false 0001001907 0001001907 2023-08-01 2023-08-01
 
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 1, 2023
 
 
astclogo.jpg
 
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.)
   
2105 Donley Drive, Suite 100, 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 4.01 Changes in Registrant’s Certifying Accountant.
 
On August 1, 2023, Astrotech Corporation (the “Company”) was notified by its independent registered public accounting firm, Armanino LLP (“Armanino”), of its decision to resign as the Company’s independent registered public accounting firm (the “Resignation”) as a result of Armanino’s determination to cease providing certain services to public companies. Armanino advised that it would continue to serve as the Company’s independent registered public accounting firm until the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Annual Report”), unless the Company engages a new independent registered public accounting firm prior to filing of the Annual Report.
 
Armanino’s reports on the Company’s financial statements for the fiscal years ended June 30, 2021 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
The Resignation was not recommended or approved by the Board of Directors of the Company or its Audit Committee and was initiated voluntarily by Armanino.
 
During the fiscal years ended June 30, 2021 and 2022 and through August 1, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Armanino, would have caused Armanino to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such years.
 
During the Company’s fiscal years ended June 30, 2021 and 2022 and through August 1, 2023, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
 
The Company has provided Armanino with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in this Current Report on Form 8-K and has requested that Armanino furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Armanino agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of Armanino’s letter, dated August 7, 2023, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
 
As a result of Armanino’s notice of the Resignation, the Company and its Audit Committee will initiate discussions with other independent registered public accounting firms for the purpose of finding a replacement and anticipates completing its auditor selection process before the end of the first quarter of fiscal year 2024.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
16.1
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.
 
 
Astrotech Corporation
  
       
Date: August 7, 2023
By:
/s/ Thomas B. Pickens III
  
   
Thomas B. Pickens III
  
   
Chief Executive Officer, Chief Technical Officer and Chairman of the Board
  
 
 

Exhibit 16.1

 

Armanino LLP

15950 N. Dallas Parkway

Suite 600

Dallas, TX 75248-6685

972 661 1843       main

armanino.com
a01.jpg

 

 

 

Securities and Exchange Commission 

100 F Street, N.E. 

Washington, DC 20549 

 

 

Commissioners: 

 

We have read Item 4.01 of Form 8-K of Astrotech Corporation dated August 7, 2023, and agree with the statements concerning our firm contained therein. We have no basis to agree or disagree with other statements of the registrant contained therein.           

 

 

Very truly yours, 

 

ex_555015img003.jpg

 

 

/s/ Armanino LLP 

Dallas, Texas   

 

 
v3.23.2
Document And Entity Information
Aug. 01, 2023
Document Information [Line Items]  
Entity, Registrant Name Astrotech Corporation
Document, Type 8-K
Document, Period End Date Aug. 01, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-34426
Entity, Tax Identification Number 91-1273737
Entity, Address, Address Line One 2105 Donley Drive, Suite 100
Entity, Address, City or Town Austin
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 78758
City Area Code 512
Local Phone Number 485-9530
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ASTC
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001001907
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