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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):
October 29, 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 2.02. | Results of Operations and Financial Condition. |
The
information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
On
October 29, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial performance for the first
fiscal quarter and three months ended September 30, 2026. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which
is incorporated herein by this reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d)
Exhibits
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release dated October
29, 2026 |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL
tags are 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: October 29, 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 FISCAL 2027 FIRST
QUARTER RESULTS
IRVINE, CA, October
29, 2026 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2027 first quarter ended September 30, 2026.
The Company also filed its Quarterly Report on Form 10-Q for the first quarter of fiscal year 2027 with the Securities and Exchange Commission
today.
Quarter Ended September 30, 2026
Net
sales for the three months ended September 30, 2026, increased $2.1 million, or 11%, to $20.6 million from $18.5 million for the three
months ended September 30, 2025. The increase is driven primarily by a $3.3 million increase in
medical device revenue, inclusive of rebates, of which $1.8 million relates to the next-generation handpiece we sell to our largest customer,
offset by a $1.7 million decrease in repairs of the legacy handpiece we sell to that customer, coupled with an increase in revenue of
$511,000 generated by the Company’s newly acquired subsidiary, Advanced Precision Machining, LLC (“APM”), exclusive
of inter-company sales in the amount of $814,000 which are eliminated in consolidation.
Gross
profit for the three months ended September 30, 2026, increased $1.5 million, or 28%, compared to the year-ago period. Gross margin increased
by 4 percentage points to 33% during the three months ended September 30, 2026, compared to 29% during the corresponding year-ago period,
due primarily as a result of favorable product mix.
Operating expenses (which
include selling, general and administrative, and research and development expenses) for the quarter ended September 30, 2026, increased
$1.1 million, or 48%, to $3.3 million compared to $2.3 million for the prior fiscal year’s corresponding quarter. The increase relates
to a $442,000 increase in engineering and a $642,000 increase in selling, general and administrative expenses. The increase in engineering
relates to personnel costs as well as higher internal project expenditures. The increase inselling, general and administrative expense
is primarily due to $466,000 of APM’s separate operations as well as $195,000 of higher personnel costs specifically related to
accounting, mergers and acquisitions, human resources, and information technology.
Our operating income for the
quarter ended September 30, 2026, increased $406,000, or 13%, to $3.5 million compared to $3.1 million for the prior fiscal year’s
corresponding quarter. The increase reflects our increased gross profit, offset by our increased operating expenses, as described above.
Net income for the quarter
ended September 30, 2026, decreased to $3.0 million, or $0.92 per diluted share, compared to net income of $4.7 million, or $1.40 per
diluted share, for the quarter ended September 30, 2025. Our net income for the quarter ended September 30, 2026, contains unrealized
gains on our marketable equity investments of $73,000, while our net income for the quarter ended September 30, 2025, includes unrealized
gains on our marketable equity investments of $3.3 million. All of our investments are recorded at estimated fair value, and the period-to-period
valuation can be highly volatile. For example, our investment in Monogram Technologies, Inc. was valued as of September 30, 2025 at the
cash price we received in October 2025, upon its acquisition by Zimmer Biomet Holdings, Inc. We received $4.04 per share for each of the
common shares we owned of Monogram, for a total of $8.9 million in cash proceeds.
CEO Comments
Richard L. (“Rick”)
Van Kirk, the Company’s President and Chief Executive Officer, commented, “We are pleased with our first quarter results and
continued top line revenue growth.” Mr. Van Kirk concluded, “We are also pleased to be working with the Monogram and Zimmer
Biomet teams and expect to ship validation units later this fiscal year.”
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 adaptive torque-limiting technology
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. Our APM subsidiary manufactures parts and assemblies for the aerospace and
defense industries in addition to providing several machined components to support Pro-Dex’s customers. Pro-Dex, Inc. also sells
rotary air motors to a wide range of industries; however, these air motors comprise a de minimis portion of our business. Pro-Dex's products
are found in hospitals and medical engineering labs around the world. For more information, visit the Company's websites at www.pro-dex.com
and www.advanced-precision.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 (including the expected shipment of Monogram validation
units) as well as management's expectations, beliefs, plans, estimates or projections relating to the future, 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.
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.
(tables follow)
PRO-DEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
| | |
| | |
| |
| | |
September
30, 2026 | | |
June 30,
2026 | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 11,759 | | |
$ | 8,192 | |
| Investments | |
| 1,230 | | |
| 1,150 | |
| Accounts receivable, net of allowance for credit losses
of $285 and $349 at September 30, 2026 and June 30, 2026, respectively | |
| 17,507 | | |
| 21,205 | |
| Deferred costs | |
| 27 | | |
| 70 | |
| Inventory | |
| 21,899 | | |
| 21,458 | |
| Income taxes receivable | |
| 1,081 | | |
| 620 | |
| Prepaid expenses and other current assets | |
| 443 | | |
| 553 | |
| Total current assets | |
| 53,946 | | |
| 53,248 | |
| Land and building, net | |
| 5,944 | | |
| 5,967 | |
| Equipment and leasehold improvements, net | |
| 5,359 | | |
| 5,373 | |
| Right-of-use asset, net | |
| 2,048 | | |
| 602 | |
| Intangibles, net | |
| 666 | | |
| 686 | |
| Deferred income taxes | |
| 1,544 | | |
| 1,544 | |
| Investments | |
| 497 | | |
| 504 | |
| Goodwill | |
| 6,525 | | |
| 6,525 | |
| Other assets | |
| 60 | | |
| 60 | |
| Total assets | |
$ | 76,589 | | |
$ | 74,509 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 5,321 | | |
$ | 4,262 | |
| Accrued liabilities | |
| 3,224 | | |
| 4,366 | |
| Income taxes payable | |
| 124 | | |
| 124 | |
| Deferred revenue | |
| 44 | | |
| 26 | |
| Notes payable | |
| 4,171 | | |
| 4,205 | |
| Total current liabilities | |
| 12,884 | | |
| 12,983 | |
| Lease liabilities, net of current portion | |
| 2,089 | | |
| 627 | |
| Notes payable, net of current portion | |
| 12,270 | | |
| 13,266 | |
| Total non-current liabilities | |
| 14,359 | | |
| 13,893 | |
| Total liabilities | |
| 27,243 | | |
| 26,876 | |
| Shareholders’ Equity: | |
| | | |
| | |
| Common stock; no par value; 50,000,000 shares authorized;
3,203,334 and 3,186,135 shares issued and outstanding at September 30, 2026 and June 30, 2026, respectively | |
| — | | |
| — | |
| Retained earnings | |
| 49,346 | | |
| 47,633 | |
| Total shareholders’ equity | |
| 49,346 | | |
| 47,633 | |
| Total liabilities and shareholders’ equity | |
$ | 76,589 | | |
$ | 74,509 | |
PRO-DEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share amounts)
| | |
| | |
| |
| | |
Three
Months Ended September 30, | |
| | |
2026 | | |
2025 | |
Net sales
| |
$ | 20,560 | | |
$ | 18,530 | |
| Cost of sales | |
| 13,703 | | |
| 13,163 | |
| Gross profit | |
| 6,857 | | |
| 5,367 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 2,132 | | |
| 1,490 | |
| Research and development costs | |
| 1,210 | | |
| 768 | |
| Total operating expenses | |
| 3,342 | | |
| 2,258 | |
| Operating income | |
| 3,515 | | |
| 3,109 | |
| Other income (expense): | |
| | | |
| | |
| Interest and dividend income | |
| 51 | | |
| 14 | |
| Unrealized gain on investments | |
| 73 | | |
| 3,299 | |
| Interest expense | |
| (260 | ) | |
| (200 | ) |
| Total other income (expense) | |
| (136 | ) | |
| 3,113 | |
| | |
| | | |
| | |
| Income before income taxes | |
| 3,379 | | |
| 6,222 | |
| Provision for income taxes | |
| 331 | | |
| 1,542 | |
| Net income | |
$ | 3,048 | | |
$ | 4,680 | |
| | |
| | | |
| | |
| Basic and diluted net income per share: | |
| | | |
| | |
| Basic net income per share | |
$ | 0.95 | | |
$ | 1.43 | |
| Diluted net income per share | |
$ | 0.92 | | |
$ | 1.40 | |
| | |
| | | |
| | |
| Weighted-average common shares outstanding: | |
| | | |
| | |
| Basic | |
| 3,206,304 | | |
| 3,261,753 | |
| Diluted | |
| 3,315,415 | | |
| 3,338,805 | |
| Common shares outstanding | |
| 3,203,334 | | |
| 3,262,004 | |