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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): February 22, 2023
 
 
astc20230223_8kimg001.jpg
 
 
Astrotech Corporation
 
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
  
001-34426
  
91-1273737
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
   
2105 Donley Drive, Suite 100, Austin, Texas
  
78758
(Address of Principal Executive Offices)
  
(Zip Code)
 
(512) 485-9530
 
Registrant’s Telephone Number, Including Area Code
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
 
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.001 par value per share
  
ASTC
  
NASDAQ Stock Market, LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 8.01. Other Events.
 
As previously disclosed, on February 13, 2023, the Delaware Court of Chancery (the “Court”) approved a settlement agreement (the “Settlement Agreement”) between Astrotech Corporation (the “Company”) and a putative stockholder of the Company (the “Plaintiff”) to resolve that certain class action and derivative lawsuit filed by the Plaintiff in the Court. The Settlement Agreement required the Company to implement certain corporate governance measures as reflected therein. Pursuant to the Settlement Agreement, on February 22, 2023, the Board of Directors of the Company adopted and approved an amendment to the Audit Committee charter.
 
The amended Audit Committee charter is available on the Corporate Governance section of the Company’s website at www.astrotechcorp.com.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Astrotech Corporation
  
       
February 23, 2023
By:
 
 
/s/ Thomas B. Pickens III
  
   
Thomas B. Pickens III
  
   
Chief Executive Officer, Chief Technical Officer and Chairman of the Board
  
 
 
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