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): April 11, 2018

PRO-DEX, INC.

(Exact name of registrant as specified in its charter)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

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 1.01

Entry into a Material Definitive Agreement.

On April 11, 2018, Pro-Dex, Inc. (“Pro-Dex” or the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Mike Bynum (“Buyer”) to sell Buyer substantially all of the assets of the Company’s Fineline Molds division (“Fineline”), which is engaged in the manufacture of plastic injection molds serving customers in a variety of industries (the “Disposition”).

The aggregate purchase price for the Disposition is $310,000, of which $10,000 was paid in cash upon execution of the Agreement and an additional $20,000 is due upon close of escrow.  The balance of $280,000 is to be paid to the Company under the terms of a five-year promissory note, which bears interest at 4% per annum and requires sixty equal monthly payments of principal and accrued interest in the amount of $5,156.63 each, beginning the ninth month following the close of the transaction. Buyer’s obligations under the promissory note are secured by all of the assets of Fineline purchased by Buyer. The promissory note contains covenants and obligations customary for a transaction of this type.

A copy of the Agreement is attached as Exhibit No. 10.1 to this Current Report. The above descriptions are qualified by reference to the complete text of the Agreement, provided that the representations and warranties contained in the Agreement are not intended for investors and the public to obtain factual information about the Company.  Rather, investors and the public should look to disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.

Item  9.01

Financial Statements and Exhibits.

(d) Exhibits.

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.