Entry into a Material Definitive Agreement. On October 26, 2026, Advanced Precision Machining, LLC (“APM”), a wholly owned subsidiary of Pro-Dex, Inc. (the “Company”), entered into three Standard Lease Renewal Forms (the “Lease Renewals”) with Trico Costa Mesa Properties, L.P., a California limited partnership. The Lease Renewals amend the existing lease agreements, as previously amended (the “Leases”), covering approximately 2,500 square feet of office and industrial space located at 1645, 1…

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On October 29, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financia…

Entry into a Material Definitive Agreement. On September 16, 2026, Pro-Dex, Inc. (the “Company”) entered into a Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net (the “Third Amendment”) with Irvine Business Properties, a California general partnership (“Lessor”), with an effective date of August 18, 2026. The Third Amendment amends that certain Standard Industrial Commercial Multi-Tenant Lease – Net (the “Lease”) between the Company and Lessor dated August 17, 2007, a…

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On September 3, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financi…

CFO — Alisha K. Charlton: The filing discloses a discretionary bonus payment to the CEO and CFO, which is a compensation arrangement rather than a change in management personnel.

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On April 30, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial…

Chief Financial Officer — Alisha K. Charlton: Base salary increase for the Chief Financial Officer.

Completion of Acquisition or Disposition of Assets. The disclosures contained in

Entry into a Material Definitive Agreement. Acquisition of Advance Precision Machining On February 9, 2026, Pro-Dex, Inc. (“Pro-Dex” or the “Company”) completed its acquisition of all the issued and outstanding membership interests (the “Acquisition”) of Advanced Precision Machining LLC, a California limited liability company (“APM”), resulting in APM becoming a wholly owned subsidiary of the Company. APM is engaged in the manufacture of various machined components serving customers in a vari…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures contained in

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On January 29, 2026, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financia…

The filing is about a bonus award, not a management change.

The filing describes compensatory arrangements and equity grants, not a management change.

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On October 30, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financia…

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On September 4, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financi…

The filing details compensation bonuses for the CEO and CFO.

Changes in Registrant’s Certifying Accountant (a) Change of Independent Registered Public Accounting Firm On June 3, 2025, Pro-Dex, Inc. (the "Company") was notified that Moss Adams LLP ("Moss Adams"), the Company's independent registered public accounting firm, merged with Baker Tilly US, LLP effective on June 3, 2025. The combined audit practices operate as Baker Tilly US, LLP (“Baker Tilly”). In connection with the notification of the merger, Moss Adams has resigned as the auditors of the…

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 1, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financial per…

Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. The disclosures concerning the Amendment and the Revolving Note contained in

Entry into a Material Definitive Agreement. Amendment to Credit Agreement & Amended and Restated Revolving Credit Note On April 8, 2025, Pro-Dex, Inc. (the “Company”) entered into Amendment No. 6 to Amended and Restated Credit Agreement (the “Amendment”) with UMB Bank, N.A. D/B/A Minnesota Bank and Trust, a division of UMB Bank, N.A., successor-in-interest to Minnesota Bank and Trust, a division of HTLF Bank (“MBT”), which amends the Company’s Amended and Restated Credit Agreement with MBT (a…

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On January 30, 2025, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financia…

Entry into a Material Definitive Agreement. Amendment to Credit Agreement & Amended and Restated Revolving Credit Note On December 23, 2024, Pro-Dex, Inc. (the “Company”) entered into Amendment No. 5 to Amended and Restated Credit Agreement (the “Amendment”) with Minnesota Bank and Trust, a division of HTLF Bank (“MBT”), successor by merger to Minnesota Bank and Trust, which amends the Company’s Amended and Restated Credit Agreement with MBT (as amended, the “Credit Agreement”), as well as an…

Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant. The disclosures concerning the Amendment and the Revolving Note contained in

Grant of restricted shares to directors and select employees.

of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On October 31, 2024, Pro-Dex, Inc. (the “Company”) is issuing a press release announcing its financia…