Pro-Dex (NASDAQ: PDEX) adds debt to fund $8.65M machining acquisition

Rhea-AI Filing Summary

Pro-Dex, Inc. completed the acquisition of all membership interests of Advanced Precision Machining LLC on February 9, 2026 for approximately $8,650,000. The company paid about $6,650,000 in cash at closing and agreed to a $2,000,000 subordinated seller promissory note bearing 8% simple interest with twenty-one equal quarterly payments of $117,569.54.

To fund the cash portion, Pro-Dex entered into a Second Amended and Restated Credit and Security Agreement with UMB Bank and issued Term Note D in the principal amount of $6,650,000, while extending the maturity of its $11,000,000 revolving note to December 29, 2027. No amounts are drawn under the revolving note as of the report date.

Advanced Precision Machining manufactures machined components for multiple industries, including medical devices and aerospace, and has long supplied Pro-Dex sub-assemblies. Management describes the deal as part of expansion plans tied to a recently announced contract extension with its largest customer and expected revenue growth, while also aiming to maintain and expand Advanced Precision Machining’s business with other industries.

Insights

Equity analyst

Pro-Dex adds a key supplier and new term debt in a targeted expansion move.

Pro-Dex is vertically deepening its supply chain by acquiring Advanced Precision Machining, a long-time supplier that also serves aerospace, defense and government customers. This can improve control over critical machined sub-assemblies and preserve specialized certifications such as ITAR and JCP within the group.

The transaction cost is about $8.65M, financed mainly through a new $6.65M UMB Term Note D plus a $2M seller subordinated note at 8%. Existing Term Notes A and B carry fixed 3.84% rates, while Term Note C, Term Note D and the revolving note are tied to an Adjusted SOFR-based floor, so overall interest burden will track benchmark rates.

Management links this acquisition to expansion based on a recently extended contract with its largest customer and anticipated revenue growth. Investors may focus on how integration progresses, the utilization of Advanced Precision Machining’s aerospace and defense capabilities, and Pro-Dex’s ability to service the layered debt structure through upcoming maturities in 2027, 2029 and 2031.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 9, 2026

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

Colorado	0-14942	84-1261240
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2361 McGaw Avenue

Irvine, California 92614

(Address of principal executive offices, zip code)

(949) 769-3200

(Registrant’s telephone number including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications 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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	PDEX	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by checkmark 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.

Acquisition of Advance Precision Machining

On February 9, 2026, Pro-Dex, Inc. (“Pro-Dex” or the “Company”) completed its acquisition of all the issued and outstanding membership interests (the “Acquisition”) of Advanced Precision Machining LLC, a California limited liability company (“APM”), resulting in APM becoming a wholly owned subsidiary of the Company. APM is engaged in the manufacture of various machined components serving customers in a variety of industries, including medical device and aerospace, and manufactures several of the Company’s machined sub-assemblies. The Acquisition was made pursuant to a Membership Interest Purchase Agreement, dated February 9, 2026 (the “Purchase Agreement”), by and among the Company as purchaser, Advanced-Precision Machining Holding Company, Inc., a California corporation, as seller (“Seller”), and Sean McCaig and Yasumi McCaig, each an individual, as the owners of Seller (“Owners” and, together with Seller, the “Seller Parties”).

The aggregate purchase price for the Acquisition was approximately $8,650,000, of which approximately $6,650,000 was paid by the Company in cash at closing and $2,000,000 of which is to be paid by the Company under the terms of a 63-month subordinated promissory note issued to Seller at closing (the “Seller Promissory Note”), which bears simple interest at 8% per annum and requires twenty-one equal quarterly payments of principal and accrued interest in the amount on $117,569.54 each. The Company’s obligations under the Seller Promissory Note are subordinate to the Company’s borrowings from UMB Bank N.A., described below. In connection with the Acquisition, the Company also agreed to engage Sean McCaig as a consultant to provide the Company with various consulting services through the end of calendar 2026.

The Purchase Agreement contains representations, warranties, covenants, and indemnification obligations of the Company and the Seller Parties customary for an acquisition transaction of this type. Pursuant to the terms of the Purchase Agreement, the Company will obtain a representations and warranties insurance policy with a coverage amount of $2,000,000, which serves, to the extent covered by the policy, as a source of recovery for indemnification claims the Company may have against the Seller Parties for breaches of representations or warranties under the Purchase Agreement. The Seller Promissory Note also contains covenants and obligations of the Company customary for a subordinated promissory note of this type.

The foregoing description of the Purchase Agreement and the Seller Promissory Note and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Seller Promissory Note, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The representations and warranties contained in the Purchase Agreement were made only for purposes of the transactions represented thereby as of the specific dates therein, are solely for the benefit of the Company and Seller Parties, may be subject to limitations agreed upon by the Company and Seller Parties, including, among others, being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations or warranties therein, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or any third party. Moreover, information concerning the subject matter of representations and warranties contained in the Purchase Agreement may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Rather, investors and the public should look to the disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for information concerning the Company.

UMB Second Amended and Restated Credit & Security Agreement & Term Note D

In connection with the Acquisition, on February 9, 2026 (the “Credit Amendment Date”), the Company entered into a Second Amended and Restated Credit and Security Agreement (the “Amended Credit Agreement”) with UMB Bank, N.A. (“UMB”), which among other things provided for financing to fund the cash portion of the purchase price for the Acquisition by issuing Term Note D in the principal amount of $6,650,000. Term Note D is in addition to the following loans that were previously issued to the Company under the UMB credit agreement and that remain issued under the Amended Credit Agreement: Term Note A in the original principal amount of $7,525,000, Term Note B in the original principal amount of $1,000,000, Term Note C in the original principal amount of $5,000,000, and a Revolving Note in the amount of $11,000,000.

The Amended Credit Agreement also extended the maturity date of the Revolving Note from December 29, 2026 to December 29, 2027 pursuant to a Third Amended and Restated Revolving Credit Note entered into by the Company and UMB on the Credit Amendment Date. No amounts are drawn under the Revolving Note as of the date of this Current Report on Form 8-K.

Other than the issuance of Term Note D and extension of the maturity date of the Revolving Note, the Amended Credit Agreement did not materially amend or modify the terms of the Company’s loans with UMB as they existed prior to the Credit Amendment Date.

Both Term Note A and Term Note B mature on November 1, 2027, and bear interest at a fixed rate of 3.84% per annum. Term Note C matures on August 1, 2029, and bears interest at the greater of (a) 5% or (b) the SOFR one-month rate plus 2.5% (the “Adjusted SOFR Rate”). Term Note D matures on February 1, 2031, and bears interest at the greater of (a) 4.5% or (b) the Adjusted SOFR Rate. The Revolving Note bears interest at the greater of (a) 4% or (b) the Adjusted SOFR Rate.

Any payment on Term Note A, Term Note B, Term Note C, Term Note D or the Revolving Note (collectively, the “Notes”) not made within seven days after the due date is subject to a late payment fee equal to 5% of the overdue amount. Upon the occurrence and during the continuance of an event of default, the interest rate of all the Notes is increased by 3% and UMB may, at its option, declare the loans under the Notes immediately due and payable in full. The origination fees associated with Term Note D in the amount of $16,625 and the maturity extension fees associated with the Revolving Note in the amount of $15,000 were paid by the Company to UMB on the Credit Amendment Date.

The Amended Credit Agreement and the Notes contain representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type.

The foregoing description of the Amended Credit Agreement and the Notes and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement and the Notes. Copies of the Amended Credit Agreement, Term Note D, and the Third Amended and Restated Revolving Credit Note are filed as Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. Copies of the current Term Note A, Term Note B, and Term Note C are exhibits to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 4, 2026 and are incorporated by reference herein.

The representations and warranties contained in the Amended Credit Agreement and the Notes were made only for purposes of the transactions represented thereby as of the specific dates therein, are solely for the benefit of the Company and UMB, may be subject to limitations agreed upon by the Company and UMB, including, among others, being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Amended Credit Agreement or the Notes and should not rely on the representations or warranties therein, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or any third party. Moreover, information concerning the subject matter of representations and warranties contained in the Amended Credit Agreement and the Notes may change after the date of those documents, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Rather, investors and the public should look to the disclosures contained in the Company’s reports under the Exchange Act for information concerning the Company.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosures contained in Item 1.01 above under the heading “Acquisition of Advanced Precision Machining” are incorporated into this Item 2.01 by this reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures contained in Item 1.01 above under the heading “UMB Second Amended and Restated Credit & Security Agreement & Term Note D” are incorporated into this Item 2.03 by this reference.

Item 7.01. Regulation FD Disclosure.

Press Release

A copy of the press release announcing the Acquisition referenced in Item 1.01 above under the heading “Acquisition of Advanced Precision Machining” is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 and the press release furnished as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1*±		Membership Interest Purchase Agreement dated February 9, 2026 by and among Pro-Dex, Inc., Advanced-Precision Machining Holding Company, Inc., and Sean McCaig and Yasumi McCaig
10.1		Subordinated Promissory Note dated February 9, 2026 between Pro-Dex, Inc. and Advanced-Precision Machining Holding Company, Inc.
10.2*		Second Amended and Restated Credit and Security Agreement dated February 9, 2026 by and among UMB Bank, N.A. and Pro-Dex, Inc.
10.3		Term Note D dated February 9, 2026 made by Pro-Dex, Inc. in favor of UMB Bank, N.A.
10.4		Third Amended and Restated Revolving Credit Note dated February 9, 2026 made by Pro-Dex, Inc. in favor of UMB Bank, N.A.
99.1		Press Release dated February 12, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

* Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission, certain schedules and attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit.

± Certain portions of this exhibit have been redacted pursuant to Item 601(a)(6) or Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

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: February 12, 2026	Pro-Dex, Inc.
	By:	/s/ Alisha K. Charlton
		Alisha K. Charlton
		Chief Financial Officer

Exhibit 99.1

Contact: Richard L. Van Kirk, Chief Executive Officer

(949) 769-3200

For Immediate Release

PRO-DEX, INC. ANNOUNCES ACQUISITION OF

ADVANCED PRECISION MACHINING

IRVINE, CA, February 12, 2026 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced that on February 9, 2026 it completed its acquisition of Advanced Precision Machining LLC, (“APM”), formerly operated as Advanced Precision Machining, Inc., a manufacturing facility located in Costa Mesa, Calif. APM manufactures several of our machined sub-assemblies and also produces parts and assemblies for aerospace and defense systems. In addition, it serves as a Prime Contractor for the U.S. Government and therefore maintains registrations under the International Traffic in Arms Regulations (“ITAR”) as well as a Joint Certification Program (“JCP”) certification. We anticipate that we will operate APM independently of Pro-Dex and therefore, due to the length of their accounting close, we anticipate that our future consolidated results of operations will likely be announced closer to or on our statutory Securities and Exchange Commission deadlines.

“We are excited that APM is joining the Pro-Dex family,” said Rick Van Kirk, President and CEO of Pro-Dex. “APM has been a quality supplier of ours for several decades and we look forward to applying some of APM’s leading edge automation and technology to streamline our manufacturing and assembly operations in Irvine.”

Mr. Van Kirk continued, “This transaction is part of our expansion plans based upon the recently announced contract extension with our largest customer and resultant expectant revenue growth. Additionally, we anticipate maintaining and expanding APM’s business with other industries.”

About Pro-Dex, Inc.:

Pro-Dex, Inc. specializes in the design, development, and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and maxocranial facial markets. We have patented adoptive torque-limiting software and proprietary sealing solutions that appeal to our customers, primarily medical device distributors. Additionally, we provide engineering, quality, and regulatory consulting services to our customers. We also manufacture and sell rotary air motors to a wide range of industries; however, these motors comprise a de minimis portion of our business. For more information, visit the Company's website at www.pro-dex.com.

Statements herein concerning the Company's plans, growth and strategies may include 'forward-looking statements' within the context of the federal securities laws. Statements regarding the Company's future events, developments and future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future (including, without limitation, expected revenue growth and the ability maintain and expand APM’s business), are forward-looking statements within the meaning of these laws. The Company's actual results may differ materially from those suggested as a result of various factors. The risks included above are not exhaustive. For a more detailed description of risks associated with the Company, interested parties should refer to the risk factors and other disclosures concerning the operational and business concerns of the Company set forth in the Company's filings with the Securities and Exchange Commission.

FAQ

What did Pro-Dex (PDEX) acquire in February 2026?

Pro-Dex acquired all membership interests of Advanced Precision Machining LLC on February 9, 2026. The target manufactures machined components, including several Pro-Dex sub-assemblies, and serves medical device, aerospace, defense, and U.S. government customers, holding ITAR registration and Joint Certification Program (JCP) certification.

How much did Pro-Dex (PDEX) pay for Advanced Precision Machining?

Pro-Dex agreed to pay approximately $8.65 million for Advanced Precision Machining. About $6.65 million was paid in cash at closing, and $2 million will be paid under a 63‑month subordinated promissory note bearing 8% simple interest with twenty-one equal quarterly installments.

How is the Advanced Precision Machining acquisition financed by Pro-Dex (PDEX)?

Pro-Dex financed the cash portion of the purchase price primarily through a new UMB Bank Term Note D with a principal amount of $6.65 million. The remaining $2 million of consideration will be paid over time through a subordinated seller promissory note carrying 8% simple interest.

What changes did Pro-Dex (PDEX) make to its UMB credit facilities?

Pro-Dex entered a Second Amended and Restated Credit and Security Agreement with UMB Bank, issuing Term Note D for $6.65 million and extending the $11 million revolving note’s maturity from December 29, 2026 to December 29, 2027. Other loan terms remained largely unchanged under the amended agreement.

What are the key terms of Pro-Dex’s new Term Note D?

Term Note D has a principal amount of $6.65 million, matures on February 1, 2031, and bears interest at the greater of 4.5% or the Adjusted SOFR Rate. It sits alongside existing Term Notes A, B and C and the revolving note under the UMB credit structure.

How does Pro-Dex (PDEX) describe the strategic purpose of this acquisition?

Pro-Dex links the acquisition to its expansion plans based on a recently announced contract extension with its largest customer and expected revenue growth. Management also anticipates maintaining and expanding Advanced Precision Machining’s business with other industries beyond supplying Pro-Dex’s own manufacturing operations.

Will the Advanced Precision Machining acquisition affect Pro-Dex’s financial reporting timing?

Pro-Dex anticipates operating Advanced Precision Machining independently and notes that due to its longer accounting close, consolidated results of operations will likely be announced closer to, or on, statutory Securities and Exchange Commission filing deadlines, potentially narrowing reporting timelines.

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99 PRESS RELEASE 6.7 KB

Agreements & Contracts

• EX-10.1 SUBORDINATED PROMISSORY NOTE DATED FEBRUARY 9, 2026 23.0 KB
• EX-10.2 SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED FEBRUARY 9, 2026 500.9 KB
• EX-10.3 TERM NOTE D DATED FEBRUARY 9, 2026 11.5 KB
• EX-10.4 THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE DATED FEBRUARY 9, 2026 13.4 KB

Other Documents

• EX-2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED FEBRUARY 9, 2026 387.4 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB