Filing Analysis
Pro-Dex, Inc. announced the approval of discretionary cash bonuses for its CEO and CFO following strong fiscal 2026 performance.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- On August 26, 2026, the Compensation Committee approved discretionary bonuses.
- CEO Richard L. Van Kirk to receive a $140,000 cash bonus.
- CFO Alisha K. Charlton to receive a $60,000 cash bonus.
- Bonuses are tied to sales growth and fiscal 2026 financial performance exceeding plan.
- Payment is scheduled for the bi-weekly pay period ending September 3, 2026.
Pro-Dex, Inc. filed an 8-K to disclose the use of a new investor presentation starting June 17, 2026. The company intends to use these materials for presentations to investors and analysts throughout the remainder of the 2026 calendar year.
📋 Key Facts
- The company began using a new Investor Presentation (Exhibit 99.1) on June 17, 2026.
- The presentation is intended for use with investors and analysts for the rest of 2026.
- The information is furnished under Item 7.01 and is not deemed 'filed' under Section 18 of the Exchange Act.
Pro-Dex, Inc. announced its financial results for the third quarter and nine months ended March 31, 2026, via a press release on April 30, 2026.
📋 Key Facts
- The filing reports financial performance for the fiscal third quarter ended March 31, 2026.
- The disclosure was made under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the performance was included as Exhibit 99.1.
- The report was signed by Alisha K. Charlton, Chief Financial Officer.
Pro-Dex, Inc. announced a base salary increase for its Chief Financial Officer, Alisha K. Charlton, from $247,200 to $257,000 per year. The adjustment was approved by the Compensation Committee and is effective as of March 23, 2026.
📋 Key Facts
- CFO Alisha K. Charlton's annual base salary increased from $247,200 to $257,000.
- The salary adjustment was approved by the Compensation Committee of the Board of Directors on March 23, 2026.
- The increase is effective starting with the Company's next bi-weekly pay period.
- Ms. Charlton's employment continues on an at-will basis under previously disclosed terms.
Pro-Dex, Inc. completed the acquisition of Advanced Precision Machining LLC (APM) for a total consideration of $8.65 million. To fund the transaction, the company issued a new $6.65 million term note to UMB Bank and entered into a subordinated promissory note with the sellers.
🚩 Red Flags
- Increased leverage: The company added $6.65M in new term debt to fund the acquisition.
- Subordinated debt: A $2M promissory note is subordinated to existing UMB Bank borrowings.
- Significant total debt burden: Total identified debt (A, B, C, D, and Revolving) exceeds $30 million.
📋 Key Facts
- Acquisition price: ~$8.65 million ($6.65M cash, $2.0M subordinated promissory note).
- The seller (Advanced-Precision Machining Holding Company, Inc.) is owned by Sean and Yasumi McCaig.
- New debt issued: Term Note D in the amount of $6,650,000 with a maturity date of February 1, 2031.
- The company extended the maturity date of its Revolving Note from December 29, 2026, to December 29, 2027.
- Sean McCaig will serve as a consultant through the end of calendar 2026.
- Total debt load increased significantly; existing notes include Term Notes A ($7.525M), B ($1M), C ($5M), and a Revolving Note ($11M).
Pro-Dex, Inc. issued an 8-K to announce the release of its financial performance results for the second quarter and six months ended December 31, 2025.
📋 Key Facts
- Reporting period: Second quarter and six months ended December 31, 2025.
- Filing date: January 29, 2026.
- The filing includes a press release (Exhibit 99.1) regarding financial performance.
Pro-Dex, Inc. announced a $225,000 cash bonus for CEO Richard L. Van Kirk based on the achievement of Fiscal 2024 business targets. The company also noted an upcoming press release regarding a contract amendment with its largest customer.
🚩 Red Flags
- Significant cash outflow ($225k) to a single executive in a micro-cap context.
- Potential misalignment of incentives if business targets were met through aggressive accounting or short-term revenue spikes (though not explicitly stated).
📋 Key Facts
- The Compensation Committee approved a $225,000 bonus for CEO Richard L. Van Kirk on December 18, 2025.
- Bonus is based on achievement of Fiscal 2024 business targets.
- Payment is scheduled via cash in the next bi-weekly pay period (pay date: December 24, 2025).
- A contract amendment was executed with the Company's largest customer on December 17, 2025.
Pro-Dex, Inc. reported the results of its 2025 Annual Meeting of Shareholders and announced various equity awards and executive compensation updates.
📋 Key Facts
- The 2025 Annual Meeting of Shareholders was held on November 20, 2025.
- Seven directors were elected to the Board, including Richard L. Van Kirk.
- Shareholders ratified the appointment of Baker Tilly US, LLP as independent auditors for fiscal year ending June 30, 2026.
- A discretionary cash bonus of $30,830 was approved for CEO Richard L. Van Kirk, based on the value of 1,000 shares at the Nov 20 closing price.
- CFO Alisha K. Charlton was granted 1,000 restricted common shares vesting over five years.
- Shareholders approved an amendment to extend the term of the 2016 Equity Incentive Compensation Plan by ten years.
Pro-Dex, Inc. filed an 8-K to announce the release of its financial results for the first fiscal quarter and three months ended September 30, 2025.
📋 Key Facts
- Report date: October 30, 2025
- Reporting period: First fiscal quarter and three months ended September 30, 2025
- The filing serves as a placeholder for the press release containing financial performance data (Exhibit 99.1).
Pro-Dex, Inc. filed an 8-K to announce the release of its financial results for the fourth fiscal quarter and the full fiscal year ended June 30, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly and annual earnings (Item 2.02).
- Reporting period covered: Fourth fiscal quarter and fiscal year ended June 30, 2025.
- Filing date: September 4, 2025.
PRO DEX INC announced the approval of discretionary cash bonuses for its CEO and CFO following strong fiscal 2025 performance.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- The Compensation Committee approved a $70,000 bonus for CEO Richard L. Van Kirk on August 14, 2025.
- A $50,000 discretionary bonus was approved for CFO Alisha K. Charlton.
- Bonuses are tied to sales growth and fiscal 2025 financial performance exceeding plan.
- Payments are scheduled to be made in cash on August 21, 2025.
Pro-Dex, Inc. announced a change in its independent registered public accounting firm following the merger of Moss Adams LLP with Baker Tilly US, LLP. The company has appointed Baker Tilly as its successor auditor effective June 3, 2025.
🚩 Red Flags
- Auditor change (though triggered by a merger rather than company-initiated disagreement).
📋 Key Facts
- Moss Adams LLP merged with Baker Tilly US, LLP effective June 3, 2025.
- Baker Tilly US, LLP has been appointed as the successor independent registered public accounting firm.
- The company confirmed there were no disagreements with Moss Adams regarding accounting principles or auditing procedures for fiscal years 2023 and 2024.
- Audit reports for years ended June 30, 2024, and 2023 did not contain adverse opinions, disclaimers, or qualifications.
Pro-Dex, Inc. issued an 8-K to announce the release of its financial results for the third quarter and nine months ended March 31, 2025.
📋 Key Facts
- Report date: May 1, 2025
- Reporting period: Third quarter and nine months ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) regarding financial performance.
Pro-Dex, Inc. has amended its existing credit agreement with UMB Bank, N.A. to increase its revolving line of credit from $7 million to $11 million. The amendment extends the company's liquidity capacity through a maturity date of December 29, 2026.
🚩 Red Flags
- The company currently has $5,000,000 of its revolving credit already drawn and outstanding.
📋 Key Facts
- Increased revolving line of credit from $7,000,000 to $11,000,000.
- Current outstanding balance as of April 8, 2025: $5,000,000.
- Maturity date for the Revolving Loan is December 29, 2026.
- Interest rate is the greater of 4.0% or SOFR + 2.5%.
- A 3% interest rate penalty applies in the event of a default.
- Loan origination fee paid: $8,000.
Pro-Dex, Inc. filed an 8-K to announce the release of its financial results for the second quarter and six months ended December 31, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly/semi-annual financial performance.
- Reporting period covered: Second quarter and six months ended December 31, 2024.
- Filing date: January 30, 2025.
Pro-Dex, Inc. has entered into an amendment to its credit agreement with Minnesota Bank and Trust (MBT), extending the maturity date of its $7,000,000 revolving line of credit by one year.
🚩 Red Flags
- The extension of a debt maturity date often indicates a need for more liquidity runway, though it is not inherently negative if used for growth.
- Interest rate includes a SOFR-based floating component which introduces interest rate risk.
📋 Key Facts
- Amendment No. 5 extends the maturity date of the Revolving Loan from December 29, 2025, to December 29, 2026.
- The company has $3,500,000 currently drawn and outstanding against the $7,000,000 total facility.
- A loan extension fee of $10,000 was paid to MBT in connection with this amendment.
- Interest rate is set at the greater of 4.0% or SOFR + 2.5%.
- In the event of default, the interest rate increases by an additional 3%.
Pro-Dex, Inc. announced the grant of restricted stock awards to its CEO and CFO as part of the company's 2016 Equity Incentive Plan.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Grant date: November 20, 2024.
- Richard L. Van Kirk (CEO) granted 1,000 restricted shares.
- Alisha K. Charlton (CFO) granted 1,000 restricted shares.
- Vesting schedule: Shares vest ratably over five years.
- Awards are issued under the Company's 2016 Equity Incentive Plan.
Pro-Dex, Inc. held its 2024 Annual Meeting of Shareholders on November 21, 2024. The meeting resulted in the election of seven directors and the ratification of Moss Adams, LLP as the independent auditor.
📋 Key Facts
- The 2024 Annual Meeting was held on November 21, 2024.
- Seven candidates were elected to the Board of Directors: Raymond E. Cabillot, Angelita R. Domingo, William J. Farrell III, David C. Hovda, Katrina M.K. Philp, Nicholas J. Swenson, and Richard L. Van Kirk.
- Shareholders ratified the appointment of Moss Adams, LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025.
- A non-binding advisory vote (Say-on-Pay) regarding executive compensation was approved by shareholders.
Pro-Dex, Inc. filed an 8-K to announce the release of its financial results for the first fiscal quarter and three months ended September 30, 2024.
📋 Key Facts
- Reporting period: First fiscal quarter and three months ended September 30, 2024.
- Filing date: October 31, 2024.
- The filing serves as a cover for the press release containing financial performance data (Exhibit 99.1).
Pro-Dex, Inc. announced that its Compensation Committee approved a $70,000 discretionary cash bonus for CEO Richard L. Van Kirk on October 23, 2024.
🚩 Red Flags
- Discretionary bonus payout during a period of unspecified company performance (though linked to Q1 FY25).
📋 Key Facts
- CEO Richard L. Van Kirk was awarded a $70,000 discretionary bonus.
- The bonus is based on Q1 FY2025 performance and other metrics.
- Payment date for the cash bonus is scheduled for October 31, 2024.
Pro-Dex, Inc. filed an 8-K to announce the release of its financial results for the fourth fiscal quarter and the full fiscal year ended June 30, 2024.
📋 Key Facts
- The filing is a formal announcement of quarterly and annual financial performance.
- Reporting period covered: Fourth fiscal quarter and fiscal year ended June 30, 2024.
- The company issued a press release on September 5, 2024, to accompany this filing.
The company announced discretionary cash bonuses for its CEO and CFO following strong fiscal 2024 performance and sales growth. The filing does not indicate any departures, despite the item heading suggesting potential officer changes.
🚩 Red Flags
- The filing uses Item 5.02 (Departure of Directors or Certain Officers) as a header, which is typically used for departures/appointments, though the content describes bonuses rather than exits.
📋 Key Facts
- CEO Richard L. Van Kirk awarded a $70,000 discretionary bonus.
- CFO Alisha K. Charlton awarded a $50,000 discretionary bonus.
- Bonuses are tied to sales growth and fiscal 2024 performance exceeding plan.
- Bonuses to be paid in cash on August 22, 2024.
Pro-Dex, Inc. entered into an amendment to its credit agreement on July 31, 2024, involving the creation of a new $5 million Term Loan C. The proceeds will be used to repay existing revolving debt and provide liquidity for a share repurchase program.
🚩 Red Flags
- The debt is secured by 'substantially all of the Company’s assets,' increasing the risk to unsecured creditors in a liquidation scenario.
- Default on Term Note C triggers an interest rate increase of 3% and potential acceleration of debt.
📋 Key Facts
- Entered into Amendment No. 4 to Amended and Restated Credit Agreement with Minnesota Bank and Trust (MBT) on July 31, 2024.
- Created Term Loan C in the amount of $5,000,000.
- Term Loan C proceeds will repay the entire $3,000,000 balance of the Amended Revolving Note and terminate the $3,000,000 Supplemental Revolving Credit Note.
- The remaining $7,000,000 under the Amended Revolving Note remains available for borrowing.
- Term Loan C requires monthly principal payments of $83,333 starting September 1, 2024, through August 1, 2029.
- Interest rate is the greater of 5.0% or SOFR + 2.5%.
- All loans are secured by substantially all of the Company's assets.
- Loan origination fees total $10,000.
Pro-Dex, Inc. filed an 8-K to announce the release of its financial performance results for the third quarter and nine months ended March 31, 2024.
📋 Key Facts
- Report date: May 2, 2024
- Reporting period: Third quarter and nine months ended March 31, 2024
- The filing serves as a vehicle to attach Exhibit 99.1 (Press Release) regarding financial performance.
Pro-Dex, Inc. filed an 8-K to announce the release of its financial results for the second quarter and six months ended December 31, 2023.
📋 Key Facts
- The filing is a standard announcement of quarterly/semi-annual financial performance.
- Reporting period covered: Second quarter and six months ended December 31, 2023.
- Date of report: February 8, 2024.
Pro-Dex, Inc. announced compensation adjustments for its CEO, Richard L. Van Kirk, including a base salary increase and the implementation of a new performance-based bonus plan.
🚩 Red Flags
- None identified; this is a standard compensation update for an executive.
📋 Key Facts
- CEO Richard L. Van Kirk's annual base salary increased from $305,000 to $350,000, effective with the next bi-weekly pay period following December 29, 2023.
- A new bonus plan was approved for Fiscal 2024 (ending June 30, 2024) and subsequent years.
- The bonus plan allows for a cash bonus of up to $140,000 per fiscal year based on performance metrics, plus additional bonuses based on other business targets.
- Management anticipates potential Fiscal 2024 cash bonuses in the range of $75,000 to $300,000.
Pro-Dex, Inc. entered into Amendment No. 3 to its Amended and Restated Credit Agreement on December 29, 2023, extending the maturity date of its Revolving Note and Supplemental Note from December 29, 2024, to December 29, 2025.
🚩 Red Flags
- Debt maturity extension: The company required a one-year extension to push the repayment obligation from 2024 to 2025.
- High utilization: The full $2.5 million of the Revolving Note is currently drawn and outstanding.
📋 Key Facts
- Maturity date for Revolving Note and Supplemental Note extended from Dec 29, 2024, to Dec 29, 2025.
- The Company has $2,500,000 currently drawn against the Revolving Note, all of which remains outstanding.
- Interest rate is the greater of 5.0% or SOFR + 2.5%.
- A default triggers a 3% interest rate increase and allows the lender to declare the notes immediately due and payable.
- The Supplemental Note's purpose includes financing acquisitions and repurchasing common stock; currently, $0 has been drawn on this note.