Item 8.01. Other Events.
As previously disclosed by Astrotech Corporation (the "Company"), on April 15,
2021, a putative stockholder of the Company (the "Plaintiff") commenced a class
action and derivative lawsuit (the "Delaware Action") in the Delaware Court of
Chancery (the "Court"), titled Stein v. Pickens, et al., C.A. No.
2021-0322-NAC. The Plaintiff in the Delaware Action alleged, among other
things, that the Company improperly included broker non-votes in the tabulation
of votes counted in favor to approve an amendment to the Company's Certificate
of Incorporation (the "2020 Certificate Amendment") and, thus the 2020
Certificate Amendment was defective. As previously disclosed, any potential
defect in the 2020 Certificate Amendment was remedied through a Validity Order
entered by the Court on October 6, 2021, pursuant to Section 205 of the Delaware
General Corporation Law.
On February 11, 2022, the parties to the Delaware Action entered into a
Stipulation and Agreement of Settlement (the "Settlement Agreement") to resolve
the Delaware Action and subsequently amended the Settlement Agreement on
December 22, 2022. The Settlement Agreement, as amended, contained customary
releases and requires the Company to implement certain corporate governance
measures as reflected therein. On February 13, 2023, the Court approved the
settlement, awarded the Plaintiff's attorneys' fees and expenses of $290,000,
and entered a final order and judgment dismissing the Delaware Action with
prejudice. The parties to the settlement recognize that entry into the
settlement does not constitute an admission of liability, wrongdoing, or any
matter of fact or law.
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