Astrotech adopts bonus tied to deals: 10%/5%/2%, $30M floor

Rhea-AI Filing Summary

Astrotech Corporation approved a Transaction Bonus Plan that pays designated participants a percentage of net proceeds from a future “qualifying transaction.” The Bonus Pool equals 10% of the first $50 million, 5% of amounts between $50 million and $100 million, and 2% of amounts above $100 million, and is only established if net proceeds reach at least $30 million.

Eligible participants (selected employees, contractors, or outside directors) must be actively providing services on the closing date, with bonuses paid in cash within 30 days after closing. If a participant has a “qualifying termination,” eligibility can continue if the transaction closes within six months. The plan is effective November 5, 2025 and runs until the earlier of five years or termination under its terms.

Astrotech also finalized separation terms with former CFO Jennifer Canas. She will receive a cash separation payment of $122,795.25, and the company will pay COBRA premiums for her and eligible dependents through April 30, 2026 or until other coverage begins, in exchange for a general release and customary covenants.

Insights

Compensation & Governance Analyst

Deal-tied bonuses set; CFO separation finalized, neutral impact.

Astrotech created a transaction-based bonus pool that scales with deal size: 10% of the first $50 million, 5% between $50 million–$100 million, and 2% above $100 million, with a $30 million net proceeds threshold. Payments go to selected participants active at closing, within 30 days, aligning compensation with completion of a qualifying transaction.

The five-year term from November 5, 2025 provides a defined window. Eligibility nuances (e.g., “qualifying termination” allowing up to six months post-termination) may affect retention around a deal close. Actual payouts depend on the occurrence and size of any qualifying transaction.

For leadership continuity, the former CFO’s separation provides $122,795.25 plus COBRA coverage through April 30, 2026, in exchange for a release and restrictive covenants. These are standard terms. Overall, this is administrative and governance-focused; investment impact hinges on any future qualifying transaction.

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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): November 5, 2025

Astrotech Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-34426		91-1273737
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
1817 West Braker Lane, Suite 400, Austin, Texas				78758
(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
Common Stock, $0.001 par value per share		ASTC		NASDAQ Stock Market, LLC

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 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transaction Bonus Plan

On November 5, 2025, the Board of Directors (the “Board”) of Astrotech Corporation (the “Company”) and the Compensation Committee of the Board (the “Committee”) approved and adopted a transaction bonus plan (the “Transaction Bonus Plan”). Pursuant to the Transaction Bonus Plan, the Company will establish a bonus pool (the “Bonus Pool”), the size of which will be an amount equal to a percentage of the net proceeds received by the Company or the Company’s stockholders in connection with a “qualifying transaction” (as defined in the Transaction Bonus Plan), as determined by the administrator, as follows: (i) 10% of the first $50 million of net proceeds, plus (ii) 5% of the amount of net proceeds between $50 million and $100 million, plus (iii) two percent (2%) of the amount of net proceeds in excess of $100 million. No Bonus Pool will be established under the Transaction Bonus Plan unless the amount of the net proceeds in connection with a qualifying transaction equals or exceeds $30 million. Certain key employees of the Company who are designated as participants, such as certain employees, contractors, or outside directors that have been selected by the administrator, will be eligible to be paid a bonus or bonuses based on individual allocations of the Bonus Pool. Payments will be made to each participant who is actively providing services to the Company or its affiliates on the closing date of a qualifying transaction, subject to certain exceptions. Such participant’s applicable bonus will be paid on or within 30 days following the closing date of the qualifying transaction in cash in a single lump sum.

A participant’s eligibility for a transaction bonus shall cease and be forfeited (a) upon the participant’s termination for any reason, other than a “qualifying termination”, or (b) if the participant fails to timely return a release. If a participant incurs a “qualifying termination”, then such participant shall remain eligible to receive a transaction bonus, provided that such qualifying transaction is completed and such transaction closes within the 6 months following such participant’s termination.

The term of the Transaction Bonus Plan commences on November 5, 2025 (the “Plan Effective Date”) and will remain in effect until the date that is the earlier of (i) 5 years following the Plan Effective Date, or (ii) it is terminated in accordance with the terms of the Transaction Bonus Plan.

The foregoing description of the Transaction Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Bonus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Chief Financial Officer Separation Agreement

As previously disclosed, on October 17, 2025, Jennifer Canas tendered her resignation as the Chief Financial Officer, Treasurer and Secretary of the Company, effective as of such date. On November 10, 2025, in connection with her resignation, the Company and Ms. Canas entered into a Settlement and Release Agreement (the “Separation Agreement”), pursuant to which Ms. Canas is entitled to receive certain separation benefits, including a cash separation payment of $122,795.25, less applicable withholdings for taxes and any other items as to which a withholding obligation may exist. The Company also agreed to pay premiums for extended health insurance coverage under COBRA through April 30, 2026 for Ms. Canas and her eligible dependents, or until Ms. Canas becomes eligible for other group health coverage, whichever occurs first.

In consideration for the separation benefits provided in the Separation Agreement, Ms. Canas agreed to, among other things, a general release of claims in favor of the Company and to comply with certain customary restrictive covenants with respect to operations of the Company following her resignation. Ms. Canas has seven calendar days following the execution of the Separation Agreement to revoke her acceptance of the Separation Agreement.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified by reference to the Separation Agreement, which the Company intends to file with the Securities and Exchange Commission as an exhibit to its subsequent periodic report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Astrotech Corporation Transaction Bonus Plan.
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: November 12, 2025	Astrotech Corporation
	By:	/s/ Thomas B. Pickens III
		Name: Thomas B. Pickens III
		Chief Executive Officer, Chief Technology Officer and Chairman of the Board

FAQ

What did ASTC change in executive and employee compensation?

ASTC adopted a Transaction Bonus Plan paying a percentage of net proceeds from a qualifying transaction: 10% of the first $50 million, 5% between $50–$100 million, and 2% above $100 million.

What is the minimum deal size for Astrotech’s bonus pool to be created?

A Bonus Pool is only established if net proceeds from a qualifying transaction are at least $30 million.

Who is eligible under ASTC’s Transaction Bonus Plan?

Selected participants, including certain employees, contractors, or outside directors designated by the administrator, who are actively providing services on the closing date.

When are bonuses paid under the Astrotech plan?

Bonuses are paid in cash in a single lump sum on or within 30 days following the closing date of the qualifying transaction.

What are the key terms of ASTC’s former CFO separation?

Jennifer Canas will receive $122,795.25 and COBRA premiums through April 30, 2026, in exchange for a general release and customary restrictive covenants.

How long will the Transaction Bonus Plan remain in effect?

The plan is effective November 5, 2025 and continues until the earlier of five years after that date or termination per its terms.