PRO-DEX, INC. (NASDAQ:PDEX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement

Secured Convertible Promissory Note

On April 19, 2017 (the Closing Date), Pro-Dex, Inc. (the Company
or the Lender) entered into a Secured Convertible Promissory Note
(the Promissory Note) with Monogram Orthopaedics Inc. (Monogram
or the Borrower). Monogram is a New York based medical device
start-up specializing in precision, patient specific orthopedic
implants.

to the terms of the Promissory Note, the Company advanced
Monogram $450,000, and upon Monograms satisfaction of certain
milestones, as determined by the Lender in good faith, within
three months after the Closing Date will advance an additional
$350,000. The Promissory Note bears interest at 4% per annum
calculated on a 360-day year and matures on April 19, 2019 (the
Maturity Date).

The Promissory Note is convertible into the Borrowers Preferred
Stock in the event of any equity financing for the account of the
Borrower involving the issuance and sales of shares of the
Borrowers Preferred Stock or any securities conferring the right
to purchase Borrowers Preferred Stock. The Promissory Note is
convertible into the number of shares of Preferred Stock having a
value equal to the lesser of (i) 80% of the per share price paid
in the equity financing and (ii) the price equal to the quotient
of $6,000,000 divided by the aggregate number of outstanding
shares of the Borrowers Common Stock as of immediately prior to
the initial closing of any equity financing.

In the event that any equity financing is not consummated prior
to the Maturity Date, then at Lenders option (exercisable in
Lenders sole and absolute discretion), the outstanding principal
balance and all accrued and unpaid interest under the Promissory
Note shall be converted into a number of shares of the Borrowers
Common Stock such that, immediately after such issuance, the
number of shares of Common Stock so issued to the Lender,
calculated on a fully diluted basis, equals (x) (i) the aggregate
amount of principal and interest under the Promissory Note then
outstanding, divided by (ii) $800,000, multiplied by (y) 18%. If
an equity financing is not consummated prior to the Maturity Date
and the Lender does not elect to have the outstanding principal
and interest converted into the Borrowers Common Stock then all
outstanding principal and interest under the Promissory Note
shall be due and payable in full in cash on the Maturity Date.

Monogram granted the Company a first priority security interest
in and to all of the Borrowers right, title and interest in and
to all fixtures and personal property and proceeds and profits
existing or hereafter acquired. The Promissory Note also contains
certain representations, warranties, indemnifications and
covenants of the parties customary for a transaction of this
type.

A copy of the Promissory Note is attached as an exhibit to this
report, and the above description is qualified by reference to
the complete text of that agreement. The Company is seeking
confidential treatment of certain proprietary terms of the
Promissory Note in accordance with the procedures of the
Securities and Exchange Commission.

In connection with the Promissory Note, the Company was granted
the exclusive right to develop, engineer, manufacture and supply
certain products on behalf of Monogram.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

About PRO-DEX, INC. (NASDAQ:PDEX)

Pro-Dex, Inc. (Pro-Dex) designs and produces surgical and dental instruments and motion control products used in the medical, factory automation and scientific research industries. The Company operates through four segments: Pro-Dex, OMS, Fineline and Engineering Services Division (ESD). The Pro-Dex segment provides primarily medical and dental instruments using shared production and assembly machines and workforce. The OMS segment is engaged in providing multi-axis motion control applications. The Fineline segment manufactures plastic injection molds for various industries. The ESD segment provides permanent placement and contract services in the fields of engineering, manufacturing and quality to diverse businesses. In addition to Pro-Dex, the names Micro Motors and Oregon Micro Systems are used for marketing purposes as brand names. It provides engineering consulting services, as well as quality and regulatory consulting services, to a range of industries through EDS.

PRO-DEX, INC. (NASDAQ:PDEX) Recent Trading Information

PRO-DEX, INC. (NASDAQ:PDEX) closed its last trading session down -0.01 at 4.65 with 4,605 shares trading hands.