTROLS AND PROCEDURES
PART II:
OTHER INFORMATION
28
LEGAL PROCEEDINGS
ITEM 1A.
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
29
DEFAULTS UPON SENIOR SECURITIES
MINE SAFETY DISCLOSURES
ITEM 5.
ITEM 6.
EXHIBITS
30
PART I: FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
March 31,
June 30,
2026
2025
(Unaudited)
(Note)
Assets
Current assets
Cash and cash equivalents
Short-term investments
Accounts receivable
Inventory, net:
Raw materials
Work-in-process
Finished goods
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Intangible asset, net
Operating lease right-of-use assets, net
Other assets, net
Total assets
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
Payroll related accruals
Accrued expenses and other liabilities
Lease liabilities, current
Total current liabilities
Accrued expenses and other liabilities, net of current portion
Lease liabilities, net of current portion
Total liabilities
Commitments and contingencies (Note 15)
Stockholders’ equity
Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series D issued and outstanding at March 31, 2026, and June 30, 2025
Common stock, $0.001 par value, 250,000,000 shares authorized at March 31, 2026, and June 30, 2025, respectively; 1,769,269 shares issued at March 31, 2026, and June 30, 2025 respectively; 1,758,953 shares outstanding at March 31, 2026, and June 30, 2025.
Treasury shares, 10,316 at March 31, 2026, and June 30, 2025, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except per share data)
Three Months Ended
Nine Months Ended
Revenue
Cost of revenue
Gross profit
Operating expenses:
Selling, general and administrative
Research and development
Total operating expenses
Loss from operations
Other income and expense, net
Loss from operations before income taxes
Net loss
Weighted average common shares outstanding:
Basic and diluted
Basic and diluted net loss per common share:
Net loss per common share
Other comprehensive loss, net of tax:
Available-for-sale securities:
Net unrealized gain (loss)
Total comprehensive loss
ASTROTECH CORPORATION
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(In thousands)
Preferred Stock
Series D
Common Stock
Amount
Number of Shares Outstanding
Treasury Stock Amount
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Total Stockholders’ Equity
Balance at June 30, 2025
Net change in available-for-sale marketable securities
Stock offering costs
Stock-based compensation
Issuance of restricted stock
Forfeiture of stock options
Exercise of stock options
Share repurchases
Cancellation of restricted stock
Balance at September 30, 2025
Issuance of stock, net of offering costs
Restricted stock issuance
Balance at December 31, 2025
Purchase of treasury stock
Balance at March 31, 2026
Balance at June 30, 2024
Balance at September 30, 2024
Balance at December 31, 2024
Balance at March 31, 2025
Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Amortization of operating lease right-of-use assets
Interest on financing leases
Loss on disposal of asset
Changes in assets and liabilities:
Contract asset
Inventory, net
Other assets and liabilities
Operating lease liabilities
Net cash used in operating activities
Cash flows from investing activities:
Purchases of property and equipment
Purchases of intangible assets
Proceeds from short-term investments
Net cash provided by investing activities
Cash flows from financing activities:
Repayment of financing liability in connection with internal-use software
Repayments on finance lease liabilities
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures of cash flow information:
Cash paid for interest
Non-cash financing activities: Transfer from inventory
Operating right of use assets interests
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) General Information
Business Overview
The terms “Astrotech”, “the Company”, “we”, “us”, or “our” refer to Astrotech Corporation (Nasdaq: ASTC), a Delaware corporation organized in 1984.
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. The Astrotech Mass Spectrometer Technology™ (“AMS 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.
We are commercializing the AMS Technology through application specific, wholly owned subsidiaries described below.
●
Astrotech Technologies, Inc. (“ATI”) owns and licenses the intellectual property related to the AMS Technology.
1st Detect Corporation (“1st 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. 1st Detect holds an exclusive AMS Technology license from ATI for air passenger and cargo security applications as well as narcotics detection.
AgLAB, Inc. (“AgLAB”) is developing a series of mass spectrometers for use in the hemp and cannabis market with initial focus on optimizing yields in the distillation processes. AgLAB holds an exclusive AMS Technology license from ATI for applications in the agriculture industry which require analyzing complex chemical compounds found in organic plant material and extracts.
BreathTech Corporation (“BreathTech”) is advancing a breath analysis tool to screen for volatile organic compound (“VOC”) metabolites found in a person’s breath that could indicate a compromised condition including but not limited to a bacterial or viral infection. 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. 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. 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 and AMS Technology license from ATI for instant feedback to accurately detect soil, water, and air contamination source location and migration.
Principles of Consolidation and Basis of Presentation
The accompanying condensed consolidated financial statements of Astrotech Corporation and Subsidiaries (collectively the “Company”) have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures required by accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations of the Company for the period presented. The results of operations for the three and nine months ended March 31, 2026, are not necessarily indicative of the results that may be expected for any future period or the fiscal year ending June 30, 2026 and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC.
Segment Information
The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”), the Chief Executive Officer, in making decisions on how to allocate resources and assess performance. Net sales attributed to customers in the United States and foreign countries for the three months and nine months ended March 31, 2026, and March 31, 2025, were as follows:
Revenue by Segment
United States
Foreign Countries
Total Revenue
Grant Revenue
(41
Service Revenue
Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which is intended to enhance the transparency and decision usefulness of income tax disclosures. The guidance addresses investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. We adopted this standard in fiscal year 2025 This pronouncement has not impacted the Company’s consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued Accounting Standards Update 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" which requires that at each interim and annual reporting period an entity:
1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the listed expense categories.
2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.
3. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.
4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027: either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company expects to enhance disclosures of expenses based on new requirements.
In November 2024, the FASB also issued Accounting Standards Update 2024-04 "Debt - Debt with Conversion and Other Options (Subtopic 470-20) “Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.
Other accounting pronouncements issued but not yet effective are not believed by management to be relevant or to have a material impact on the Company’s present or future consolidated financial statements.
(2) Liquidity
As of March 31, 2026, the Company had cash of approximately $2.7 million, short-term investments of approximately $3.9 million , and has positive working capital of approximately $9.5 million. We have incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of approximately $262 million at March 31, 2026. Management believes that our cash and cash equivalents, and investments at March 31, 2026, together with operational cash flows, and capital-raising activities will fund our current operating plans and meet our anticipated obligations for at least the next 12 months. Substantial additional capital will be required to support longer-term growth and operational objectives. Future cash flows are subject to a number of variables, including the ability to generate sales under existing and future business opportunities, and significant additional capital expenditures may be required to conduct our operations. There can be no assurance that operations and other capital sources will provide sufficient cash to maintain planned or future levels of capital expenditures. We regularly monitor potential financings and capital sources, including equity and debt markets, in an effort to meet our planned capital expenditures and liquidity requirements. The availability and terms of future financing will depend on a variety of factors, including general economic and market conditions, our operating performance, and investor interest. Additional funding may not be available on acceptable terms, if at all. If we are unable to obtain adequate financing when needed, we may be forced to delay, reduce the scope of, or eliminate certain operations, commercialization efforts, or other aspects of our business. In addition, raising additional funds through equity offerings may result in dilution to our stockholders, while debt or other financing could involve covenants or obligations that restrict our business operations. Until we can generate sufficient revenue from product sales, if at all, we expect to finance our operations primarily through existing cash reserves and additional capital-raising activities.
(3) Investments
The following tables summarize gains and losses related to the Company’s investments as of March 31, 2026, and June 30, 2025, respectively:
March 31, 2026
Available-for-Sale Investments
Adjusted
Unrealized
Fair
Cost
Gain
Loss
Value
Mutual Funds - Corporate & Government Debt
ETFs - Corporate & Government Debt
Total
June 30, 2025
As of March 31, 2026, and June 30, 2025, the Company had no long-term investments. For more information about the fair value of the Company’s financial instruments, see footnote 11.
The following table presents the carrying amounts of certain financial instruments as of March 31, 2026, and June 30, 2025, respectively:
Carrying Value
Short-Term Investments
Long-Term Investments
Money Market Funds
(4) Leases
On November 22, 2022, Astrotech entered into a sublease agreement for an approximately 3,900 square feet facility to provide the space needed as the Company launches its AgLAB products and continues its R&D efforts at ATI and BreathTech. The sublease commenced on December 1, 2022, and has a lease term of 29 months. This sublease agreement expired on October 31, 2025, and the company no longer occupies the space.
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. 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.
Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of lease payments. Significant judgment is required when determining the Company’s incremental borrowing rate. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The amortization expense for financed lease assets for three months ended March 31, 2026, and 2025 totaled $31 thousand in each period.
The balance sheet presentation of the Company’s operating and finance leases is as follows:
Classification on the Condensed Consolidated Balance Sheet
Assets:
Operating lease assets
Operating leases, right-of-use assets, net
Financing lease assets
Total lease assets
Liabilities:
Current:
Operating lease obligations
Financing lease obligations
Non-current:
Lease liabilities, non-current
Total lease liabilities
Future minimum lease payments as of March 31, 2026, under non-cancellable leases are as follows (in thousands):
For the Year Ended June 30,
Operating Leases
Financing Leases
2027
26
2028
2029
2030
Thereafter
Total lease obligations
2,748
58
2,806
Less: imputed interest
Present value of net minimum lease obligations
Less: lease liabilities - current
Lease liabilities - non-current
Other information as of March 31, 2026, is as follows:
Weighted-average remaining lease term (years):
Operating leases
Financing leases
Weighted-average discount rate:
Cash payments for operating leases for the three months ended March 31, 2026, and 2025 were $95 thousand and $43 thousand, respectively. Cash payments for financing leases for the three months ended March 31, 2026, and 2025, were $7 thousand and $9 thousand respectively. Cash payments for operating leases for the nine months ended March 31, 2026, and 2025 were $253 thousand and $128 thousand respectively. Cash payments for financing leases for the nine months ended March 31, 2026, and 2025, were $17 thousand and $87 thousand respectively.
(5) Property and Equipment, net
As of March 31, 2026, and June 30, 2025, property and equipment, net consisted of the following, respectively:
Furniture, fixtures, equipment & leasehold improvements
Software
Capital improvements in progress
Gross property and equipment
Accumulated depreciation and amortization
Depreciation and amortization expense of property and equipment was $227 thousand and $247 thousand for the three months ended March 31, 2026, and 2025, respectively. Depreciation and amortization expense of property and equipment was $684 thousand and $718 thousand for the nine months ended March 31, 2026 and 2025, respectively. Total depreciation and amortization expense includes finance lease right-of-use asset amortization of $95 thousand and $69 thousand for each of the nine months ended March 2026, and 2025.
(6) Intangible Assets, net
As of March 31, 2026, and June 30, 2025, intangible assets, net consisted of the following, respectively:
Intangible asset
Accumulated amortization
Intangible Assets, net
The intangible asset consists of a license from a national laboratory for technology used in gas chromatographic products.
(7) Warranty Reserve
Astrotech offers its customers warranties on the products that it sells. These warranties typically provide for repairs and maintenance of the products if problems arise during a specified period after original shipment. Concurrent with the sale of products, the Company records a provision for estimated warranty expenses with a corresponding increase in cost of goods sold. The Company periodically adjusts this provision based on historical experience and anticipated expenses. The Company charges actual expenses of repairs under warranty, including parts and labor, to this provision when incurred. The current obligation for warranty provision is included in accrued expenses and other liabilities in the condensed consolidated balance sheets. The warranty reserve balance was $195 thousand and $197 thousand as of March 31, 2026, and June 30, 2025, respectively.
(8) Stockholders’ Equity
The Company has issued 280,898 shares of Series D convertible preferred stock (“Series D Preferred Shares”), all of which were issued and outstanding as of March 31, 2026. Series D Preferred Shares are convertible to common stock on a one-to-thirty basis, representing approximately 8.4 million shares of common stock upon conversion. Series D Preferred Shares are not callable by the Company. The holder of the preferred stock is entitled to receive, and we shall pay, dividends on shares equal to and in the same form as dividends actually paid on shares of common stock when, and if, such dividends are paid on shares of common stock. No other dividends are paid on the preferred shares. Preferred shares have no voting rights. Upon liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the preferred shares have preference over common stock. The holder of Series D Preferred Shares has the option to convert said shares to common stock at the holder’s discretion.
The Company has issued 1,769,269 shares of common stock and has outstanding shares of common stock of 1,758,953 as of March 31, 2026. Treasury shares of 10,316 are the difference between issued and outstanding shares.
We did not issue common stock during the three months ended March 31, 2026.
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.
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. 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. On December 12, 2025, the Company entered into Amendment No. 3 to the Rights Agreement with the Rights Agent, which extends the Final Expiration Date to December 20, 2026, unless the Final Expiration Date is further extended by the Company in accordance with the terms of the Rights Plan. All other terms and conditions of the Rights Plan remain unchanged.
Warrants
A summary of the common stock warrant activity for the nine months ended March 31, 2026, is presented below:
Number of Shares Underlying Warrants (In thousands)
Weighted Average Exercise Price
Aggregate Fair Market Value at Issuance (In thousands)
Weighted Average Remaining Contractual Term (Years)
Outstanding June 30, 2025
Warrants issued
Warrants exercised
Warrants expired
Outstanding March 31, 2026
Shelf Registration Statement
On January 28, 2026, the Company filed a Registration Statement on Form S-3 (Registration No. 333-293023) (the “Shelf Registration Statement”), declared effective on January 30, 2026 by the SEC, which includes a base prospectus that allows the Company to offer and sell, from time to time, in one or more offerings, common stock, preferred stock, debt securities, warrants, rights or units up to an aggregate public offering price of $30 million. As described in the Shelf Registration Statement, pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities registered on the Shelf Registration Statement, in a public primary offering with a value exceeding more than one-third of the Company’s public float in any 12-month period so long as the Company’s public float remains below $75 million (the “Baby Shelf Limitation”). As of the date of the Shelf Registration Statement and after giving effect to the Baby Shelf limitation and the public float of the Company’s common stock, the Company may offer and sell shares of its common stock having an aggregate offering price of up to approximately $1,974,354. The Shelf Registration Statement is intended to preserve the Company’s flexibility to raise capital from time to time, if and when needed.
(9) Net Loss per Share
Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method and the if-converted method. Potentially dilutive common shares include outstanding stock options and share-based awards.
The following table reconciles the numerators and denominators used in the computations of both basic and diluted net loss per share:
Numerator:
Denominator:
Denominator for basic and diluted net loss per share — weighted average common stock outstanding
All unvested restricted stock awards and convertible Series D preferred shares for the nine months ended March 31, 2026, are not included in diluted net loss per share, as the impact to net loss per share would be anti-dilutive. Options to purchase 234,426 shares of common stock at exercise prices ranging from $4.73 to $175.50 per share outstanding as of March 31, 2026, were not included in diluted net loss per share, as the impact to net loss per share would be anti-dilutive.
(10) 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. The guidelines of Topic 606 establish a five-step process to govern the recognition and reporting of revenue from contracts with customers. The five steps are: (i) identify the contract with a customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the performance obligations are satisfied.
An additional factor is reasonable assurance of collectability. This necessitates deferral of all or a portion of revenue recognition until assurance of collection. For the three months ended March 31, 2026, one major customer accounted for substantially all of the $99 thousand in revenue. For the three months ended March 31, 2025, two customers accounted for substantially all of the $534 thousand in revenue. For the nine months ended March 31, 2026, four major customers accounted for substantially all of the $787 thousand of the Company's revenue. For the nine months ended March 31, 2025, the Company recognized $829 thousand in revenue, primarily from three customers, which represented a significant portion of our total revenue for the period.
Revenue from product and services sales are recognized when control of the goods is transferred to the customer which occurs at a point in time typically upon shipment to the customer or completion of the service. 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.
Revenue under long-term government contracts is recorded under the percentage of completion method. Revenue, billable under cost-plus-fixed-fee contracts, is recorded as costs are incurred and includes estimated earned fees in the proportion that costs incurred to date bear to total estimated costs. Costs include direct labor, direct materials, subcontractor costs and manufacturing and administrative overhead allowable under the contract. General and administrative expenses allowable under the terms of contracts are allocated per contract, depending on its direct labor and material proportion to total direct labor and material of all contracts. As contracts can extend over one or more accounting periods, revisions in earnings estimated during the course of work are reflected during the accounting period in which the facts become known. The Company does not generally provide an allowance for returns from our government customers because our customer agreements do not provide for a right of return.
Practical Expedients.
Product Sales.
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. 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.
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.
Certain agreements with customers include the sale of equipment involving multiple elements in cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct promise or bundle of promises has been met.
The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire amount of consideration is attributed to that obligation. 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 an applicable discount, or the price used to sell the good or service in similar circumstances. 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.
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. 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.
(11) 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. Topic 820 is applicable whenever assets and liabilities are measured and included in the financial statements at fair value. The fair value hierarchy established in Topic 820 prioritizes the inputs used in valuation techniques into three levels as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
The following tables present the carrying amounts, estimated fair values, and valuation input levels of certain financial instruments as of March 31, 2026, and June 30, 2025:
Carrying
Fair Value Measured Using
Level 1
Level 2
Level 3
Total Available-for-Sale Investments
The value of available-for-sale securities with Level 1 inputs is based on pricing from third-party pricing vendors, who use quoted prices in active markets for identical assets. The fair value measurements used for time deposits are considered Level 2 and use pricing from third-party pricing vendors who use quoted prices for identical or similar securities in both active and inactive markets.
The carrying amounts reported in the condensed consolidated balance sheets for cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and accrued expenses and other liabilities at fair value or cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
As of the unaudited condensed consolidated balance sheets date, certain investment securities are required to be recorded at fair value with the change in fair value during the period being recorded as an unrealized gain or loss.
(12) Business Risk and Credit Risk Concentration Involving Cash
For the three months ended March 31, 2026 and 2025, one and two customers, respectively, accounted for substantially all of the Company's revenue. For the nine months ended March 31, 2026, and 2025, four and three customers, respectively, accounted for substantially all the of the Company's revenue.
The Company maintains funds in bank accounts that may exceed the limit insured by the Federal Deposit Insurance Corporation (the “FDIC”). The risk of loss attributable to these uninsured balances is mitigated by depositing funds in what the Company believes to be high credit quality financial institutions. The Company has not experienced any losses in such accounts. The general insurance limit is $250,000 per separately insured depositor. The combined balances of these bank accounts as of March 31, 2026, were $2.2 million across two financial institutions.
(13) Stock-Based Compensation
We have granted equity incentives to employees and directors in the form of stock options and restricted stock awards. The total stock-based compensation expense for all equity incentives was $245 thousand and $152 thousand for the three months ended March 31, 2026, and March 31, 2025, respectively. The total stock-based compensation expense for all equity incentives was $740 thousand and $629 thousand for the nine months ended March 31, 2026, and March 31, 2025, respectively.
Stock Options
The Company’s stock option activity for the nine months ended March 31, 2026, is as follows:
Outstanding at June 30, 2025
Granted
Exercised
Canceled or expired
Outstanding at March 31, 2026
The aggregate intrinsic value was $0 for all of options exercisable and for all unvested options at March 31, 2026, because the fair value of the Company’s common stock was less than the exercise prices of these options.
The table below details the Company’s stock options outstanding as of March 31, 2026:
Compensation costs recognized related to stock option awards were $73 thousand and $126 thousand for each of the three months ended March 31, 2026, and 2025, respectively. Compensation costs recognized related to stock option awards were $464 thousand and $480 thousand for each of the nine months ended March 31, 2026, and 2025, respectively. The remaining stock-based compensation expense of $514 thousand related to stock options will be recognized over a weighted-average period of 1.59 years.
Restricted Stock
The Company’s restricted stock activity for the nine months ended March 31, 2026, is as follows:
Shares
Weighted Average Grant Date Fair Value
Vested
Stock compensation expenses related to restricted stock were $172 thousand and $26 thousand for the three months ended March 31, 2026, and 2025, respectively. Stock compensation expenses related to restricted stock were $246 thousand and $149 thousand for the nine months ended March 31, 2026, and 2025, respectively. The remaining stock-based compensation expense of $419 thousand related to restricted stock awards granted will be recognized over a weighted-average period of 1.72 years.
(14) Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of March 31, 2026, the Company has a valuation allowance against all of its net deferred tax assets.
For the nine months ended March 31, 2026 and 2025, the Company incurred pre-tax losses in the amount of $11.2 million and $10.9 million, respectively. The total effective tax rate was approximately 0% for the nine months ended March 31 2026 and 2025.
For each of the nine months ended March 31, 2026 and 2025, the Company’s effective tax rate differed from the federal statutory rate of 21%, primarily due to the valuation allowance placed against its net deferred tax assets
FASB ASC 740, “Income Taxes” addresses the accounting for uncertainty in income tax recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. The Company currently has approximately $763 thousand of uncertain tax positions as of March 31, 2026, all of which are accounted as contra-deferred tax assets. The Company does not expect any significant changes to its uncertain tax positions in the coming 12 months.
Loss carryovers are generally subject to modification by tax authorities until three years after they have been utilized; as such, the Company is subject to examination for the fiscal years ended 2001 through present for federal purposes and fiscal years ended 2006 through present for state purposes.
(15) Commitments and Contingencies
From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of several of factors including experience with similar matters, history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the 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.
The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss.
(16) Subsequent Events
Management has determined there are no subsequent events to report through May 14, 2026.
(17)
Related Party
During the nine months ended March 31, 2026, the Company has incurred consulting expenses of $211 thousand dollars for services provided by a consultant who is the son‑in‑law of the Company’s Chief Executive Officer. The services primarily related to software services. The engagement and compensation terms were reviewed and approved in accordance with the Company’s related party transaction policy. Management believes the terms of this arrangement are similar to those that would be obtained from an unaffiliated third party.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “will,” “plans,” “believes,” “estimates,” “expects,” “intends,” and other similar expressions. Such statements are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in the statements. Such risks and uncertainties include, but are not limited to:
The effect of economic and political conditions in the United States or other nations that could impact our ability to sell our products and services or gain customers;
Product demand and market acceptance risks, including our ability to develop and sell products and services to be used by governmental or commercial customers;
The impact of trade barriers imposed by the U.S. government, such as import/export duties and restrictions, tariffs and quotas, and potential corresponding actions by other countries in which we conduct our business;
Technological difficulties and potential legal claims arising from any technological difficulties;
The risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging, and transportation;
Uncertainty in government funding and support for key programs, grant opportunities, or procurements;
The impact of competition on our ability to win new contracts;
Our ability to meet technological development milestones and overcome development challenges; and
Our ability to successfully identify, complete and integrate acquisitions.
While we do not intend to directly harvest, manufacture, distribute or sell cannabis or cannabis products, we may be detrimentally affected by a change in enforcement by federal or state governments and we may be subject to additional risks in connection with the evolving regulatory area and associated uncertainties. Any such effects may give rise to risks and uncertainties that are currently unknown or amplify others identified herein.
These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate; therefore, we cannot assure you that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. Considering the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the "2025 Form 10-K"), elsewhere in this Quarterly Report on Form 10-Q , or those discussed in other documents we filed with the SEC. Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events, or otherwise. In making these statements, we disclaim any obligation to address or update each factor in future filings with the Securities and Exchange Commission (“SEC”) or communications regarding our business or results, and we do not undertake to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. In addition, any of the matters discussed above may have affected our past results and may affect future results, so that our actual results may differ materially from those expressed in this Quarterly Report on Form 10-Q and in prior or subsequent communications.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included in Part I, Item 1 of this Report.
The terms “Astrotech”, “the Company”, “we”, “us”, or “our” refer to Astrotech Corporation (Nasdaq: ASTC), a Delaware corporation organized in 1984. Our use of “products” and “devices” refer to the TRACER 1000™, BreathTest-1000™, AGLAB 1000™, TRACER 1000™ NTD, and Pro-Control 1000™ along with related accessories and consumables.
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. We aim to expand access to mass spectrometry 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 are introducing our new line of products that are ultra-portable, on-site, rugged environmental testing instruments, featuring our proprietary ATi Gas Chromatography Column ("GC") and ATi Mass Spectrometer Technology ("MS") 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.The Astrotech Mass Spectrometer Technology™ ("AMS Technology") and ATi 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.
We are commercializing the AMS Technology platform through application specific, wholly owned subsidiaries.
Astrotech Technologies, Inc.
Astrotech Technologies, Inc. ("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. The intellectual property includes 16 patents granted along with extensive trade secrets. With a number of diverse market opportunities for our core technology, ATI is structured to license our intellectual property for different fields of use. ATI currently licenses the AMS Technology to our four wholly owned subsidiaries on an exclusive basis.
1st Detect Corporation
1st Detect Corporation (“1st Detect”), a licensee of ATI for security and detection applications, has developed the TRACER 1000™, the world’s first MS based explosives trace detector (“ETD”) certified by the European Civil Aviation Conference (“ECAC”) and approved by the U.S. 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”). 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. In addition, there are hundreds of different types of explosives, but IMS-based ETDs have a very limited threat detection library reserved only for those few explosives of largest concern. Adding additional compounds to the detection library of an IMS-based ETD fundamentally reduces the instrument’s performance, further increasing the likelihood of false alarms. In contrast, adding additional compounds to the TRACER 1000’s detection library does not degrade its detection capabilities, as it has an extensive 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. We currently sell the TRACER 1000 to customers who accept ECAC certification. As of March 31, 2026, we have the TRACER 1000 in approximately 37 locations in 16 countries throughout the United States of America, Europe and Asia.
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. If field trials are successful, the TRACER 1000 will be added to the “qualified” list.
We have 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. The certification test is then completed by the Independent Test & Evaluation department of TSL. For the fiscal year 2023, the U.S. 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.
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. 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. 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.
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.
On March 10, 2025, we announced the launch of the enhanced TRACER 1000 Narcotic Trace Detector ("TRACER 1000 NTD"). 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, we received a $429,000 purchase order for TRACER 1000™ explosive trace detectors ("ETDs") from Intuitive Research and Technology, a TSA approved contractor. 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.
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.
On May 11, 2026, we announced the TRACER 1000 system has achieved ECAC/EU G1 approval, meeting the highest European standards for aviation security. This approval reflects compliance with the European Civil Aviation Conference and European Commission requirements for trace detection systems, supporting enhanced security for airline passengers.
We continue to showcase the TRACER 1000 NTD and ETD at trade events in the U.S.
AgLAB Inc.
AgLAB Inc. (“AgLAB”), an exclusive licensee of ATI for the use in the agriculture industry to analyze complex chemical compounds found in organic plant material and extracts, has developed the AgLAB 1000™ series of mass spectrometers for use in the hemp and cannabis markets with the initial focus on optimizing yields in the distillation process. 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. The AgLAB 1000-D2™ uses the Maximum Value Process solution (“MVP”) to analyze samples in real-time and assist the equipment operator determining the ideal settings required to maximize yields.
Production and processing of hemp and cannabis is a large, worldwide industry. We believe growth in the U.S. and in the worldwide market is likely fed in part by the growing acceptance of medicinal cannabis products and anticipated legislative changes in various jurisdictions worldwide. We also believe this growth is due in part to the passage of the 2018 Farm Bill, which legalized hemp production in the U.S.
As the CBD and hemp market continues to grow, there has been an influx of new companies entering the CBD and THC supply chains, ranging from large corporations to small startups. These companies comprise AgLAB’s target market. The competition within the supply chain is fierce, with companies investing heavily in research and development to create innovative products and differentiate themselves from their competitors. However, the market remains highly fragmented, with many products of varying quality and efficacy, making it challenging for consumers to navigate. Overall, the CBD and hemp market in the U.S. is a rapidly growing industry with significant potential for continued expansion. As more research is conducted and regulations are established, we believe it is likely that the market will become more standardized and regulated, leading to increased consumer confidence and demand. Stakeholders in the industry are likely to face challenges as it matures, including increased competition and potential regulatory hurdles.
Management believes the AgLAB 1000-D2™ will deliver a compelling combination of cost and time savings while enhancing product quality and quantity for distillation processors of hemp and cannabis. 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, 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.
AgLAB announced the presentation of the AgLAB Maximum Value Processing at MJBizCon. The AgLAB MVP is an innovative process control system proven to increase the potency of ending-weight yields and increase revenue. The AgLAB MVP process provides real-time data, allowing distillers to adjust parameters to optimize the quality and quantity of each batch of oil. During our field trials of the AgLAB MVP, we were able to improve ending-weights yields by approximately 15% to 30% depending on application. We believe these ongoing field trials demonstrate the solution can be a valuable tool for cannabis and hemp oil processors worldwide.
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.
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. 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.
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. 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. 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. We are also exploring how the advancements and knowledge derived from our research on the BreathTech use case can be applied in our other existing and potential new business units.
Pro-Control, Inc.
On December 12, 2023, we announced the formation of our new wholly owned subsidiary, Pro-Control, and ATI’s entry into an exclusive license with Pro-Control to utilize our AMS Technology for industrial process control applications involving chemical distillation outside of the agriculture industry. 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, and pressure) while significantly improving efficiency.
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.
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 Gas Chromatograph ("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. 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 Rugged Lab GC-MS, EN-SCAN Fenceline Monitor, and EN-SCAN Handheld GC. Each of these three testing solutions are designed for specific applications.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States Generally Accepted Accounting Principles ("U.S. 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 Company’s consolidated financial statements and accompanying notes. A critical accounting estimate is one that involves a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management continuously evaluates its critical accounting policies and estimates, including those used in evaluating the recoverability of long-lived assets, recognition of revenue, valuation of inventory, and the recognition and measurement of loss contingencies, if any. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.
Results of Operations
Three months ended March 31, 2026, compared to three months ended March 31, 2025:
Selected consolidated financial data for the three months ended March 31, 2026, and 2025 is as follows:
Three Months Ended March 31,
Gross margin
Revenue – Total revenue was $343 thousand for the three months ended March 31, 2026, compared to $534 thousand for the three months ended March 31, 2025. During the three months ended March 31, 2026, revenue was primarily derived from consumables, with additional product sales of the TRACER 1000. The decrease in revenue was primarily due to lower product revenue and negative grant revenue, reflecting additional hours incurred as a result of re-testing phase, partially offset by increased consumables revenue.
Cost of Revenue – Gross profit is comprised of revenue less cost of revenue. Cost of revenue includes materials, overhead, warranty expenses, shipping, and labor. Our cost of revenue decreased by $21 thousand during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to lower device sales, partially offset by higher consumables and grant related costs. The decrease was primarily attributable to consumables sold at costs exceeding revenue during the current quarter. These consumables were purchased at elevated costs during the COVID period and subsequently sold below cost to recover value rather than write off the inventory, which resulted in revenue that was lower than the related cost of revenue. As a result, gross margin decreased by 25% during the three months ended March 31, 2026, compared to the same period in 2025.
Operating Expenses – Operating expenses decreased by $584 thousand, or 14.2%, during the three months ended March 31, 2026, compared to the same period in 2025. Significant changes to operating expenses include the following:
Selling, general and administrative expenses decreased $30 thousand, or 1.4% during the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by lower consulting fees of approximately $177 thousand, partially offset by higher travel related expenses and increased depreciation associated with leasehold improvements placed in service in October 2025 for the lease of our primary office space in Austin, Texas.
Research and development expenses decreased $554 thousand, or 27.9%, during the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily driven by lower consulting costs of approximately $318 thousand, reflecting a shift in focus from research and development activities toward sales initiatives, as well as reductions in compensation costs, recruiting expenses, and depreciation, primarily related to the disposal of equipment no longer in use and reduced spending on materials and equipment. These reductions were partially offset by higher facilities costs, as well as increased travel and subcontractor costs.
Other Income and Expense, net – Other income and expense, net decreased by $549 thousand during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a loss on the disposal of assets ($210 thousand), a realized loss on securities during the current quarter ($184 thousand) compared to a realized gain in the prior- year period, and lower dividend income ($140 thousand).
Nine months ended March 31, 2026, compared to nine months ended March 31, 2025:
Selected consolidated financial data for the nine months ended March 31, 2026, and 2025 is as follows:
Nine Months Ended March 31,
Revenue – Total revenue decreased by approximately $42 thousand, or 5.0%, during the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025. Revenue in both periods was generated from product sales, consumables, warranty services, training, and grant revenue. The decrease was primarily attributable to a $323 thousand decline in product revenue and a $60 thousand decline in warranty revenue. These decreases were partially offset by higher grant revenue of $111 thousand, increased consumables revenue of $209 thousand, and $20 thousand of training revenue recognized in the current period.
Cost of Revenue – Gross profit is comprised of revenue less cost of revenue. Our costs of revenue include materials, overhead, warranty expenses, shipping, and labor. For the nine months ended March 31, 2026, cost of revenue increased by approximately $97 thousand compared to the prior year period, primarily due to higher labor and warranty costs, including the sale of obsolete consumable parts at standard cost under contractual agreements rather than recording an inventory write‑off. These increases were partially offset by lower material costs, resulting in a decrease in gross margin compared to the prior year period.
Operating Expenses – Operating expenses decreased $1,064 thousand, or 8.7% during the nine months ended March 31, 2026, compared to the same period in 2025.
Selling, general and administrative expenses increased by $99 thousand, or 1.7%, primarily driven by higher investor relations costs, facilities‑related expenses, travel and conference spending, legal costs, depreciation, moving expenses, and other tax and license costs, partially offset by lower consulting costs and the absence of bonus payment
Research and development expenses decreased by $1.16 million (18%) for the nine‑month period, primarily due to a $1.08 million reduction in consulting services as the Company shifted focus from research and development activities toward sales initiatives, as well as lower recruiting, materials, equipment, and depreciation costs, partially offset by higher payroll‑related and facilities expenses.
Other Income and Expense, net – Other income and expense, net decreased by $1.17 million for the nine months ended March 31, 2026, compared to the same prior year period, primarily due to lower dividend income and higher realized losses on the sale of securities.
Liquidity and Capital Resources
Cash Flows
The following is a summary of the change in our cash and cash equivalents:
Change
Change in cash and cash equivalents:
Cash and Cash Equivalents
As of March 31, 2026, we held cash and cash equivalents of $2.7 million, and our working capital was approximately $9.5 million. As of June 30, 2025, we held cash and cash equivalents of $3.1 million, and our working capital was approximately $19.5 million. The decrease in working capital was primarily driven by the sale of short-term investments of approximately $11.2 million, along with a decrease in cash balances, partially offset by increases in inventory. Cash and cash equivalent decreased by $421 thousand as of March 31, 2026, compared to June 30, 2025, due to funding our operating losses. During the nine-month period, we continued to direct resources toward sales and marketing activities to support revenue generation efforts.
Operating Activities
Cash used in operating activities increased $574 thousand for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily due to higher operating expenses, an increase in inventory, and a decrease in accounts payable.
Investing Activities
Cash provided by investing activities increased by approximately $7.7 million for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, primarily due to $11.7 million of proceeds from short-term investments, partially offset by $0.9 million of capital expenditures, including leasehold improvements.
Financing Activities
Cash used in financing activities was $80 thousand for the nine months ended March 31, 2026, compared to $157 thousand for the nine months ended March 31, 2025, primarily due to lower finance lease payments.
We did not have any material off-balance sheet arrangements as of March 31, 2026.
Liquidity
The Company’s unaudited consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company’s management will evaluate whether it will be able to meet its obligations and continue its operations in the normal course of business. As of March 31, 2026, the Company had cash of approximately $2.7 million, short-term investments of approximately $3.9 million, and had positive working capital of $9.5 million. We have incurred recurring losses and negative cash flows from operations since inception and had an accumulated deficit of approximately $262 million at March 31, 2026, and reported a net loss of $11.2 million. We regularly monitor potential financings and capital sources, including equity and debt markets, in an effort to meet our planned capital expenditures and liquidity requirements. Our future success may depend on our ability to access outside sources of capital including through public or private equity offerings, additional debt financing, or via strategic collaborations, partnerships, or other arrangements with third parties. The availability and terms of future financing will depend on a variety of factors, including general economic and market conditions, our operating performance, and investor interest. Additional funding may not be available on acceptable terms, if at all. If we are unable to obtain adequate financing when needed, we may be forced to delay, reduce the scope of, or eliminate certain operations, commercialization efforts, or other aspects of our business. In addition, raising additional funds through equity offerings may result in dilution to our stockholders, while debt or other financing could involve covenants or obligations that restrict our business operations. Until we can generate sufficient revenue from product sales, if at all, we expect to finance our operations primarily through existing cash reserves and additional capital-raising activities.
While management believes that our cash and cash equivalents at March 31, 2026, together with operational cash flows will fund our current operating plans and meet our anticipated obligations for at least the next 12 months, substantial additional capital may be required to support longer-term growth and operational objectives. Future cash flows are subject to a number of variables, including the ability to generate sales under existing and future business opportunities, and significant additional capital expenditures may be required to conduct our operations. There can be no assurance that operations and other capital sources will provide sufficient cash to maintain planned or future levels of capital expenditures.
Management continues to monitor liquidity needs closely and will adapt strategy as appropriate to align with both near- and long-term business objectives. Management anticipates that significant additional expenditures will be necessary to develop and expand our business, before significant positive operating cash flows can be achieved, as current available funds are insufficient to complete our business plan and strategic objectives. Until we can generate sufficient revenue from sales, if at all, we expect to finance our operations primarily through existing cash reserves and additional capital-raising activities.
Income Taxes
Provision for Income Tax
The Company’s effective tax rate is 0% for income tax for the three and nine months ended March 31, 2026, and the Company expects that its effective tax rate for the full fiscal year 2026 year will be 0%. Based on the weight of available evidence, including net cumulative losses and expected future losses, the Company has determined that it is more likely than not that its U.S. federal and state deferred tax assets will not be realized and therefore a full valuation allowance has been provided on the U.S. federal and state net deferred tax assets.
In general, if the Company experiences a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of its pre-change net operating loss (NOL) carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. Generally, U.S. state laws have laws similar to Internal Revenue Code Section 382. The annual limitation generally is determined by multiplying the value of the Company’s stock at the time of such ownership change (subject to certain adjustments) by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforward before utilization.
The Company files U.S. federal and state income tax returns. The Company is not currently subject to any income tax examinations. The Company has net operating loss carryovers dating back to the June 2002 year, which generally allows all tax years to remain open to income tax examinations for all years for which there are loss carryforwards.
Uncertain Tax Positions
The Company recognizes the financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination. The Company currently has approximately $763 thousand of uncertain tax positions as of March 31, 2026, all of which are accounted as contra-deferred tax assets. The Company does not expect any significant changes to its uncertain tax positions in the coming 12 months.
There is no income tax expense for the three and nine months ended March 31, 2026. There was $1 thousand provision for income taxes during both the three and nine months ended March 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. Management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026, at the reasonable assurance level.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of several factors including experience with similar matters, history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the 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 1A. RISK FACTORS
Our business, financial condition, results of operations, and cash flows may be impacted by several factors, many of which are beyond our control, including those set forth in Item 1A. "Risk Factors" of our 2025 Form 10-K and our subsequently filed Form 10-Qs, the occurrence of any one of which could have a material adverse effect on our actual results. Other than below, there have been no material changes to the risk factors and other cautionary statements disclosed in our 2025 Form 10-K.
We have incurred significant losses since inception and anticipate that we will incur continued losses for the foreseeable future, as a result we will need to raise additional capital.
As of March 31, 2026, the Company had cash of approximately $2.7 million and short-term investments of approximately $3.9 million. If our available cash resources and anticipated cash flows from operations are insufficient to satisfy our liquidity requirements, we will need to raise additional capital to continue to fund our operations in the future. In addition, as of March 31, 2026, we had an accumulated deficit of approximately $262 million and reported a net loss of $11.2 million. We are unable to predict the extent of any future losses or when we will become profitable, if at all. If we are unable to achieve and then maintain profitability or raise capital, the market value of our common stock will likely experience significant decline.
We will require additional financing as we continue to execute our business strategy, including the need for additional funds for the development of our products. We may seek to raise additional capital through issuances of equity or debt securities, entrance into a credit facility or another form of third-party funding or seek other debt financing. Such funding may not be available to us on acceptable terms, or at all, and such funding may become even more difficult to obtain due to macroeconomic conditions, including rising interest rates, tariffs and trade restrictions, global conflicts and other conditions that could result in volatility in the U.S. capital markets. We may be unable to raise capital through public offerings of our common stock and may need to turn to alternative financing arrangements. Such arrangements could involve issuances of one or more types of securities, including common stock, preferred stock, convertible debt, warrants to acquire common stock or other securities. Even if successful in raising new capital, we could be limited in the amount of capital we raise due to investor demand. There can be no assurance that funding will be available on acceptable terms, on a timely basis, or at all. The various ways that we could raise capital carry potential risks. Any additional financing will likely involve the issuance of our equity securities, which will have a dilutive effect on our stockholders. Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business. If we raise funds through partnering, such as collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or grant licenses on terms that are not favorable to us. If we do not succeed in raising additional funds on acceptable terms or at all, we may be unable to develop our products.
If we are unable to raise additional capital when required or on acceptable terms, we may be required to:
● significantly scale back, or discontinue the development or commercialization of our products;
● dispose of technology assets, or relinquish or license on unfavorable terms, our rights to technologies or any of our products that we otherwise would seek develop or commercialize ourselves;
● pursue the sale of our company to a third party at a price that may result in a loss on investment for our stockholders; or
● file for bankruptcy or cease operations altogether. Any of these events could have a material adverse effect on our business, operating results and prospects.
Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock.
Our common stock is currently listed for trading on the Nasdaq Capital Market. We must satisfy the Nasdaq Capital Market’s continued listing requirements or risk delisting, which would have a material adverse effect on our business. A delisting of our common stock from the Nasdaq Capital Market could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. 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. In addition, Nasdaq has filed a rule proposal with the SEC to adopt a new continued listing requirement that would require all companies listed on the Nasdaq Global Market or Nasdaq Capital Market to maintain a minimum market value of listed securities of $5 million. Under the proposed rule, if a company’s market value of listed securities falls below this threshold for 30 consecutive trading days, Nasdaq may immediately suspend trading and initiate delisting proceedings without affording the company a compliance cure period. This proposed rule, if adopted, would be in addition to Nasdaq’s existing continued listing requirements, which include minimum bid price, publicly held shares, and shareholders’ equity, among others. As of the date hereof, the market value of our listed securities falls below $5 million. The SEC has instituted formal proceedings to extend the period to determine whether to approve or disapprove the proposed rule change, which remains pending as of the date of this filing. If adopted in its current form, and our market value of securities continues to fall below the proposed $5 million threshold, or we otherwise fail to satisfy Nasdaq’s continued listing standards, we could face delisting proceedings on an accelerated basis. Moreover, even if we remain in compliance with quantitative criteria, Nasdaq retains discretionary authority under Rule IM-5101-1 to suspend or terminate a company’s listing if necessary to protect investors or ensure the orderly operation of the market. We may not be able to maintain compliance with Nasdaq’s continued listing standards, particularly in light of our trading volume, market capitalization, public float and other qualitative factors.
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 one maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our common stock on an over-the-counter market, and many investors would likely not buy or sell our common stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national exchange or other reasons. A delisting of our common stock from Nasdaq could negatively impact us by (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) impacting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing or limiting us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees. For these reasons and others, a delisting could have a material adverse effect on us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit
No.
Description
Incorporation by
Reference
3.1
Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware.
Exhibit 3.1 to Form 8-K filed on December 28, 2017.
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 1, 2023).
Exhibit 3.1 to Form 8-K filed on August 1, 2023.
3.3
Certificate of Designations of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware.
Exhibit 3.3 to Form 8-K filed on December 28, 2017.
3.4
Certificate of Designations of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, as filed with the Delaware Secretary of State on April 17, 2019.
Exhibit 3.2 to Form 8-K filed on April 23, 2019.
3.5
Certificate of Amendment to the Certificate of Incorporation of Astrotech Corporation.
Exhibit 3.1 to Form 8-K filed on July 1, 2020.
3.6
Exhibit 3.1 to Form 8-K filed on October 12, 2021.
4.3
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
Filed herewith.
32.1
Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934.
Furnished herewith.
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, has been formatted in Inline XBRL.
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 thereunto duly authorized.
Date: May 14, 2026
/s/ Thomas B. Pickens III
Chief Executive Officer, Chief Technology
Officer, and Chairman of the Board
(Principal Executive Officer and Principal Financial Officer)