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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/22 Pro Dex Inc. 10-K 6/30/22 81:5.8M Edgar Filing LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.05M
2: EX-4.1 Description of the Company's Common Stock HTML 25K
3: EX-23 Consent of Expert or Counsel HTML 23K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 26K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
6: EX-32 Certification -- §906 - SOA'02 HTML 23K
12: R1 Cover HTML 87K
13: R2 Consolidated Balance Sheets HTML 130K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 33K
15: R4 Consolidated Income Statements HTML 116K
16: R5 Consolidated Statements of Shareholders' Equity HTML 74K
17: R6 Consolidated Statements of Cash Flows HTML 126K
18: R7 Description of Business HTML 26K
19: R8 Summary of Significant Accounting Policies HTML 61K
20: R9 Revision of Previously Issued Financial Statements HTML 27K
for Correction of Immaterial Errors
21: R10 Net Sales HTML 45K
22: R11 Composition of Certain Financial Statement Items HTML 78K
23: R12 Warranty Accrual HTML 32K
24: R13 Income Taxes HTML 83K
25: R14 Notes Payable and Financing Transactions HTML 56K
26: R15 Leases HTML 33K
27: R16 Commitments and Contingencies HTML 32K
28: R17 Share-Based Compensation HTML 116K
29: R18 Major Customers & Suppliers HTML 93K
30: R19 Net Income Per Share HTML 35K
31: R20 COMMON STOCK - Share Repurchase Program HTML 34K
32: R21 Subsequent Events HTML 25K
33: R22 Summary of Significant Accounting Policies HTML 109K
(Policies)
34: R23 Summary of Significant Accounting Policies HTML 26K
(Tables)
35: R24 Net Sales (Tables) HTML 42K
36: R25 Composition of Certain Financial Statement Items HTML 71K
(Tables)
37: R26 Warranty Accrual (Tables) HTML 31K
38: R27 Income Taxes (Tables) HTML 82K
39: R28 Notes Payable and Financing Transactions (Tables) HTML 29K
40: R29 Leases (Tables) HTML 30K
41: R30 Share-Based Compensation (Tables) HTML 88K
42: R31 Major Customers & Suppliers (Tables) HTML 95K
43: R32 Net Income Per Share (Tables) HTML 33K
44: R33 Summary of Significant Accounting Policies HTML 30K
(Details)
45: R34 Summary of Significant Accounting Policies HTML 45K
(Details Narrative)
46: R35 Revision of Previously Issued Financial Statements HTML 29K
for Correction of Immaterial Errors (Details
Narrative)
47: R36 Net Sales (Net sales) (Details) HTML 34K
48: R37 Net Sales (Contract assets and liability) HTML 37K
(Details)
49: R38 Net Sales (Details Narrative) HTML 26K
50: R39 Composition of Certain Financial Statement Items HTML 29K
(Schedule of investments) (Details)
51: R40 Composition of Certain Financial Statement Items HTML 32K
(Inventory) (Details)
52: R41 Composition of Certain Financial Statement Items HTML 32K
(Schedule of Land and Building) (Details)
53: R42 Composition of Certain Financial Statement Items HTML 39K
(Schedule of Equipment and improvements )
(Details)
54: R43 Composition of Certain Financial Statement Items HTML 31K
(Intangible Assets) (Details)
55: R44 Composition of Certain Financial Statement Items HTML 42K
(Accrued liabilities) (Details)
56: R45 Composition of Certain Financial Statement Items HTML 56K
(Details Narrative)
57: R46 Warranty Accrual (Schedule of accrual warranty HTML 31K
costs) (Details)
58: R47 Warranty Accrual (Details Narrative) HTML 24K
59: R48 Income Taxes (Provision for income tax expense) HTML 39K
(Details)
60: R49 Income Taxes (Effective income tax rate on loss HTML 62K
from continuing operations) (Details)
61: R50 Income Taxes (Deferred tax assets and liabilities HTML 61K
for federal and state income taxes) (Details)
62: R51 Income Taxes (Accrual for unrecognized tax HTML 33K
benefits) (Details)
63: R52 Income Taxes (Details Narrative) HTML 27K
64: R53 Notes Payable and Financing Transactions (Schedule HTML 43K
of Maturities of Term Loan for Future Fiscal
Years) (Details)
65: R54 Notes Payable and Financing Transactions (Details HTML 70K
Narrative)
66: R55 Leases (Schedule of Future Minimum Base Rental HTML 41K
Payment) (Details)
67: R56 Leases (Details Narrative) HTML 28K
68: R57 Commitments and Contingencies (Details Narrative) HTML 34K
69: R58 Share-Based Compensation (Summary of Stock Option HTML 50K
Activity) (Details)
70: R59 Share-Based Compensation (Performance awards HTML 43K
activity) (Details)
71: R60 Share-Based Compensation (Non-qualified stock HTML 50K
option activity) (Details)
72: R61 Share-Based Compensation (Details Narrative) HTML 101K
73: R62 Major Customers & Suppliers (Sales) (Details) HTML 44K
74: R63 Major Customers and Suppliers HTML 65K
(AccountsReceivablePayable) (Details)
75: R64 Net Income Per Share (Details) HTML 55K
76: R65 COMMON STOCK - Share Repurchase Program (Details HTML 35K
Narrative)
79: XML IDEA XML File -- Filing Summary XML 147K
77: XML XBRL Instance -- pdex_10k_htm XML 1.27M
78: EXCEL IDEA Workbook of Financial Reports XLSX 126K
8: EX-101.CAL XBRL Calculations -- pdex-20220630_cal XML 218K
9: EX-101.DEF XBRL Definitions -- pdex-20220630_def XML 386K
10: EX-101.LAB XBRL Labels -- pdex-20220630_lab XML 1.00M
11: EX-101.PRE XBRL Presentations -- pdex-20220630_pre XML 776K
7: EX-101.SCH XBRL Schema -- pdex-20220630 XSD 152K
80: JSON XBRL Instance as JSON Data -- MetaLinks 376± 544K
81: ZIP XBRL Zipped Folder -- 0001553350-22-000745-xbrl Zip 272K
Description of the Company’s Common
Stock
Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934
The following summary of Pro-Dex, Inc.’s common stock does not purport to be complete and is subject to and qualified in its entirety by reference to our Articles of Incorporation, as amended (“Articles of Incorporation”), and Amended and Restated Bylaws (“Bylaws”). For a complete description of the terms and provisions of our capital stock, including our common stock, refer to the Articles of Incorporation and the Bylaws, which are filed as exhibits to this Annual Report on Form 10-K.
General
s of September 6, 2022, our authorized capital stock consists of (i) 50,000,000 shares of common stock, no par value per share, and (ii) 10,000,000 shares of preferred stock, no par value per share. As of September 6, 2022, 3,619,189 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding. Our common stock is our only class of securities registered under Section 12 of the Securities Exchange Act of 1934.
Common Stock
The holders of our common stock are entitled to one vote for each share of common stock held of record on all matters submitted to a vote of our shareholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any outstanding of our preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared by our Board of Directors out of legally available funds. Subject to the rights of any outstanding preferred stock, upon the Company’s liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in the net assets legally available for distribution to our shareholders after the payment of all of our debts and other liabilities. Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and nonassessable.
Our Board of Directors has the authority, without further action by our shareholders (other than such approval rights as may be granted to any outstanding series of preferred stock), to designate and issue one or more series of preferred stock and to fix the rights, powers, preferences, qualifications, limitations and restrictions of each series of preferred stock to the maximum extent permitted by Colorado law. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including voting rights, of the holders of common stock. The existence of authorized but unissued preferred stock may also discourage or render more difficult attempts to take control of the Company, as described in more detail below under “Anti-Takeover Provisions of Governing Documents.”
Broadridge Corporate Issuer Solutions, Inc. is the transfer agent for our common stock.
Our common stock is listed on the NASDAQ Capital Market under the symbol “PDEX”.
Anti-Takeover Provisions of Governing Documents
Our Bylaws require that our shareholders satisfy certain advance notice and other requirements in order to properly submit proposals or director nominees for consideration at our annual meetings of shareholders.
As discussed above, our Board of Directors has the authority, without further action by our shareholders (other than such approval rights as may be granted to any outstanding series of preferred stock), to designate and issue one or more series of preferred stock and to fix the rights, powers, preferences, qualifications, limitations, and restrictions of each series of preferred stock to the maximum extent permitted by Colorado law. The existence of authorized but unissued preferred stock may enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. Among other things, if in the due exercise of its fiduciary obligations, our Board of Directors were to determine that a takeover proposal is not in the best interests of the Company and our shareholders, our Board of Directors could cause shares of preferred stock to be designated and issued without further shareholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent shareholder or shareholder group.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/8/22 | None on these Dates | ||
| 9/6/22 | ||||
| For Period end: | 6/30/22 | |||
| List all Filings | ||||