PDEX

EX-99.1

2 ex99x1.htm

PRESS RELEASE

Exhibit 99.1

Contact: Richard L. Van Kirk, Chief Executive Officer

(949) 769-3200

For Immediate Release

PRO-DEX, INC. ANNOUNCES FISCAL 2026 THIRD QUARTER

AND NINE-MONTH RESULTS

IRVINE,

CA, April 30, 2026 - PRO-DEX, INC. (NasdaqCM: PDEX) today announced financial results for its fiscal 2026 third quarter ended March 31, 2026. The Company also filed its Quarterly Report on Form 10-Q for the third quarter of fiscal year 2026 with the Securities and Exchange Commission today.

Quarter Ended March 31, 2026

Net sales for the three months ended March 31, 2026, increased $2.5 million, or 15%, to $19.9 million from $17.4 million for the three months ended March 31, 2025, primarily due to an increase in shipments in the amount of $4.7 million of our largest customer’s next generation orthopedic handpiece offset by a decrease in repair revenue of $2.4 million similarly generated from our largest customer. We also recognized $345,000 more NRE and prototype revenue during the three months ended March 31, 2026 as compared to the corresponding period of the prior fiscal year.

Gross profit for the three months ended March 31, 2026, increased $335,000, or 6%, to $6.1 million from $5.8 million for the same period in fiscal 2025. Gross margin decreased by 2 percentage points to 31% for the three months ended March 31, 2026, compared to 33% for the corresponding period of the prior fiscal year. The decrease in gross margin is primarily due to an unfavorable product mix.

Operating expenses (which include selling, general and administrative, and research and development expenses) for the quarter ended March 31, 2026, increased $881,000, or 41%, to $3.0 million compared to $2.2 million in the prior fiscal year’s corresponding quarter, reflecting increases in selling, general and administrative expenses mostly due to higher expenses related to the acquisition of Advanced Precision Machining, LLC (“APM”) as well as increased personnel related expenses and includes approximately $200,000 in non-recurring legal and consulting fees related to the APM acquisition offset by lower research and development expenditures.

Operating income for the quarter ended March 31, 2026, decreased $546,000, or 15%, to $3.1 million compared to $3.6 million for the prior fiscal year’s corresponding quarter. The decrease is attributable to higher general and administrative expenses related to increased personnel costs, professional fees incurred related to our APM acquisition (which are non-recurring), as well as the inclusion of APM’s separate and continuing general and administrative expenses.

Net income for the quarter ended March 31, 2026, was $3.9 million or $1.20 per diluted share, compared to $3.3 million, or $0.98 per diluted share, for the corresponding quarter in fiscal 2025. The net income for the quarter ended March 31, 2026, includes a realized gain in the amount of $2.3 million from the payment of non-tradeable contingent value rights we hold in Monogram Technologies, Inc., related to its previous acquisition by Zimmer Biomet Holdings, Inc.

Nine Months Ended March 31, 2026

Net sales for the nine months ended March 31, 2026, increased $8.0 million, or 16%, to $57.1 million from $49.1 million for the nine months ended March 31, 2025, due primarily to an increase of $16.6 million in shipments of the next generation handpiece we sell to our largest customer offset by a decrease of $5.2 million of their legacy handpiece and $5.5 million in decreased repair revenue from their legacy handpiece. We also shipped $2.1 million more of our CMF drivers and batteries to various distributors during the nine months ended March 31, 2026, compared to the corresponding period of the prior fiscal year.

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Gross profit for the nine months ended March 31, 2026, increased $1.2 million, or 8%, compared to the same period in fiscal 2025 due to increased sales. Our gross margin decreased by 3 percentage points to 30% for the nine months ended March 31, 2026, compared to 33% for the corresponding period of the prior fiscal year, mostly as a result of a less favorable product mix.

Operating expenses (which include selling, general and administrative, and research and development expenses) for the nine months ended March 31, 2026, increased $1.1 million, or 17%, to $7.8 million compared to $6.7 million in the prior fiscal year’s corresponding period. The increase is related to increased selling, general and administrative expenses mostly due to higher personnel-related expenses offset by a decrease in research and development costs.

Operating income for nine months ended March 31, 2026, increased $117,000, or 1%, to $9.5 million compared to $9.4 million for the corresponding period of the prior fiscal year. The increase in operating income is attributable to higher sales and gross profit offset by the higher operating expenses described above.

Net income for the nine months ended March 31, 2026, was $10.8 million or $

Current Report

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0000788920

2026-01-29 2026-01-29

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

Colorado 0-14942 84-1261240

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2361 McGaw Avenue

Irvine, California 92614

(Address of principal executive offices, zip code)

(949) 769-3200

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value

PDEX

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

The information in this Item 2.02 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 financial performance for the second quarter and six months ended December 31, 2025. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release dated January 29, 2026

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 29, 2026 Pro-Dex, Inc.

By: /s/ Alisha K. Charlton

Alisha K. Charlton

Chief Financial Officer

false 0000788920

0000788920

2025-10-30 2025-10-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 30, 2025

PRO-DEX, INC.

(Exact name of registrant as specified in charter)

Colorado 0-14942 84-1261240

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

2361 McGaw Avenue

Irvine, California 92614

(Address of principal executive offices, zip code)

(949) 769-3200

(Registrant’s telephone number including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value

PDEX

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

The information in this Item 2.02 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 financial performance for the first fiscal quarter and three months ended September 30, 2025. A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Press Release dated October 30, 2025

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2025 Pro-Dex, Inc.

By: /s/ Alisha K. Charlton

Alisha K. Charlton

Chief Financial Officer