Astrotech Corporation (DE) filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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Pursuant to Section 13 or 15(d) of the

 

 

 

 

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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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. ☐

 

 

 

As previously disclosed, on December 21, 2022, Astrotech Corporation, a Delaware corporation (the “Company”), entered into a Rights Agreement (the “Rights Agreement”) with Equiniti Trust Company (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability company, as rights agent (the “Rights Agent”). On December 18, 2023, the Company entered into Amendment No. 1 to the Rights Agreement between the Company and the Rights Agent (the “Amendment”), which amends the Rights Agreement. The Amendment extends the Final Expiration Date (as defined in the Rights Agreement) to 5:00 P.M., New York City time, on December 20, 2024, unless the Final Expiration Date is further extended by the Company or the rights subject to the Rights Agreement (the “Rights”) are earlier redeemed or exchanged by the Company in accordance with the terms of the Rights Agreement. All other terms and conditions of the Rights Agreement remain unchanged.

 

The Rights are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Amendment. The descriptions of the Rights Agreement and the Amendment are qualified in their entirety by reference to the full text of the Rights Agreement and the Amendment, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and each of which is incorporated herein by reference.

 

 

The information set forth under the caption “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

 

(d) Exhibits

 

 

* Filed herewith.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Date: December 18, 2023