Astrotech (ASTC) launches new $50M at-the-market offering
Rhea-AI Filing Summary
Astrotech Corporation (ASTC) reported an update to its equity financing arrangements under its existing at-the-market offering agreement with H.C. Wainwright & Co., LLC. The company filed a new prospectus supplement under a recently effective shelf registration statement to permit the offer and sale of up to $50 million of common stock through at-the-market transactions, with Wainwright acting as sales agent. This new supplement replaces and supersedes the prior June 2026 prospectus supplement, under which Astrotech had been authorized to sell up to approximately $24.5 million of common stock. As of August 19, 2026, Astrotech had sold 258,856 shares of common stock for gross proceeds of approximately $7.9 million under the prior supplement, and no further sales will be made under that earlier document. A legal opinion from Haynes and Boone, LLP, covering the validity of the newly registered shares, is filed as an exhibit.
Positive
- None.
Negative
- None.
Filing Explained
The August 19 supplement replaces the prior ATM authorization with capacity to offer up to
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Prior ATM capacity: $24.5 million
Shares sold under prior supplement: 258,856 shares
Gross proceeds under prior supplement: $7.9 million
+3 more
6 metrics
Prior ATM capacity
$24.5 million
Maximum common stock offering amount under the June 3, 2026 prior prospectus supplement
Shares sold under prior supplement
258,856 shares
Common stock sold as of August 19, 2026 under the prior ATM prospectus supplement
Gross proceeds under prior supplement
$7.9 million
Gross proceeds from 258,856 shares sold, before commissions and expenses
New ATM capacity
$50 million
Maximum common stock offering amount under the August 19, 2026 prospectus supplement
Earlier shelf file number
333-293023
Form S-3 shelf registration effective January 30, 2026 supporting the prior ATM
New shelf file number
333-297144
Form S-3 shelf registration declared effective July 7, 2026 supporting the new ATM
Key Terms
at-the-market offering, shelf registration statement, prospectus supplement, base prospectus, +1 more
5 terms
at-the-market offering financial
"through an “at the market offering” program under which Wainwright acts as sales agent"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
shelf registration statement regulatory
"pursuant to a shelf registration statement on Form S-3 (File No. 333-293023)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"as supplemented by a prospectus supplement dated June 3, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
base prospectus regulatory
"and the related base prospectus filed by the Company with the Securities and Exchange Commission"
A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.
sales agent financial
"under which Wainwright acts as sales agent"
A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.
Offering Details
ATM
Offering
Offering Type
ATM
FAQ
What equity financing did ASTC announce in the August 19, 2026 Form 8-K?
Astrotech filed a new prospectus supplement allowing at-the-market sales of up to $50 million of common stock through H.C. Wainwright & Co., LLC, under an effective shelf registration statement.
How much stock has Astrotech (ASTC) already sold under its prior at-the-market program?
Astrotech had sold 258,856 shares of common stock for gross proceeds of approximately $7.9 million under the prior June 2026 prospectus supplement before adopting the new $50 million supplement.
What happens to Astrotech’s prior $24.5 million prospectus supplement for ASTC?
The new $50 million prospectus supplement replaces and supersedes the prior supplement that had authorized sales of up to approximately $24.5 million of common stock; no further sales will occur under the prior document.
Which registration statements support Astrotech’s (ASTC) at-the-market offerings?
Astrotech’s offerings use two Form S-3 shelf registrations: an earlier one (File 333-293023) supporting the prior $24.5 million ATM and a newer one (File 333-297144) supporting the current $50 million ATM.
Who is Astrotech’s sales agent for the ASTC at-the-market offering?
H.C. Wainwright & Co., LLC acts as sales agent under Astrotech’s at-the-market offering agreement, executing sales of ASTC common stock pursuant to the applicable prospectus supplements.
What legal opinion did Astrotech (ASTC) file with this Form 8-K?
Astrotech filed an opinion of Haynes and Boone, LLP as Exhibit 5.1, along with a related consent in Exhibit 23.1, addressing the validity of the common shares offered under the new prospectus supplement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 19, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(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 |
||
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 June 2, 2026, 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 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from time to time, through an “at the market offering” program under which Wainwright acts as sales agent.
The offer and sale of the Shares were made pursuant to a shelf registration statement on Form S-3 (File No. 333-293023) and the related base prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 28, 2026 and declared effective by the SEC on January 30, 2026, as supplemented by a prospectus supplement dated June 3, 2026 (the “Prior Prospectus Supplement”) and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offer and sale of up to approximately $24.5 million of shares of Common Stock pursuant to the Offering Agreement. As of August 19, 2026, the Company had sold 258,856 shares of Common Stock for gross proceeds of approximately $7.9 million, before deducting commissions to Wainwright and other expenses, under the Prior Prospectus Supplement.
On June 30, 2026, the Company filed a shelf registration statement on Form S-3 (File No. 333-297144) (the “Registration Statement”) and the related base prospectus with the SEC, which was declared effective on July 7, 2026. On August 19, 2026, the Company filed a prospectus supplement to the Registration Statement (the “Prospectus Supplement”) with the SEC in connection with the offer and sale of up to $50 million of shares (the “Shares”) of Common Stock pursuant to the Offering Agreement, which replaces and supersedes the Prior Prospectus Supplement. No further sales of shares of Common Stock will be made under the Prior Prospectus Supplement.
The legal opinion of Haynes and Boone, LLP, relating to the Shares being offered in connection with the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
5.1 | Opinion of Haynes and Boone, LLP |
23.1 | Consent of Haynes and Boone, LLP (included in Exhibit 5.1) |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: August 19, 2026 | Astrotech Corporation | ||
By: | /s/ Thomas B. Pickens III | ||
Name: Thomas B. Pickens III | |||
Chief Executive Officer, Chief Technology Officer and Chairman of the Board (Principal Executive Officer and Principal Financial Officer) | |||