UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 29, 2025
ASTRONOVA, INC.
(Exact name of registrant as specified in its charter)
| Rhode Island | 0-13200 | 05-0318215 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
600 East Greenwich Avenue
West Warwick, RI 02893
(Address of principal executive offices) (Zip Code)
(401) 828-4000
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on which Registered | ||
| Common Stock, $0.05 Par Value | ALOT | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On April 29, 2025, AstroNova, Inc. (the “Company”) issued a press release announcing it was awarded a multi-year defense industry contract. A copy of the press release is being furnished as Exhibit 99.1 hereto.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release dated April 29, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
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.
| ASTRONOVA, INC. | ||||||
| Dated: April 29, 2025 | By: | /s/ Thomas D. DeByle | ||||
| Thomas D. DeByle | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
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Exhibit 99.1
|
News Release |
AstroNova Awarded $10 Million Multi-Year Defense Industry Contract
Approximately $1.7 million in product orders are expected to be recognized in fiscal 2026
WEST WARWICK, R.I., April 29, 2025 — AstroNova, Inc. (Nasdaq: ALOT), a leading innovator in data visualization technology, today announced that it was awarded a renewed multi-year agreement with a leading defense industry customer to deliver its ToughWriter® flight deck printers and ruggedized ToughSwitch® networking solutions over the next five years. The firm fixed price contract has an expected value of approximately $10 million through December 31, 2029, with $1.7 million of shipments anticipated to be recognized in fiscal 2026.
“Being re-selected by a global defense technology company to deliver the next generation of airborne printing solutions is clearly a testament to our leading aerospace printer and networking solutions, innovative technology and strong market position,” said Greg Woods, President and CEO of AstroNova. “The ruggedized version of our ToughWriter product provides highly reliable, high resolution, direct thermal printing from a compact, lightweight footprint and is ideally suited for the demanding military transport aircraft environment. Night vision compatible switches and military grade connectors allow the ToughWriter to withstand the rigorous demands of military missions.”
Under the agreement, AstroNova is expected to receive orders through the 5-year term to deliver nearly 300 ToughWriter printers and over 800 ToughSwitch products. The Company’s ToughWriter printers are its next-generation solution with upgraded technology, a simpler design and a streamlined manufacturing process. ToughSwitch products are ruggedized Ethernet switches that are ideally suited for the most demanding environments, including commercial aircraft, military transport aircraft, military vehicles and shipboard applications.
AstroNova has been transitioning customers from legacy print platforms to the ToughWriter product line, which provides customers with a lighter weight, measurably more reliable and significantly improved print resolution solution. AstroNova benefits as well from improved operating efficiencies, reduced inventory requirements and declining royalty obligations.
About AstroNova
AstroNova (Nasdaq: ALOT), a global leader in data visualization technologies since 1969, designs, manufactures, distributes and services a broad range of products that acquire, store, analyze, and present data in multiple formats. Its strategy is to drive profitable growth through innovative new technologies, building its installed base to expand recurring revenue while strategically sourcing its replacement products.
The Product Identification segment provides a wide array of digital, end-to-end product marking and identification solutions, including hardware, software, and supplies for OEMs, commercial printers, and brand owners. The Aerospace segment provides products designed for airborne printing solutions, avionics, and data acquisition. Aerospace products include flight deck printing solutions, networking hardware, and specialized aerospace-grade supplies. Data acquisition systems are used in research and development, flight testing, missile and rocket telemetry production monitoring, power, and maintenance applications.
AstroNova Inc. | 600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000
For more information please visit: https://astronovainc.com/.
Forward-Looking Statements
Information included in this news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but rather reflect AstroNova’s current expectations concerning future events and results. These statements may include the use of the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning AstroNova’s anticipated performance, involve risks, uncertainties and other factors, some of which are beyond AstroNova’s control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to (i) the customer is not obligated to order a minimum quantity of ToughWriter printers or ToughSwitch products under this contract, and the number of products ultimately ordered may be substantially less than expected; and (ii) those factors set forth in AstroNova’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 and subsequent filings AstroNova makes with the Securities and Exchange Commission. AstroNova undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this news release.
Additional Information and Where to Find it
AstroNova intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for AstroNova’s 2025 Annual Meeting of Stockholders. This press release is not a substitute for any proxy statement or other document that AstroNova may file with the SEC in connection with any solicitation of proxies by AstroNova. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY ASTRONOVA AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION OF PROXIES. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by AstroNova free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by AstroNova are also available free of charge by accessing AstroNova’s website at www.astronovainc.com.
Participants
This press release is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, AstroNova, its directors and executive officers (as set forth below) may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies in connection with the matters to be considered at AstroNova’s 2025 Annual Meeting of Stockholders. Information about the compensation of
AstroNova Inc. | 600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000
AstroNova’s named executive officers and non-employee directors is set forth in the sections entitled “Compensation of Directors” and “Executive Compensation” in AstroNova’s proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders filed with the SEC on May 2, 2024 (the “2024 Proxy Statement”), commencing on pages 9 and 19, respectively, and available here. Information regarding the participants’ holdings of AstroNova’s securities can be found in the section entitled “Security Ownership of Directors and Officers” in the 2024 Proxy Statement commencing on page 12, and as reflected in the table below. If any filings are made by AstroNova or any of the participants with the SEC on Forms 3, 4, and 5 with respect to the participants’ holdings of AstroNova’s securities, AstroNova will provide updates to the table and such filings will be available on its website at https://investors.astronovainc.com/investors/financial-reports/sec-filings/default.aspx or through the SEC’s website at www.sec.gov. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the section entitled “Security Ownership of Directors and Officers” of AstroNova’s proxy statement on Schedule 14A and other materials to be filed with the SEC.
| Name (1) |
Ownership | Date of Filing |
Filing Type |
Hyperlink | ||||||
| Alexis P. Michas (Non-employee Director) |
550,410 | (2) | March 25, 2025 | Form 4 | https://www.sec.gov/Archives/edgar/data/8146/000106299325006271/xslF345X05/form4.xml | |||||
| Darius G. Nevin (Non-employee Director) |
765 | April 1, 2025 | Form 4 | https://www.sec.gov/Archives/edgar/data/8146/000106299325006705/xslF345X05/form4.xml | ||||||
| Mitchell I. Quain (Non-employee Director) |
120,555 | (3) | March 25, 2025 | Form 4 | https://www.sec.gov/Archives/edgar/data/8146/000106299325006272/xslF345X05/form4.xml | |||||
| Yvonne E. Schlaeppi (Non-employee Director) |
47,538.954 | (4) | March 25, 2025 | Form 4 | https://www.sec.gov/Archives/edgar/data/1736515/000106299325006274/xslF345X05/form4.xml | |||||
| Richard S. Warzala (Non-employee Director) |
70,385 | (4) | April 24, 2024 | Form 4 | https://www.sec.gov/Archives/edgar/data/8146/000106299325007899/xslF345X05/form4.xml | |||||
| Gregory A. Woods (President, Chief Executive Officer and Director) |
356,110.5744 | (5) | April 24, 2025 | Form 4 | https://www.sec.gov/Archives/edgar/data/8146/000106299325007919/xslF345X05/form4.xml | |||||
| Thomas D. DeByle (Vice President, Chief Financial Officer and Treasurer) |
1,845.2084 | April 24, 2025 | Form 4 | https://www.sec.gov/Archives/edgar/data/8146/000106299325007918/xslF345X05/form4.xml | ||||||
AstroNova Inc. | 600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000
| (1) | The business address for each of the individuals set forth in the tables above is c/o AstroNova, Inc., 600 E. Greenwich Avenue, West Warwick, Rhode Island 02893. |
| (2) | Mr. Michas, as a managing member of Juniper HF and Juniper Investment Company, may be deemed to own beneficially the 535,203 shares held by Juniper Fund and Juniper Investment Company. Mr. Michas disclaims beneficial ownership of such shares for all other purposes. |
| (3) | Includes 20,000 shares of AstroNova’s common stock subject to stock options, which are currently exercisable. |
| (4) | Includes 10,000 shares of AstroNova’s common stock subject to stock options, which are currently exercisable. |
| (5) | Includes 145,500 shares of AstroNova’s common stock subject to stock options, which are currently exercisable and 4,655 shares of AstroNova’s common stock underlying restricted stock units scheduled to vest within 60 days of the date hereof. |
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Investor/Media Contact:
Deborah Pawlowski, IRC, Alliance Advisors
Email: [email protected]
Phone: 716.843.3908
AstroNova Inc. | 600 East Greenwich Avenue | West Warwick, RI 02893 | 401.828.4000