Astrotech (NASDAQ: ASTC) launches $24,492,819 at-the-market stock plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Astrotech Corporation entered into an at-the-market offering agreement that allows it to sell shares of its common stock with an aggregate offering price of up to $24,492,819 through H.C. Wainwright & Co., LLC. Sales may be made from time to time under the company’s effective Form S-3 shelf registration and a June 2, 2026 prospectus supplement.
Wainwright will act as sales agent and receive a 3.0% commission on the aggregate gross proceeds from each sale. Astrotech is not required to sell any shares, and the program will end when all authorized shares are sold or the agreement is terminated.
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8-K Event Classification
2 items: 1.01, 9.01
2 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $24,492,819
Sales commission: 3.0%
Shelf registration file number: 333-293023
+2 more
5 metrics
ATM program size
$24,492,819
Aggregate offering price limit for common stock
Sales commission
3.0%
Commission on aggregate gross proceeds to H.C. Wainwright
Shelf registration file number
333-293023
Form S-3 shelf registration statement used for the offering
S-3 effectiveness date
January 30, 2026
Date the Form S-3 shelf registration was declared effective
Prospectus supplement date
June 2, 2026
Date of prospectus supplement for the at-the-market offering
Key Terms
at-the-market offering, shelf registration statement, Rule 415, prospectus supplement, +1 more
5 terms
at-the-market offering financial
"entered into an at-the-market offering agreement (the “Offering Agreement”)"
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 and the related prospectus"
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.
Rule 415 regulatory
"deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
prospectus supplement regulatory
"as supplemented by a prospectus supplement dated June 2, 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.
indemnification and contribution rights financial
"has agreed to provide Wainwright with customary indemnification and contribution rights"
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): June 2, 2026
(Exact Name of Registrant as Specified in Charter)
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(512 ) 485-9530
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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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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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 1.01. Entry into a Material Definitive Agreement.
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, 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 $24,492,819 (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. 333-293023) 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 2, 2026 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.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but not are not limited to, statements regarding the ability to sell shares and raise additional funds pursuant to the Offering Agreement. Such statements involve risks and uncertainties that could cause the Company’s actual results and financial position to differ materially. These risks and uncertainties include uncertainties associated with market conditions and the satisfaction of pre-sale conditions under the Offering Agreement, and other risks described under the heading “Risk Factors” in the Company’s SEC Filings on Form 10-K and Form 10-Q. The Company assumes no responsibility to update or revise any forward-looking statements to reflect events, trends or circumstances after the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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1.1
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At the Market Offering Agreement, dated June 2, 2026, by and between Astrotech Corporation and H.C. Wainwright & Co., LLC
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5.1
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Opinion of Haynes and Boone, LLP
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23.1
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Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
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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.
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Date: June 3, 2026
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Astrotech Corporation
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By:
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/s/ Thomas B. Pickens III
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Name: Thomas B. Pickens III
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Chief Executive Officer, Chief Technology
Officer and Chairman of the Board
(Principal Executive Officer and Principal
Financial Officer)
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FAQ
What did Astrotech (ASTC) announce regarding its stock offering?
Astrotech entered into an at-the-market offering agreement to sell common stock with an aggregate offering price of up to $24,492,819 through H.C. Wainwright & Co., LLC. Sales will be made under an existing Form S-3 shelf registration and a June 2, 2026 prospectus supplement.
How will H.C. Wainwright be compensated in the Astrotech (ASTC) ATM program?
H.C. Wainwright will receive a 3.0% commission on the aggregate gross proceeds from each Astrotech share sale. The company will also reimburse specified expenses and provide customary indemnification and contribution rights as part of the at-the-market offering agreement.
Is Astrotech (ASTC) required to sell all $24,492,819 of stock under this agreement?
Astrotech is not obligated to sell any specific amount of shares under the at-the-market agreement. The program continues until all authorized shares up to $24,492,819 are sold or the sales agreement is terminated according to its terms.
When does the Astrotech (ASTC) at-the-market offering agreement terminate?
The at-the-market agreement terminates upon the earlier of Astrotech issuing and selling all shares of common stock subject to the sales agreement or termination of the agreement as permitted under its terms between the company and H.C. Wainwright.