Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2023, Astrotech Corporation (the “Company”), entered into an at-the-market offering agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC, as agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $5,982,724 (the “Shares”).
The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-253835) filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 3, 2021 and declared effective by the SEC on March 15, 2021, as supplemented by a prospectus supplement dated June 16, 2023 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the Offering Agreement, Wainwright may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market, at market prices or as otherwise agreed with Wainwright. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.
The Company is not obligated to make any sales of the Shares under the Offering Agreement. The offering pursuant to the Offering Agreement will terminate upon the earlier of (i) the issuance and sale of all shares of our Common Stock subject to the sales agreement, or (ii) the termination of the sales agreement as permitted therein.
The Company will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Wainwright with customary indemnification and contribution rights. The Company will also reimburse Wainwright for certain specified expenses in connection with entering into the Offering Agreement. The Offering Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
The foregoing description of the Offering Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 1.02. Termination of a Material Definitive Agreement.
Effective June 16, 2023, in connection with entry into the Offering Agreement described above in Item 1.01, the Company and Wainwright terminated the prior At The Market Offering Agreement, dated as of December 18, 2020 (the “Prior Offering Agreement”), by and between the Company and Wainwright, pursuant to Section 8(c) of the Prior Offering Agreement.
A summary of the material terms and conditions of the Prior Offering Agreement may be found in the Current Report on Form 8-K filed with the SEC by the Company on December 18, 2020, which summary is incorporated herein by reference.
