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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2025
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission file number: 0-14942

PRO-DEX, INC.

(Exact name of registrant as specified in its charter)

———————

colorado	84-1261240
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2361 McGaw Avenue, Irvine, California 92614

(Address of principal executive offices and zip code)

(949) 769-3200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the 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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock outstanding as of the latest practicable date: 3,205,985 shares of common stock, no par value, as of January 27, 2026.

PRO-DEX, INC. AND SUBSIDIARY

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)	1

Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025	1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2025 and 2024	2
Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended December 31, 2025 and 2024	3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024	4
Notes to Condensed Consolidated Financial Statements	6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23

ITEM 4. CONTROLS AND PROCEDURES	23

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	24

ITEM 1A. RISK FACTORS	24

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

ITEM 5. OTHER INFORMATION	25

ITEM 6. EXHIBITS	25

SIGNATURES	26

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share amounts)


	December 31, 2025		June 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	7,953	$	419
Investments		864		6,740
Accounts receivable, net of allowance for expected credit losses of $19 and $0 at December 31, 2025 and at June 30, 2025, respectively		17,883		16,433
Deferred costs		174		24
Inventory		21,710		22,213
Income tax receivable		266		1,056
Prepaid expenses and other current assets		336		410
Total current assets		49,186		47,295

Land and building, net		6,015		6,061
Equipment and leasehold improvements, net		4,757		5,153
Right-of-use asset, net		830		1,050
Intangibles, net		12		26
Deferred income taxes, net		1,277		1,415
Investments		135		148
Other assets		44		44
Total assets	$	62,256	$	61,192

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,111	$	4,614
Accrued liabilities		4,258		3,479
Income taxes payable		1,200		186
Deferred revenue		163		202
Notes payable		2,469		6,148
Total current liabilities		12,201		14,629
Lease liability, net of current portion		419		685
Notes payable, net of current portion		8,005		9,246
Total non-current liabilities		8,424		9,931
Total liabilities		20,625		24,560
Shareholders’ equity:
Common stock; no par value; 50,000,000 shares authorized; 3,209,732 and 3,261,043 shares issued and outstanding at December 31, 2025 and June 30, 2025, respectively		—		704
Retained earnings		41,631		35,928
Total shareholders’ equity		41,631		36,632
Total liabilities and shareholders’ equity	$	62,256	$	61,192

The accompanying notes are an integral part of these condensed consolidated financial statements.

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024

Net sales	$	18,663		$	16,793		$	37,194		$	31,686
Cost of sales		12,920			11,721			26,083			21,464
Gross profit		5,743			5,072			11,111			10,222

Operating expenses:
Selling, general and administrative expenses		1,750			1,438			3,241			2,733
Research and development costs		734			942			1,502			1,784
Total operating expenses		2,484			2,380			4,743			4,517
Operating income		3,259			2,692			6,368			5,705

Other income (expense), net
Interest expense		(141	)		(204	)		(341	)		(357	)
Gain (loss) on marketable equity investments, net		(250	)		77			3,049			510
Interest and other income		60			21			74			46
Total other income (expense)		(331	)		(106	)		2,782			199

Income before income taxes		2,928			2,586			9,150			5,904
Provision for income taxes		741			546			2,283			1,398
Net income	$	2,187		$	2,040		$	6,867		$	4,506

Basic and diluted net income per share:
Basic net income per share	$	0.67		$	0.63		$	2.11		$	1.36
Diluted net income per share	$	0.66		$	0.61		$	2.07		$	1.33


Weighted-average common shares outstanding:
Basic		3,249,260			3,261,145			3,255,507			3,314,207
Diluted		3,304,042			3,337,337			3,317,777			3,378,862
Common shares outstanding		3,209,732			3,260,390			3,209,732			3,260,390

The accompanying notes are an integral part of these condensed consolidated financial statements.

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands)


	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Common stock:
Balance, beginning of period	$	905		$	1,461		$	704		$	3,917
Share-based compensation expense		165			130			325			243
Share repurchases		(2,207	)		(1,192	)		(2,207	)		(3,504	)
Shares withheld from common stock issued to employees to pay employee payroll taxes		(27	)		(33	)		(27	)		(305	)
ESPP shares issued		—			—			41			15
Reclassification of excess share repurchases⁽¹⁾		1,164			—			1,164			—
Balance, end of period		—			366			—			366

Retained earnings:
Balance, beginning of period		40,608			29,416			35,928			26,950
Net income		2,187			2,040			6,867			4,506
Shareholder distribution		(1,164	)		—			(1,164	)		—
Balance, end of period		41,631			31,456			41,631			31,456

Balance, beginning of period		41,513			30,877			36,632			30,867
Net income		2,187			2,040			6,867			4,506
Total shareholders’ equity	$	41,631		$	31,822		$	41,631		$	31,822

⁽¹⁾

During the three months ended December 31, 2025, our stock repurchases exceeded the value of cumulative common stock, and the excess has been reflected as a shareholder distribution, reducing our consolidated retained earnings.

The accompanying notes are an integral part of these condensed consolidated financial statements.

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Six Months Ended December 31,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,867		$	4,506
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		625			615
Share-based compensation		325			243
Gain on marketable equity investments		(3,049	)		(510	)
Non-cash lease recovery		(23	)		(14	)
Deferred income taxes		138			—
Amortization of loan fees, net		5			13
Credit loss expense		19			27
Changes in operating assets and liabilities:
Accounts receivable		(1,469	)		(4,606	)
Deferred costs		(150	)		109
Inventory		503			(4,342	)
Prepaid expenses and other assets		73			(991	)
Accounts payable and accrued expenses		254			3,030
Deferred revenue		(39	)		(14	)
Income taxes		1,803			(329	)
Net cash provided by (used in) operating activities		5,882			(2,263	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investments		8,938			—
Purchases of equipment and improvements		(168	)		(973	)
Net cash provided by (used in) investing activities		8,770			(973	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of common stock		(2,207	)		(3,504	)
Proceeds from ESPP contributions		41			15
Payment of employee payroll taxes on net issuance of common stock		(27	)		(305	)
Proceeds from notes payable and revolving loan		14,901			8,490
Principal payments on notes payable and revolving loan		(19,826	)		(4,025	)
Net cash provided by (used in) financing activities		(7,118	)		671

Net increase (decrease) in cash and cash equivalents		7,534			(2,565	)
Cash and cash equivalents, beginning of period		419			2,631
Cash and cash equivalents, end of period	$	7,953		$	66

The accompanying notes are an integral part of these condensed consolidated financial statements.

PRO-DEX, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(Unaudited)

(In thousands)


	Six Months Ended December 31,
	2025		2024
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	363	$	338
Cash paid during the period for income taxes by jurisdiction:
Federal income tax payments	$	150	$	1,570
California income tax payments		—		1,100
Indiana income tax payments		20		—
Florida income tax payments		170		—
Total income tax payments	$	340	$	2,670

Non-cash investing and financing activity:
Cashless stock option exercise	$	—	$	117

The accompanying notes are an integral part of these condensed consolidated financial statements.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Pro-Dex, Inc. (“we,” “us,” “our,” “Pro-Dex,” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and applicable provisions of Regulation S-K. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These financial statements should be read in conjunction with the financial statements presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results of operations for such interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2025.

Recently Adopted Accounting Standards

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which clarifies the application of derivative accounting to certain contracts and updates the guidance for share-based noncash consideration received from a customer in exchange for goods and services. Specifically, this ASU introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract. It also clarifies the guidance for share-based consideration from a customer. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted and the option to apply on a prospective or modified retrospective basis. The Company early adopted this ASU on a prospective basis as of July 1, 2025. The Company expects this ASU to reduce the cost and complexity associated with analyzing and applying the derivative guidance to contracts with underlyings based on operations or activities specific to one of the parties of the contract, such as the contingent consideration received in exchange for the Company’s shares of common stock in Monogram Technologies, Inc. (“Monogram”) described more fully in Note 4.

Recently Issued and Not Yet Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“DISE”). The ASU’s purpose is to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative, and research and development). This ASU is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating these new expanded disclosure requirements, but this standard will not impact our results of operations or financial position.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic270): Narrow-scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

No other new accounting pronouncements issued or effective during the fiscal year have, or are expected to have, a material impact on our condensed consolidated financial statements.

Segment Reporting

As of December 31, 2025, we have identified one reportable segment, as our chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, allocates resources, assesses performance, and manages our business as one segment. As our operations are managed at the consolidated level, there are no differences between the measurement of the reportable segment’s profit or loss and our condensed consolidated statement of operations.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Reclassifications

The Company’s selling expenses have been reclassified and combined with its general and administrative expenses in its consolidated statement of operations to conform to the current period presentation. Historically the Company has had only one employee in its sales department. Currently we have no employees in our sales department but in advance of the expanded disclosures required by DISE we are combining selling, general and administrative expenses to avoid potential disclosure of confidential compensation of one employee.

NOTE 2. DESCRIPTION OF BUSINESS

We specialize in the design, development, and manufacture of autoclavable, battery-powered and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and maxocranial facial markets. We have patented adaptive torque-limiting software and proprietary sealing solutions that appeal to our customers, primarily medical device distributors. Additionally, we provide engineering, quality and regulatory consulting services to our customers. We also manufacture and sell rotary air motors to a wide range of industries; however, these motors comprise a de minimis portion of our business.

In August 2020, we formed a wholly owned subsidiary, PDEX Franklin, LLC (“PDEX Franklin”), to hold title for an approximate 25,000 square foot industrial building in Tustin, California (the “Franklin Property”) that we acquired on November 6, 2020, in order to allow for the continued growth of our business. The condensed consolidated financial statements include the accounts of the Company and PDEX Franklin and all significant inter-company accounts and transactions have been eliminated. This subsidiary has no separate operations.

NOTE 3. NET SALES

The following table presents the disaggregation of net sales by revenue recognition model (in thousands):


	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Net Sales:
Over-time revenue recognition	$	149	$	41	$	625	$	89
Point-in-time revenue recognition		18,514		16,752		36,569		31,597
Total net sales	$	18,663	$	16,793	$	37,194	$	31,686

The timing of revenue recognition, billings, and cash collections results in billed accounts receivables, unbilled receivables (presented as deferred costs on our condensed consolidated balance sheets), and customer advances and deposits (presented as deferred revenue on our condensed consolidated balance sheets), where applicable. Amounts are generally billed as work progresses in accordance with agreed upon milestones. The over-time revenue recognition model consists of non-recurring engineering (“NRE”) and prototype services and typically relates to NRE services related to the evaluation, design, or customization of a medical device and is typically recognized over time utilizing an input measure of progress based on costs incurred compared to the estimated total costs upon completion. During the three and six months ended December 31, 2025, we recorded $0 and $80,000, respectively, of revenue that had been included in deferred revenue in the prior year. During the three and six months ended December 31, 2024, we recorded $0 and $14,000, respectively, of revenue that had been included in deferred revenue in the prior year. The revenue recognized from contract liabilities consisted of satisfying our performance obligations during the normal course of business. As of December 31, 2025 and 2024, we had deferred revenue of $163,000 and $0, respectively.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables summarize our contract assets and liability balances (in thousands):


	As of and for the Three Months Ended December 31,						As of and for the Six Months Ended December 31,
	2025			2024			2025			2024
Contract assets beginning balance	$	32		$	211		$	24		$	262
Expenses incurred during the year		146			40			230			97
Amounts reclassified to cost of sales		(4	)		(99	)		(80	)		(201	)
Amounts allocated to discounts for standalone selling price		—			—			—			(6	)
Contract assets ending balance	$	174		$	152		$	174		$	152


	As of and for the Three Months Ended December 31,				As of and for the Six Months Ended December 31,
	2025		2024		2025			2024
Contract liabilities beginning balance	$	122	$	—	$	202		$	14
Payments received from customers		41		—		41			—
Amounts reclassified to revenue		—		—		(80	)		(14	)
Contract liabilities ending balance	$	163	$	—	$	163		$	—

NOTE 4. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income, and cost approaches is permissible. We consider the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of a particular input to the fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.

We have categorized our cash equivalents and investments within the fair value hierarchy as follows:

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. These Level 1 assets include our money market accounts, which are classified as cash equivalents. We have categorized our cash equivalents as Level 1 assets as there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by observable market data. At December 31, 2025 and June 30, 2025, we categorized our investments in marketable equity securities as Level 2 assets.

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. We held no Level 3 assets or liabilities at December 31, 2025 or June 30, 2025.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables summarize the fair value measurements within the fair value hierarchy of our financial instruments (in thousands):


	Fair Value Measurement at December 31, 2025
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents	$	5,273		—	$	—		5,273
Marketable equity securities – short-term		—		864		—		864
Marketable equity securities – long-term		—		135		—		135
Total	$	5,273		999	$	—		6,272


	Fair Value Measurement at June 30, 2025
	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents	$	33		—	$	—		33
Marketable equity securities – short-term		—		6,740		—		6,740
Marketable equity securities – long-term		—		148		—		148
Total	$	33		6,888	$	—		6,921

Investments at December 31, 2025 and June 30, 2025 had an aggregate cost basis of $1.4 million and $3.5 million, respectively. Both short-term and long-term marketable equity securities include equity securities of public companies that are thinly traded. We classified certain investments as long-term in nature because if we decide to sell these securities, we may not be able to sell our position within one year. At December 31, 2025, the investments included unrealized losses of $402,000. At June 30, 2025, the investments included net unrealized gains of $3.3 million (gross unrealized gains of $3.5 million offset by gross unrealized losses of $213,000).

Of the total marketable equity securities at December 31, 2025 and June 30, 2025, $864,000 and $1,040,000, respectively, represent an investment in the common stock of Air T, Inc. Two of our Board members are also board members of Air T, Inc. and both either individually or through affiliates, own an equity interest in Air T, Inc. Our Chairman, one of the two Board members aforementioned, also serves as the Chief Executive Officer and Chairman of Air T, Inc. Another of our Board members is employed by Air T, Inc. as its Chief of Staff. The shares were purchased through 10b5-1 Plans, that, in accordance with our internal policies regarding the approval of related-party transactions, were approved by our then three Board members that are not affiliated with Air T, Inc.

On October 7, 2025, Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”) announced that it had completed its acquisition of Monogram and soon after the announcement we received $4.04 per share in cash for each of the 2,212,378 common shares we owned of Monogram prior to the close of the acquisition, for total proceeds of $8.9 million. Accordingly, in our second quarter of fiscal 2026, we recorded a realized gain in the amount of $6.8 million. In addition, we received 2,212,378 non-tradeable contingent value rights (“CVR’s”) payable in cash to us if Monogram completes five milestones related to proof-of concept, FDA 510(k) approval, and specific revenue milestones. The CVR payments, if earned, will range in value from $1.04 to $3.43 per CVR for a total amount of $12.37 should all milestones be attained. There is no guarantee or assurance that any milestones will be achieved.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We will record an additional gain upon receipt of CVR payments, if made. As disclosed previously, in conjunction with making our original investment in Monogram during fiscal 2017, we were granted the exclusive right to develop, engineer, manufacture and supply certain products on its behalf. Those rights were transferred in connection with Zimmer Biomet’s acquisition of Monogram and remain in effect post-acquisition. We made this investment in the hope that it could generate meaningful additional revenue which has yet to occur but may be more likely to occur in the future because Zimmer Biomet has more financial resources to assist with commercialization of Monogram’s products. However, there is no guarantee or assurance as to the amount of revenue, if any, that we may ultimately recognize from our exclusive right to develop, engineer, manufacture and supply certain products for Monogram.

We invest surplus cash from time to time through our Investment Committee, which is comprised of one management director, Mr. Van Kirk, and two non-management directors, Mr. Cabillot and Mr. Swenson, who chairs the committee. Both Messrs. Cabillot and Swenson are active investors with extensive portfolio management expertise. We leverage the experience of these committee members to make investment decisions for our surplus operating capital or borrowed funds. Additionally, many of our securities holdings include stocks of public companies that either Messrs. Swenson or Cabillot or both may own from time to time either individually or through the investment funds that they manage, or other companies whose boards they sit on, such as Air T, Inc.

NOTE 5. COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

Inventory

Inventory is stated at the lower of cost (first-in, first-out) or net realizable value and consists of the following (in thousands):

Schedule of investments
	December 31, 2025		June 30, 2025
Raw materials/purchased components	$	10,184	$	10,397
Work in process		6,810		7,422
Sub-assemblies/finished components		3,901		2,874
Finished goods		815		1,520
Total inventory	$	21,710	$	22,213

Intangibles

Intangibles consist of the following (in thousands):

Schedule of intangibles
	December 31, 2025			June 30, 2025
Patent-related costs	$	208		$	208
Less: accumulated amortization		(196	)		(182	)
	$	12		$	26

Patent-related costs consist of legal fees incurred in connection with both patent applications and a patent issuance and will be amortized over the estimated life of the product(s) that is or will be utilizing the technology, or expensed immediately in the event the patent office denies the issuance of the patent. These intangible assets are expected to be fully expensed this fiscal year.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6. WARRANTY

Our warranty accrual is based on historical costs of warranty repairs and expected future identifiable warranty expenses and is included in accrued liabilities in the accompanying condensed consolidated balance sheets. As of December 31, 2025 and June 30, 2025, the warranty reserve amounted to $370,000 and $357,000, respectively. Warranty expenses are included in cost of sales in the accompanying condensed consolidated statements of income. Changes in estimates to previously established warranty accruals result from current period updates to assumptions regarding repair costs and warranty return rates and are included in current period warranty expense.

Information regarding the accrual for warranty costs for the three and six months ended December 31, 2025 and 2024, are as follows (in thousands):

Schedule of accrual warranty costs
	As of and for the Three Months Ended December 31,						As of and for the Six Months Ended December 31,
	2025			2024			2025			2024
Beginning balance	$	379		$	300		$	357		$	277
Accruals during the period		54		$	48		$	139		$	138
Changes in estimates of prior period warranty accruals		(9	)		(7	)		(38	)		(25	)
Warranty amortization		(54	)		(29	)		(88	)		(78	)
Ending balance	$	370		$	312		$	370		$	312

NOTE 7. NET INCOME PER SHARE

We calculate basic net income per share by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted income per share reflects the effects of potentially dilutive securities, which consist of outstanding stock options, restricted shares and performance awards.

The following table presents reconciliations of the numerators and denominators of the basic and diluted earnings per share computations. In the tables below, net income amounts represent the numerator, and weighted average shares outstanding amounts represent the denominator (in thousands, except per share amounts):

Schedule of net income per share
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Basic:
Net income	$	2,187	$	2,040	$	6,867	$	4,506
Weighted average shares outstanding		3,249		3,261		3,256		3,314
Basic income per share	$	0.67	$	0.63	$	2.11	$	1.36
Diluted:
Net income	$	2,187	$	2,040	$	6,867	$	4,506
Weighted average shares outstanding		3,249		3,261		3,256		3,314
Effect of dilutive securities		55		76		62		65
Weighted average shares used in calculation of diluted earnings per share		3,304		3,337		3,318		3,379
Diluted income per share	$	0.66	$	0.61	$	2.07	$	1.33

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8. INCOME TAXES

Deferred income taxes are provided on a liability method whereby deferred tax assets and liabilities are recognized for temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Significant management judgment is required in determining our provision for income taxes and the recoverability of our deferred tax assets. Such determination is based primarily on our historical taxable income, with some consideration given to our estimates of future taxable income by jurisdictions in which we operate and the period over which our deferred tax assets would be recoverable. Our deferred tax asset is net of a valuation allowance in the gross amount of $90,000 as of December 31, 2025 and June 30, 2025.

We recognize accrued interest and penalties related to unrecognized tax benefits when applicable. The effective tax rate for the three months ended December 31, 2025, and 2024 was 25% and 21%, respectively. The effective tax rate for the six months ended December 31, 2025, and 2024 was 25% and 24%, respectively. The effective tax rate in fiscal 2026 is slightly higher than the prior fiscal year due to a prior year windfall related to vesting of employee performance awards that did not recur in fiscal 2026.

We are subject to U.S. federal income tax, as well as various state jurisdictions. Our U.S. federal income taxes are currently open to audit under the statute of limitations by the Internal Revenue Service for the fiscal years ended June 30, 2022 and later. However, because of our prior net operating losses and research credit carryovers, our tax years from June 30, 2020 and after are open to audit. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

Additionally, the One Big Beautiful Bill Act of 2025, or the 2025 Act, enacted on July 4, 2025, makes changes to U.S. corporate income taxes including reinstating the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025, and immediate expensing of research and development costs, with retroactive application for tax years starting after December 31, 2025. We are continuing our evaluation of the impact the adoption of the 2025 Act will have on our financial statements for the fiscal year ended June 30, 2026.

NOTE 9. SHARE-BASED COMPENSATION

Our 2016 Equity Incentive Plan provides for the award of up to 1,500,000 shares of our common stock in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards, and other stock-based awards. As of December 31, 2025, performance awards for 200,000 shares of common stock, non-qualified stock options for 372,000 shares of common stock, and 33,500 restricted shares of common stock have been granted under the 2016 Equity Incentive Plan.

Performance Awards

During both the three months ended December 31, 2025, and 2024, we recorded share-based compensation expense of $7,000 related to outstanding performance awards. During both the six months ended December 31, 2025, and 2024, we recorded share-based compensation expense of $14,000 related to outstanding performance awards. On December 31, 2025, there was approximately $14,000 of unrecognized compensation cost related to non-vested performance awards, which is expected to be expensed over a weighted-average period of six 6 months.

On July 1, 2024, it was determined by the Compensation Committee that the vesting of performance awards for 40,000 shares of common stock had been achieved. Each participant elected a net issuance to cover their individual withholding taxes and, therefore, we issued participants 25,134 shares of common stock and paid $273,000 of participant-related payroll tax liabilities.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Non-Qualified Stock Options

In December 2020, the Compensation Committee granted non-qualified stock options for 310,000 shares of common stock to our directors and certain employees under the 2016 Equity Incentive Plan. The vesting of these stock options is tied to the completion of service periods that range from 18 months to 10.5 years from the date of grant and the achievement of our common stock trading at certain pre-determined prices. The weighted average fair value of the stock option awards granted in fiscal 2021 was $16.72, calculated using a Monte Carlo simulation. During both the three months ended December 31, 2025 and 2024, we recorded compensation expense of $104,000 related to these options. During both the six months ended December 31, 2025 and 2024, we recorded compensation expense of $208,000 related to these options. As of December 31, 2025, 26,250 of these stock options have vested, 126,250 have been forfeited either due to termination or our stock price not attaining the pre-determined price, and 157,500 remain outstanding and unvested and there was approximately $937,000 of unrecognized compensation cost related to the non-vested stock options.

Restricted Shares

In November 2024, the Compensation Committee awarded 18,000 restricted shares of common stock to our directors and certain employees under the 2016 Equity Incentive Plan. The shares vest ratably over five years from the date of grant. The fair value of the restricted shares on the date of grant was $857,000, based upon the closing price of our common stock on the date of grant. During the second quarter of fiscal 2026, 3,600 shares were vested and 872 shares were forfeited by employees to pay their individual withholding taxes and therefore we issued 2,728 shares of common stock and paid $27,000 of participant-related payroll tax liabilities.

In November 2025, the Compensation Committee awarded 15,500 restricted shares of common stock to our directors and certain employees under the 2016 Equity Incentive Plan. The shares vest ratably over five years from the date of grant. The fair value of the restricted shares on the date of grant was $478,000, based upon the closing price of our common stock on the date of grant.

During the three months ended December 31, 2025 and 2024, we recorded compensation expense of $53,000 and $19,000, respectively, related to these restricted shares. During the six months ended December 31, 2025 and 2024, we recorded compensation expense of $96,000 and $19,000, respectively, related to these restricted shares. As of December 31, 2025, there was approximately $1.1 million of unrecognized compensation cost related to these restricted shares.

Employee Stock Purchase Plan

In September 2014, our Board approved the establishment of an Employee Stock Purchase Plan (the “ESPP”) and reserved 704,715 shares of our common stock for issuance pursuant to the ESPP. The ESPP conforms to the provisions of Section 423 of the Internal Revenue Code, has coterminous offering and purchase periods of six months, and bases the pricing to purchase shares of our common stock on a formula so as to result in a per-share purchase price that approximates a 15% discount from the market price of a share of our common stock at either the beginning or the end of the purchase period, whichever is lower. The ESPP was approved by our shareholders at our 2014 Annual Meeting. An amendment to the ESPP to extend its term for an additional ten years (through 2035) was approved by our Board in October 2023 and by our shareholders at our 2023 Annual Meeting.

During the three months ended December 31, 2025 and 2024, we did not record any share-based compensation expense relating to the ESPP, due to the fact that no six-month offering period ended during either quarter. During the six months ended December 31, 2025 and 2024, 961 and 940 shares of our common stock were purchased under the ESPP, respectively, and allocated to employees based upon their contributions at prices of $42.34 and $16.22, respectively, per share. On a cumulative basis, since the inception of the ESPP, employees have purchased a total of 38,056 shares of our common stock. During the six months ended December 31, 2025 and 2024, we recorded share-based compensation expense in the amount of $7,000 and $3,000, respectively, relating to the ESPP.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 10. MAJOR CUSTOMERS AND SUPPLIERS

Information with respect to customers that accounted for sales in excess of 10% of our total sales in either of the three-month or the six-month periods ended December 31, 2025 and 2024, is as follows (in thousands, except percentages):

Schedule of sales by major customers
	Three Months Ended December 31,
	2025					2024
	Amount		Percent of Total			Amount		Percent of Total

Net sales	$	18,663		100	%	$	16,793		100	%

Customer concentration:
Customer 1	$	14,759		79	%	$	13,515		80	%
Customer 2		1,686		9	%		1,784		11	%
Total	$	16,445		88	%	$	15,299		91	%


	Six Months Ended December 31,
	2025					2024
	Amount		Percent of Total			Amount		Percent of Total

Net sales	$	37,194		100	%	$	31,686		100	%

Customer concentration:
Customer 1		29,259		79	%		24,892		79	%
Customer 2		3,521		9	%		3,621		11	%
Total	$	32,780		88	%	$	28,513		90	%

Information with respect to accounts receivable from those customers that comprised more than 10% of our gross accounts receivable at either December 31, 2025 or June 30, 2025, is as follows (in thousands, except percentages):

Schedule of gross accounts receivable
	December 31, 2025				June 30, 2025
Total gross accounts receivable	$	17,902	100	%	$	16,433	100	%

Customer concentration:
Customer 1	$	14,632	82	%	$	11,895	72	%
Customer 2		1,989	11	%		2,768	17	%
Total.	$	16,621	93	%	$	14,663	89	%

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During the three and six months ended December 31, 2025 and 2024, we had three suppliers that accounted for 10% or more of total inventory purchases. Information with respect to suppliers that accounted for in excess of 10% of our inventory purchases in either of the three-month or the six-month periods ended December 31, 2025 and 2024, is as follows (in thousands, except percentages):

Schedule of inventory purchases
	Three Months Ended December 31,
	2025					2024
	Amount		Percent of Total			Amount		Percent of Total

Total Inventory purchases	$	6,918		100	%	$	7,319		100	%

Supplier concentration:
Supplier 1	$	1,395		20	%	$	1,797		25	%
Supplier 2		1,144		16	%		875		12	%
Supplier 3		868		13	%		992		13	%
Total	$	3,407		49	%	$	3,664		50	%


	Six Months Ended December 31,
	2025					2024
	Amount		Percent of Total			Amount		Percent of Total

Total inventory purchases	$	13,297		100	%	$	13,064		100	%

Supplier concentration:
Supplier 1		1,836		14	%		3,189		24	%
Supplier 2		2,045		15	%		1,424		11	%
Supplier 3		2,027		15	%		1,715		13	%
Total	$	5,908		44	%	$	6,328		48	%

Information with respect to accounts payable due to those suppliers that comprised more than 10% of our inventory purchases at either December 31, 2025 or June 30, 2025, is as follows (in thousands, except percentages):

Schedule of accounts payable
	December 31, 2025				June 30, 2025
Total accounts payable	$	4,111	100	%	$	4,614	100	%

Supplier concentration:
Supplier 1	$	1,650	40	%	$	735	16	%
Supplier 2		501	12	%		1,016	22	%
Supplier 3		92	2	%		298	6	%
Total.	$	2,243	54	%	$	2,049	44	%

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11. NOTES PAYABLE AND FINANCING TRANSACTIONS

UMB BANK, N.A. (“UMB”)

We have several outstanding term loans as well as a revolving loan (the “Amended Revolving Loan”) with UMB (formerly Minnesota Bank & Trust or MBT). Additionally, on July 31, 2024 (the “Fourth Amendment Date”), we entered into Amendment No. 4 to our Amended and Restated Credit Agreement (the “Fourth Amendment”) which amended the Company’s Amended and Restated Credit Agreement with UMB. The Fourth Amendment (i) provided for a new term loan, Term Loan C, in the amount of $5.0 million, (ii) used the proceeds from Term Loan C to repay the entire $3.0 million balance that was outstanding on the Fourth Amendment Date under the Amended Revolving Loan, and (iii) terminated our Supplemental Loan, under which no amounts had been drawn. Loan origination fees in the amount of $10,000 were paid to UMB in conjunction with Term Loan C. On December 23, 2024, we entered into Amendment No. 5 to the Amended Credit Agreement (the “Fifth Amendment”), which extended the maturity date of the Amended Revolving Loan from December 29, 2025, to December 29, 2026. On April 8, 2025, we entered into Amendment No. 6 to the Amended Credit Agreement (the “Sixth Amendment”), which among other things, increased the revolving line of credit under the Amended Revolving Loan from $7,000,000 to $11,000,000. Loan origination fees in the amount of $8,000 were paid to UMB in connection with the Sixth Amendment.

The balance on our outstanding loans (in thousands) is as follows (exclusive of unamortized loan fees):

Schedule of unamortized loan
	December 31, 2025		June 30, 2025
Notes Payable:
Term Loan A	$	2,261	$	2,795
Term Loan B		337		416
Term Loan C		3,667		4,167
Property Loan		4,242		4,347
Amended Revolving Loan		—		3,706
Total notes payable	$	10,507	$	15,431

Term Loan A and Term Loan B both bear interest at a fixed rate of 3.84% per annum, the Property Loan bears interest at a fixed rate of 3.55% per annum and Term Loan C bears interest at an annual rate equal to the greater of (a) 5%, or (b) SOFR for a one-month period from the website of the CME Group Benchmark Administration Limited plus 2.5% (the “Adjusted Term SOFR Rate”). The Amended Revolving Loan bears interest at an annual rate equal to the greater of (a) 4%, or (b) the Adjusted Term SOFR Rate. Term Loan A and Term Loan B are both fully amortizing and mature on November 1, 2027, and Term Loan C is fully amortizing and matures on August 1, 2029. The Property Loan matures on November 1, 2030, at which time a balloon payment of $3.1 million is due, and the Amended Revolving Loan matures on December 29, 2026.

Any payment on Term Loan A, Term Loan B, Term Loan C, the Property Loan, or Amended Revolving Loan (collectively, the “Loans”) not made within seven days after the due date is subject to a late payment fee equal to 5% of the overdue amount. Upon the occurrence and during the continuance of an event of default, the interest rate of all Loans will be increased by 3% and UMB may, at its option, declare all of the Loans immediately due and payable in full. The Loans are secured by substantially all of the Company’s assets pursuant to a Security Agreement entered into on September 6, 2018, between the Company and UMB. The Property Loan is secured by the Franklin Property pursuant to a Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of UMB and by an assignment of Leases and Rents by PDEX Franklin in favor of UMB (collectively, the “Property Loan Security Agreements”).

The Amended Credit Agreement, Amended Security Agreement, Property Loan Security Agreement, Term Note A, Term Note B, Term Note C, Property Note, and Amended Revolving Note contain representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type. We believe that we are in compliance with all of our debt covenants as of December 31, 2025, but there can be no assurance that we will remain in compliance for the duration of the term of the Loans.

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 12. COMMON STOCK

Share Repurchase Program

In December 2019, our Board approved a new share repurchase program authorizing us to repurchase up to one million shares of our common stock, as the prior repurchase plan authorized by our Board in 2013 was nearing completion. In accordance with, and as part of, these share repurchase programs, our Board approved the adoption of several prearranged share repurchase plans intended to qualify for the safe harbor provided by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“10b5-1 Plan” or “Plan”). During both the three and six months ended December 31, 2025, we repurchased 55,000 shares at an aggregate cost, inclusive of fees under the Plan, of $2.2 million. During the three and six months ended December 31, 2024, we repurchased 38,172 and 130,148 shares, respectively, at an aggregate cost, inclusive of fees under the Plan, of $1.2 million and $3.5 million, respectively. On a cumulative basis, since implementation of the share repurchase program in 2013, we have repurchased a total of 1,566,497 shares under the share repurchase program at an aggregate cost, inclusive of fees, of $26.4 million. All repurchases under the 10b5-1 Plans were administered through an independent broker.

As of December 31, 2025, our cumulative stock repurchases have exceeded our recorded value of common stock, and the excess has been reflected as a shareholder distribution, reducing our consolidated retained earnings.

NOTE 13. LEASES

Our operating lease right-of-use asset and long-term liability are presented separately on our condensed consolidated balance sheets. The current portion of our operating lease liability as of December 31, 2025, in the amount of $520,000, is presented within accrued liabilities on the condensed consolidated balance sheets.

As of December 31, 2025, our operating lease has a remaining lease term of one year and nine months and an imputed interest rate of 5.53%. Cash paid for base rent amounts included in the lease liability for the three and six months ended December 31, 2025 totaled $139,000 and $273,000, respectively, and for the three and six months ended December 31, 2024 totaled $135,000 and $265,000, respectively.

As of December 31, 2025, the maturity of our lease liability is as follows (in thousands):


		Operating Lease
Fiscal Year:
	2026		277
	2027		567
	2028		143
	Total lease payments		987
	Less imputed interest:		(48	)
	Total	$	939

PRO-DEX, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 14. COMMITMENTS AND CONTINGENCIES

Legal Matters

We may be involved from time to time in various legal proceedings arising either in the ordinary course of our business or incidental to our business. There can be no certainty, however, that we may not ultimately incur liability or that such liability will not be material and adverse.

NOTE 15. SUBSEQUENT EVENTS

We have evaluated subsequent events through the date of this report. There were no subsequent events that require disclosure.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes and other financial information appearing elsewhere in this report.

COMPANY OVERVIEW

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the results of operations and financial condition of Pro-Dex, Inc. (“Company,” “Pro-Dex,” “we,” “our,” or “us”) for the three-month and six-month periods ended December 31, 2025 and 2024. This discussion should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this report. This report contains certain forward-looking statements and information. The cautionary statements included herein should be read as being applicable to all related forward-looking statements wherever they may appear. Our actual future results could differ materially from those discussed herein.

Except for the historical information contained herein, the matters discussed in this report, including, but not limited to, discussions of our product development plans, business strategies, strategic opportunities, and market factors influencing our results, are forward-looking statements that involve certain risks and uncertainties. Actual results may differ from those anticipated by us as a result of various factors, both foreseen and unforeseen, including, but not limited to, our ability to continue to develop new products and increase sales in markets characterized by rapid technological evolution, our ability to optimize our operations at our Franklin facility, consolidation within our target marketplace and among our competitors, employee turnover, competition from larger, better capitalized competitors, and our ability to realize returns on opportunities. Many other economic, competitive, governmental, and technological factors could impact our ability to achieve our goals. You are urged to review the risks, uncertainties, and other cautionary language described in this report, as well as in our other public disclosures and reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, the risks, uncertainties, and other cautionary language discussed in our Annual Report on Form 10-K for our fiscal year ended June 30, 2025.

We specialize in the design, development, and manufacture of autoclavable, battery-powered, and electric, multi-function surgical drivers and shavers used primarily in the orthopedic, thoracic, and maxocranial facial (“CMF”) markets. We have patented adaptive torque-limiting software and proprietary sealing solutions that appeal to our customers, primarily medical device distributors. Additionally, we provide engineering, quality, and regulatory consulting services to our customers. We also manufacture and sell rotary air motors to a wide range of industries; however, these motors compromise a de minimis portion of our business.

Our principal headquarters are located at 2361 McGaw Avenue, Irvine, California 92614 and our phone number is (949) 769-3200. Our Internet address is www.pro-dex.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports, and other SEC filings are available free of charge through our website as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. In addition, our Code of Ethics and other corporate governance documents may be found on our website at the Internet address set forth above. Our filings with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov and company specific information at www.sec.gov/edgar/searchedgar/companysearch.html.

Basis of Presentation

The condensed consolidated results of operations presented in this report are not audited and are not necessarily indicative of the results to be expected for the entirety of the fiscal year ending June 30, 2026, or any other interim period during such fiscal year. Our fiscal year ends on June 30 and our fiscal quarters end on September 30, December 31, and March 31. Unless otherwise stated, all dates refer to our fiscal year and those fiscal quarters.

Critical Accounting Estimates and Judgments

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements. Management believes that there have been no significant changes during the three and six months ended December 31, 2025 to the items that we disclosed as our critical accounting policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Business Strategy and Future Plans

Our business today is almost entirely driven by sales of our medical devices. Many of our significant customers place purchase orders for specific products that were developed under various development and/or supply agreements. Our customers may request that we design and manufacture a custom surgical device or they may hire us as a contract manufacturer to manufacture a product of their own design. In either case, we have extensive experience with autoclavable, battery-powered, and electric, multi-function surgical drivers and shavers. We continue to focus a significant percentage of our time and resources on providing outstanding products and service to our valued principal customers. During the second quarter of fiscal 2026, our largest customer executed an amendment to our existing supply agreement such that we shall continue to supply their surgical handpieces to them through calendar 2028. We are actively pursuing the acquisition of one of our significant suppliers to help meet the increased demand as a result of this contract extension.

We are also working to build top-line sales through active proposals of new medical device products with new and existing customers. Our patented adaptive torque-limiting software has been very well received in the CMF and thoracic markets. Additionally, our latest Pro-Dex branded product, the Helios driver for CMF applications, featuring our adaptive torque-limiting software, is expected to be released for production later this fiscal year. While we have had interest in this product, there is no guarantee that our existing customers or new customers will purchase this new driver.

In November 2020, we purchased an approximate 25,000 square foot industrial building in Tustin, California (the “Franklin Property”). This building is located approximately four miles from our Irvine, California headquarters and was acquired to provide us additional capacity for our expected continued future growth, including anticipated expanded capacity for the manufacture of batteries and new products. We began operations in the new facility during the fourth quarter of fiscal 2023 and believe that the additional capacity will allow for our continued expected growth.

Our current objectives are focused primarily on maintaining our relationships with our current medical device customers, investing in research and development activities to design unique medical devices as well as Pro-Dex branded drivers to leverage our torque-limiting software, expanding our manufacturing capacity through the continuation of operations at the Franklin Property, and promoting active product development proposals to new and existing customers for both orthopedic shavers and screw drivers for a multitude of surgical applications, while monitoring closely the progress of all these individual endeavors. While we expect revenue growth in the future, it may not be a consistent trajectory but rather periods of incremental growth that current expenditures are helping to create. However, there can be no assurance that we will be successful in any of these objectives.

Description of Business Operations

Revenue

The majority of our revenue is derived from designing, developing, and manufacturing surgical devices for the medical device industry. The proportion of total sales by type is as follows (in thousands, except percentages):

	Three Months Ended December 31,											Six Months Ended December 31,
	2025					2024						2025						2024
			% of Revenue						% of Revenue						% of Revenue						% of Revenue
Net sales:
Medical device products	$	15,172		81	%	$	12,232			73	%	$	29,554			79	%	$	22,144			70	%
Industrial and scientific		191		1	%		167			1	%		363			1	%		311			1	%
NRE & Prototype		149		1	%		41			—			625			2	%		89			—
Repairs		3,147		17	%		4,862			29	%		6,977			19	%		9,998			32	%
Discounts and other		4		—			(509	)		(3	%)		(325	)		(1	%)		(856	)		(3	%)
	$	18,663		100	%	$	16,793			100	%	$	37,194			100	%	$	31,686			100	%

Certain of our medical device products utilize proprietary designs developed by us under exclusive development and/or supply agreements. All of our medical device products utilize proprietary manufacturing methods and know-how, are manufactured or machined in our Irvine, California facility, and are assembled in our Tustin, California facility (as are our industrial products). Details of our medical device sales by type is as follows (in thousands, except percentages):

	Three Months Ended December 31,										Six Months Ended December 31,
	2025					2024					2025					2024
			% of Total					% of Total					% of Total					% of Total
Medical device sales:
Orthopedic	$	11,884		78	%	$	9,330		76	%	$	22,938		78	%	$	16,024		72	%
CMF		3,105		21	%		1,839		15	%		5,933		20	%		4,041		18	%
Thoracic		183		1	%		1,063		9	%		683		2	%		2,079		10	%
Total	$	15,172		100	%	$	12,232		100	%	$	29,554		100	%	$	22,144		100	%

Sales of our medical device products increased $2.9 million, or 24%, for the three months ended December 31, 2025, and increased $7.4 million, or 33%, for the six months ended December 31, 2025, compared to the corresponding periods of the prior fiscal year. Our orthopedic sales increased $2.6 million, or 27%, and $6.9 million, or 43%, respectively, for the three and six months ended December 31, 2025 compared to the corresponding period of the prior fiscal year, due primarily to the launch of our largest customer’s next generation handpiece. We expect to see similar increases in orthopedic sales for at least the remainder of this fiscal year. Recurring revenue from CMF drivers increased $1.3 million, or 69%, and $1.9 or 47%, respectively for the three and six months ended December 31, 2025 compared to the corresponding period of the prior fiscal year. Our thoracic sales decreased $880,000, or 83% and $1.4 million or 67%, respectively for the three and six months ended December 31, 2025 compared to the corresponding period of the prior fiscal year. While we do not have much visibility into our customers’ distribution networks, this level of change in thoracic and CMF sales (whether an increase or decrease) is not uncommon and fluctuations occur based upon our customers’ required inventory levels.

Sales of our compact pneumatic air motors, reported as “Industrial and scientific” sales above, increased $24,000, or 14%, and $52,000, or 17%, respectively, for the three and six months ended December 31, 2025, compared to the corresponding periods of the prior fiscal year. These are legacy products with no substantive marketing efforts and, as such, expect to see continued minimal revenue from these products in the future. Our non-recurring (“NRE”) and proto-type revenue increased $108,000, or 263%, and $536,000, or 602%, respectively, for the three and six months ended December 31, 2025, compared to the corresponding periods of the prior fiscal year, due to an increase in billable contracts for various NRE projects undertaken for our customers.

Repair revenue decreased $1.7 million, or 35%, and $3.0 million, or 30%, respectively, for the three and six months ended December 31, 2025, compared to the corresponding periods of the prior fiscal year, due to fewer repairs of the legacy orthopedic handpiece we sell to our largest customer. While we do not have much visibility into our largest customer’s distribution networks, they may be reducing repairs of legacy handpieces in favor of replacing them with the next generation handpiece, in which case we may continue to experience future declines in repair revenue.

At December 31, 2025, we had a backlog of approximately $37.4 million, of which $32.5 million is scheduled to be delivered in fiscal 2026 and the balance is scheduled to be delivered the following fiscal year. Our backlog represents firm purchase orders received and acknowledged from our customers and does not include all revenue expected to be generated from existing customer contracts. We may experience variability in our new order bookings due to various reasons, including, but not limited to, the timing of major new product launches and customer planned inventory builds. However, we do not typically experience seasonal fluctuations in our shipments and revenues.

Cost of Sales and Gross Margin
(in thousands except percentages)

	Three Months Ended December 31,										Six Months Ended December 31,
	2025					2024					2025					2024
			% of Total					% of Total					% of Total					% of Total
Cost of sales:
Product cost	$	11,810		91	%	$	10,680		91	%	$	24,218		93	%	$	19,802		92	%
Under(over)-absorption of manufacturing costs		876		7	%		1,008		9	%		1,495		6	%		1,559		7	%
Inventory and warranty charges		234		2	%		33		—			370		1	%		103		1	%
Total cost of sales	$	12,920		100	%	$	11,721		100	%	$	26,083		100	%	$	21,464		100	%

	Three Months Ended December 31,						Six Months Ended December 31,						Year over Year ppt Change
	2025			2024			2025			2024			Three Months		Six Months

Gross margin		31	%		30	%		30	%		32	%		1		(2	)

Cost of sales for the three and six months ended December 31, 2025, increased $1.2 million, or 10%, and $4.6 million, or 21%, respectively, compared to the corresponding periods of the prior fiscal year. The increase in cost of sales is consistent with the 11% and 17% increase in revenue for the three and six months ended December 31, 2025, respectively, compared to the corresponding periods of the prior fiscal year. Additionally, under-absorption for the three and six months ended December 31, 2025, decreased $132,000 and $64,000, respectively, compared to the corresponding periods of the prior fiscal year. Inventory and warranty charges for the three and six months ended December 31, 2025, increased $201,000, or 609%, and $267,000 or 259%, respectively, compared to the corresponding periods of the prior fiscal year, primarily due to an increase in inventory reserves.

Gross profit increased by $671,000, or 13%, and $889,000, or 9%, for the three and six months ended December 31, 2025, respectively, compared to the corresponding periods of the prior fiscal year. Gross margin as a percentage of sales for the three months ended December 31, 2025, increased 1 percentage point, and for the six months ended December 31, 2025, decreased 2 percentage points, compared to the corresponding periods of the prior fiscal year.

Operating Expenses

Operating Costs and Expenses
(in thousands except % change)

	Three Months Ended December 31,										Six Months Ended December 31,										Year over Year % Change
	2025					2024					2025					2024					Three Months			Six Months
			% of Net Sales					% of Net Sales					% of Net Sales					% of Net Sales
Operating expenses:
Selling expenses	$	39		—		$	49		—		$	112		—		$	98		—			(20	%)		14	%
General and administrative expenses		1,711		9	%		1,389		8	%		3,129		9	%		2,635		8	%		23	%		19	%
Research and development costs		734		4	%		942		6	%		1,502		4	%		1,784		6	%		(22	%)		(16	%)
	$	2,484		13	%	$	2,380		14	%	$	4,743		13	%	$	4,517		14	%		4	%		5	%

Selling expenses consist of salaries and other personnel-related expenses for our business development department, as well as advertising and marketing expenses, and travel and related costs incurred in generating and maintaining our customer relationships. Selling expenses for the three months ended December 31, 2025 decreased $10,000 compared to the corresponding periods of fiscal 2025. Selling expenses for the six months ended December 31, 2025 increased $14,000 compared to the corresponding periods of fiscal 2025.

General and administrative expenses (“G&A”) consists of salaries and other personnel-related expenses of our accounting, finance, facilities, and human resource personnel, as well as costs for outsourced information technology services, professional fees, directors’ fees, and other costs and expenses attributable to being a public company. G&A expenses increased $322,000 and $494,000, respectively, during the three and six months ended December 31, 2025, when compared to the corresponding periods of the prior fiscal year. The increases relates primarily to a $225,000 bonus earned and paid to the Company’s Chief Executive Officer in the second quarter of fiscal 2026 as well as an overall increase in personnel costs and consulting fees related to the potential acquisition of one of our significant suppliers that we are currently pursuing.

Research and development costs generally consist of salaries, employer paid benefits, and other personnel- related costs of our engineering and support personnel, as well as allocated facility and information technology costs, professional and consulting fees, patent-related fees, lab costs, materials, and travel and related costs incurred in the development and support of our products. Research and development costs for the three and six months ended December 31, 2025, decreased $208,000 and $282,000, respectively, compared to the corresponding periods of the prior fiscal year. The decrease for the three months ended December 31, 2025, compared to the comparable period of the prior year is primarily related to an increase in billable project expenses of $64,000, a decrease in internal project expenses of $55,000, as well as decreases in recruiting fees of $13,000 and legal fees related to our intellectual property of $51,000. The decrease for the six months ended December 31, 2025, compared to the comparable period of the prior year is primarily related to a decrease in recruiting fees of $78,000, a decrease in internal project costs of $117,000, an increase in billable project expenses of $65,000 and a decrease in legal fees related to our intellectual property of $70,000. When our engineers are engaged in billable projects as opposed to internal projects, costs get shifted to cost of sales instead of research and development. While we are currently in development on two internal projects, project expenses for the periods presented in this report are not material.

The majority of our research and development costs relate to sustaining activities related to products we currently manufacture and sell. As we introduce new products into the market, we expect to see an increase in sustaining and other engineering expenses. Typical examples of sustaining engineering activities include, but are not limited to, end-of-life component replacement, especially in electronic components found in our printed circuit board assemblies, analysis of customer complaint data to improve process and design, replacement and enhancement of tooling and fixtures used in the machine shop, assembly operations, and inspection areas to improve efficiency and through-put.

Other Income (Expense), net

Interest and Other Income

Interest income for the three and six months ended December 31, 2025, and 2024 includes interest and dividends from our money market accounts and investment portfolio.

Gain (Loss) on Investments

During the second quarter of fiscal 2026 Zimmer Biomet Holdings, Inc. acquired Monogram Technologies, Inc. (“Monogram”) and we received $4.04 in cash for each of the 2,212,378 common shares that we owned of Monogram prior to the close of the acquisition. Accordingly, we realized a gain in the amount of $6.8 million related to this investment described more fully in Note 4 to the condensed consolidated financial statements contained elsewhere in this report. During the three months ended December 31, 2025, we also reversed the previously recorded unrealized gain related to Monogram in the amount of $6.8 million, which fully offset the realized gain. In addition, we have also recorded unrealized gains and losses on our investment portfolio for the three and six months ended December 31, 2025 and 2024. All of our investments are recorded at estimated fair value as of December 31, 2025, and relate to common stock of publicly traded companies whose stock price is subject to significant volatility.

Interest Expense

Interest expense consists primarily of interest expense related to our UMB Bank (“UMB”) loans described more fully in Note 11 to the condensed consolidated financial statements contained elsewhere in this report.

Income Tax Expense

The effective tax rate for the three months ended December 31, 2025, and 2024 was 25% and 21%, respectively. The effective tax rate for the six months ended December 31, 2025, and 2024 is 25% and 24%, respectively. The effective tax rate is slightly higher in fiscal 2026 than the prior year due to a windfall related to vesting of performance awards in fiscal 2025 that did not recur during the current fiscal year.

Liquidity and Capital Resources

Cash and cash equivalents at December 31, 2025 increased $7.5 million to $8.0 million as compared to $419,000 at June 30, 2025. The following table includes a summary of our condensed statements of cash flows contained elsewhere in this report.

	As of and For the Six Months Ended December 31,
	2025			2024
	(in thousands)
Cash provided by (used in):
Operating activities	$	5,882		$	(2,263	)
Investing activities	$	8,770		$	(973	)
Financing activities	$	(7,118	)	$	671

Cash and Working Capital:
Cash and cash equivalents	$	7,953		$	66
Working Capital	$	36,985		$	27,161

Operating Activities

Net cash provided by operating activities was $5.9 million for the six months ended December 31, 2025, primarily due to our net income of $6.9 million plus non-cash depreciation and share-based compensation of $625,000 and $325,000, respectively, less the net gains on marketable equity investments of $3.0 million. Additionally, income taxes payable increased by $1.8 million and inventory decreased by $503,000. Offsetting these cash inflows, our accounts receivable increased by $1.5 million consistent with increased revenue in fiscal 2026 compared to fiscal 2025.

Net cash used in operating activities was $2.3 million for the six months ended December 31, 2024, due in part to net income of $4.5 million and non-cash depreciation and amortization of $615,000 offset by non-cash unrealized gains on marketable equity investments of $510,000. Additionally, accounts receivable, inventory and prepaid and other assets increased $4.6 million, $4.3 million, and $991,000, respectively, for the six months ended December 31, 2024, offset by an increase in accounts payable and accrued expenses of $3.0 million. As our business continues to grow, we expect to see increases in both inventory and accounts payable. Our accounts receivable is similarly expected to increase during periods of increased revenue.

Investing Activities

Net cash generated from investing activities was $8.8 million and relates primarily to the proceeds received from our Monogram investment, more fully described in Note 4 to the condensed consolidated financial statements contained elsewhere in this report.

Net cash used in investing activities for the six months ended December 31, 2024 was $973,000 and related mostly to equipment purchases for our machine shop, assembly, and inspection.

Financing Activities

Net cash used in financing activities for the six months ended December 31, 2025, totaled $7.1 million and related primarily to the net principal payments of $4.9 million on our loans from UMB more fully described in Note 11 to the condensed consolidated financial statements contained elsewhere in this report, as well as repurchase of 55,000 shares of our common stock pursuant to our share repurchase program in the amount of $2.2 million.

Net cash provided by financing activities for the six months ended December 31, 2024, included net borrowings in the amount of $4.5 million primarily related to the Term Loan C described in Note 11 the condensed consolidated financial statements contained elsewhere in this report, offset by the repurchase of $3.5 million of our common stock pursuant to our share repurchase program, as well as $305,000 of employee payroll taxes related to shares of common stock issued to employees under previously granted performance awards and nonqualified stock options.

Financing Facilities & Liquidity Requirements for the Next Twelve Months

As of December 31, 2025, our working capital was $37.0 million. We currently believe that our existing cash and cash equivalents coupled with our accounts receivable balances as well as our expected cash flows from operations will provide us with sufficient funds to satisfy our cash requirements as our business is currently conducted for at least the next 12 months.

We are focused on maximizing our working capital by monitoring expenses, identifying cost savings, and investing only in those development programs and products that we believe will most likely contribute to our profitability. As we execute on our current strategy, however, we may require debt and/or equity capital to fund our working capital needs and requirements for capital equipment to support our manufacturing, assembly, and inspection processes. In particular, we have experienced negative operating cash flow in the past, especially as we procure long-lead time materials to satisfy our backlog, which can be subject to extensive variability. We believe that if we need additional capital to fund our operations, we can borrow against our revolving loan with UMB which has an available balance of $11.0 million as of December 31, 2025.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer) conducted an evaluation of the design and operation of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer and principal accounting officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

In accordance with SEC rules, an evaluation was performed under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer of the effectiveness, as of December 31, 2025, of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). “Internal control over financial reporting” includes those policies and procedures that:

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Based on that evaluation as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective.

Internal Control over Financial Reporting

During the three months ended December 31, 2025, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 14 to condensed consolidated financial statements contained elsewhere in this report.

ITEM 1A. RISK FACTORS

Our business, future financial condition and results of operations are subject to a number of factors, risks and uncertainties, which are disclosed in Item 1A, entitled “Risk Factors” in Part I of our Annual Report on Form 10-K for our fiscal year ended June 30, 2025, as well as any amendments thereto or additions and changes thereto contained in this quarterly report on Form 10-Q for the quarter ended December 31, 2025. Additional information regarding some of those risks and uncertainties is contained in the notes to the condensed financial statements included elsewhere in this report and in Part I, Item 2, of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks and uncertainties disclosed in our Form 10-K, our quarterly reports on Form 10-Q, and other reports filed with the SEC are not necessarily all of the risks and uncertainties that may affect our business, financial condition and results of operations in the future. There have been no material changes to the risk factors as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases by the Company of its common stock during the quarter ended December 31, 2025 were as follows:

Period		Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
	October 1, 2025 to October 31, 2025		—		—		—		313,882
	November 1, 2025 to November 30, 2025		10,725	$	33.34		9,853		304,029
	December 1, 2025 to December 31, 2025		45,147	$	41.53		45,147		258,882

Shares repurchased during the period of November 1, 2025 to November 30, 2025 include 872 shares withheld to pay individual withholding taxes of employees of the Company in connection with the vesting of the employees’ restricted shares. All other repurchases were made pursuant to the Company’s previously announced repurchase program. For information concerning the Company’s repurchase program, please see the discussion under the caption “Share Repurchase Program” in Note 12 to the condensed consolidated financial statements included elsewhere in this report.

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements and Policies

On November 12, 2025, our Chief Executive Officer, Richard Van Kirk, adopted a “Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulations S-K. This trading arrangement is intended to satisfy the Rule 10b5-1 affirmative defense. This trading arrangement commences on February 11, 2026, terminates on November 4, 2027, unless earlier terminated in accordance with its terms, and covers the disposition of up to 20,000 shares of our common stock. The remaining terms of the trading arrangement are confidential. The plan was adopted for diversification of the individual’s portfolio and not for any other purpose. No additional directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit		Description

31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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, thereunto duly authorized.

		PRO-DEX, INC.

Date: January 29, 2026		/s/ Richard L. Van Kirk
		Richard L. Van Kirk Chief Executive Officer (principal executive officer)

Date: January 29, 2026

/s/ Alisha K. Charlton

Alisha K. Charlton
Chief Financial Officer

(principal financial officer and principal accounting officer)

EXHIBIT INDEX

Exhibit

Description

31.1

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

PRO DEX INC 10-Q