Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of ~~May 13, 2020,~~February 12, 2021, the number of shares of the registrant’s common stock outstanding was: ~~7,575,464.~~19,731,600.

	March 31, 2020			June 30, 2019			December 31, 2020			June 30, 2020
	(Unaudited)			(Note)			(Unaudited)			(Note)
Assets
Current assets
Cash and cash equivalents	$	4,660		$	1,588		$	22,121		$	3,349
Restricted cash		122			—			542			—
Accounts receivable, net of allowance of $0		85			3
Accounts receivable								95			101
Inventory:
Raw materials		374			150			173			416
Work-in-process		155			181			221			38
Finished goods		64			—			194			222
Income tax receivable		429			429			—			429
Prepaid expenses and other current assets		239			371			76			117
Total current assets		6,128			2,722			23,422			4,672
Property and equipment, net		371			469			85			99
Assets held for disposal								—			237
Operating leases, right-of-use assets, net		937			—			72			851
Long-term tax receivable		-			429
Other assets		72			72			—			71
Total assets	$	7,508		$	3,692		$	23,579		$	5,930
Liabilities and stockholders’ equity
Current liabilities
Accounts payable		188			160			228			239
Payroll related accruals		412			319			434			433
Accrued expenses and other liabilities		718			357			939			627
Income tax payable		2			2			2			2
Term note payable - related party		2,500			—			2,500			2,500
Lease liabilities, current		326			—
Term note payable								421			210
Lease liabilities								82			339
Total current liabilities		4,146			838			4,606			4,350
Lease liabilities, non-current		711			—
Other liabilities		—			146
Term note payable, net of current portion								121			332
Lease liabilities, net of current portion								42			623
Total liabilities		4,857			984			4,769			5,305
Commitments and contingencies (Note 12)
Stockholders’ equity
Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series C and 280,898 shares of Series D issued and outstanding at March 31, 2020 and June 30, 2019, respectively		—			—
Common stock, $0.001 par value, 15,000,000 shares authorized; 7,975,388 and 6,184,698 shares issued at March 31, 2020 and June 30, 2019, respectively; 7,575,742 and 5,775,171 shares outstanding at March 31, 2020 and June 30, 2019, respectively		190,599			190,571
Treasury stock, 399,916 shares at cost at March 31, 2020 and June 30, 2019, respectively		(4,129	)		(4,129	)
Convertible preferred stock, $0.001 par value, 2,500,000 shares authorized; 280,898 shares of Series D issued and outstanding at December 31, 2020 and June 30, 2020								—			—
Common stock, $0.001 par value, 50,000,000 shares authorized; 18,941,345 and 8,250,286 shares issued at December 31, 2020 and June 30, 2020, respectively; 18,541,429 and 7,850,362 shares outstanding at December 31, 2020 and June 30, 2020, respectively								190,610			190,599
Treasury stock, 399,916 shares at cost at December 31, 2020 and June 30, 2020								(4,129	)		(4,129	)
Additional paid-in capital		13,868			7,964			35,841			13,934
Accumulated deficit		(197,687	)		(191,698	)		(203,512	)		(199,779	)
Total stockholders’ equity		2,651			2,708			18,810			625
Total liabilities and stockholders’ equity	$	7,508		$	3,692		$	23,579		$	5,930

Note: The balance sheet at June 30, 2020, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by the United States generally accepted accounting principles for complete financial statements.

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended March 31,						Nine Months Ended March 31,						Three Months Ended December 31,						Six Months Ended December 31,
	2020			2019			2020			2019			2020			2019			2020			2019
Revenue	$	118			—		$	324		$	40		$	130		$	205		$	270		$	206
Cost of revenue		111			—			307			11			128			196			241			196
Gross profit		7			—			17			29			2			9			29			10
Operating expenses:
Selling, general and administrative		1,193			1,238			3,505			3,667			803			1,110			1,729			2,312
Research and development		814			1,026			2,608			3,027			758			939			1,367			1,794
Disposal of corporate lease														—			—			544			—
Total operating expenses		2,007			2,264			6,113			6,694			1,561			2,049			3,640			4,106
Loss from operations		(2,000	)		(2,264	)		(6,096	)		(6,665	)		(1,559	)		(2,040	)		(3,611	)		(4,096	)
Interest and other expense, net		(68	)		12			(123	)		15			(63	)		(43	)		(122	)		(55	)
Loss from operations before income taxes		(2,068	)		(2,252	)		(6,219	)		(6,650	)		(1,622	)		(2,083	)		(3,733	)		(4,151	)
Income tax benefit		—			858			—			858			—			—			—			—
Net loss	$	(2,068	)	$	(1,394	)	$	(6,219	)	$	(5,792	)	$	(1,622	)	$	(2,083	)	$	(3,733	)	$	(4,151	)
Weighted average common shares outstanding:
Basic and diluted		6,107			5,467			5,934			4,734			15,864			5,947			11,769			5,769
Basic and diluted net loss per common share:
Net loss	$	(0.34	)	$	(0.25	)	$	(1.05	)	$	(1.22	)	$	(0.10	)	$	(0.35	)	$	(0.32	)	$	(0.72	)
Other comprehensive loss, net of tax:
Net loss	$	(2,068	)	$	(1,394	)	$	(6,219	)	$	(5,792	)
Available-for-sale securities:
Reclassification adjustment for realized loss		—			—			—			31
Total comprehensive loss	$	(2,068	)	$	(1,394	)	$	(6,219	)	$	(5,761	)	$	(1,622	)	$	(2,083	)	$	(3,733	)	$	(4,151	)

See accompanying notes to unaudited condensed consolidated financial statements.

Preferred Stock

Class C

Class D

Common Stock

Number of
Shares
Outstanding

Amount

Number of
Shares
Outstanding

Amount

Number of
Shares
Outstanding

Amount

Treasury
Stock
Amount

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Loss

Total
Stockholders’
Equity

Balance at June 30, 2019

281

$
—

281

$
—

5,775

$
190,571

$
(4,129
)

$
7,964

$
(191,698
)

$
—

$
2,708

Adjustment to opening retained earnings related to adoption of ASC Topic 842

—

—

—

—

—

—

—

—

230

—

230

Issuance of shares, net of offering issuance costs of $7

—

—

—

—

146

—

—

321

—

—

321

Stock-based compensation

—

—

—

—

—

—

—

78

—

—

78

Restricted stock issuance

—

—

—

—

5

26

—

—

—

—

26

Net loss

—

—

—

—

—

—

—

—

(2,068
)

—

(2,068
)
Balance at September 30, 2019

281

$
—

281

$
—

5,926

$
190,597

$
(4,129
)

$
8,363

$
(193,536
)

$
—

$
1,295

Issuance of stock, net of offering issuance costs of $19

—

—

—

—

433

1

—

951

—

—

952

Stock-based compensation

—

—

—

—

—

—

—

97

—

—

97

Cancellation of restricted stock

—

—

—

—

(11
)

—

—

(11
)

—

—

(11
)
Forfeiture of stock-based compensation

—

—

—

—

—

—

—

(3
)

—

—

(3
)
Net loss

—

—

—

—

—

—

—

—

(2,083
)

—

(2,083
)
Balance at December 31, 2019

281

—

281

—

6,348

$
190,598

$
(4,129
)

$
9,397

$
(195,619
)

$
—

$
247

Issuance of stock, net of offering issuance costs of $667

—

—

—

—

1,227

1

—

4,376

—

—

4,377

Stock-based compensation

—

—

—

—

—

—

—

95

—

—

95

Net loss

—

—

—

—

—

—

—

—

(2,068
)

—

(2,068
)
Balance at March 31, 2020

281

—

281

—

7,575

$
190,599

$
(4,129
)

$
13,868

$
(197,687
)

$
—

$
2,651

Preferred Stock

Class C

Class D

Common Stock

Number of
Shares
Outstanding

Amount

Number of
Shares
Outstanding

Amount

Number of
Shares
Outstanding

Amount

Treasury
Stock
Amount

Additional
Paid-In
Capital

Accumulated
Deficit

Accumulated
Other
Comprehensive
Loss

Total
Stockholders’
Equity

Balance at June 30, 2018

—

$
—

—

$
—

4,097

$
190,570

$
(4,128
)

$
1,745

$
(184,164
)

$
(31
)

$
3,992

Net change in available-for-sale debt and marketable equity securities

—

—

—

—

—

—

—

—

—

31

31

Stock-based compensation

—

—

—

—

—

—

—

44

—

—

44

Cancellation of restricted stock

—

—

—

—

(5
)

(14
)

—

—

—

—

(14
)
Forfeiture of stock options

—

—

—

—

—

—

—

(3
)

—

—

(3
)
Exercise of stock options

—

—

—

—

3

—

—

7

—

—

7

Share repurchases

—

—

—

—

—

—

(1
)

—

—

—

(1
)
Restricted stock issuance

—

—

—

—

—

9

—

—

—

—

9

Net loss

—

—

—

—

—

—

—

—

(2,238
)

—

(2,238
)
Balance at September 30, 2018

—

$
—

—

$
—

4,095

$
190,565

$
(4,129
)

$
1,793

$
(186,402
)

$
—

$
1,827

Issuance of stock, net of offering issuance costs of $73

—

—

—

—

1,277

1

—

2,920

—

—

2,921

Stock-based compensation

—

—

—

—

—

—

—

45

—

—

45

Forfeiture of stock options

—

—

—

—

—

—

—

(1
)

—

—

(1
)
Restricted stock issuance

—

—

—

—

199

18

—

—

—

—

18

Net loss

—

—

—

—

—

—

—

—

(2,160
)

—

(2,160
)
Balance at December 31, 2018

—

$
—

—

$
—

5,571

$
190,584

$
(4,129
)

$
4,757

$
(188,562
)

$
—

$
2,650

Issuance of stock, net of offering issuance costs of $19

—

—

—

—

206

—

—

998

—

—

998

Stock-based compensation

—

—

—

—

—

—

—

43

—

—

43

Restricted stock issuance

—

—

—

—

—

64

—

—

—

—

64

Net loss

—

—

—

—

—

—

—

—

(1,394
)

—

(1,394
)
Balance at March 31, 2019

—

$
—

—

$
—

5,777

$
190,648

$
(4,129
)

$
5,798

$
(189,956
)

$
—

$
2,361

	Preferred Stock
		Series D				Common Stock
		Number of Shares Outstanding		Amount		Number of Shares Outstanding			Amount		Treasury Stock Amount			Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity
Balance at June 30, 2020			281	$	—		7,850		$	190,599	$	(4,129	)	$	13,934		$	(199,779	)	$	625
Stock offering costs			—		—		—			—		—			(2	)		—			(2	)
Stock-based compensation			—		—		—			—		—			49			—			49
Restricted stock cancellation			—		—		(6	)		—		—			(5	)		—			(5	)
Net loss			—		—		—			—		—			—			(2,111	)		(2,111	)
Balance at September 30, 2020			281	$	—		7,844		$	190,599	$	(4,129	)	$	13,976		$	(201,890	)	$	(1,444	)
Issuance of stock, net of offering costs			—		—		10,714			11		—			21,819			—			21,830
Stock-based compensation			—		—		—			—		—			47			—			47
Restricted stock cancellation			—		—		(17	)		—		—			(1	)		—			(1	)
Net loss			—		—		—			��		—			—			(1,622	)		(1,622	)
Balance at December 31, 2020			281	$	—		18,541		$	190,610	$	(4,129	)	$	35,841		$	(203,512	)	$	18,810

	Preferred Stock
	Series C				Series D				Common Stock
	Number of Shares Outstanding		Amount		Number of Shares Outstanding		Amount		Number of Shares Outstanding			Amount		Treasury Stock Amount			Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity
Balance at June 30, 2019		281	$	—		281	$	—		5,775		$	190,571	$	(4,129	)	$	7,964		$	(191,698	)	$	2,708
Adjustment to opening retained earnings related to adoption of ASC Topic 842		—		—		—		—		—			—		—			—			230			230
Issuance of shares, net of offering issuance costs of $7		—		—				—		146			—		—			321			—			321
Stock-based compensation		—		—		—		—		—			—		—			78			—			78
Restricted stock issuance		—		—		—		—		5			26		—			—			—			26
Net loss		—		—		—		—		—			—		—			—			(2,068	)		(2,068	)
Balance at September 30, 2019		281	$	—		281	$	—		5,926		$	190,597	$	(4,129	)	$	8,363		$	(193,536	)	$	1,295
Issuance of stock		—		—		—		—		433			1		—			951			—			952
Stock-based compensation		—		—		—		—		—			—		—			97			—			97
Restricted stock cancellation		—		—		—		—		(11	)		—		—			(11	)		—			(11	)
Forfeiture of stock-based compensation		—		—		—		—		—			—		—			(3	)		—			(3	)
Net loss		—		—		—		—		—			—		—			—			(2,083	)		(2,083	)
Balance at December 31, 2019		281	$	—		281	$	—		6,348		$	190,598	$	(4,129	)	$	9,397		$	(195,619	)	$	247

See accompanying notes to unaudited condensed consolidated financial statements.

	Nine Months Ended March 31,						Six Months Ended December 31,
	2020			2019			2020			2019
Cash flows from operating activities:
Net loss	$	(6,219	)	$	(5,792	)	$	(3,733	)	$	(4,151	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		282			205
Stock-based compensation, net of forfeitures								90			187
Depreciation and amortization		327			206			141			289
Deferred income tax benefit		—			(429	)
Net loss on sale of available-for-sale investments		—			31
Loss on disposal of assets								173			—
Changes in assets and liabilities:
Accounts receivable		(82	)		(29	)		6			(210	)
Inventory		(262	)		—			88			57
Income tax receivable		—			(429	)		429			215
Accounts payable		28			27			(11	)		(7	)
Other assets and liabilities		970			(340	)		319			264
Net cash used in operating activities		(4,956	)		(6,550	)		(2,498	)		(3,356	)
Cash flows from investing activities:
Proceeds from sale of available-for-sale investments		—			3,345
Proceeds from maturities of securities		—			250
Sale of property and equipment		—			2
Net cash provided by investing activities		—			3,597
Purchases of property and equipment								(16	)		—
Net cash used in investing activities								(16	)		—
Cash flows from financing activities:
Payments for purchase of treasury stock		—			(1	)
Proceeds from term note payable - related party		2,500			—			—			1,500
Proceeds from exercise of stock options		—			7
Proceeds from issuance of stock, net of offering issuance costs		5,650			3,919			21,828			1,272
Net cash provided by financing activities		8,150			3,925			21,828			2,772

Net change in cash and cash equivalents and restricted cash	$	3,194			972
Cash and cash equivalents and restricted cash at beginning of period		1,588			552
Cash and cash equivalents and restricted cash at end of period	$	4,782		$	1,524
Net change in cash and cash equivalents							$	19,314			(584	)
Cash and cash equivalents at beginning of period								3,349			1,588
Cash and cash equivalents at end of period							$	22,663		$	1,004

Reconciliation of cash and cash equivalents and restricted cash at end of period:
Cash and cash equivalents	$	4,660		$	1,524		$	22,121		$	393
Restricted cash		122			—		$	542		$	611
Total							$	22,663		$	1,004
	$	4,782		$	1,524
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—		$	—
Impact to retained earnings from adoption of ASC Topic 842	$	230		$	—		$	—		$	230
Operating right-of-use assets and associated liabilities	$	1,608		$	—		$	—		$	1,608

See accompanying notes to unaudited condensed consolidated financial statements.

Description of the Company – Astrotech Corporation (Nasdaq: ASTC) (“Astrotech,” “the Company,” “we,” “us,” or “our”), a Delaware corporation organized in 1984, is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the ~~nine~~six months ended ~~March~~December 31, 2020 are not necessarily indicative of the results that may be expected for the year ending June 30, ~~2020.~~2021. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2019.~~2020.

Astrotech ~~Technology,~~Technologies, Inc. (“ATI”) owns and licenses the Astrotech Mass Spectrometer Technology™ (the “AMS ~~Technology™”~~Technology”), the platform mass spectrometry technology originally developed by 1^st Detect Corporation (“1^st Detect”). The intellectual property includes 3732 patents granted ~~patents and five~~with two additional patents in ~~process.~~process along with extensive trade secrets. With a number of diverse market opportunities for the core technology, ATI ~~licenses~~is structured to license the intellectual property for different fields of use. ATI currently licenses the ~~intellectual property~~AMS Technology to three wholly-owned subsidiaries of Astrotech, including to 1^st Detect for use in the security and detection market, to AgLAB Inc. (“AgLAB”) for use in the agriculture market, and to BreathTech Corporation (“BreathTech”) for use in ~~the healthcare industry.~~ breath analysis.

1^st Detect, a licensee of ATI for the security and detection market, has developed the TRACER 1000™, the world’s first mass spectrometer (“MS”) based explosives trace detector (“ETD”) certified by the European Civil Aviation Conference (“ECAC”), designed to replace the ~~explosives trace detectors~~ETDs used at airports, cargo facilities, secured facilities, and borders worldwide. The Company believes that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”). The Company believes that IMS-based ETDs are fraught with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing unnecessary delays, frustration, and significant wasted security resources. In addition, there are hundreds of different types of explosives, but IMS-based ETDs have a very limited threat detection library reserved only for those several explosives of largest concern. Adding additional compounds to the detection library of an IMS-based ETD fundamentally reduces the instrument’s performance, further increasing the likelihood of false alarms. In contrast, adding additional compounds does not degrade the TRACER 1000’s detection capabilities, as it has a virtually unlimited and expandable threat library.

In order to sell the TRACER 1000 to airport and cargo security customers in the European Union, ECAC certification is required. Certain other countries also accept ECAC certification. After receiving ECAC certification for the TRACER 1000 on February 21, 2019, the Company is now marketing to and taking orders from airports and cargo facilities outside of the U.S. that accept ECAC certification.

On June 26, 2019, the Company announced the official launch of the TRACER 1000, and on November 22, 2019, also announced the first commercial sale of TRACER 1000 units to a global shipping and logistics company.

In the United States, the Company is working with the Transportation Security Administration (“TSA”) towards Air Cargo certification. On March 27, 2018, the Company announced that the TRACER 1000 was accepted into TSA’s Air Cargo Screening Technology Qualification Test (“ACSQT”) and, on April 4, 2018, the Company announced that the TRACER 1000 was beginning testing with TSA for passenger screening at airports. On November 14, 2019, the Company announced that the TRACER 1000 had been selected by the TSA’s Innovation Task Force (“ITF”) to conduct live checkpoint screening at Miami International Airport. With similar protocols as ECAC testing, the Company has received valuable feedback from all programs. Following ECAC certification and the Company's early traction within the cargo market, testing for cargo security continued with the TSA. With the COVID-19 pandemic, all testing within the TSA was put on hold; however, cargo non-detection testing resumed this summer, and the Company subsequently announced on September 9, 2020 that the TRACER 1000 passed the non-detection testing portion of the TSA’s ACSQT. TSA cargo detection testing resumed this fall and continues to move forward. This is the next and final step to be listed on the Air Cargo Screening Technology List (“ACSTL”) as an “approved” device and,

if approved, thereby approved for cargo sales in the United States. Given the deterioration in air traffic caused by the pandemic, TSA certification testing for passenger checkpoint security has been put on indefinite hold.

Finally, on October 28, 2020, the Company announced that it had surpassed $1.0 million in purchase orders for the TRACER 1000 and an additional $1.0 million in future service and support commitments, also announcing DHL (Deutsche Post AG) as its largest flagship customer.

AgLAB is a licensee of ATI ~~is developing~~and has developed the AgLAB-1000™ series of mass spectrometers for use in the agriculture ~~market.~~ ~~These systems are being designed~~industry for ~~applications in~~both process control and the ~~hemp~~detection of trace amounts of solvents and ~~cannabis markets to maximize processing efficiencies and to detect~~ pesticides. The AgLAB product line is a derivative of the Company’s core AMS Technology.

BreathTech ~~a licensee of ATI,~~ is developing the BreathTest-1000™, a breath analysis tool to screen for volatile organic compound (“VOC”) metabolites found in a person’s breath that could indicate they may have an infection, including ~~Coronavirus Disease 2019 (“COVID-19”)~~COVID-19 or pneumonia.

Astral Images Corporation (“Astral”) developed advanced film restoration and enhancement software. Although we believe Astral has developed valuable technology fortified by patents and trade secrets,Development of the ~~potential market has not yet advanced as quickly as anticipated. Due to funding constraints,~~BreathTest-1000 follows the Company’s ~~primary focus remains on~~results in pre-clinical trials for the ~~pursuit of opportunities for its platform mass spectrometry technology. Consequently, efforts are exclusively focused on strategic initiatives~~BreathDetect-1000™, a rapid self-serve breathalyzer that is designed to ~~facilitate~~detect bacterial infections in the ~~realization of Astral’s value.~~

~~Accounting Pronouncements~~ ~~– In February 2016, the Financial Standards Accounting Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02: Leases (“Topic 842” or “ASU 2016-02”)~~ and ASU 2018-10: Codification Improvements to Topic 842, Leases (“ASU 2018-10”) which provide an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. This ASU requires lessees to recognize a right-of-use (“ROU”) asset and lease liability on the balance sheet for all leases,respiratory tract, including pneumonia. The pre-clinical trials were conducted in collaboration with ~~the exception of short-term leases. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For statement of operations~~

~~purposes, leases are still required to be classified as either operating or financing. Operating leases will result~~UT Health San Antonio in ~~straight-line expense while financing leases will result in a front-loaded expense pattern.~~2017.

On July 1, 2019, the Company adopted Topic 842 using the modified retrospective approach and the impact of the adoption of Topic 842 resulted in the recognition of an ROU asset and lease obligation on the Company’s condensed consolidated balance sheets of approximately $1.6 million and an adjustment to retained earnings of $230 thousand. This application of the modified retrospective method will result in a balance sheet presentation that will not be comparable to the prior period in the first year of adoption. Results for reporting periods after July 1, 2019 are presented under ~~Topic 842~~, while prior periods have not been adjusted. The Company elected the package of practical expedients permitted under the transition guidance within the new standard which, among other things, allowed the Company to carry forward the historical lease classifications. Subsequent to the end of the second quarter of fiscal yearOctober 20, 2020, the Company ~~amended its lease~~announced a joint development agreement with the Cleveland Clinic Foundation to explore leveraging the BreathTest-1000 to rapidly screen for ~~its 1~~^st ~~Detect facility, resulting in a reduction~~COVID-19 or related indicators. The goal of the ~~associated ROU asset and lease obligation of $414 thousand in~~agreement is to develop a non-invasive device that will use breath samples to identify COVID-19 strains, with the ~~second quarter of fiscal year 2020. See Note 3 Leases for more information.~~

~~The Company’s consolidated financial statements for the three and nine months ended March 31, 2020 have been prepared~~potential to provide a low-cost, self-service screening option that could be deployed on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2020, the Company had cash and cash equivalents of $4.7 million and restricted cash of $0.1 million, and working capital was approximately $2.0 million. Restricted cash consists of two letters of credit relating to purchase orders for the TRACER 1000 product. The Company reported a net loss of $7.5 million for the fiscal year 2019 and a net loss of $6.2 million for the nine months ended March 31, 2020, along with net cash used in operating activities of $8.5 million for the fiscal year 2019 and net cash used in operating activities of $5.0 million for the nine months ended March 31, 2020. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company remains resolute in identifying the optimal solution to its liquidity issue. The Company is currently evaluating several potential sources for additional liquidity. These include, but are not limited to, selling the Company or a portion thereof, licensing some of its technology, raising additional funds through capital markets, debt financing, equity financing, merging, or engaging in a strategic partnership. ~~On February 13, 2020, the Company entered into a private placement transaction with Mr. Thomas B. Pickens III, the Company’s Chairman of the Board and Chief Executive Officer,~~ for the issuance and sale of a secured promissory note to Mr. Pickens with a principal amount of $1.0 million. On March 25, 2020, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 354,000 shares of the Company’s common stock, par value $0.001 per share, ~~at an offering price of $5.00~~ ~~per share,~~ resulting in net proceeds of approximately $1.6 million. On March 27, 2020, the Company entered into a second securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 873,335 shares of the Company’s common stock, par value $0.001 per share, ~~at an offering price of $3.75~~ ~~per share,~~ ~~resulting in net proceeds of approximately $2.9 million. T~~he Company received net proceeds of approximately $2.3 million through the sale of shares of common stock from November 9, 2018 through March 25, 2020 through an “at the market offering” program (the “ATM Offering”), which was terminated on March 25, 2020. ~~The Company is currently evaluating potential offerings of~~ any combination of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. However, additional funding may not be available when needed or on terms acceptable to us. If we are unable to generate funding within a reasonable timeframe, we may have to delay, reduce or terminate our research and development programs, limit strategic opportunities, or curtail our business activities. ~~Astrotech’s consolidated financial statements as of March 31, 2020 do not include any adjustments that might result from the outcome of this uncertainty.~~

~~In March 2020, the World Health Organization declared COVID-19 a global pandemic.~~ The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

It is possible that the continued spread of COVID-19 could cause disruption in the Company’s supply chain; cause delay, or limit the ability of customers to perform, including in making timely payments to the Company; cause delay in regulatory certification testing of the Company’s instruments; impact investment performance; and cause other unpredictable events. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity, or results of operations is uncertain.large-scale.

As of July 1, 2019, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2016-02 Leases: Topic 842 (“Topic 842”), using the modified retrospective method of adoption. Astrotech elected to use the transition option that ~~allows~~allowed the Company to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. Comparable periods continue to be presented under the guidance of the previous standard, Accounting Standards Codification (“ASC”) Topic 840. Topic 842 requires lessees to recognize a lease liability and ROU asset on the balance sheet for operating leases. The adoption of Topic 842 resulted in an adjustment to ~~retained earnings~~accumulated deficit of $230 ~~thousand.~~thousand at the beginning of fiscal year 2020.

The Company ~~has~~had two existing facility leases and several small equipment leases. Astrotech ~~leases~~leased office space consisting of 5,219 square feet in Austin, Texas that ~~houses~~housed executive management, finance and accounting, sales, and marketing and communications. The lease began in November 2016 and ~~expires~~originally expired in December ~~2023 with~~2023. On August 3, 2020, the Company decided to terminate the lease. Upon lease termination, the Company recognized a ~~provision to renew~~decrease in the related operating right-of-use (“ROU”) asset and ~~extend the~~operating lease ~~for the entire premises for one renewal term~~liability of ~~five years. Astrotech must, in writing, advise the landlord of its intention to renew the lease at least eight months before the expiration of its current lease in order to renew the lease.~~approximately $506 thousand and $540 thousand, respectively.

In May 2013, 1^st Detect completed build-out of a 16,540 square foot leased research and development and production facility in Webster, Texas. This facility is equipped with state-of-the-art laboratories, a clean room, a production shop, and offices for staff. The term of the lease is 62 months and includes options to extend for two additional five-year periods. In February 2015, 1^st Detect exercised its right of first refusal on the adjoining space of 9,138 square feet. The original lease began in May 2013 and was to expire in June 2018; these dates were amended in October 2014 with the amended lease beginning February 1, 2015, and expiring April 30, 2020, with provisions to renew and extend the lease for the entire premises, but not less than the entire premises, for two renewal terms of five years each. On June 1, 2018, the Company entered into its third amendment of the original lease removing 8,118 square feet from its leased space, leaving leased premises with a total square footage of 17,560. On January 21, 2020, the Company entered into its fourth amendment of the original lease, with the amended lease beginning May 1, 2020 and expiring April 30, 2021, with the option to renew and extend the lease for one renewal term of one year. During the second quarter of fiscal year 2021, the Company has decided to allow the Webster lease to expire on its expiration date and declined the option to renew the lease. This ~~amendment~~ resulted in ~~an adjustment to~~a reduction of the ~~associated~~related operating ROU asset and operating lease liability of ~~$414~~$171 thousand ~~during the six months ended December 31, 2019.~~ and $192 thousand, respectively.

Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of lease payments. Significant judgement is required when determining the Company’s incremental borrowing rate. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Upon the adoption of Topic 842, the Company’s accounting for financing leases, previously referred to as capital leases, remains substantially unchanged from prior guidance.

The balance sheet presentation of the Company’s operating and finance leases is as follows:

Future minimum lease payments ~~as of March 31, 2020~~ under non-cancellable leases are as follows:

Cash payments for operating leases for the three ~~and nine~~ months ended ~~March~~December 31, 2020 and December 31, 2019 totaled $53 thousand and $96 thousand, respectively. Cash payments for operating leases for the six months ended December 31, 2020 and ~~$288~~December 31, 2019 totaled $123 thousand and $192 thousand, respectively.

Cash payments for financing leases for the three months ended December 31, 2020 and December 31, 2019 totaled $3 thousand and $0, respectively. Cash payments for financing leases for ~~each~~the six months ended December 31, 2020 and December 31, 2019 totaled $6 thousand and $0, respectively.

As of December 31, 2020 and June 30, 2020, property and equipment, net consisted of the ~~three~~following:

Depreciation expense of property and ~~nine~~equipment for the three months ended ~~March~~December 31, 2020 ~~totaled $1~~and December 31, 2019 were $15 thousand and $58 thousand, respectively. Depreciation expense of property and equipment for the six months ended December 31, 2020 and December 31, 2019 were $37 thousand and $117 thousand, respectively.

On August 3, 2020, the Company terminated its corporate office lease in Austin, Texas and wrote-off the remaining net book value of the related leasehold improvement assets in the amount of $229 thousand.

On October 21, 2020, the Company entered into a Securities Purchase Agreement (the “First Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company agreed to issue and sell 7,826,086 shares (the “Public Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $2.30 per share (the “Public Offering”).

The Public Offering resulted in gross proceeds of approximately $18.0 million before deducting the placement agent’s fees and related offering expenses.

Pursuant to an engagement agreement dated July 23, 2020, as amended, the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Public Offering. The Company issued to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants No. 1”) to purchase up to 469,565 shares of Common Stock, which represents 6.0% of the Public Offering Shares sold in the Public Offering. The Placement Agent’s Warrants No. 1 have an exercise price of $2.875 per share, which represents 125% of the per share offering price of the Public Offering Shares, and a termination date of October 21, 2025. The Placement Agent’s Warrants No. 1 had a fair value per share of $2.01 as of the date of issuance.

On October 28, 2020, the Company entered into a Securities Purchase Agreement (the “Second Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 2,887,906 shares (the “Registered Offering Shares”) of the Company’s Common Stock, at an offering price of $2.15 per share.

The Registered Offering resulted in gross proceeds of approximately $6.2 million before deducting the placement agent’s fees and related offering expenses.

Pursuant to an engagement agreement dated July 23, 2020, as amended, the Company engaged the Placement Agent to act as the Company’s exclusive placement agent in connection with the Registered Offering. The Company also issued to the Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants No. 2”) to purchase up to 173,274 shares of Common Stock, which represents 6.0% of the Registered Offering Shares sold in the Registered Offering. The Placement Agent’s Warrants No. 2 have an exercise price of $2.6875 per share, which represents 125% of the per share offering price of the Registered Offering Shares, and a termination date of October 28, 2025. The Placement Agent’s Warrants No. 2 had a fair value per share of $1.80 as of the date of issuance.

From November 9, 2018 through March 25, 2020, the Company sold 793,668 shares of ~~common stock~~Common Stock pursuant to an At-the-Market Issuance Sales Agreement (“(the “B. Riley ATM Agreement”) with B. Riley FBR, under which B. Riley FBR acted as the sales agent. In connection with the sale of these shares of ~~common stock,~~Common Stock, the Company received net proceeds of $2.3 million. The weighted-average sale price per share was $3.04. No additional shares of the Company’s ~~common stock~~Common Stock will be sold pursuant to the B. Riley ATM Agreement. The Company did not incur any termination penalties as a result of its termination of the B. Riley ATM Agreement.

On ~~March 25,~~December 18, 2020, the Company entered into ~~a securities purchase~~an at-the-market offering agreement (the “Wainwright ATM Agreement”) with ~~certain purchasers named therein,~~H.C. Wainwright & Co., LLC as agent, pursuant to which the Company ~~agreed to issue~~may offer and sell, ~~in a registered direct offering (the “Registered Offering No. 1”), 354,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),~~ ~~at an offering price of $5.00~~ ~~per share.~~ ~~Registered Offering No. 1 resulted in gross proceeds of approximately $1.77 million before deducting the placement agent’s fees and related offering expenses. The shares~~ from ~~Registered Offering No. 1 were offered by the Company pursuant~~time to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-226060), which was initially filed with the SEC on July 3, 2018, and was declared effective on August 20, 2018. Registered Offering No. 1 closed on March 26, 2020, subject to the satisfaction of customary closing conditions. In connection with Registered Offering No. 1, the Company also issued to the placement agent, or its designees, warrants (the “Warrants No. 1”) to purchase up to 24,780 shares of Common Stock, which represents 7.0% of the shares sold in Registered Offering No. 1. The Warrants No. 1 have an exercise price of $6.25 per share, which represents 125% of the per share offering price of the shares and a termination date of March 25, 2025.

On March 27, 2020, the Company entered into a second securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering No. 2”), 873,335time through H.C. Wainwright, shares of the Company’s Common Stock, athaving an aggregate offering price of $~~3.75~~ ~~per share.~~ ~~Registered Offering No. 2 resulted~~up to $3,582,614.

A summary of the common stock warrant activity for the three months ended December 31, 2020 is presented below:

The following represents a summary of the warrants outstanding at each of the dates identified:

As previously noted in ~~gross proceeds of approximately $3.275 million before deducting~~our Form 10-K for the ~~placement agent’s fees and related offering expenses. The shares from Registered Offering No. 2 were offered by~~fiscal year ended June 30, 2020, the Company ~~pursuant to~~was not in compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because its stockholders’ equity was below the required minimum of $2.5 million at June 30, 2020. On September 11, 2020, the Company received a ~~prospectus supplement to~~notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that it was not in compliance with the required stockholder’s equity of $2.5 million.

The notice had no immediate effect on the Company’s ~~effective shelf registration statement~~listing on ~~Form S-3 (Registration No. 333-226060), which was initially filed~~The Nasdaq Capital Market. The Company originally had until October 26, 2020 to submit a plan to regain compliance with the ~~SEC on July 3, 2018, and was declared effective on August 20, 2018. Registered Offering No.~~minimum stockholders’ equity requirement; however, Nasdaq granted an extension of the deadline to submit a plan until November 2, ~~closed on March 30, 2020, subject to~~2020.

Following the ~~satisfaction of customary closing conditions. In connection with Registered Offering No. 2,~~offerings mentioned above, the Company ~~also issued to the~~

~~placement agent, or its designees, warrants (the “Warrants No. 2” and collective~~is now in compliance with the Warrants No.1, the “Placement Agent Warrants”) to purchase up to 61,133 shares of Common Stock, which represents 7.0% of the Shares sold in Registered Offering No. 2. The Warrants No. 2 have an exercise price of $4.6875 per share, which represents 125% of the per share offering price of the shares and a termination date of March 27, 2025.minimum stockholders’ equity requirement.

Basic net loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock method and the if-converted method. Potentially dilutive common shares include outstanding stock options and share-based awards.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted net loss per share:

All unvested restricted stock awards for the ~~nine~~six months ended ~~March~~December 31, 2020 are not included in diluted net loss per share, as the impact to net loss per share would be anti-dilutive. Options to purchase ~~326,153~~321,225 shares of common stock at exercise prices ranging from $1.85 to $8.35 per share outstanding as of ~~March~~December 31, 2020 were not included in diluted net loss per share, as the impact to net loss per share would be anti-dilutive.

Astrotech recognizes revenue employing the generally accepted revenue recognition methodologies described under the provisions of ~~ASC~~Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers” (“Topic 606”), which was adopted by the Company in fiscal year 2019. The methodology used is based on contract type and how products and services are provided. The guidelines of Topic 606 establish a five-step process to govern the recognition and reporting of revenue from contracts with customers. The five steps are: (i) identify the contract with a customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the performance obligations are satisfied.

An additional factor is reasonable assurance of collectability. This necessitates deferral of all or a portion of revenue recognition until collection. During the three ~~and nine~~ months ended ~~March~~December 31, 2020, the Company had one revenue source that totaled $130 thousand. During the three and six months ended December 31, 2020, the Company had one material revenue ~~source, totaling $118 thousand and $324 thousand, respectively, and revenue~~source. Revenue was recognized at a point in time consistent with the guidelines in Topic 606.

The Company disaggregates revenue by reporting segment to depict the nature of revenue in a manner consistent with its business operations and to be consistent with other communications and public filings. Refer to Note 13 for additional details of revenues by reporting segment.

Contract Assets and Liabilities. The Company enters into contracts to sell products and provide services, and it recognizes contract assets and liabilities that arise from these transactions. The Company recognizes revenue and corresponding accounts receivable according to Topic 606 and, at times, recognize revenue in advance of the time when contracts give us the right to invoice a customer. The Company may also receive consideration, per the terms of a contract, from customers prior to transferring goods to the customer. The Company records customer deposits as deferred revenue. Additionally, the Company may receive payments, most typically for service and warranty contracts, at the onset of the contract and before services have been performed. In such instances, the Company records a deferred revenue liability. The Company recognizes these contract liabilities as sales after all revenue recognition criteria are met.

Practical Expedients. In cases where the Company is responsible for shipping after the customer has obtained control of the goods, the Company has elected to treat the shipping activities as fulfillment activities rather than as a separate performance obligation. Additionally, the Company has elected to capitalize the cost to obtain a contract only if the period of amortization would be longer than one year. The Company only gives consideration to whether a customer agreement has a financing component if the period of time between transfer of goods and services and customer payment is greater than one year.

Product Sales. The Company recognizes revenue from sales of products upon shipment or delivery when control of the product transfers to the customer, depending on the terms of each sale, and when collection is probable. In the circumstance where terms of a product sale include subjective customer acceptance criteria, revenue is deferred until the Company has achieved the acceptance criteria unless the customer acceptance criteria are perfunctory or inconsequential. The Company generally offers customers payment terms of less than one year.

Freight. The Company records shipping and handling fees that it charges to its customers as revenue and related costs as cost of revenue.

Multiple Performance Obligations. Certain agreements with customers include the sale of equipment involving multiple elements in cases where obligations in a contract are distinct and thus require separation into multiple performance obligations, revenue recognition guidance requires that contract consideration be allocated to each distinct performance obligation based on its relative standalone selling price. The value allocated to each performance obligation is then recognized as revenue when the revenue recognition criteria for each distinct promise or bundle of promises has been met.

The standalone selling price for each performance obligation is an amount that depicts the amount of consideration to which the entity expects to be entitled in exchange for transferring the good or service. When there is only one performance obligation associated with a contract, the entire amount of consideration is attributed to that obligation. When a contract contains multiple performance obligations the standalone selling price is first estimated using the observable price, which is generally a list price net of applicable discount or the price used to sell the good or service in similar circumstances. In circumstances when a selling price is not directly observable, the Company will estimate the standalone selling price using information available to it including its market assessment and expected cost plus margin.

The timetable for fulfilment of each of the distinct performance obligations can range from completion in a short amount of time and entirely within a single reporting period to completion over several reporting periods. The timing of revenue recognition for each performance obligation may be dependent upon several milestones, including physical delivery of equipment, completion of site acceptance test, and in the case of after-market consumables and service deliverables, the passage of time.

The Company has taken what it believes are necessary precautions to safeguard its employees from the COVID-19 pandemic. The Company continues to follow the Centers for Disease Control and Prevention’s (“CDC”) guidance and the recommendations and restrictions provided by state and local authorities. All of the Company’s employees who do not work in a lab setting are currently on a telecommunication work arrangement and have been able to successfully work remotely. The Company’s lab requires in-person staffing and the Company has been able to continue to operate its lab, minimizing infection risk to lab staff through a combination of social distancing and appropriate protective equipment. There can be no assurance, however, that key employees will not become ill or that the Company will be able to continue to operate its labs.

The continuing impact that the COVID-19 pandemic will have on the Company’s operations, including duration, severity, and scope, remains uncertain and cannot be fully predicted at this time. Accordingly, the Company believes that the COVID-19 pandemic could continue to adversely impact its results of operations, cash flows, and financial condition in the future.

As the Company’s business operations continue to be impacted by the pandemic, the Company continues to monitor the situation and the guidance that is being provided by relevant federal, state, and local public health authorities. The Company may take additional actions based upon their recommendations. However, it is possible that the Company may have to make further adjustments to its operating plans in reaction to developments that are beyond its control.

The accounting standard for fair value measurements defines fair value, establishes a market-based framework or hierarchy for measuring fair value, and expands disclosures about fair value measurements. The standard is applicable whenever assets and liabilities are measured and included in the financial statements at fair value.

The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows:

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

As of ~~March~~December 31, 2020, the fair value of the Company’s cash and cash equivalents ~~and restricted cash~~ approximate their carrying value due to their short-term nature.

On September 5, 2019, the Company entered into a private placement transaction with Thomas B. Pickens III, the Chief Executive Officer and Chairman of the Board of Directors of the Company for the issuance and sale of a secured promissory note (“Note No. 1”) to Mr. Pickens with a principal amount of $1.5 million. Interest on Note No. 1 shall accrue at 11% per annum. The principal amount and accrued interest on Note No. 1 shall become due and payable on September 5, 2020 (the “Maturity Date”). The Company may prepay the principal amount and all accrued interest on Note No. 1 at any time prior to the Maturity Date. In connection with the issuance of Note No. 1, the Company, along with 1^st Detect Corporation and Astrotech Technologies, Inc. (the “Subsidiaries”), entered into a security agreement, dated as of September 5, 2019, with Mr. Pickens (the “Security Agreement No. 1”), pursuant to which the Company and the Subsidiaries granted to Mr. Pickens a security interest in all of the Company’s and the Subsidiaries’ Collateral, as such term is defined in Security Agreement No. 1. In addition, the Subsidiaries jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay Note No. 1 pursuant to a subsidiary guarantee.

On February 13, 2020, the Company entered into a second private placement transaction with Mr. Pickens for the issuance and sale of a secured promissory note (“Note No. 2”) to Mr. Pickens with a principal amount of $1.0 million. Interest on Note No. 2 shall accrue at 11% per annum. The principal amount and accrued interest on Note No. 2 shall become due and payable on the Maturity Date. The Company may prepay the principal amount and all accrued interest on Note No. 2 at any time prior to the Maturity Date. In connection with the issuance of Note No. 2, the Company, along with the Subsidiaries, entered into a second security agreement, dated as of February 13, 2020, with Mr. Pickens (the “Security Agreement No. 2”), pursuant to which the Company and the Subsidiaries granted to Mr. Pickens a security interest in all of the Company’s and the Subsidiaries’ Collateral, as such term is defined in Security Agreement No. 2. In addition, the Subsidiaries jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay Note No. 2 pursuant to a subsidiary guarantee.

On August 24, 2020, the Company and Mr. Pickens agreed to extend the Maturity Date of both the notes and payment of accrued interest to September 5, 2021.

On April 14, 2020, the Company entered into a promissory note under the Paycheck Protection Program “(PPP”) for $542 thousand (the “PPP Promissory Note”) with a commercial bank (the “Bank”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Promissory Note bears interest at a rate of 1.0% per annum. Payments are due monthly beginning November 10, 2020. The remaining principal amount of the PPP Promissory Note along with any unpaid interest is due on April 1, 2022. The principal and interest may be forgiven if the proceeds are used for forgivable purposes as defined by the terms in the PPP Promissory Note, and the Company has used the proceeds from the PPP Promissory Note for forgivable purposes as defined by the terms of the PPP Promissory Note. The Company has applied for forgiveness under the provisions of the CARES Act and escrowed the balance of the note with the lender. Forgiveness is subject to the sole approval of the Small Business Administration (“SBA”) and it may deny our application for forgiveness in whole or in part. Interest expense for the three and six months ended December 31, 2020 was approximately $1 thousand and $2 thousand, respectively.

On October 19, 2020, as required by the SBA prior to executing the First Purchase Agreement on October 21, 2020, the Company and the Bank entered into a Cash Reserve Agreement wherein the Company agreed to deliver to the Bank an amount equal to $542 thousand to be held in a separate restricted cash account in accordance with the terms and conditions of the Cash Reserve Agreement for the purpose of establishing a source of payment for the Company’s obligations to repay and/or obtain forgiveness of the PPP Promissory Note.

~~During~~For the three and ~~nine~~six months ended ~~March~~December 31, 2020 and 2019, the Company had one customer that ~~substantially~~materially comprised all of the Company’s revenue. During the three and nine months ended March 31, 2019, the Company recognized revenue from one customer. As of March 31, 2020, the Company’s trade accounts receivable balance was related to sales to a global shipping and logistics company.

The Company maintains funds in bank accounts that may exceed the limit insured by the Federal Deposit Insurance Corporation of $250 thousand per depositor. The risk of loss attributable to these uninsured balances is mitigated by depositing funds in what we believe to be high credit quality financial institutions. The Company has not experienced any losses in such accounts.

The Company’s stock option activity for the ~~nine~~six months ended ~~March~~December 31, 2020 is as follows:

The aggregate intrinsic value of options exercisable at ~~March~~December 31, 2020 was $0, as the fair value of the Company’s common stock is less than the exercise prices of these options. The remaining stock-based compensation expense of ~~$33~~$2 thousand related to stock options will be recognized over a weighted-average period of ~~0.57~~1.78 years.

The table below details the Company’s stock options outstanding as of ~~March~~December 31, 2020:

Compensation costs recognized related to stock option awards were ~~$43~~$0 and $41 thousand for ~~each of~~ the three months ended ~~March~~December 31, 2020, and 2019, respectively and ~~$128~~$1 thousand and $85 thousand for ~~each of~~ the ~~nine~~six months ended ~~March~~December 31, 2020 and ~~2019.~~2019, respectively.

The Company’s restricted stock activity for the ~~nine~~six months ended ~~March~~December 31, 2020, is as follows:

Stock compensation expenses related to restricted stock were ~~$52~~$46 thousand and ~~$64~~$42 thousand for the three months ended ~~March~~December 31, 2020, and 2019, respectively and ~~$154~~$90 thousand and ~~$77~~$102 thousand for the ~~nine~~six months ended ~~March~~December 31, 2020 and 2019, respectively. The remaining stock-based compensation expense of ~~$359~~$161 thousand related to restricted stock awards granted will be recognized over a weighted-average period of ~~1.74~~0.98 years.

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are more likely than not to be realized. As of ~~March~~December 31, 2020, the Company established a valuation allowance against all of its net deferred tax assets.

For the three months ended ~~March~~December 31, 2020 and 2019, the Company incurred pre-tax losses in the amount of ~~$2.1~~$1.6 million and ~~$2.3~~$2.1 million, respectively. For the ~~nine~~six months ended ~~March~~December 31, 2020 and 2019, the Company incurred pre-tax losses in the amount of ~~$6.2~~$3.7 million and ~~$6.7~~$4.2 million, respectively. The total effective tax rate was approximately 0% for the each of the three and ~~nine~~six months ended ~~March~~December 31, 2020 and 2019.

For each of the ~~nine~~six months ended ~~March~~December 31, 2020 and 2019, the Company’s effective tax rate differed from the federal statutory rate of 21%, primarily due to the valuation allowance placed against its net deferred tax assets.

The ~~Coronavirus Aid, Relief, and Economic Security (“CARES”)~~CARES Act was signed into law on March 27, 2020. The CARES Act provided certain tax relief measures including the acceleration of the alternative minimum tax (“AMT”) credit previously paid. The CARES Act allows for the acceleration of the refundable AMT credit up to 100% of the AMT credit. In ~~connection with its analysis of~~response to the impact of the CARES Act, ~~and pursuant to filing the Form 1139,~~ the Company ~~has reclassed~~received the ~~refundable~~remaining AMT credit of ~~$429K from long-term to short-term receivable and recorded no income tax effects on~~$429 thousand for AMT previously paid during the ~~other tax relief measures of the CARES Act.~~three months ended September 30, 2020.

taken or expected to be taken on a tax return. The Company had no unrecognized tax benefit for the three and ~~nine~~six months ended ~~March~~December 31, 2020 or 2019.

Loss carryovers are generally subject to modification by tax authorities until three years after they have been utilized; as such, the Company is subject to examination for the fiscal years ended ~~2000~~2001 through present for federal purposes and fiscal years ended 2006 through present for state purposes. ~~The reason for this extended examination period is due to the utilization of the loss carryovers generated by the sale of our Astrotech Space Operations business unit in fiscal year 2015.~~

The Company is subject to various lawsuits and other claims in the normal course of business. In addition, from time to time, the Company receives communications from government or regulatory agencies concerning investigations or allegations of noncompliance with laws or regulations in jurisdictions in which the Company operates.

The Company establishes reserves for the estimated losses on specific contingent liabilities, for regulatory and legal actions where the Company deems a loss to be probable and the amount of the loss can be reasonably estimated. In other instances, the Company is not able to make a reasonable estimate of liability because of the uncertainties related to the outcome or the amount or range of potential loss.

Litigation, Investigations, and Audits – We are not party to, nor are our properties the subject of, any material pending legal ~~proceedings or investigations.~~proceedings.

The Company currently has ~~one reportable business unit: 1~~^st ~~Detect Corporation. In prior periods, the Company had~~ two reportable business units: 1^st Detect Corporation and ~~Astral Images Corporation. As~~AgLAB Inc.

1^st Detect is a manufacturer of ~~March 31, 2020, Astral no longer meets~~explosives and narcotics trace detectors developed for use at airports, secured facilities, and borders worldwide.

AgLAB is developing a series of mass spectrometers for use in the ~~criteria~~agriculture market for ~~segment reporting as both its assets~~process control and ~~operations are minimal. For more information on key~~the detection of trace amounts of solvents and pesticides.

All intercompany transactions between business units have been eliminated in consolidation.

Key financial metrics of the Company’s segments ~~in prior reporting periods, refer to the Company’s Annual Report on Form 10-K for the year ended June 30, 2019.~~are as follows:

~~NASDAQ Notice~~Subsequent to the end of the second quarter of fiscal year 2021 and as of February 9, 2021, the Company has sold 1,139,323 shares of common stock pursuant to the Wainwright ATM Agreement. In connection with the sales of these shares of common stock, the Company has received net proceeds of approximately $3.5 million. The weighted-average sale price per shares was $3.14.

~~As previously noted by~~On February 11, 2021, the Company ~~in its Form 10-Q for the fiscal quarter ended December 31, 2019,~~entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein, pursuant to which the Company ~~was not~~agreed to issue and sell, in ~~compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because~~a registered direct offering (the “February Registered Offering”), 2,845,535 shares (the “Shares”) of the Company’s ~~stockholders’ equity was below the required minimum~~Common Stock at an offering price of $2.5 million at December 31, 2019. On February 18, 2020, the Company received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the required stockholder’s equity of $2.5 million.$3.25 per share.

The ~~Notice had no immediate effect on~~February Registered Offering resulted in gross proceeds of approximately $9.25 million before deducting the placement agent’s fees and related offering expenses.

Pursuant to an engagement agreement, dated July 23, 2020, as amended, the Company engaged the Placement Agent to act as the Company’s ~~listing on the Nasdaq Capital Market. On April 14, 2020, the Company submitted a plan to regain compliance~~exclusive placement agent in connection with the ~~minimum stockholders’ equity requirement. If~~February Registered Offering. The Company will also issue to the ~~Company’s plan~~Placement Agent, or its designees, warrants (the “Placement Agent’s Warrants”) to ~~regain compliance is accepted, Nasdaq may grant an extension of~~purchase up to ~~180 calendar days from~~199,187 shares of Common

Stock, which represents 6.0% of the Shares sold in the February Registered Offering. The Placement Agent’s Warrants have an exercise price of $4.06 per share, which represents 125% of the per share offering price of the Shares and a termination date of ~~the Notice to evidence compliance (the “Compliance Period”).~~

On April 14, 2020, the Company received the proceeds from a loan in the amount of $541,500 (the “PPP Loan”) from Pioneer Bank SSB (the “Lender”) pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration. The PPP Loan matures on April 1, 2022 and bears interest at a rate of 1.0% per annum. Commencing November 10, 2020, the Company is required to pay the Lender equal monthly payments of principal and interest as necessary to fully amortize by April 1, 2022 the principal amount outstanding on the PPP Loan as of October 14, 2020. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The PPP Loan is evidenced by a promissory note dated April 14, 2020, which contains various certifications and agreements related to the PPP, as well customary default and other provisions.February 11, 2026.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. Forward-looking statements may include the words “may,” “will,” “plans,” “believes,” “estimates,” “expects,” “intends,” and other similar expressions. Such statements are subject to risks and uncertainties that could cause our actual results to differ materially from those projected in the statements. Such risks and uncertainties include, but are not limited to:

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate; therefore, we cannot assure you that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described in our ~~2019~~2020 Annual Report on Form 10-K, elsewhere in this Quarterly Report on Form 10-Q, or in the documents incorporated by reference herein. Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events, or otherwise. In making these statements, we disclaim any obligation to address or update each factor in future filings with the Securities and Exchange Commission (“SEC”) or communications regarding our business or results, and we do not undertake to address how any of these factors may have caused changes to discussions or information contained in previous filings or communications. In addition, any of the matters discussed above may have affected our past results and may affect future results, so that our actual results may differ materially from those expressed in this Quarterly Report on Form 10-Q and in prior or subsequent communications.

ITEMITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the accompanying notes included in Part I, Item 1 of this Report.

Astrotech Corporation (Nasdaq: ASTC) (“Astrotech,” the “Company,” “we,” “us,” or “our”), a Delaware corporation organized in 1984, is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value.

The Company’s efforts are focused on commercializing its platform mass spectrometry technology through its wholly-owned subsidiaries:

ATI owns and licenses the AMS Technology, the platform mass spectrometry technology originally developed by 1^st Detect. The intellectual property includes 3732 granted patents and ~~five~~two additional patents in ~~process.~~process along with extensive trade secrets. With a number of diverse market opportunities for the core technology, ATI is structured to license the intellectual property for different fields of ~~use~~use. ATI currently licenses the AMS Technology to ~~the other~~three wholly-owned subsidiaries of Astrotech, including to 1^st Detect for use in the security and detection market, to AgLAB for use in the agriculture market, and to BreathTech for use in ~~the healthcare industry.~~breath analysis.

1^st Detect, aan exclusive licensee of ATI for the security and detection market, has developed the TRACER 1000™, the world’s first mass spectrometer (“MS”) based explosives trace detector (“ETD”) certified by the European Civil Aviation Conference (“ECAC”), designed to replace the ~~explosives trace detectors~~ETDs used at airports, cargo facilities, secured facilities, and borders worldwide. We believe that ~~government and airport~~ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”). We believe that IMS-based ETDs are fraught with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing unnecessary ~~passenger~~ delays, frustration, and ~~frustration,~~ significant wasted security ~~resources, and lack of security personnel confidence in ETDs.~~resources. In addition, there are hundreds of different types of explosives, but IMS-based ETDs have a very limited threat detection library reserved only for those several explosives of largest concern. Adding additional compounds to the detection library of an IMS-based ETD fundamentally reduces the instrument’s performance, further increasing the likelihood of false alarms. In contrast, adding additional compounds does not degrade the TRACER 1000’s detection capabilities, as it has a virtually unlimited and easily expandable threat library. With terrorist threats becoming more numerous, sophisticated, and lethal, security professionals have been looking for better instrumentation, and specifically for mass spectrometry, to address the evolving ~~threats.~~threats, but mass spectrometry has long been too expensive, too cumbersome, and not practical for security applications until the launch of the TRACER 1000.

~~Either Transportation Security Administration (“TSA”) or ECAC certification is necessary~~In order to sell the TRACER 1000 to airport and cargo security customers in the ~~airport market and~~European Union, ECAC certification is required. Certain other countries also accept ECAC certification. After receiving ECAC certification for the TRACER 1000 ~~received ECAC certification~~ on February 21, 2019, ~~for both passenger~~we are now marketing to and taking orders from airports and cargo ~~screening. After receiving ECAC certification, we can now sell the TRACER 1000 to the majority of airports~~facilities outside of the U.S.~~, including all of Europe.~~ that accept ECAC certification.

On June 26, 2019, the Company announced the official launch of the TRACER ~~1000. On~~1000, and on November 22, 2019, we announced our first commercial sale of TRACER 1000 units to a global shipping and logistics company. As the TRACER 1000 is the first MS-based ETD to have ever passed either U.S. or European regulatory testing, there has been considerable interest from prospective customers, which has yielded a number of successful demonstrations and field trials.

In the United States, we are working with ~~both TSA and TSA~~the Transportation Security Administration (“TSA”) towards Air Cargo ~~towards~~ certification. On March 27, 2018, ~~the Company~~we announced that the TRACER 1000 was accepted into TSA’s Air Cargo Screening Technology Qualification Test (“ACSQT”) and, on April 4, 2018, we announced that the TRACER 1000 was beginning testing with TSA for passenger screening at airports. On November 14, 2019, ~~Astrotech~~we announced that the TRACER 1000 had been selected by the TSA’s Innovation Task Force ~~(“ITF”)~~ to conduct live checkpoint screening at Miami International Airport. With similar protocols as ECAC testing, we have received valuable feedback from all programs. Following ECAC certification and the Company's early traction within the cargo market, testing for cargo security continued with the TSA. With the ~~current~~ COVID-19 ~~crisis,~~pandemic, all testing ~~with~~within the TSA was put on hold; however, cargo non-detection testing resumed this summer, and we subsequently announced on September 9, 2020 that the TRACER 1000 passed the non-detection testing portion of the TSA’s ACSQT. TSA cargo detection testing resumed this fall and continues to move forward. This is the next and final step to be listed on the Air Cargo Screening Technology List (“ACSTL”) as an “approved” device and, if approved, thereby approved for cargo sales in the United States. Given the deterioration in air traffic caused by the pandemic, TSA certification testing for passenger checkpoint security has been put on indefinite hold. ~~We expect to resume following~~

Finally, on October 28, 2020, the ~~path~~Company announced that it had surpassed $1.0 million in purchase orders for ~~ETD certification once TSA employees are allowed to return to work.~~the TRACER 1000 and an additional $1.0 million in future service and support commitments, also announcing DHL (Deutsche Post AG) as its largest flagship customer.

AgLAB, aan exclusive licensee of ATI ~~is developing~~for the agriculture market, has developed the AgLAB-1000™ series of mass spectrometers for ~~use~~process control and in the ~~agriculture industry for both chemical~~ detection of trace levels of solvents and ~~process control.~~pesticides. The AgLAB product line is a derivative of the Company’s core AMS Technology. The AMS Technology provides a significant competitive advantage due to its small size, rugged design, quick analysis, ease of use, and affordability. These attributes are valuable for agriculture applications in both ~~the field~~processing facilities and ~~processing facilities.~~

~~The AgLAB product line that is currently under development is the AGLAB-1000-D2 and the AGLAB-1000-C2. These systems are being designed for applications~~ in the ~~hemp and cannabis markets to maximize processing efficiencies and to detect pesticides.~~

~~COVID-19 has caused some disruptions in our supply chain and the completion of AgLAB test systems has been delayed.~~ field.

BreathTech, aan exclusive licensee of ATI for breath analysis, is developing the BreathTest-1000™, a breath analysis tool to screen for ~~volatile organic compound (“VOC”)~~VOC metabolites found in a person’s breath that could indicate they may have an infection, including ~~Coronavirus Disease 2019 (“COVID-19”)~~COVID-19 or pneumonia.

The product is being designed to test healthcare providers, factory floor workers, and the general public in drive-up testing facilities and to provide a result in less than one minute. It is also being designed to be easy to use with minimal training by low skill operators.

Development of the BreathTest-1000 follows the Company’s positive results in pre-clinical trials for the BreathDetect-1000™, a rapid ~~bedside~~self-serve breathalyzer that detects bacterial infections in the respiratory tract, including pneumonia. The pre-clinical trials were conducted in collaboration with UT Health San ~~Antonio.~~Antonio in 2017.

~~Astral Images (“Astral”) developed advanced film restoration and enhancement software. Although~~On October 20, 2020, we ~~believe Astral has developed valuable technology fortified by patents and trade secrets,~~announced a joint development agreement with the Cleveland Clinic Foundation to explore leveraging the BreathTest-1000 to rapidly screen for COVID-19 or related indicators. The goal of the agreement is to develop a non-invasive device that will use breath samples to identify COVID-19 strains, with the potential ~~market has not advanced as quickly as anticipated. Due~~ to ~~funding constraints, the Company’s primary focus remains~~provide a low-cost, self-service screening option that could be deployed on ~~the pursuit of opportunities for its platform mass spectrometry technology. Consequently, efforts are exclusively focused on strategic initiatives to facilitate the realization of Astral’s value.~~a large-scale.

In March 2020, the World Health Organization declared COVID-19 a global pandemic.

We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is ~~highly~~ uncertain and difficult to predict, as the responses that we, other businesses, and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a ~~local and/or~~prolonged global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, ~~the pandemic has caused supply chain issues as noted above~~we have seen delays with respect to ~~AgLAB~~the TSA certification process and ~~has impacted~~parts of our ~~revenue~~supply chain as ~~noted below.~~a result of COVID-19. In addition, with a reduction in air travel caused by the pandemic, we are seeing a reduction in near-term demand for ETDs at checkpoints.

It is possible that the continued spread of COVID-19 could cause further disruption in our supply chain; cause delay, or limit the ability of customers to perform, including in making timely payments to the Company; cause further delay in regulatory

certification testing of our instruments; impact investment performance; and cause other unpredictable events. The extent to which the COVID-19 pandemic may in the future materially impact on our financial condition, liquidity, or results of operations is uncertain.

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and assumptions are reviewed periodically. Actual results may differ from these estimates under different assumptions or conditions.

As of July 1, 2019, the Company adopted ASU 2016-02, Leases (“Topic 842”) using the modified retrospective method of adoption. Astrotech elected to use the transition option that allows the Company to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. Comparable periods continue to be presented under the guidance of the previous standard, Accounting Standards Codification (“ASC”) Topic 840. Topic 842 requires lessees to recognize a lease liability and right-of-use asset on the balance sheet for operating leases. The adoption of Topic 842 resulted in an adjustment to retained earnings of $230 thousand.

Three months ended ~~March~~December 31, 2020, compared to three months ended ~~March~~December 31, 2019:

Selected consolidated financial data for the quarters ended ~~March~~December 31, 2020, and 2019 is as follows:

Revenue – Total revenue ~~increased $118~~decreased $75 thousand during the third quarter of fiscal 2020, compared to the third quarter of fiscal 2019. Revenue generated in the third quarter of fiscal 2020 was related to the TRACER 1000 product launch. This is a deceleration from the second quarter of fiscal ~~2020~~2021, compared to the second quarter of fiscal 2020.The decrease was due to ~~delays~~the timing of orders. All of the revenue generated in the ~~acceptance~~second quarters of fiscal 2021 and 2020 was from the sales of our ~~products caused by COVID-19.~~TRACER 1000.

Cost of Revenue – Gross profit is comprised of revenue less cost of revenue. In the ~~third quarter~~second quarters of fiscal 2021 and 2020, cost of revenue was comprised of labor, materials, ~~overhead,~~shipping, warranty reserve, and ~~shipping~~overhead related to the ~~above sales.~~sale of TRACER 1000 units. Gross margin was in the single digits as we have low volume production and certain costs related to refining our product for the ~~third~~cargo environment. Gross margin should improve as we increase production and benefit from associated volume discounts, and as we further enhance our technology for the cargo environment. Gross margin remained consistent in the second quarter fiscal 2021, compared to the second quarter of fiscal 2020 was 6%, driven by the first-in-first-out (“FIFO”) inventory methodology where much of the inventory used to build the TRACER 1000 had R&D volume pricing. As we receive more purchase orders for the TRACER 1000, we expect the cost of materials to decline as we recognize the benefits of scale.2020.

Operating Expenses – ~~As a result of management’s ongoing commitment to optimize our resources, operating~~Operating expenses decreased ~~$257~~$488 thousand, or ~~11%~~24%, during the ~~third~~second quarter of fiscal ~~2020,~~2021, compared to the ~~third~~second quarter of fiscal ~~2019.~~ 2020. Significant changes to operating expenses include the following:

Income Taxes – Income tax benefit ~~decreased $858 thousand~~did not change during the third quarter of fiscal 2020, compared to the third quarter of fiscal 2019 due to the recognition of an Alternative Minimum Tax (“AMT”) credit in the prior period. Half of the AMT credit was received in the second quarter of fiscal ~~2020 and~~2021, compared to the ~~remainder is expected to be received during the first~~second quarter of fiscal ~~2021.~~2020. The realization of tax benefits depends on the existence of future taxable income. Pursuant to ASC 740 “Income Taxes” ~~(“ASC 740”)~~, a valuation allowance has been established on all of the Company’s deferred tax assets.

Six months ended ~~March~~December 31, 2020, compared to ~~nine~~six months ended ~~March~~December 31, 2019:

Selected consolidated financial data for the ~~nine~~six months ended ~~March~~December 31, 2020, and 2019 is as follows:

Revenue – Total revenue increased ~~$284~~$64 thousand during the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the ~~nine~~six months ended ~~March~~December 31, 2019. ~~During the nine months ended March 31, 2020, substantially all of the revenue generated was related to the TRACER 1000 product launch.~~ All of the material revenue generated during each of the ~~nine~~six months ended ~~March~~December 31, 2020 and 2019 was ~~associated with Astral’s now-discontinued agreement with ColorTime, a post-production house specializing in media content creation, restoration, and distribution.~~from the sales of our TRACER 1000 units.

Cost of Revenue – Gross profit is comprised of revenue less cost of revenue. During each of the ~~nine~~six months ended ~~March~~December 31, 2020 and 2019, cost of revenue was comprised of labor, materials, overhead, ~~travel,~~warranty reserve, and shipping related to the above sales. ~~During~~Gross margin increased to 11% during the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the six months ended December 31, 2019, ~~cost of revenue~~as the margin in the prior period was ~~comprised of labor related to the agreement with ColorTime. Gross margin for the nine months ended March 31, 2020 was 5%,~~ driven by the FIFO inventory methodology where much of the inventory used to build the TRACER 1000 had R&D volume pricing. ~~As we receive more purchase orders for the TRACER 1000, we expect the cost of materials to decline as we recognize the benefits of scale.~~

Operating Expenses – ~~As a result of management’s ongoing commitment to optimize our resources, operating~~Operating expenses decreased ~~$581~~$466 thousand, or 9%11%, during the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the ~~nine~~six months ended ~~March~~December 31, 2019.Significant changes to operating expenses include the following:

Income Taxes – Income tax benefit ~~decreased $858 thousand~~did not change during the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the ~~nine~~six months ended ~~March~~December 31, 2019 due to the recognition of the AMT credit in the prior period. Half of the AMT credit was received in the second quarter of fiscal 2020 and the remainder is expected to be received during the first quarter of fiscal 2021.The2019. The realization of tax benefits depends on the existence of future taxable income. Pursuant to ASC 740 “Income Taxes”, a valuation allowance has been established on all of the Company’s deferred tax assets.

As of ~~March~~December 31, 2020, we held cash and cash equivalents ~~of $4.7 million~~ and restricted cash of ~~$0.1~~$22.7 million, and our working capital was approximately ~~$2.0~~$18.8 million. As of June 30, ~~2019,~~2020, we had cash and cash equivalents of ~~$1.6~~$3.3 million, and our working capital was approximately ~~$1.9~~$0.3 million. Cash and cash equivalents ~~and restricted cash~~ increased ~~$3.2~~$19.3 million as of ~~March~~December 31, 2020, compared to June 30, ~~2019,~~2020, due to ~~sales~~public offerings of ~~shares of the Company’s~~ common stock ~~in two registered direct offerings and notes payable from a related party,~~with net proceeds of approximately $21.8 million, partially offset by funding our normal operating activities and research and development initiatives.

Cash used in operating activities decreased ~~$1.6~~$0.9 million for the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the ~~nine~~six months ended ~~March~~December 31, 2019, primarily due to a reduction in our expenses as well as ~~an increase~~a decrease in ~~deferred~~accounts receivable from receiving the remaining alternative minimum tax ~~asset due to the refundable credit of previously paid AMT.~~(“AMT”) credit.

Cash ~~provided by~~used in investing activities ~~decreased $3.6 million~~increased $16 thousand for the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the ~~nine~~six months ended ~~March~~December 31, 2019, due to ~~liquidating our available-for-sale investments in the first quarter~~purchases of ~~fiscal 2019.~~equipment.

Cash provided by financing activities increased ~~$4.2~~$19.1 million for the ~~nine~~six months ended ~~March~~December 31, 2020, compared to the ~~nine~~six months ended ~~March~~December 31, 2019, due to the ~~sales~~net proceeds from sale of common stock of $21.8 million in the current period, compared to a note payable from a related party as well as the sale of shares of ~~the Company’s~~ common stock through an “at the market offering” programin ~~two registered direct offerings for net proceeds of approximately $4.5 million.~~the prior period.

As of March 31, 2020, we had cash and cash equivalents and restricted cash of $4.8 million, and our working capital was approximately $2.0 million. Restricted cash consists of two letters of credit relating to purchase ordersOur annual report on Form 10-K for ~~the TRACER 1000 product. For~~ the fiscal year ~~2019, the Company reported a net loss of $7.5 million and net cash used in operating activities of $8.5 million. For the nine months~~ ended ~~March 31,~~June 30, 2020 ~~the Company reported a net loss of $6.2 million and net cash used in operating activities of $5.0 million. These factors raise~~indicated substantial doubt ~~about the Company’s~~as to our ability to continue as a going concern.

~~The Company remains resolute in identifying the optimal solution~~ On October 23, 2020, we completed a public offering of our common stock, raising gross proceeds of $18.0 million, and on October 30, 2020, we also completed a registered direct offering of our common stock, raising gross proceeds of $6.2 million. We believe this solves our liquidity issue, and we no longer have substantial doubt about our ability to ~~its~~continue as a going concern. We will continue to evaluate opportunities to further strengthen our liquidity, ~~issue. The Company is currently evaluating several potential sources for additional liquidity. These include, but are not limited to,~~including selling the Company or a portion thereof, licensing some of our technology, raising additional funds through the capital markets, debt financing, equity financing, merging, or engaging in a strategic partnership. On February 13, 2020, the Company entered into a private placement transaction with Mr. Pickens for the issuance and sale of a secured promissory note to Mr. Pickens with a principal amount of $1.0 million. From November 8, 2019 through March 25, 2020, the Company sold 793,668 shares of common stock pursuant to an At-the-Market Issuance Sales Agreement (“ATM Agreement”) with B. Riley FBR through the ATM Offering under which B. Riley FBR acted as the sales agent. In connection with the sale of these shares of common stock, the Company received net proceeds of $2.3 million. The weighted-average sale price per share was $3.04. On March 25, 2020, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 354,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $5.00 per share resulting in net proceeds of approximately $1.6 million. On March 27, 2020, the Company entered into

a second securities purchase agreement with certain purchasers named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 873,335 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $3.75 per share resulting in net proceeds of approximately $2.9 million. On April 14, 2020, the Company received the proceeds from a loan in the amount of $541,500 (the “PPP Loan”) from Pioneer Bank SSB (the “Lender”) pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act administered by the U.S. Small Business Administration. The PPP Loan matures on April 1, 2022 and bears interest at a rate of 1.0% per annum.

~~The Company is currently evaluating potential offerings of~~ any combination of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. However, additional funding may not be available when needed or on terms acceptable to us. If we are unable to generate funding within a reasonable timeframe, we may have to delay, reduce or terminate our research and development programs, limit strategic opportunities, or curtail our business activities. ~~Astrotech’s consolidated financial statements as of March 31, 2020 do not include any adjustments that might result from the outcome of this uncertainty.~~

100% of the AMT credit. In ~~connection with our analysis of~~response to the impact of the CARES Act, ~~and pursuant to filing~~ the ~~Form 1139, we have reclassed~~Company received the ~~refundable~~remaining AMT credit of ~~$429K from long-term to short-term receivable and recorded no income tax effects on~~$429 thousand for AMT previously paid during the ~~other tax relief measures of the CARES Act.~~three months ended September 30, 2020.

FASB ASC 740, “Income Taxes” addresses the accounting for uncertainty in income tax recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. The Company had no unrecognized tax benefit for the three and ~~nine~~six months ended ~~March~~December 31, 2020 or 2019.

We did not have any off-balance sheet arrangements as of ~~March~~December 31, 2020, or June 30, ~~2019.~~2020.

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report. Based on the evaluation and criteria of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

There ~~were~~was no ~~changes~~change in our internal control over financial reporting ~~(as defined in Rule 13a-15(f) under~~during the ~~Exchange Act) during~~ ~~the nine~~six months ended ~~March~~December 31, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

As of ~~March~~December 31, 2020, we are not involved in any pending or threatened legal proceedings that we believe could reasonably be expected to have a material adverse effect on our financial condition, results of operations, or cash flows. From time to time, we are subject to legal proceedings and business disputes involving ordinary routine legal matters and claims incidental to our business. The ultimate legal and financial liability with respect to such matters generally cannot be estimated with certainty and requires the use of estimates in recording liabilities for potential litigation settlements or awards against us. Estimates for losses from litigation are made after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, we may be required to record either more or less litigation expense.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future, and as a result, investors in our common stock could incur substantial losses.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. By way of example, on February 1, 2021, the price of our common stock closed at $2.11 per share, while on February 10, 2021, our stock price closed at $4.05 per share with no discernable announcements or developments by the Company or third parties. On January 14, 2021, the intra-day sales price of our common stock fluctuated between a reported low sale price of $2.24 and a reported high sales price of $2.58. We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects. In addition, the recent outbreak of the novel strain of coronavirus (COVID-19) has caused broad stock market and industry fluctuations. The stock market in general and the market for companies such as ours in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience losses on their investment in our common stock. The market price for our common stock may be influenced by many factors, including the following:

These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance. Further, recent increases are significantly inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value, including our loss per share of $1.31 and $0.27 for our fiscal year ended June 30, 2020 and the three months ended September 30, 2020. Since the stock price of our common stock has fluctuated

in the past, has been recently volatile and may be volatile in the future, investors in our common stock could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and ~~cash flows may~~growth prospects. There can be ~~impacted by a number~~no guarantee that our stock price will remain at current levels or that future sales of ~~factors, many of which are beyond~~ our ~~control, including~~common stock will not be at prices lower than those ~~set forth in our Form 10-K, the occurrence of any one of which could have a material adverse effect on our actual results.~~sold to investors.

~~There~~Additionally, securities of certain companies have ~~been no material changes~~recently experienced significant and extreme volatility in stock price due short sellers of shares of common stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in both the stock prices of those companies and in the market, and have led to the ~~Risk Factors previously disclosed~~price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment, as in many cases the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our ~~Form 10-K, except as noted below.~~

~~No assurances~~shares would be the target of a short squeeze, there can be ~~given~~no assurance that we ~~will~~won’t be ~~able to successfully develop the BreathTest-1000™.~~

Our business strategy outlines the use of the decades of experience we have accumulated to expand the services and products we offer to both U.S. government agencies and commercial industries. These services and products involve new and untested technologies and business models. These technologies and business models may not be successful, which could result in the ~~loss~~future, and you may lose a significant portion or all of ~~any~~your investment ~~we make in developing them, including the development of the BreathTest-1000™.~~

~~Furthermore, we are subject to risks including, but not limited to, the following with respect to the development of the BreathTest-1000™:~~

We face various risks related to health epidemics, pandemics, and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations, and/or cash flows.

We face various risks related to health epidemics, pandemics, and similar outbreaks, including the global outbreak of COVID-19. In recent weeks, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which increases the cost of capital and adversely impacts access to capital. If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, facility closures, or other restrictions in connection with the COVID-19 pandemic, our operations will likely be impacted. We may be unable to perform fully on our contracts and our costs may increase as a result of the COVID-19 outbreak. These cost increases may not be fully recoverable or adequately covered by insurance.

It is possible that the continued spread of COVID-19 could also further cause disruption in our supply chain; cause delay, or limit the ability of customers to perform, including in making timely payments to us; cause delay in regulatory certification testing of our instruments; impact investment performance; and cause other unpredictable events.

We continue to work with our stakeholders (including customers, employees, suppliers, and local communities) to responsibly address this global pandemic. We continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences.

~~We cannot at this time predict the impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, financial position, results of operations, and/or cash flows.~~

On ~~March 27 and March 30,~~October 28, 2020, the Company issued the Placement Agent Warrants No. 2 to the Placement Agent. The Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants have not been registered under the Securities Act and were issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof.

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 thereunto duly authorized.

Delaware		91-1273737
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

~~201 West 5th Street,~~2028 E. Ben White Blvd., Suite ~~1275,~~240-9530, Austin, Texas		~~78701~~78741
Address of Principal Executive Offices		Zip Code

		Page
PART I:	FINANCIAL INFORMATION	43

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	43
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1918
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2523
ITEM 4.	CONTROLS AND PROCEDURES	2523

PART II:	OTHER INFORMATION	2624

ITEM 1.	LEGAL PROCEEDINGS	2624
ITEM 1A.	RISK FACTORS	2624
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2724
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2724
ITEM 4.	MINE SAFETY DISCLOSURES	2724
ITEM 5.	OTHER INFORMATION	2724
ITEM 6.	EXHIBITS	2825

(In thousands)	December 31, 2020			June 30, 2020
Furniture, fixtures, equipment & leasehold improvements	$	1,943		$	2,522
Software		315			326
Capital improvements in progress		—			—
Gross property and equipment		2,258			2,848
Accumulated depreciation		(2,173	)		(2,512	)
Property held for disposal, net		—			(237	)
Property and equipment, net	$	85		$	99

	Shares (In thousands)		Weighted Average Exercise Price		Aggregate Fair Market Value at Issuance (In thousands)		Weighted Average Remaining Contractual Term (Years)
Outstanding June 30, 2020		86	$	5.14	$	194		4.74
Warrants issued		643		2.82		1,256		4.81
Warrants exercised		—		—		—		—
Warrants expired		—		—		—		—
Outstanding December 31, 2020		729	$	3.10	$	1,450		4.74

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
Emerging growth company	☐

	Preferred Stock
	Class C				Class D				Common Stock
	Number of Shares Outstanding		Amount		Number of Shares Outstanding		Amount		Number of Shares Outstanding			Amount		Treasury Stock Amount			Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at June 30, 2019		281	$	—		281	$	—		5,775		$	190,571	$	(4,129	)	$	7,964		$	(191,698	)	$	—	$	2,708
Adjustment to opening retained earnings related to adoption of ASC Topic 842		—		—		—		—		—			—		—			—			230			—		230
Issuance of shares, net of offering issuance costs of $7		—		—		—		—		146			—		—			321			—			—		321
Stock-based compensation		—		—		—		—		—			—		—			78			—			—		78
Restricted stock issuance		—		—		—		—		5			26		—			—			—			—		26
Net loss		—		—		—		—		—			—		—			—			(2,068	)		—		(2,068	)
Balance at September 30, 2019		281	$	—		281	$	—		5,926		$	190,597	$	(4,129	)	$	8,363		$	(193,536	)	$	—	$	1,295
Issuance of stock, net of offering issuance costs of $19		—		—		—		—		433			1		—			951			—			—		952
Stock-based compensation		—		—		—		—		—			—		—			97			—			—		97
Cancellation of restricted stock		—		—		—		—		(11	)		—		—			(11	)		—			—		(11	)
Forfeiture of stock-based compensation		—		—		—		—		—			—		—			(3	)		—			—		(3	)
Net loss		—		—		—		—		—			—		—			—			(2,083	)		—		(2,083	)
Balance at December 31, 2019		281		—		281		—		6,348		$	190,598	$	(4,129	)	$	9,397		$	(195,619	)	$	—	$	247
Issuance of stock, net of offering issuance costs of $667		—		—		—		—		1,227			1		—			4,376			—			—		4,377
Stock-based compensation		—		—		—		—		—			—		—			95			—			—		95
Net loss		—		—		—		—		—			—		—			—			(2,068	)		—		(2,068	)
Balance at March 31, 2020		281		—		281		—		7,575		$	190,599	$	(4,129	)	$	13,868		$	(197,687	)	$	—	$	2,651

(In thousands)	Classification on the Condensed Consolidated Balance Sheet	March 31, 2020		Classification on the Condensed Consolidated Balance Sheet	December 31, 2020
Assets:
Operating lease assets	Operating leases, right-of-use assets, net	$	937	Operating leases, right-of-use assets, net	$	72
Financing lease assets	Property and equipment, net		52	Property and equipment, net		52
Total lease assets		$	989		$	124

Liabilities:
Current:
Operating lease obligations	Lease liabilities, current	$	317	Lease liabilities, current	$	72
Financing lease obligations	Lease liabilities, current		9	Lease liabilities, current		10
Non-current:
Operating lease obligations	Lease liabilities, non-current		668	Lease liabilities, non-current		8
Financing lease obligations	Lease liabilities, non-current		43	Lease liabilities, non-current		34
Total lease liabilities		$	1,037		$	124

(In thousands)
For the Year Ended June 30,	Operating Leases		Financing Leases		Total		Operating Leases		Financing Leases		Total
2020	$	101	$	3	$	104
2021		413		12		425	$	72	$	6	$	78
2022		388		12		400		6		12		18
2023		219		12		231		6		12		18
2024		37		12		49		—		12		12
2025								—		8		8
Thereafter		—		9		9		—		—		—
Total lease obligations		1,158		60		1,218		84		50		134
Less: imputed interest		173		8		181		4		6		10
Present value of net minimum lease obligations		985		52		1,037		80		44		124
Less: lease liabilities - current		317		9		326		72		10		82
Lease liabilities - non-current	$	668	$	43	$	711	$	8	$	34	$	42

					Number of Shares Underlying Warrants
Issue Date	Classification	Exercise Price		Expiration Date	December 31, 2020		June 30, 2020
March 26, 2020	Equity	$	6.25	March 25, 2025		24,780		24,780
March 30, 2020	Equity	$	4.69	March 27, 2025		61,133		61,133
October 23, 2020	Equity	$	2.89	October 21, 2025		469,565		—
October 28, 2020	Equity	$	2.69	October 28, 2025		173,274		—
Total Outstanding						728,752		85,913

	Shares (in thousands)			Weighted Average Exercise Price		Shares (in thousands)			Weighted Average Exercise Price
Outstanding at June 30, 2019		324		$	5.71
Outstanding at June 30, 2020							325		$	5.68
Granted		10			1.85		—			—
Exercised		—			—		—			—
Canceled or expired		(8	)		4.07		(4	)		5.30
Outstanding at March 31, 2020		326		$	5.68
Outstanding at December 31, 2020							321		$	5.68

Range of exercise prices	Number Outstanding		Options Outstanding Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Number Exercisable		Options Exercisable Weighted- Average Exercise Price		Number Outstanding		Options Outstanding Weighted- Average Remaining Contractual Life (years)		Weighted- Average Exercise Price		Number Exercisable		Options Exercisable Weighted- Average Exercise Price
$1.85 – 3.55		76,500		3.03	$	3.43		66,500	$	3.43		76,500		2.28	$	3.43		66,500	$	3.43
$5.30 – 5.85		119,653		7.11		5.48		76,909		5.49		114,725		6.36		5.49		113,203		5.49
$6.00 – 8.35		130,000		4.65		7.19		86,000		6.59		130,000		3.89		7.19		86,000		6.59
$1.85 – 8.35		326,153		5.17	$	5.68		229,409	$	5.31		321,225		4.39	$	5.68		265,703	$	5.33

	Shares (in thousands)			Weighted Average Grant-Date Fair Value		Shares (in thousands)			Weighted Average Grant-Date Fair Value
Outstanding at June 30, 2019		208		$	4.06
Outstanding at June 30, 2020							133		$	3.95
Granted		5			2.47		—			—
Vested		(63	)		3.77		(54	)		1.79
Canceled or expired		(11	)		3.97		(23	)		5.40
Outstanding at March 31, 2020		139		$	3.96
Outstanding at December 31, 2020							56		$	3.92

	Three Months Ended December 31, 2020							Three Months Ended December 31, 2019
(In thousands)	Revenue		Depreciation		Loss before Income Taxes			Revenue		Depreciation		Loss before Income Taxes
1st Detect	$	130	$	15	$	(841	)	$	205	$	58	$	(2,083	)
AgLAB		—		—		(781	)		—		—		—
Total	$	130	$	15	$	(1,622	)	$	205	$	58	$	(2,083	)

	Six Months Ended December 31, 2020							Six Months Ended December 31, 2019
(In thousands)	Revenue		Depreciation		Loss before Income Taxes			Revenue		Depreciation		Loss before Income Taxes
1st Detect	$	270	$	37	$	(2,251	)	$	206	$	117	$	(4,151	)
AgLAB		—		—		(1,482	)		—		—		—
Total	$	270	$	37	$	(3,733	)	$	206	$	117	$	(4,151	)

	Three Months Ended March 31,						Three Months Ended December 31,
(In thousands)	2020			2019			2020			2019
Revenue	$	118			—		$	130		$	205
Cost of revenue		111			—			128			196
Gross profit		7			—			2			9
Gross margin		6	%		—	%		2	%		4	%
Operating expenses:
Selling, general and administrative		1,193			1,238			803			1,110
Research and development		814			1,026			758			939
Total operating expenses		2,007			2,264			1,561			2,049
Loss from operations		(2,000	)		(2,264	)		(1,559	)		(2,040	)
Interest and other expense, net		(68	)		12			(63	)		(43	)
Income tax benefit		—			858			—			—
Net loss	$	(2,068	)	$	(1,394	)	$	(1,622	)	$	(2,083	)

Exhibit No.	Description	Incorporation by Reference
1.1	At the Market Offering Agreement, dated December 18, 2020, by and between Astrotech Corporation and H.C. Wainwright & Co., LLC	Exhibit 1.1 to Form 8-K filed on December 18, 2020.

4.1	~~Promissory Note due September 5, 2020.~~Form of Placement Agent’s Warrant	Exhibit 4.1 to Form 8-K filed on ~~February 18, 2020~~October 23, 2020.

4.2	Form of Placement ~~Agent's~~Agent’s Warrant ~~issued on March 27, 2020.~~	Exhibit 4.1 to Form 8-K filed on ~~March 26, 2020~~

~~4.3~~	~~Form of Placement Agent's Warrant, issued on March~~October 30, 2020.	~~Exhibit 4.1 to Form 8-K filed on March 30, 2020~~

10.1	~~Security~~Securities Purchase Agreement ~~dated February 13, 2020, by and among the Company, certain of the Company’s subsidiaries and Thomas B. Pickens III.~~	Exhibit 10.1 to Form 8-K filed on ~~February 18, 2020~~October 23, 2020.

10.2	~~Subsidiary Guarantee, dated February 13, 2020, made by certain~~Form of ~~the Company’s subsidiaries in favor of Thomas B. Pickens III.~~Securities Purchase Agreement	Exhibit ~~10.2~~10.1 to Form 8-K filed on ~~February 18, 2020~~October 30, 2020.

~~10.3~~99.1	~~Form of Securities Purchase~~Joint Development and Option Agreement, dated ~~March 25, 2020.~~October 20, 2020	Exhibit ~~10.1~~99.1 to Form 8-K filed on ~~March 26, 2020~~October 20, 2020.

~~10.4~~99.2	~~Form of Securities Purchase~~Cash Reserve Agreement, dated ~~March 27, 2020.~~October 19, 2020	Exhibit ~~10.1~~99.3 to Form 8-K filed on ~~March 30, 2020~~October 20, 2020.

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.	Filed herewith.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.	Filed herewith.

32.1	Certification pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934.	Filed herewith.

~~99.1~~	~~Press Release, dated March 25, 2020.~~	~~Exhibit 99.1 to Form 8-K filed on March 26, 2020~~

~~99.2~~	~~Press Release, dated March 27, 2020.~~	~~Exhibit 99.1 to Form 8-K filed on March 30, 2020~~

101	The following financial information from the Company’s Quarterly Report on Form 10-Q, for the period ended ~~March~~December 31, 2020 formatted in eXtensible Business Reporting Language: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations, (iii) Unaudited Condensed Consolidated Statements of Cash Flows, (iv) Notes to Unaudited Condensed Consolidated Financial Statements.	Filed herewith.

		Astrotech Corporation



Date: ~~May 14, 2020~~February 16, 2021		/s/ Eric Stober
		Eric Stober
		Chief Financial Officer and Principal Accounting Officer

Weighted-average remaining lease term (years):

Operating leases

~~2.8~~0.3

Financing leases

~~4.9~~4.2

Weighted-average discount rate:

Operating leases

Financing leases