Astrotech Corporation (NASDAQ:ASTC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On August 24, 2020, Astrotech Corporation (the “Company”) entered into (1) the Omnibus Amendment to the Secured Promissory Notes (the “Amended Notes”) with Thomas B. Pickens III (“Mr. Pickens”), in connection with the Company’s Secured Promissory Note, dated September 5, 2019, in the original aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) and the Company’s Secured Promissory Note, dated February 13, 2020, in the original aggregate principal amount of One Million Dollars ($1,000,000) (collectively, the “Original Notes”) and (2) the Omnibus Amendment to the Security Agreements (the “Amended Security Agreements”, and together with the Amended Notes, the “Amendments”) with certain subsidiaries of the Company signatory thereto and the holder of the Original Notes, in connection with the Security Agreements between the Company, certain subsidiaries of the Company signatory thereto and the holder of the Original Notes, dated as of September 5, 2019 and February 13, 2020, respectively (the “Original Security Agreements”).
to the Original Notes and the Original Security Agreements, the principal amount and accrued interest on the Original Notes were due and payable on September 5, 2020. to the Amendments, the principal amount and accrued interest on the Amended Notes are due and payable on September 5, 2021 (the “Maturity Date”).
In addition, the Subsidiaries (as defined in the Subsidiary Guarantee) jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the Original Notes to subsidiary guarantees, dated September 5, 2019 and February 13, 2020, respectively, as amended by the Omnibus Amendments to Subsidiary Guarantees, dated August 24, 2020 (the “Amended Subsidiary Guarantees”).
The transaction contemplated above was approved by the Company’s board of directors and its audit committee. Each of the Amended Notes, Amended Security Agreements and Amended Subsidiary Guarantees were approved by all of the disinterested directors of each of the Subsidiaries. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Amended Notes, the Security Agreement and the Subsidiary Guarantee, which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. The issuance of the Note was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.
Item 9.01. Financial Statements and Exhibits.
ASTROTECH Corp Exhibit
EX-10.1 2 astc-ex101_8.htm EX-10.1 astc-ex101_8.htm Exhibit 10.1 OMNIBUS AMENDMENT TO SECURED PROMISSORY NOTES This Omnibus Amendment to Secured Promissory Notes (this “Amendment” or “Agreement”) is entered into as of September 5,…
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About Astrotech Corporation (NASDAQ:ASTC)
Astrotech Corporation is a science and technology development and commercialization company. The Company invents, acquires and commercializes technological innovations sourced from internal research, universities, laboratories and research institutions. The Company operates through two business units: Astro Scientific and Astral Images Corporation (Astral). The Astro Scientific is a technology incubator that commercializes technologies, and includes the operations of subsidiaries, such as 1st Detect Corporation (1st Detect) and Astrogenetix, Inc. (Astrogenetix). Astral segment provides film digitization, image correction and enhancement technology. It offers systems containing off-the-shelf hardware with integrated Astral software, software products and scanning or enhancement services. The Astral segment offers products, including Astral Black ICE, Astral Color ICE and Astral HDR ICE. The Company’s product portfolio also consists of MMS-1000 and OEM-1000.