##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 0-27206
 Astrotech Corporation
  Washington
(State or other jurisdiction 
of incorporation or organization)
    
    91-1273737
(I.R.S. Employer
Identification No.)
 401 Congress Avenue, Suite 1650
Austin, Texas 78701
 (512) 485-9530
 þ o
 Yes o
No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



ASTROTECH CORPORATION AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATION
    
    
    2ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
    
    2ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
    
    
    15ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    20ITEM 4. CONTROLS AND PROCEDURES
    
    
    20PART II: OTHER INFORMATION
    
    
    20ITEM 1. LEGAL PROCEEDINGS
    
    
    20ITEM 1A. RISK FACTORS
    
    
    20ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    21ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    21ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    22ITEM 5. OTHER INFORMATION
    
    
    22ITEM 6. EXHIBITS
    
    
    23Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 31.1Exhibit 31.2Exhibit 32
   1




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##### Table of Contents



PART I: FINANCIAL INFORMATION
 
  ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
 March 31,
    
    
    June 30,2010
    
    
    2009(unaudited)AssetsCurrent assetsCash and cash equivalents
    
    $
    6,253
    
    
    $
    4,730Accounts receivable, net
    
    
    8,270
    
    
    
    12,279Short-term note receivable, net
    
    
    675
    
    
    
    Prepaid expenses and other current assets
    
    
    955
    
    
    
    591Total current assets
    
    
    16,153
    
    
    
    17,600Property & equipment, net
    
    
    39,972
    
    
    
    40,226Other assets, net
    
    
    34
    
    
    
    402Long-term note receivable, net
    
    
    
    
    
    
    691Total assets
    
    $
    56,159
    
    
    $
    58,919Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    650
    
    
    $
    2,965Accrued liabilities and other
    
    
    2,161
    
    
    
    2,356Deferred revenue
    
    
    1,271
    
    
    
    3,594Term note payable
    
    
    3,415
    
    
    
    267Senior convertible notes payable- 5.5%
    
    
    5,111
    
    
    
    Other
    
    
    72
    
    
    
    Total current liabilities
    
    
    12,680
    
    
    
    9,182Deferred revenue
    
    
    598
    
    
    
    649Term note payable, net of current portion
    
    
    
    
    
    
    3,324Senior convertible notes payable- 5.5%
    
    
    
    
    
    
    5,111Other
    
    
    
    
    
    
    105Total liabilities
    
    
    13,278
    
    
    
    18,371Stockholders EquityPreferred stock, no par value, convertible,
2,500,000 authorized
shares, 0 issued and
outstanding shares, at March 31, 2010 and
June 30, 2009
    
    
    
    
    
    
    Common
stock, no par value, 75,000,000 shares
authorized 16,953,511 and 16,754,378
shares issued at March 31, 2010 and June 30,
2009, respectively
    
    
    183,459
    
    
    
    183,341Treasury stock, 311,660 shares at cost
    
    
    (237
    )
    
    
    (237
    )Additional paid-in capital
    
    
    934
    
    
    
    1,663Retained deficit
    
    
    (142,388
    )
    
    
    (144,219
    )Noncontrolling Interest
    
    
    1,113
    
    
    
    Total stockholders equity
    
    
    42,881
    
    
    
    40,548Total liabilities and stockholders equity
    
    $
    56,159
    
    
    $
    58,919
   2




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009(unaudited)
    
    
    (unaudited)Revenue
    
    $
    6,647
    
    
    $
    11,849
    
    
    $
    22,489
    
    
    $
    21,608Costs of revenue
    
    
    3,360
    
    
    
    4,825
    
    
    
    8,962
    
    
    
    11,593Gross profit
    
    
    3,287
    
    
    
    7,024
    
    
    
    13,527
    
    
    
    10,015Operating expenses:Selling, general and administrative
    
    
    3,170
    
    
    
    2,671
    
    
    
    9,515
    
    
    
    6,520Research and development
    
    
    1,117
    
    
    
    553
    
    
    
    2,119
    
    
    
    1,636Total operating expenses
    
    
    4,287
    
    
    
    3,224
    
    
    
    11,634
    
    
    
    8,156Income (loss) from operations
    
    
    (1,000
    )
    
    
    3,800
    
    
    
    1,893
    
    
    
    1,859Gain on notes repurchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    665Interest and other expense, net
    
    
    (26
    )
    
    
    (105
    )
    
    
    (366
    )
    
    
    (329
    )Income (loss) before income taxes
    
    
    (1,026
    )
    
    
    3,695
    
    
    
    1,527
    
    
    
    2,195Income tax expense
    
    
    53
    
    
    
    (93
    )
    
    
    (22
    )
    
    
    (93
    )Net income (loss)
    
    
    (973
    )
    
    
    3,602
    
    
    
    1,505
    
    
    
    2,102Less: Net loss
attributable to noncontrolling interest
    
    
    (326
    )
    
    
    
    
    
    
    (326
    )
    
    
    Net income (loss) attributable to Astrotech
Corporation
    
    $
    (647
    )
    
    $
    3,602
    
    
    $
    1,831
    
    
    $
    2,102Net income (loss) per share-basic
    
    $
    (0.04
    )
    
    $
    0.22
    
    
    $
    0.11
    
    
    $
    0.13Weighted average common shares outstanding,
basic
    
    
    16,610
    
    
    
    16,547
    
    
    
    16,531
    
    
    
    16,444Net income (loss) per share, diluted
    
    $
    (0.04
    )
    
    $
    0.21
    
    
    $
    0.10
    
    
    $
    0.12Weighted average common shares outstanding,
diluted
    
    
    16,610
    
    
    
    17,316
    
    
    
    18,278
    
    
    
    16,867
   3




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ASTROTECH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
 Nine Months EndedMarch 31,2010
    
    
    2009(unaudited)Cash flows from operating activitiesNet income
    
    $
    1,505
    
    
    $
    2,102Adjustments to reconcile net income to net cash provided by operating activities:Stock-based compensation
    
    
    753
    
    
    
    251Depreciation and amortization
    
    
    1,601
    
    
    
    1,687Gain on note repurchase
    
    
    
    
    
    
    (665
    )Other
    
    
    
    
    
    
    27Changes in assets and liabilities:Accounts receivable
    
    
    4,009
    
    
    
    (5,530
    )Deferred revenue
    
    
    (2,374
    )
    
    
    1,673Accounts payable
    
    
    (2,315
    )
    
    
    (859
    )Advances for construction contract
    
    
    
    
    
    
    (4,568
    )Restricted cash
    
    
    
    
    
    
    5,162Other assets and liabilities
    
    
    (184
    )
    
    
    723Net cash provided by operating activities
    
    
    2,995
    
    
    
    3Cash flows from investing activitiesPurchases of property, equipment and leasehold improvements
    
    
    (1,347
    )
    
    
    (538
    )Net cash used in investing activities
    
    
    (1,347
    )
    
    
    (538
    )Cash flows from financing activitiesProceeds from issuance of common stock
    
    
    75
    
    
    
    Proceeds received from revolving credit facility, net of prepayments
    
    
    
    
    
    
    550Repurchase of Treasury Stock
    
    
    
    
    
    
    (120
    )Term loan payment
    
    
    (200
    )
    
    
    (200
    )Repurchase of notes
    
    
    
    
    
    
    (1,085
    )Net cash used in financing activities
    
    
    (125
    )
    
    
    (855
    )Net change in cash and cash equivalents
    
    
    1,523
    
    
    
    (1,390
    )Cash and cash equivalents at beginning of period
    
    
    4,730
    
    
    
    2,640Cash and cash equivalents at end of period
    
    $
    6,253
    
    
    $
    1,250Supplemental disclosures of cash flow information:Cash paid for interest
    
    $
    278
    
    
    $
    388Cash paid for income taxes
    
    
    
    
    
    
    
   4




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 Notes to Unaudited Condensed Consolidated Financial Statements
 1. Description of the Company and Operating Environment
   Our Business Units
 Astrotech Space Operations, Inc.
 Spacetech st
 2. Basis of Presentation
     5




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3. Noncontrolling Interest
  Noncontrolling Interest
 Beginning balance at July 1, 2009
    
    $
    Net loss attributable to noncontrolling interest
    
    
    (326
    )Distributions of restricted stock
    
    
    1,439Ending balance at March 31, 2010
    
    $
    1,113
  4. Net Income (loss) per Share
  Three Months Ended
    
    

Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Numerator:Net income (loss), basic and diluted
    
    $
    (647
    )
    
    $
    3,602
    
    
    $
    1,831
    
    
    $
    2,102Denominator:Denominator for basic net income
(loss) per share  weighted
average common stock outstanding
    
    
    16,610
    
    
    
    16,547
    
    
    
    16,531
    
    
    
    16,444Dilutive common stock
equivalents  common stock options
and share-based awards
    
    
    
    
    
    
    769
    
    
    
    1,747
    
    
    
    423Denominator for diluted
net income (loss) per share 
weighted average common stock
outstanding and dilutive common
stock equivalents
    
    
    16,610
    
    
    
    17,316
    
    
    
    18,278
    
    
    
    16,867Basic net income (loss) per share
    
    $
    (0.04
    )
    
    $
    0.22
    
    
    $
    0.11
    
    
    $
    0.13Diluted net income (loss) per share
    
    $
    (0.04
    )
    
    $
    0.21
    
    
    $
    0.10
    
    
    $
    0.12
    6




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##### Table of Contents



5. Revenue Recognition
   A Summary of Revenue Recognition Methods
 Services/Products Provided
    
    Contract Type
    
    Method of Revenue RecognitionPayload Processing Facilities
    
    Firm Fixed Price  Mission
Specific
    
    Ratably, over the occupancy
period of a satellite within
the facility from arrival
through launchFirm Fixed Price 
Guaranteed Number of
Missions
    
    For multi-year contract
payments recognized ratably
over the contract periodCommercial Space Habitat
Modules, Integration &
Operations Support Services
and Construction contracts
    
    Firm Fixed Price
    
    Percentage-of-completion
based on costs incurredConfiguration Management, 
Engineering Services
    
    Cost Reimbursable
Award/Fixed Fee
    
    Reimbursable costs incurred
plus award/fixed feeCommercial Products
    
    Specific Purchase Order Based
    
    At shipment
  6. Debt
 Credit Facilities
  Senior Convertible Notes
   7




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7. Fair Value Measurement
  March 31, 2010
    
    
    June 30, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueTerm loan payable
    
    $
    3,415
    
    
    $
    3,415
    
    
    $
    3,591
    
    
    $
    3,591Senior convertible notes payable  5.5%
    
    $
    5,111
    
    
    $
    2,658
    
    
    $
    5,111
    
    
    $
    2,650
   8. Business and Credit Risk Concentration
   9. Segment Information
   Three Months Ended
    
    
    Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Income (loss)
    
    
    
    
    
    
    Income (loss)Revenue and Income (loss)
    
    
    
    
    
    before
    
    
    
    
    
    
    before(in thousands)
    
    Revenue
    
    
    income taxes
    
    
    Revenue
    
    
    income taxesASO
    
    $
    6,647
    
    
    $
    867
    
    
    $
    11,604
    
    
    $
    6,706Spacetech
    
    
    
    
    
    
    (1,893
    )
    
    
    245
    
    
    
    (3,011
    )$
    6,647
    
    
    $
    (1,026
    )
    
    $
    11,849
    
    
    $
    3,695
  8




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##### Table of Contents



Nine Months Ended
    
    
    Nine Months EndedMarch 31, 2010
    
    
    March 31, 2009Income (loss)
    
    
    
    
    
    
    Income (loss)Revenue and Income (loss)
    
    
    
    
    
    before
    
    
    
    
    
    
    before(in thousands)
    
    Revenue
    
    
    income taxes
    
    
    Revenue
    
    

income taxesASO
    
    $
    22,489
    
    
    $
    6,546
    
    
    $
    21,003
    
    
    $
    9,671Spacetech
    
    
    
    
    
    
    (5,019
    )
    
    
    605
    
    
    
    (7,476
    )$
    22,489
    
    
    $
    1,527
    
    
    $
    21,608
    
    
    $
    2,195
 March 31, 2010
    
    
    June 30, 2009Assets
    
    Fixed
    
    
    Total
    
    
    Fixed
    
    
    Total(in thousands)
    
    Assets, net
    
    
    Assets
    
    
    Assets, net
    
    
    AssetsASO
    
    $
    39,749
    
    
    $
    51,496
    
    
    $
    39,815
    
    
    $
    52,595Spacetech
    
    
    223
    
    
    
    4,663
    
    
    
    411
    
    
    
    6,324$
    39,972
    
    
    $
    56,159
    
    
    $
    40,226
    
    
    $
    58,919
 10. Equity and Other Long Term Incentive Plans
  st st
    Equity Grants
  Stock Options
   9




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Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at December 31, 2009
    
    
    971
    
    
    $
    1.25Granted
    
    
    
    
    
    
    Exercised
    
    
    (63
    )
    
    
    0.45Cancelled or expired
    
    
    (26
    )
    
    
    1.40Outstanding at March 31, 2010
    
    
    882
    
    
    $
    1.30
  Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at December 31, 2009
    
    
    1,125
    
    
    $
    2.27Granted
    
    
    
    
    
    
    Exercised
    
    
    (174
    )
    
    
    0.43Cancelled or expired
    
    
    (69
    )
    
    
    19.42Outstanding at March 31, 2010
    
    
    882
    
    
    $
    1.30
 Restricted Stock
   WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at December 31, 2009
    
    
    2,629
    
    
    $
    1.20Granted
    
    
    
    
    
    
    Vested
    
    
    (12
    )
    
    
    0.45Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2010
    
    
    2,617
    
    
    $
    1.20
  10




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WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at June 30, 2009
    
    
    243
    
    
    $
    0.52Granted
    
    
    2,406
    
    
    
    1.27Vested
    
    
    (12
    )
    
    
    0.45Cancelled or expired
    
    
    (20
    )
    
    
    0.70Non-vested at March 31, 2010
    
    
    2,617
    
    
    $
    1.20
 Restricted Stock 1 st Detect
  st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at December 31, 2009
    
    
    
    
    
    $
    Granted
    
    
    1,180
    
    
    
    212.00Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2010
    
    
    1,180
    
    
    $
    212.00
 Restricted Stock Astrogenetix
   WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at December 31, 2009
    
    
    
    
    
    $
    Granted
    
    
    1,950
    
    
    
    167.00Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at March 31, 2010
    
    
    1,950
    
    
    $
    167.00
  11




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11. Early Termination of Cost Plus Award Fee Contract
   12. Purchase of Common Stock and Convertible Notes
   Repurchase of Outstanding Notes
  13. Strategic Financial and Business Alternatives
  14. Board of Director Resignation
  15. Related Party Transactions
 James D. Royston
   12




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Director Compensation
  Executive Compensation
 .
       16. Subsequent Events
   13




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FORWARD-LOOKING STATEMENTS
  
    
    The effect of economic conditions in the U.S. or other space faring nations that could impact our
ability to access space and support or gain customers;
    
    Uncertainty about, and our ability to raise sufficient capital to meet our long and short-term
liquidity requirements;
    
    Our ability to successfully pursue our business plan;
    
    Whether we will fully realize the economic benefits under our NASA and other customer contracts;
    
    Continued availability and use of the U.S. Space Shuttle and the International Space Station;
    
    Technological difficulties and potential legal claims arising from any technological difficulties;
    
    Product demand and market acceptance risks, including our ability to develop and sell products
and services to be used by the manned and unmanned space programs that replace the Space Shuttle
Program;
    
    Uncertainty in government funding and support for key space programs;
    
    The impact of competition on our ability to win new contracts;
    
    Uncertainty in securing reliable and consistent access to space;
    
    Delays in the timing of performance of other contracts; and
    
    Risks described in the
Risk Factors section of our 2009 Form 10-K (as amended)
and this Form 10-Q.
   14




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  OVERVIEW
   
    
    Facilities and support services necessary for the preparation of satellites and payloads for launch.
    
    End-to-End Mission Assurance: a turn-key approach to the total satellite lifecycle.
    
    Commercialization of space-based technologies into real-world applications.
    
    Expertise in qualifying hardware for spaceflight and the habitability and occupational challenges
of space.
 Our Business Units
 Astrotech Space Operations (ASO)
  
    
    Our ability to control our capital expenditures, which primarily are limited to modifications to
accommodate payload processing for new launch vehicles, upgrading communications infrastructure and
other building improvements.
    
    The continuing limited availability of competing facilities at the major domestic launch sites that can
offer comparable services, leading to an increase in government use of our services.
    
    Our ability to complete customer specified facility modifications within budgeted costs and time
commitments.
    
    Our ability to control and reduce costs in order to maximize profitability of our fixed-priced contracts.
  15




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Spacetech
 st st st
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   RESULTS OF OPERATIONS
 Three months ended March 31, 2010 compared to three months ended March 31, 2009
  Three Months EndedMarch 31,2010
    
    
    2009Revenue
    
    $
    6,647
    
    
    $
    11,849Gross profit
    
    
    3,287
    
    
    
    7,024Gross margin
    
    
    49
    %
    
    
    59
    %Selling, general and administrative
    
    
    3,170
    
    
    
    2,671Research and development
    
    
    1,117
    
    
    
    553Operating expenses
    
    
    4,287
    
    
    
    3,224Interest and other expense, net
    
    
    (26
    )
    
    
    (105
    )Income tax expense
    
    
    53
    
    
    
    (93
    )Consolidated net income (loss)
    
    
    (973
    )
    
    
    3,602Less: Net loss attributable to noncontrolling interest
    
    
    (326
    )
    
    
    Net income (loss) attributable to Astrotech Corporation
    
    $
    (647
    )
    
    $
    3,602
  16




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Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Interest and Other Expense, net.
 Nine months ended March 31, 2010 compared to nine months ended March 31, 2009:
  Nine Months EndedMarch,2010
    
    
    2009Revenue
    
    $
    22,489
    
    
    $
    21,608Gross profit
    
    
    13,527
    
    
    
    10,015Gross
margin
    
    
    60
    %
    
    
    46
    %Selling, general and administrative
    
    
    9,515
    
    
    
    6,520Research and development
    
    
    2,119
    
    
    
    1,636Operating expenses
    
    
    11,634
    
    
    
    8,156Gain on notes repurchased
    
    
    
    
    
    
    665Interest and other expense, net
    
    
    (366
    )
    
    
    (329
    )Income tax expense
    
    
    (22
    )
    
    
    (93
    )Consolidated net income
    
    
    1,505
    
    
    
    2,102Less: Net loss attributable to noncontrolling interest
    
    
    (326
    )
    
    
    Net income attributable to Astrotech Corporation
    
    $
    1,831
    
    
    $
    2,102
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##### Table of Contents



Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Gain
on Notes Repurchased.
 Interest and Other Expense, net.
 LIQUIDITY AND CAPITAL RESOURCES
   Nine Months EndedMarch 31,2010
    
    
    2009Net cash provided by (used in) operating activities
    
    $
    2,995
    
    
    $
    3Net cash used in investing activities
    
    
    (1,347
    )
    
    
    (538
    )Net cash used in financing activities
    
    
    (125
    )
    
    
    (855
    )Net change in cash and cash equivalents
    
    $
    1,523
    
    
    $
    (1,390
    )
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Operating Activities
   Assets.
 Liabilities.
 Investing Activities
  Financing Activities
  March 31, 2010
    
    
    June 30, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueTerm loan payable
    
    $
    3,415
    
    
    $
    3,415
    
    
    $
    3,591
    
    
    $
    3,591Senior convertible notes payable - 5.5%
    
    $
    5,111
    
    
    $
    2,658
    
    
    $
    5,111
    
    
    $
    2,650
 Maturity of Outstanding Debt
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Off-Balance Sheet Arrangements
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Changes in Internal Control over Financial Reporting
  
 PART II: OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  The review of strategic alternatives may not enhance shareholder value
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Our Spacetech business unit is in an early development stage. It has earned no revenues and it
is uncertain whether it will earn any revenues in the future or whether it will ultimately be
profitable.
     
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
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##### Table of Contents



ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   1)
    
    Election of six directors to the Companys Board of Directors;
 Director Nominee:
 2)
    
    Ratification of the appointment of PMB Helin Donovan, LLP as
independent registered public accountants for the Company;3)
    
    Approval of the Companys 2010 Stock Incentive Plan.
  
 ITEM 5.
    
    OTHER INFORMATION
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##### Table of Contents



ITEM 6.
    
    EXHIBITS
  Exhibit No.
    
    Description10.1
    
    
    Form of Restricted Stock Agreement  1st Detect Corporation10.2
    
    
    Form of Stock Purchase Warrant  1st Detect Corporation10.3
    
    
    Form of Restricted Stock Agreement  Astrogenetix, Inc.10.4
    
    
    Form of Stock Purchase Warrant  Astrogenetix, Inc.31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.31.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934.32
    
    
    Certification Pursuant to Rule 13a-14(b) of the Securities and Exchange Act of 1934.
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##### Table of Contents



Astrotech CorporationDate: May 17, 2010
    /s/ Thomas B. Pickens, IIIThomas B. Pickens, IIIChief Executive Officer/s/ John M. PorterJohn M. PorterSenior Vice President and

Chief Financial Officer  24