Astrotech Corp美股招股说明书(2026-06-03版)

$24,492,819Common Stock We have entered into an at-the-market offering agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC(“Wainwright” or the “Sales Agent”), dated June 2, 2026, relating to the sale of shares of our common stock offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Offering Agreement, we may offerand sell shares of our common stock, par value $0.001 per share (“common stock”), having an aggregate offering price of up to$24,492,819 from time to time through the Sales Agent, acting as agent under this prospectus supplement and accompanyingprospectus. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made byany method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, asamended, or the Securities Act. If we and Wainwright agree on any method of distribution other than sales of shares of ourcommon stock into the Nasdaq Capital Market or another existing trading market in the United States at market prices, we will filea further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.The Sales Agent is not required to sell any specific amount, but will act as our sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The Sales Agent will be entitled to a commission equal to 3.0% of the gross sales price per share sold. In connection withthe sale of shares of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of theSecurities Act and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities underthe Securities Act. Our common stock is listed on the Nasdaq Capital Market under the symbol “ASTC.” On June 2, 2026, the last reportedsale price of our common stock on the Nasdaq Capital Market was $42.50 per share. The aggregate market value of our outstanding common stock held by non-affiliates, or public float, is approximately$73,478,456, based on approximately 1,799,299 shares of outstanding common stock as of May 29, 2026, of which approximately1,475,471 shares were held by non-affiliates, and a price of $49.80 per share, which was the closing price of our common stock onthe Nasdaq Capital Market on May 29, 2026. We have sold $0 of securities as calculated pursuant to General Instruction I.B.6 ofForm S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell securities in public primary offerings on Form S-3 with a valueexceeding more than one-third of our public float in any 12-calendar month period so long as our public float remains below $75.0million. Investing in our common stock involves risks. See“Risk Factors”beginning on pageS-4of this prospectus supplement andthe risks and uncertainties described in the documents we file with the Securities and Exchange Commission that areincorporated in this prospectus supplement by reference for certain risks and uncertainties relating to an investment in ourcommon stock. Neither the Securities and Exchange Commission, nor any state securities commission, nor any other regulatory body hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is June 3, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKPLAN OF DISTRIBUTIONDIVIDEND POLICYDILUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus We have not, and the Sales Agent has not, authorized anyone to provide you with information different from thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectuswe prepare or authorize, and neither we nor the Sales Agent takes any responsibility for any other information that others may giveyou. This prospectus supplement is not an offer to sell, nor is it a solicitation of an offer to buy, the securities in any jurisdictionwhere the offer or sale is not permitted. You should not assume that the information contained in this prospectus supplement, theaccompanying prospectus or any free writing prospect