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 2025-04-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 ___________________

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 30,
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 000-14942

 ___________________

 PRO-DEX, INC.

 (Exact name of registrant as specified in its
charter)

 Colorado

 (State or Other Jurisdiction

 of Incorporation or Organization)

 2361 McGaw Avenue, Irvine, CA

 (Address of Principal Executive Offices)

 84-1261240

 (I.R.S. Employer

 Identification No.)

 92614

 (Zip Code)

 ___________________

 Registrant's
telephone number, including area code: ( 949) 769-3200

 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

 ___________________

mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

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.

mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.

mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 As of December 31,
2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing
sales price on the Nasdaq Capital Market was approximately $ 79.9 million. For the purpose of this calculation shares owned by officers,
directors, and 10% shareholders known to the registrant have been deemed to be owned by affiliates. This calculation does not reflect
a determination that persons are affiliates for any other purposes.

 As of September 3, 2025, 3,261,979 shares
of the registrant's no par value common stock were issued and outstanding.

 Documents incorporated
by reference:

 Part III of this
report incorporates by reference certain information from the registrant's definitive proxy statement (the "Proxy Statement")
for its 2025 Annual Meeting of Shareholders. The Proxy Statement will be filed with the U.S. Securities and Exchange Commission within
120 days after the end of the fiscal year to which this report relates.

 PRO-DEX, INC.

 FORM 10-K

 FOR THE FISCAL YEAR ENDED JUNE 30, 2025

 PAGE

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 RESERVED

 ITEM 7.

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

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10–K SUMMARY

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This report contains forward-looking
statements within the meaning of federal securities laws. Forward-looking statements are not based on historical facts but instead reflect
the Company's expectations, estimates or projections concerning future results or events. These statements generally can be identified
by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "may,"
"could," "intend," "intent," "belief," "estimate," "project,"
"forecast," "plan," "likely," "will," "should" or similar words or phrases.
These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties, and assumptions
that are difficult to predict and could cause actual results, performance, or achievements to differ materially from those expressed or
indicated by those statements. The Company cannot assure you that any of its expectations, estimates or projections will be achieved.

 Forward-looking statements
included in this report are only made as of the date of this report and the Company disclaims any obligation to publicly update any forward-looking
statement to reflect subsequent events or circumstances.

 Numerous factors could cause
the Company's actual results and events to differ materially from those expressed or implied by forward-looking statements, including,
without limitation: loss of a significant customer, entry of new and stronger competitors, capital availability, unexpected costs, compliance
with contractual obligations, failure to capitalize upon access to new customers, the ramifications of industry consolidation of medical
products manufacturers, dealers and distributors, failure to mitigate supply chain issues, market acceptance and support of new products,
cancellation of existing contracts, customer "in house" production of products previously designed by and/or acquired from
the Company, invalidity or unenforceability of the Company's patents and other intellectual property, maintaining favorable supplier
relationships, the Company's ability to engage qualified human resources as needed, regulatory compliance, general economic conditions,
and other factors described under Item 1A (Risk Factors) of this report. This list of factors is illustrative, but by no means exhaustive.
All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

 ITEM 1.
 BUSINESS

 Company Overview

 Pro-Dex, Inc. ("Company,"
"Pro-Dex," "we," "our," "us") specializes 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 craniomaxillofacial ("CMF") markets. We have patented adaptive torque-limiting technology and proprietary sealing
solutions which appeal to our customers, primarily medical device distributors. 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.

 Our patented adaptive torque-limiting
software has been very well received in the CMF and thoracic markets and we have continued investment in this area with research and development
focused on applying this technology to other surgical applications.

 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. We substantially completed the build-out of the property during fiscal
2022 and concluded various verification and validation activities during fiscal 2023. We moved our entire assembly and repairs operations
to the new facility in the fourth quarter of fiscal 2023 and we are now fully operational in the new facility. We believe the new facility
will create additional capacity for our expected continued growth over the next several years.

 O ur
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 certain other Securities and Exchange Commission ("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.

 All years relating to financial
data herein shall refer to fiscal years ended June 30, unless indicated otherwise.

 Description of Business

 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):

 Years

 2025

 2024

 (In thousands)

 %
 of Revenue

 %
 of Revenue

 Medical devices

 $
 47,747

 %

 $
 36,979

 %

 Industrial and scientific

 %

 %

 NRE & Prototypes

 %

 %

 Dental and component

 —

 —

 Repairs

 18,586

 %

 16,505

 %

 Discounts & Other

 (1,493
)

 (2
 %)

 (1,392
)

 (2
 %)

 Total Sales

 $

 %

 $

 %

 Our medical device products
utilize proprietary designs developed by us primarily under exclusive development and supply agreements and are currently machined in
our Irvine, California facility, and assembled in our Tustin, California facility, as are our rotary air motors. Our medical device products
are sold primarily to original equipment manufacturers and our air motors are sold to a wide range of distributors and end users.

 In fiscal 2025, our top three
customers accounted for 94% of our sales compared to 88% in fiscal 2024. In fiscal 2025, we had one customer, included in both medical
device and repairs revenue above, that accounted for 75% of sales with our next largest customer accounting for 12% of sales. This compares
to fiscal 2024, when these same two customers accounted for 71% and 12%, respectively, of our total sales. In many cases, including our
largest customers, disclosure of customer names is prohibited by confidentiality agreements with such entities. We have no plans to discontinue
the sales relationships with our existing significant customers, nor does management have any knowledge that any existing significant
customer intends to terminate its relationship with us.

 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 first
quarter of fiscal 2021, our largest customer executed an amendment to our existing supply agreement such that we will continue to supply
their surgical handpieces to them through calendar 2025 and, during the fourth quarter of fiscal 2021, they executed a product development
agreement and related statement of work for our assistance with the next generation of this handpiece. During fiscal 2025, they launched
their next generation handpiece. During the fourth quarter of fiscal 2025, the customer released the hold that it had placed on shipments
of the next generation handpiece in the third quarter of fiscal 2025, and we resumed production and shipments of the next generation handpiece
late in the fourth quarter of fiscal 2025. Additionally, we continue to invest in property and equipment as well as personnel to expand
our capacity to achieve higher sales volumes.

 To that end, we purchased
the Franklin Property in November 2020. 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. We began operations in the new facility during
the fourth quarter of fiscal 2023. While we believe that the efforts we completed to bring the facility operational will allow us ample
capacity to increase revenues significantly in future years, there can be no assurance that we will increase revenue.

 Simultaneously, we are 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.

 The majority of the raw materials
and components used to manufacture our products are purchased and are available from several sources, including through our own in-house
machining capabilities. Portescap, Fischer Connectors, and Tadiran Batteries are examples of key suppliers. We have no exclusive arrangements
with any of our suppliers, but in several instances only one supplier is used for certain high-value components. In most of such instances,
secondary suppliers have been identified, although it is likely that any transition to a new or different supplier would result in a delay
in the supply chain. We consider our relationships with our suppliers and manufacturers to be good, however, since fiscal 2022 and continuing
through fiscal 2025, many of our suppliers have increased lead times, experienced delays in shipments and raised prices or temporarily
added surcharges. Additionally, beginning in fiscal 2025, some of our suppliers have begun passing along tariff charges. While we intend
to pass on these charges to our customers, we do not know if we will be successful in these endeavors. We do not intend to terminate any
such relationship at this time, nor does management have knowledge that any supplier or manufacturer intends to terminate its relationship
with us.

 Our commitment to product
design, manufacturing, and quality systems are supported by our compliance with several regulatory agency requirements and standards.
We hold a U.S. Food and Drug Administration ("FDA") Establishment Registration and a State of California Device Manufacturing
License (Department of Public Health Food and Drug Branch) with respect to our Irvine and Tustin, California facilities. In addition,
both facilities produce products that are certified to ISO 13485:2016, Medical Device Directive 93/42/EEC – Annex II.

 At June 30, 2025,
we had a backlog of $50.4 million compared with a backlog of $19.8 million at June 30, 2024. 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.
Substantially all of our backlog at June 30, 2025, as well as certain purchase orders received subsequent to June 30, 2025, are expected
to be delivered during fiscal 2026. We have experienced, and may continue to experience, variability in our new order bookings due to,
among other reasons, the launch of new products, the timing of customer orders based on end-user demand, and customer inventory levels.
We do not typically experience seasonal fluctuations in our shipments and revenues.

 Segments

 We have only one operating
segment as our business is currently operated. We have reached this conclusion because our Chief Executive Officer ("CEO")
allocates resources, assesses performance, and manages our business as one segment. Additionally, 99% of our business in fiscal 2025 relates
to designing, manufacturing, and repairing medical devices. We primarily design, sell, and repair handheld medical devices and accessories.
We provide medical devices, NRE and proto-type services, as well as repairs to all our customers and we utilize one machine shop and purchasing
team to procure and manufacture all the products that we sell. The CEO utilizes consolidated operating income to analyze our business
operations.

 Competition

 The markets for products in
the industries served by our customers are intensely competitive, and we face significant competition from a number of different sources.
Several of our competitors have significantly greater name recognition, as well as substantially greater financial, technical, product
development, and marketing resources, than us.

 We compete in all of our markets
with other major medical device companies. As a provider of outsourced services, we also compete with our customers' own internal
development and manufacturing groups. Competitive pressures and other factors, such as new product or new technology introductions by
us, our customers' internal development and manufacturing departments, or our competitors, may result in price or market share erosion
that could have a material adverse effect on our business, results of operations, and financial condition. Also, there can be no assurance
that our products and services will achieve broad market acceptance or will successfully compete with other products targeting the same
customers.

 Research and Development

 We conduct research and development
activities to both maintain and improve our market position. Our research and development efforts involve the design and manufacture of
products that perform specific applications for our existing and prospective customers. Our research and development activities are focused
on:

 expanding our knowledge base in the medical device industry to solidify our products with current customers
and expand our customer base;

 advancing applicable technologies;

 introducing new products; and

 enhancing our existing product lines.

 In certain instances, we may
share research and development costs with our customers by billing for non-recurring engineering ("NRE") services often provided
for under development portions of certain contracts. Revenue recognized for NRE services represented 1% of our revenue in both fiscal
2025 and 2024.

 During the fiscal years ended
June 30, 2025 and 2024, we incurred research and development expenses amounting to $3.6 million and $3.2 million, respectively, which
costs exclude labor and related expenses of approximately $73,000 and $224,000 in fiscal 2025 and 2024, respectively, that were reimbursed
by our customers through billings for NRE services.

 Human Capital Management

 Our employees are among our
most critical assets. The success and growth of our business depends on our ability to attract, reward, retain and develop talent in all
levels of our organization, including, but not limited to, machine operators, assembly technicians, engineers, and management.

 In order to attract and retain
highly qualified employees, we offer the following:

 Competitive, reasonable, and equitable compensation programs;

 Comprehensive and highly competitive health and welfare benefits to promote our employees' physical
health, as well as a 401(k) plan to support our employees' financial health;

 An Employee Stock Purchase Plan and equity compensation to provide financial value, align employee's
interests with those of our shareholders, and incentivize retention;

 Flexible paid vacation and sick time, as well as paid volunteer time; and

 Education/tuition reimbursement and referral programs.

 Our employee turnover for
the fiscal years ended June 30, 2025 and 2024 was 16% and 21%, respectively. We consider the turnover rate a valuable metric to measure
the effectiveness of our programs and to assist in developing new programs.

 Employees

 At June 30, 2025 and 2024,
we had 181 and 148 employees, respectively, two of whom were part time, and all were working at one or both of our facilities in Irvine,
California and Tustin, California. None of our employees are a party to any collective bargaining agreements with us. We consider our
relationships with our employees to be good.

 Government Regulations

 The manufacture and distribution
of medical devices are subject to state and federal requirements set forth by various agencies, including the FDA, and state medical boards.
The statutes, regulations, administrative orders, and advisories that affect our businesses are complex and subject to diverse, often
conflicting, interpretations. While we make every effort to maintain full compliance with all applicable laws and regulations, we are
unable to eliminate the ongoing risk that one or more of our activities or devices may at some point be determined to be non-compliant.
The penalties for non-compliance could range from an administrative warning to termination of a portion of our business. Furthermore,
even if we are subsequently determined to have fully complied with applicable laws or regulations, the costs to achieve such a determination
and the intervening loss of business could adversely affect or result in the cessation of a portion of our business. A change in such
laws or regulations at any time may have an adverse effect on our operations.

 The FDA designates all medical
devices into one of three classes (Class I, II, or III) based on the level of control necessary to assure the safety and effectiveness
of the device (with Class I requiring the lowest level of control and Class III requiring the greatest level of control). The surgical
instrumentation we manufacture is generally classified into Class I. The FDA has broad enforcement powers to recall and prohibit the sale
of products that do not comply with federal regulations and to order the cessation of non-compliant processes. No claim has been made
to date by the FDA regarding any of our products or processes. Nevertheless, as is common in the industry, certain of our products and
processes have been the subject of routine governmental reviews and investigations.

 The total cost of providing
health care services has been and will continue to be subject to review by governmental agencies and legislative bodies in the major world
markets, including the United States, which are faced with significant pressure to lower health care costs. Downward pressure on health
care costs could result in reduced pricing or demand for our products.

 We believe that our business
is conducted in a manner consistent with the Environmental Protection Agency ("EPA") and other agency regulations governing
disposition of industrial waste materials.

 While we believe that our
products and processes fully comply with applicable laws and regulations, we are unable to predict the outcome of any investigation or
review which may be undertaken in the future with respect to our products or processes.

 Management believes that each
of our facilities has manufacturing systems and processes that are based on established Quality Management System standards. In addition,
we believe that both our Irvine, California and Tustin, California facilities are compliant with applicable Good Manufacturing Practices
promulgated by the FDA and are compliant with applicable ISO standards set forth by the International Organization for Standardization.

 Patents, Trademarks, and Licensing Agreements

 We hold US and foreign patents
relating to our handheld medical devices and torque-limiting screwdrivers. Our patents have varying expiration dates. The near-term expiration
of the patents, if any, is not expected to cause any change in our revenue-generating operations as changing the legal manufacturer of
medical devices is a significant undertaking and we believe the expiration of a patent would offer minimal inducement to make such a change.

 We have no reason to believe
that our activities infringe upon the intellectual property of any third party. With respect to our own patents, we have no reason to
believe that our patents are invalid, and we believe that at least some of our patents cover certain aspects of our products. Although
we are currently unaware of any reason that would cause us to assert or defend a claim of patent infringement, any such assertion or defense
could materially and adversely affect our business and results of operations due to the costs involved.

 We have certain federally
registered trademarks relating to our products, including Pro-Dex, along with a number of other common law trademarks.

 We have not entered into any
franchising agreements. We have not granted, nor do we hold any, third-party licenses having terms under which we earn revenue or incur
expense in material amounts.

 ITEM 1A.
 RISK
 FACTORS

 Investing in our common
stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information contained
in this report, before deciding whether to invest in shares of our common stock. If any of the following risks actually occur, our business,
financial condition, operating results, and prospects would suffer. In that case, the trading price of our common stock would likely decline
and you might lose all or part of your investment in our common stock. The risks described below are not the only ones we face. Additional
risks that we currently do not know about or that we currently believe to be immaterial may also impair our operations and business results.

 Risks Related to Our Business and the Industry
in Which We Operate

 A substantial portion of our revenue is derived
from a few customers. If we were to lose a key customer, it would have a material adverse effect on our business, financial condition,
and results of operations.

 In fiscal 2025, our top three
customers accounted for 94% of our sales, with our current largest customer accounting for 75% of our sales. This customer has made purchase
commitments to us through a supply agreement to purchase surgical handpieces through calendar 2025, and has placed purchase orders for
deliveries in 2026, but there can be no assurance that this customer will extend purchase commitments to us beyond that date. The loss
of, or a material reduction in purchases from, this customer or any of our other significant customers would severely impact us, including
having a material adverse effect on our business, financial condition, cash flows, revenue, and results of operations.

 A substantial portion of our business is derived
from our core business area that, if not serviced properly, may result in a material adverse impact upon our business, financial condition,
and results of operations.

 In fiscal 2025, we derived
99% of our revenue from sales of our medical device products and related services. We believe that a primary factor in the market acceptance
of our products and services is the value they create for our customers. Our future financial performance will depend in large part on
our ability to continue to meet the increasingly sophisticated needs of our customers through the timely development, and successful introduction
and implementation, of new and enhanced products and services, while at the same time continuing to provide the value our customers have
come to expect from us. We have historically expended a significant percentage of our revenue on product development and believe that
significant continued product development efforts will be required to sustain our growth. Continued investment in our sales and marketing
efforts will also be required to support future growth.

 There can be no assurance
that we will be successful in our product development efforts, that the market will continue to accept our existing products, or that
new products or product enhancements will be developed and implemented in a timely manner, meet the requirements of our customers, or
achieve market acceptance. If the market does not continue to accept our existing products, or our new products or product enhancements
do not achieve market acceptance, our business, financial condition, and results of operations could be materially adversely affected.

 Our customers may cancel or reduce their orders, change production
quantities, or delay production, any of which would reduce our sales and adversely affect our results of operations.

 Since most
of our customers purchase our products from us on a purchase order basis, they may cancel, change, or delay product purchase commitments
with little notice to us. As a result, we are not always able to forecast with certainty the sales that we will make in a given period
and sometimes we may increase our inventory, working capital, and overhead in expectation of orders that may never be placed, or, if placed,
may be delayed, reduced, or canceled.

 The following factors, among others, affect our
ability to forecast accurately our sales and production capacity:

 •

 Changes in the specific products or quantities our customers order; and

 •

 Long lead times and advance financial commitments for components required to complete actual/anticipated customer orders.

 In addition to reducing our
sales, delayed, reduced, or canceled purchase orders also may result in our inability to recover costs that we incur in anticipation of
those orders, such as costs associated with purchased raw materials and write-offs of obsolete inventory.

 In recent years, we have launched several new
medical device products and our estimates of warranty claims are based largely on our previous history from similar legacy products. If
actual warranty claims exceed our estimates, it could have an adverse effect on our results of operations and financial condition.

 In recent years, we have completed
significant medical device development projects in the CMF and thoracic surgical segments for which we have made estimates of product
warranty claims based upon similar, legacy products. If the actual repair volumes or repair costs exceed the estimates that we have been
using, we may incur additional costs which could be materially adverse to our results of operations and financial condition.

 We face significant competition from a number
of different sources, which could negatively impact our results of operations.

 The markets for products in
the industries served by our customers are intensely competitive, and we face significant competition from a number of different sources.
Several of our competitors have significantly greater name recognition, as well as substantially greater financial, technical, product
development and marketing resources, than us.

 We compete in all of our markets
with other major surgical device and related companies. As a provider of outsourced products and services, we also compete with our customers'
own internal development groups. Competitive pressures and other factors, such as new product or new technology introductions by us, our
customers' internal development and manufacturing departments, or our competitors, may result in price or market share erosion that
could have a material adverse effect on our business, results of operations and financial condition. Also, there can be no assurance that
our products and services will achieve or maintain broad market acceptance or will successfully compete with other products.

 The industry in which we operate is subject
to significant technological change and any failure or delay in addressing such change could adversely affect our competitive position
or could make our current products obsolete.

 The medical device market
is generally characterized by rapid technological change, changing customer needs, frequent new product introductions and evolving industry
standards. The introduction of products incorporating new technologies and the emergence of new industry standards could render our existing
products obsolete and unmarketable. There can be no assurance that we will be successful in developing and marketing new products that
respond to technological changes or evolving industry standards.

 New product development requires
significant research and development expenditures that we have historically funded through operations; however, we may be unable to do
so in the future. Any significant decrease in revenues or research funding could impair our ability to respond to technological advances
in the marketplace and to remain competitive. If we are unable, for technological or other reasons, to develop and introduce new products
in a timely manner in response to changing market conditions or customer requirements, our business, results of operations, and financial
condition may be materially adversely affected. Although we continue to target new markets for access, develop new products, and update
existing products, there can be no assurance that we will do so successfully or that, even if we are successful, such efforts will be
completed concurrently with or prior to the introduction of competing products. Any such failure or delay could adversely affect our competitive
position or could make our current products obsolete.

 We rely heavily on our proprietary technology,
which, if not properly protected or if deemed invalid, could have a material adverse effect on our business, financial condition, and
results of operations.

 We are dependent on the maintenance
and protection of our proprietary technology and rely on patent filings, exclusive development and supply agreements, confidentiality
procedures and employee nondisclosure agreements to protect it. There can be no assurance that the legal protections and precautions taken
by us will be adequate to prevent misappropriation of our technology or that competitors will not independently develop technologies equivalent
or superior to ours. Further, the laws of some foreign countries do not protect our proprietary rights to as great an extent as do the
laws of the United States and are often not enforced as vigorously as those in the United States.

 We do not believe that our
operations or products infringe on the intellectual property rights of others. However, there can be no assurance that others will not
assert infringement or trade secret claims against us with respect to our current or future products. Assertions or claims by others,
whether or not valid, could cause us to incur significant legal costs defending our intellectual property rights and potentially require
us to enter into a license agreement or royalty arrangement with the party asserting the claim or to cease our use of the infringing technology,
any of which could have a material adverse effect on our business, financial condition and results of operations.

 If our technology infrastructure is compromised,
damaged or interrupted by a cybersecurity incident, data security breach or other security problems, our results of operations and financial
condition could be adversely affected.

 We use technology in substantially
all aspects of our business operations, and our ability to serve customers most effectively depends on the reliability of our technology
systems. We use software and other technology systems, among other things, to generate sales orders, job orders, and purchase orders and
to monitor and manage our business on a day-to-day basis. Cybersecurity incidents can include computer viruses, computer denial-of-service
attacks, worms, and other malicious software programs or other attacks, covert introduction of malware to computers and networks, impersonation
of authorized users, and efforts to discover and exploit any design flaws, bugs, security vulnerabilities or security weaknesses, as well
as intentional or unintentional acts by employees or other insiders with access privileges, intentional acts of vandalism by third parties
and sabotage.

 In addition, our technology
infrastructure and systems are vulnerable to damage or interruption from natural disasters, power loss and telecommunications failures.
Any such disruption to our systems, or the technology systems of third parties on which we rely, the failure of these systems to otherwise
perform as anticipated, or the theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or
intellectual property, could result in business disruption, negative publicity, loss of customers, potential liability, including litigation
or other legal actions against us or the imposition of penalties, fines, fees or liabilities, which may not be covered by our insurance
policies, and competitive disadvantage, any or all of which would potentially adversely affect our customer service, decrease the volume
of our business and result in increased costs and lower profits. Moreover, a cybersecurity breach could require us to devote significant
management resources to address the problems associated with the breach and to expend significant additional resources to upgrade further
the security measures we employ to protect information against cyber-attacks and other wrongful attempts to access such information, which
could result in a disruption of our operations.

 While we have invested, and
continue to invest, in technology security initiatives and other measures to prevent security breaches and cyber incidents, as well as
disaster recovery plans, these initiatives and measures may not be entirely effective to insulate us from technology disruption that could
result in adverse effects on our results of operations and financial condition.

 To service our debt obligations, we will require
a significant amount of cash. However, our ability to generate cash depends on many factors beyond our control.

 Our ability to make payments
on, and to refinance, our debt obligations and to fund capital expenditures, will depend on our ability to generate cash in the future,
which, in turn, is subject to general economic, financial, competitive, regulatory and other factors, many of which are beyond our control.

 Our business may not generate
sufficient cash flow from operations, and we may not have available to us future borrowings in an amount sufficient to enable us to pay
our debt obligations or to fund our other liquidity needs. In these circumstances, we may need to refinance all or a portion of our debt
obligations on or before maturity. We may not be able to refinance any of our debt obligations, on commercially reasonable terms, or at
all. Without this financing, we could be forced to sell assets or secure additional financing to make up for any shortfall in our payment
obligations under unfavorable circumstances. However, we may not be able to secure additional financing on terms favorable to us or at
all and, in addition, the agreements governing our debt obligations limit our ability to sell assets. In addition, we may not be able
to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.

 Our cash and cash equivalents may be exposed
to banking institution risk.

 We hold our cash balances
with a single financial institution which institution is subject to risks, which may include failure or other circumstances that limit
our access to deposits or other banking services. For example, in March 2023, Silicon Valley Bank ("SVB") was unable to continue
their operations and the Federal Deposit Insurance Corporation ("FDIC") was appointed as receiver for SVB. If similar failures
in financial institutions occur where we hold deposits, we could experience additional risk. Any such loss or limitation on our cash and
cash equivalents would adversely affect our business.

 In addition, if similar failures
affect institutions relied on by our customers, we might not be able to receive timely payment from customers. We and they may maintain
cash balances that are not insured or are in excess of the FDIC's insurance limit. Any delay in ours or our customers' ability
to access funds could have a material adverse effect on our operations. If any parties with which we conduct business are unable to access
funds pursuant to such instruments or lending arrangements with such a financial institution, such parties' ability to continue
to fund their business and perform their obligations to us could be adversely affected, which, in turn, could have a material adverse
effect on our business, financial condition and results of operations.

 We periodically invest surplus cash in marketable
securities and other investments in order to realize a positive return, although there can be no assurance that a positive return will
be realized, and we could lose some or all of our investments, which could adversely affect our financial condition and results of operation.

 We invest a significant portion
of our excess capital in marketable securities, including equity securities of publicly traded companies. At June 30, 2025, the fair value
of our investments was approximately $6.9 million. While we intend to hold our investments until such time as we believe it is appropriate
to sell them in accordance with our overall investment policy, we may have unexpected cash requirements that could necessitate the sale
of some or all of these investments for a loss. Additionally, these investments are subject to changes in their valuation, and are recorded
at their estimated fair value at each measurement date, with unrealized gains and losses presented in other income (expense) in our consolidated
income statements, which can result in material upward or downward non-cash adjustments to our income from quarter-to-quarter.

 Our operations are dependent upon our key personnel.
If such personnel were to leave unexpectedly, we may not be able to execute our business plan.

 Our future performance depends
in significant part upon the continued service of our key technical and senior management personnel. Because we have a relatively small
number of employees when compared to other companies in the same industry, our dependence on maintaining our relationship with key employees
is particularly significant. We are also dependent on our ability to attract and retain high quality personnel, particularly in the areas
of product development, operations management, marketing and finance.

 A high level of employee mobility
and the aggressive recruiting of skilled personnel characterize the medical device industry. There can be no assurance that our current
employees will continue to work for us. Loss of services of key employees could have a material adverse effect on our business, results
of operations, and financial condition. Furthermore, we may need to provide enhanced forms of incentive compensation to attract and retain
such key personnel, which could potentially dilute the holdings of other shareholders.

 We may not be able to successfully integrate our business acquisitions,
which could adversely affect our business, financial condition, and results of operations.

 We have acquired, and may
acquire in the future, businesses, products, and technologies that complement or expand our current operations. Acquisitions could require
significant capital investments and require us to integrate with companies that have different cultures, management teams, and business
infrastructure. Depending on the size and complexity of an acquisition, our successful integration of the acquisition could depend on
several factors, including:

 •

 Difficulties in assimilating and integrating the operations, products, and workforce of an acquired business;

 •

 The retention of key employees;

 •

 Management of facilities and employees in separate geographic areas;

 •

 The integration or coordination of different research and development and product manufacturing facilities;

 •

 Successfully converting information and accounting systems; and

 •

 Diversion of resources and management attention from our other operations.

 If market conditions or other
factors require us to change our strategic direction, we may fail to realize the expected value from one or more of our acquisitions.
Our failure to successfully integrate any future acquisitions or realize the expected value from past or future acquisitions could harm
our business, financial condition, and results of operations.

 We have experienced losses in the past, and we cannot be certain
that we will sustain our current profitability; we may need additional capital in the future to fund our businesses, which we may not
be able to obtain on acceptable terms.

 We have experienced operating
losses in the past. Our ability to achieve or sustain profitability is based on a number of factors, many of which are out of our control,
including the material costs for our products and the demand for our products.

 We currently anticipate that
our available capital resources, including our existing cash and cash equivalents and accounts receivable balances, will be sufficient
to meet our expected working capital and capital expenditure requirements as our business is currently conducted for at least the next
12 months. However, if our available capital resources become insufficient, we may attempt to raise additional funds through public
or private debt or equity financings, if such financings become available on acceptable terms. We cannot be certain that any additional
financing we may need will be available on terms acceptable to us, or at all. If adequate funds are not available or are not available
on acceptable terms, we may not be able to take advantage of opportunities, develop new products, or otherwise respond to competitive
pressures, and our operating results and financial condition could be adversely affected.

 Risks Related to Ownership of Our Common Stock

 Two of our directors hold voting power with
respect to a substantial portion of our outstanding common stock that enables them to have significant influence over the outcome of all
matters submitted to our shareholders for approval, which influence may conflict with our interests and the interests of other shareholders.

 As of August 20, 2025, two
of our directors, Nicholas J. Swenson and Raymond E. Cabillot, directly or indirectly, controlled voting power over approximately 39%
(31% and 8%, respectively) of the outstanding shares of our common stock. As a result of such voting control, these directors will have
significant influence over all matters submitted to our shareholders for approval, including the election of our directors and other corporate
actions, and may have interests that conflict with our interests and the interests of other shareholders.

 Our quarterly results can fluctuate significantly
from quarter to quarter, which may negatively impact the price of our shares and/or cause significant variances in the prices at which
our shares trade.

 Our sales have fluctuated
in the past, and may fluctuate in the future from quarter to quarter and period to period, as a result of a number of factors, including,
without limitation: the size and timing of orders from customers; the length of new product development cycles; market acceptance of new
technologies; changes in pricing policies or price reductions by us or our competitors; the timing of new product announcements and product
introductions by us or our competitors; the financial stability of major customers; our success in expanding our sales and marketing programs;
acceleration, deferral, or cancellation of customer orders and deliveries; changes in our strategy; revenue recognition policies in conformity
with accounting principles generally accepted in the United States ("U.S. GAAP"); personnel changes; and general market and
economic factors.

 Because a significant percentage
of our expenses are fixed, a variation in the timing of sales can cause significant fluctuations in operating results from quarter to
quarter. As a result, we believe that interim period-to-period comparisons of our results of operations are not necessarily meaningful
and should not be relied upon as indications of future performance. Further, our historical operating results are not necessarily indicative
of future performance for any particular period.

 In addition, it is possible
that our operating results in future quarters may be below the expectations of public market analysts and investors. In such an event,
the price of our common stock could be materially adversely affected.

 Regulatory & Compliance Risks

 Our operations are subject to a number of complex
government regulations, the violation of which could have a material adverse effect on our business.

 The manufacture and distribution
of medical devices are subject to state and federal requirements set forth by various government agencies including the FDA and EPA. The
statutes, regulations, administrative orders, and advisories that affect our businesses are complex and subject to diverse, often conflicting,
interpretations. While we make every effort to maintain full compliance with all applicable laws and regulations, we are unable to eliminate
the ongoing risk that one or more of our activities may at some point be determined to be non-compliant. The penalties for non-compliance
could range from an administrative warning to termination of a portion of our business. Furthermore, even if we are subsequently determined
to have fully complied with applicable laws or regulations, the costs to achieve such a determination and the intervening loss of business
could adversely affect or result in the cessation of a portion of our business. A change in such laws or regulations at any time may have
an adverse effect on our operations.

 The FDA designates all medical
devices into one of three classes (Class I, II, or III) based on the level of control necessary to assure the safety and effectiveness
of the device (with Class I requiring the lowest level of control and Class III requiring the greatest level of control). The surgical
instrumentation we manufacture is generally classified into Class I. The FDA has broad enforcement powers to recall and prohibit the sale
of products that do not comply with federal regulations and to order the cessation of non-compliant processes. No claim has been made
to date by the FDA regarding any of our products or processes. Nevertheless, as is common in the industry, certain of our products and
processes are from time to time subject to routine governmental reviews and investigations. We are also subject to EPA regulations concerning
the disposal of industrial waste.

 While management believes
that our products and processes fully comply with applicable laws and regulations, we are unable to predict the outcome of any such future
review or investigation.

 We face risks and uncertainties associated
with potential litigation by or against us, which could have a material adverse effect on our business, financial condition, and results
of operations.

 We continually face the possibility
of litigation as either a plaintiff or a defendant. It is not reasonably possible to estimate the awards or damages, or the range of awards
or damages, if any, that we might incur in connection with such litigation.

 Many of our products are complex
and technologically advanced. Such products may, from time to time, be the subject of claims concerning product performance and construction,
including warranty and patent infringement claims. While we are committed to investigating such concerns and correcting them, there is
no assurance that solutions will be found on a timely basis, if at all, to satisfy customer demands or to avoid potential claims or litigation.
Also, due to the location of our facilities, as well as the nature of our business activities, there is a risk that we could be subject
to litigation related to environmental remediation claims. We maintain insurance to protect against claims associated with the manufacture
and use of our products as well as environmental pollution, but there can be no assurance that our insurance coverage will adequately
cover any claim asserted against us.

 The uncertainty associated
with potential litigation may have an adverse impact on our business. In particular, litigation could impair our relationships with existing
customers and our ability to obtain new customers. Defending or prosecuting litigation could result in significant legal costs and a diversion
of management's time and attention away from business operations, either of which could have a material adverse effect on our business,
financial condition, and results of operations. There can be no assurance that litigation would not result in liability in excess of our
insurance coverage, that our insurance will cover such claims, or that appropriate insurance will continue to be available to us in the
future at commercially reasonable rates.

 The agreements governing our various debt obligations
impose restrictions on our business and could adversely affect our ability to undertake certain corporate actions.

 The agreements governing
our debt obligations include covenants imposing significant restrictions on our business. These restrictions may affect our ability to
operate our business and may limit our ability to take advantage of potential business opportunities as they arise. These covenants place
restrictions on our ability to, among other things:

 •
incur additional debt;

 •
declare or pay dividends to shareholders;

 •
create liens or use assets as security in other transactions;

 •
be acquired by a third party;

 •
pursue strategic acquisitions;

 •
engage in transactions with affiliates; and

 •
sell or transfer assets.

 The agreements governing
our debt obligations also require us to comply with a number of financial ratios, borrowing base requirements and additional covenants.

 Our ability to comply with
these covenants may be affected by events beyond our control, including prevailing economic, financial, and industry conditions. These
covenants could adversely affect our business by limiting our ability to take advantage of financing, merger and acquisition, or other
corporate opportunities. The breach of any of these covenants or restrictions could result in a default under our debt obligations. If
we were unable to repay our debt or are otherwise in default under any provision governing our secured debt obligations, our lender could
proceed against us and against the collateral (consisting of substantially all of our assets) securing that debt.

 We are subject to changes in and interpretations of financial accounting
matters that govern the measurement of our performance, compliance with which could be costly and time-consuming.

 We are subject to changes
in and interpretations of financial accounting standards that govern the measurement of our performance. Based on our reading and interpretations
of relevant pronouncements, guidance, or concepts issued by, among other authorities, the Financial Accounting Standards Board, the SEC,
and the American Institute of Certified Public Accountants, management believes our performance, including current sales contract terms
and business arrangements, has been properly reported. However, there continue to be issued pronouncements, interpretations, and guidance
for applying the relevant standards to a wide range of contract terms and business arrangements that are prevalent in the industries in
which we operate. Future interpretations or changes by the regulators of existing accounting standards or changes in our business practices
may result in future changes in our accounting policies and practices that could have a material adverse effect on our business, financial
condition, cash flows, revenue, and results of operations.

 We have previously identified material weaknesses
in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting
could materially and adversely affect our business, results of operations, financial condition, and stock price.

 We identified material weaknesses
in our internal control over financial reporting as of June 30, 2024, and June 30, 2023. The material weaknesses as of June 30,
2024, related to our inventory accounting and the valuation of one of our Level 2 investments. The material weakness as of June 30,
2023, related to the valuation of our Level 3 investments. As a result of these material weaknesses, as of June 30, 2024, and
June 30, 2023, our management concluded that our internal control over financial reporting was not effective based on the framework
in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 In fiscal 2025 and 2024, we
implemented remediation plans designed to address our June 30, 2024 and 2023, material weaknesses, which were both time consuming
and costly. In addition, if additional material weaknesses or significant deficiencies in our internal control are discovered or occur
in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial
results.

 If we or our auditors discover
one or more additional material weaknesses in our internal controls in the future, the market's confidence in our financial statements
could decline and our stock price may be harmed. In addition, our failure to maintain effective controls over financial reporting could
subject us to sanctions or investigations by The Nasdaq Stock Market, the SEC, or other regulatory authorities.

 Our evaluation of internal controls and remediation
of potential problems is costly and time-consuming and could expose weaknesses in financial reporting.

 Section 404 of the Sarbanes-Oxley
Act of 2002, as amended, requires management's assessment of the effectiveness of our internal control over financial reporting.
This process is expensive and time consuming and requires significant attention of management. Management can give no assurance that material
weaknesses in internal controls will not be discovered (see above, " We have previously identified material weaknesses in our
internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could materially
and adversely affect our business, results of operations, financial condition, and stock price. "). We cannot be certain that
a future material weakness will not occur and that it will not be time consuming and costly to remediate and further divert the attention
of management. The disclosure of a material weakness, even if quickly remedied, could reduce the market's confidence in our financial
statements and harm our stock price, especially if a restatement of financial statements for past periods is required.

 General Risks

 The global economic environment may impact
our business, financial condition, and results of operations.

 Changes in the global economic
environment have caused, and may cause in the future, a general tightening in the credit markets, lower levels of liquidity, increases
in rates of default and bankruptcy, high rates of inflation, higher interest rates, and extreme volatility in credit, equity and fixed
income markets. These macroeconomic developments could negatively affect our business, operating results or financial condition should
they cause, for example, current or potential customers to become unable to fund purchases of our products, in turn resulting in
delays, decreases or cancellations of purchases of our products and services, or causing the customer to not pay us or to delay paying
us for previously purchased products and services. In addition, financial institution failures may cause us to incur increased expenses
or make it more difficult either to obtain financing for our operations, investing activities (including the financing of any future acquisitions),
or financing activities. Additional economic risks and uncertainties not currently known to us or that we currently deem to be immaterial
also may materially and adversely affect our business, financial condition, and results of operations.

 Tariffs could have a negative effect on our
business, results of operations, financial condition, and liquidity.

 Starting in the first calendar
quarter of 2025, the United States government announced its intention and/or actively took action to increase tariffs at various rates,
including on certain products imported from many countries and individualized higher tariffs on certain other countries. Other countries
have announced reciprocal tariffs or other similar actions. In some cases, these tariffs have since been followed by announcements of
limited exemptions and temporary pauses. We are subject to risks relating to increased tariffs on U.S. imports, and other changes affecting
imports, as we purchase raw materials and components from a complex supply chain which includes both direct and indirect purchases from
foreign countries. The recent enactment of these tariffs, along with the unpredictability of the rates, poses a risk to our business operations
and may materially increase our costs and reduce our margins. There continues to be significant uncertainty about the future relationship
between the U.S. and other countries regarding such trade policies, treaties and tariffs. As such, we can make no assurances about the
eventual impact on our operating results and business. However, some of our suppliers have begun passing along tariff charges. Our inability
to minimize the impact of tariffs on our raw material and components costs, pass through price increases to customers, or find alternative
sources for our raw materials and components, may have a material adverse impact on our business, financial condition, and results of
operations.

 ITEM 1B.
 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.
 CYBERSECURITY

 Risk management and strategy

 We have implemented and maintain
various information security processes in accordance with our business designed to identify, assess, manage and protect against material
risks from cybersecurity threats to our critical computer networks, communication systems, hardware and software, and our critical data,
including intellectual property and confidential information.

 Depending on the environment,
we implement and maintain various technical, physical and organizational measures, processes, and policies designed to manage and mitigate
material risks from cybersecurity threats to our information systems and data, including, for example, incident detection and response
plans; disaster recovery and business continuity plans; maintaining network security and access controls; asset management; monitoring
certain of our systems and network; cybersecurity insurance; and training our employees about certain cybersecurity risks and threats.

 We currently engage third
party information technology partners to design and manage our information security processes and system. Working with our outsourced
security team, our Chief Financial Officer manages the risk assessment and mitigation process. We hired a business systems and information
technology manager in fiscal 2025 to increase our in-house expertise in this area. As we grow, we plan to develop a more robust and detailed
strategy for cybersecurity.

 Governance

 Cybersecurity risks are overseen
by the full Board of Directors and the Audit Committee as part of their regular oversight. Members of the Board and Audit Committee are
encouraged to engage in ad hoc conversations with management on cybersecurity related updates to our risk management and strategy. Cybersecurity
incidents are reported to the Chief Financial Officer to determine incident severity and response. In an effort to deter and detect cyber
threats, we also provide all employees with access to digital assets with an ongoing cybersecurity awareness training program, which further
educates employees and covers timely and relevant topics, including phishing, password protection, asset use and mobile security.

 Risks from cybersecurity threats

 To date, we have
not identified any cybersecurity incidents or threats that have materially affected us, or are reasonably likely to materially affect
us, including our business strategy, results of operations, or financial condition. However, like many companies in our industry, we face
numerous and evolving cybersecurity threats that could adversely affect our business. For more information about the risks from cybersecurity
threats that may materially affect us and how they may do so, see our risk factors under Part 1 Item 1A Risk Factors contained elsewhere
in this report.

 ITEM 2.
 PROPERTIES

 Our executive offices and
manufacturing facility are located at 2361 McGaw Avenue, Irvine, California 92614. We lease the 28,000 square foot facility from an unrelated
third party at a current base monthly lease rate of approximately $45,000 with 3% annual escalations through the expiration of the lease
in September 2027. The building is a one-story, stand-alone structure of concrete "tilt-up" construction, approximately 45
years old and in good condition.

 Our Franklin Property, located
at 14401 Franklin Avenue, Tustin, California 92780, is used primarily for our assembly and repairs operations. We purchased this 25,000
square foot facility in November 2020 from an unrelated third party, with the majority of the purchase price financed by a property loan
(See Notes 5 and 8 of the consolidated financial statements contained elsewhere in this report). The building is a one-story, stand-alone
structure of concrete "tilt-up" construction, approximately 45 years old and in good condition.

 We believe that our facilities
are adequate for our current and expected future needs and are in full compliance with applicable state, EPA and other agency environmental
standards.

 ITEM 3.
 LEGAL PROCEEDINGS

 See
Note 10 to the consolidated financial statements contained elsewhere in this report.

 ITEM 4.
 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.
 MARKET FOR REGISTRANT'S COMMON EQUITY,
 RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is quoted under the
symbol "PDEX" on the Nasdaq Capital Market ("NASDAQ").

 Holders

 As of September 2, 2025,
there were 131 holders of record of our common stock. This number does not include beneficial owners including holders whose shares are
held in nominee, or "street," name.

 Dividends

 We have never paid a cash
dividend with respect to our common stock. The current policy of our Board of Directors is to retain any future earnings to provide funds
for the operation and expansion of our business or for repurchases of our common stock pursuant to our repurchase plans. Any determinations
to pay dividends in the future will be at the discretion of our Board of Directors. In addition, our current credit facilities contain
covenants that prohibit us from paying dividends.

 Repurchases

 During
the fourth quarter of fiscal 2025 and 2024, we repurchased 0 and 88,011 shares of our common stock, respectively, at an aggregate cost
of $0 and $1.7 million, respectively, through Board approved prearranged share repurchase plans intended to qualify for the safe harbor
under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 ITEM 6.
RESERVED

 ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion of
our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes
thereto contained elsewhere in this report, as well as the Risk Factors included in Item 1A of this report. The following discussion contains
forward-looking statements. (See "Cautionary Note Regarding Forward-Looking Statements" included in Part I of this report.)

 Overview

 The following discussion and
analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and
financial condition for the fiscal years ended June 30, 2025 and 2024.

 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 CMF markets. Additionally, we provide engineering, quality, and regulatory consulting
services to our customers. We also sell rotary air motors to a wide range of industries; however, these motors comprise a de minimis
portion of our business. Our products are found in hospitals, medical engineering labs, scientific research facilities, and high-tech
manufacturing operations around the world. We are headquartered in Irvine, California.

 Critical Accounting Policies and Estimates

 Our consolidated financial
statements are prepared in accordance with U.S. GAAP. 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.

 Revenue Recognition

 Under Accounting Standards
Update ("ASU") 2014-09, (Topic 606) " Revenue From Contracts with Customers," we recognize revenue from
the sales of products and services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance
obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in
the contract; and (5) recognize revenue when each performance obligation is satisfied. We primarily sell finished products and recognize
revenue at point of sale or delivery. However, we also perform services when we are engaged to design a product for a customer and there
is more judgment involved in determining the amount and timing of revenue recognition under those types of contracts. In fiscal 2025,
the revenue from NRE and prototype services represents approximately 1% of total revenue.

 Returns of our product for
credit are not material; accordingly, we do not establish a reserve for product returns at the time of sale.

 Inventories

 Inventories are stated at
the lower of cost (first-in, first-out method) or net realizable value. Reductions to estimated net realizable value are recorded, and
charged to cost of sales, when indicated based on a formula that compares on-hand quantities to both historical usage and estimated demand
from the measurement date.

 Investments

 Investments consist of marketable
equity securities of publicly held companies. The investments were made to realize a reasonable return, although there is no assurance
that positive returns will be realized. Investments are marked to market at each measurement date, with unrealized gains and losses presented
in other income (expense) in our consolidated income statements. Some of our investments include the common stock of public companies
that are thinly traded. Certain of these investments are classified as long-term in nature, as we may not be able to liquidate the investments
in a timely manner even if we wish to sell them. All of our investments were subject to a valuation analysis as of June 30, 2025 and 2024.

 Long-lived Assets

 We review the recoverability
of long-lived assets, consisting of building, equipment, and improvements, when events or changes in circumstances occur that indicate
carrying values may not be recoverable.

 Building, equipment, and
improvements are recorded at historical cost and depreciation is provided using the straight-line method over the following periods:

 Building

 Thirty years

 Equipment

 Three to ten years

 Improvements

 Shorter of the remaining life of the underlying building, lease term, or the asset's estimated useful life

 Income Taxes

 We recognize deferred tax
assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities,
along with net operating loss and tax credit carryovers. Deferred tax assets and liabilities at June 30, 2025 and 2024 consisted primarily
of basis differences related to unrealized gain/loss related to investments, stock-based compensation, fixed assets, accrued expenses
and inventories. 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
on our historical taxable income, with consideration given to our estimates of future taxable income and the periods over which deferred
tax assets will be recoverable. In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative
evidence, including reversals of deferred tax liabilities, projected future taxable income, and results of recent operations. The assumptions
about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying
business. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income
(loss).

 Results of Operations for the Fiscal Year Ended
June 30, 2025 Compared to the Fiscal Year Ended June 30, 2024

 The following tables set forth
results from operations for the fiscal years ended June 30, 2025 and 2024:

 Years

 2025

 2024

 Net sales

 $

 %

 $

 %

 Cost of sales

 47,083

 %

 39,293

 %

 Gross profit

 19,510

 %

 14,551

 %

 Selling expenses

 —

 —

 General and administrative expenses

 4,841

 %

 4,072

 %

 Research and development costs

 3,636

 %

 3,189

 %

 Total operating expenses

 8,821

 %

 7,378

 %

 Operating income

 10,689

 %

 7,173

 %

 Other income (expense), net

 1,369

 %

 (4,539
)

 (8
 %)

 Income before income taxes

 12,058

 %

 2,634

 %

 Income tax expense

 3,080

 %

 %

 $
 8,978

 %

 $
 2,127

 %

 Net Sales

 The majority of our revenue is derived from designing, developing,
manufacturing and repairing powered surgical instruments for medical device original equipment manufacturers. We also manufacture and
sell rotary air motors to a wide range of industries. The proportion of total sales by product/service type is as follows:

 Years

 Increase
 (Decrease)
 From 2024 To

 2025

 2024

 2025

 Net sales:

 Medical devices

 $
 47,747

 %

 $
 36,979

 %

 %

 Industrial and scientific

 %

 %

 %

 NRE & Prototype services

 %

 %

 (11
 %)

 Dental and component

 —

 —

 (4
 %)

 Repairs

 18,586

 %

 16,505

 %

 %

 Discounts & Other

 (1,493
)

 (2
 %)

 (1,392
)

 (2
 %)

 %

 $

 %

 $

 %

 %

 Net
sales in fiscal 2025 increased by $12.7 million, or 24%, as compared to fiscal 2024, due primarily to an increase in medical device revenue
of $10.8 million and an increase in repair revenue of $2.1 million. Details of our medical device sales by type is as follows:

 Years

 Increase
 (Decrease)
 From 2024 To

 2025

 2024

 2025

 Medical device sales:

 Orthopedic

 $
 33,542

 %

 $
 23,630

 %

 %

 CMF

 9,943

 %

 10,334

 %

 (4
 %)

 Thoracic

 4,262

 %

 3,015

 %

 %

 Total

 $
 47,747

 %

 $
 36,979

 %

 %

 Sales
of our medical device products increased $10.8 million, or 29%, during fiscal 2025 as compared to fiscal 2024. Our medical device revenue
to our largest customer, included in orthopedic sales above, increased $10.1 million, compared to the prior fiscal year due primarily
to the launch of that customer's next generation handpiece. As previously disclosed, late in the third quarter of fiscal 2025 the
customer requested we hold off on next generation handpiece shipments in favor of continued shipments and enhanced repair of the legacy
handpieces. During the fourth quarter of fiscal 2025, the customer requested that we resume production and shipments of the next generation
handpiece. While this pause negatively impacted our fourth quarter results, we do not anticipate any additional delays in shipment of
the next generation handpiece. During fiscal 2025, thoracic sales increased by $1.3 million to $4.3
million, up from $3.0 million in fiscal 2024. Recurring revenue from distributors of CMF drivers decreased $391,000 in fiscal 2025
compared to fiscal 2024. We do not have much visibility into our customers' distribution networks, but these fluctuations are within
expected levels.

 Sales
of our industrial and scientific products, which consist primarily of our compact pneumatic air
motors, increased $96,000, or 13%, for fiscal 2025 compared to fiscal 2024. These are legacy products with no substantive marketing or
sales efforts.

 Sales
of our NRE & prototype services decreased $88,000, or 11%, during fiscal 2025 as compared to fiscal 2024 and relates to a reduction
in the number of billable engagements for various NRE projects undertaken for our customers.

 Sales
of our dental products and components in fiscal 2025 decreased $7,000, or 4%, as compared to fiscal 2024. The decrease is as expected
and we expect future declines in this area as we are no longer manufacturing dental products, but rather are simply selling remaining
component inventory.

 Our
fiscal 2025 repair revenue increased approximately $2.1 million, or 13%, to $18.6 million, as compared to fiscal 2024, due to increased
repairs of the legacy orthopedic handpiece we sold to our largest customer. This increase relates to the continuation of the previously
disclosed enhanced repair program. We anticipate that repair revenue may decline in future periods as this customer transitions to the
next generation handpiece in lieu of enhancements of the legacy handpiece.

 At June 30, 2025, we
had a backlog of $50.4 million compared with a backlog of $19.8 million at June 30, 2024. 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.
Substantially all of our backlog at June 30, 2025, as well as certain purchase orders received subsequent to June 30, 2025, are expected
to be delivered during fiscal 2026. We have experienced, and may continue to experience, variability in our new order bookings due to,
among other reasons, the launch of new products, the timing of customer orders based on end-user demand, and customer inventory levels.
We do not typically experience seasonal fluctuations in our shipments and revenues.

 Cost of Sales and Gross Margin

 Years

 Increase
 (Decrease)
 From 2024 To

 2025

 2024

 2025

 Costs of sales

 Product costs

 $
 43,833

 %

 $
 38,121

 %

 %

 NRE and Prototype services costs

 %

 %

 (42
 %)

 Under (over)-absorption of manufacturing overhead

 2,517

 %

 (74
)

 —

 3,501
 %

 Inventory and warranty charges

 —

 %

 (41
 %)

 Total cost of sales

 $
 47,083

 %

 $
 39,293

 %

 %

 Cost of sales in fiscal 2025
increased $7.8 million, or 20%, from fiscal 2024, primarily due to the increase in product costs, consistent with the 24% increase
in net sales. During fiscal 2025, we experienced $2.5 million of under-absorption of manufacturing costs compared to $74,000 of over-absorption
in fiscal 2024, due primarily to an increase in our indirect manufacturing costs in fiscal 2025.
 Costs related to inventory and warranty charges decreased $180,000 in fiscal 2025 compared to fiscal 2024, primarily due to decreased
inventory reserves.

 Operating Expenses

 Years

 Increase
 (Decrease)
 From 2024 To

 2025

 2024

 2025

 Operating expenses:

 Selling expenses

 $

 —

 $

 —

 %

 General and administrative expenses

 4,841

 %

 4,072

 %

 %

 Research and development costs

 3,636

 %

 3,189

 %

 %

 $
 8,821

 %

 $
 7,378

 %

 %

 Selling expenses consist of
salaries and other personnel-related expenses related to our business development department, as well as trade show attendance, advertising
and marketing expenses, and travel and related costs incurred in generating and maintaining customer relationships. Selling expenses increased
$227,000, or 194%, compared to fiscal 2024, primarily due to recruiting fees and personnel costs related to our new Director of Business
Development who we hired in December 2024 as well as increased advertising and related expenses.

 General and administrative
expenses ("G&A") consist of salaries and other personnel-related expenses for corporate, accounting, finance, and human
resource personnel, as well as costs for outsourced information technology services, professional fees, directors' fees, and costs
associated with being a public company. The $769,000 increase in G&A expenses from fiscal 2024 to 2025 is due primarily to $441,000
in increased bonus accruals, $249,000 in increased personnel costs, and $270,000 in increased legal and information technology expenses,
offset by $157,000 in decreased audit fees.

 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. Fiscal 2025 research and development costs increased
$447,000 from fiscal 2024 due to increased spending on internal product development projects of $378,000 as well as reduced billable project
expenditures which get reclassified to cost of sales. The majority of our research and development expenditures incurred in fiscal 2025
and 2024 relates to our 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, and 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)

 Interest and Dividend Income

 Our interest and dividend
income earned in fiscal 2025 and 2024 includes income earned from our interest-bearing money market accounts and portfolio of equity investments.

 Unrealized gain (loss)
on investments

 The unrealized gain (loss)
on investments relates to our investment portfolio. Additional information related to the nature of our investments is more fully described
in Note 4 to the consolidated financial statements contained elsewhere in this report.

 Gain on Sale of Investments

 During fiscal 2025, we liquidated
some of the investments in our portfolio of equity investments receiving proceeds of $1.9 million and recording a gain of $595,000. During
fiscal 2024, our investment sales were immaterial.

 Interest Expense

 Interest expense incurred
in fiscal 2025 and 2024 consists primarily of interest expense related to our debt with Minnesota Bank & Trust ("MBT")
described more fully in Note 8 to the consolidated financial statements contained elsewhere in this report.

 Income Taxes

 The effective tax rate for
the fiscal years ended June 30, 2025 and 2024 was 26% and 19%, respectively, slightly less than our combined expected federal and applicable
state corporate income tax rates due primarily to federal and state research credits. Our pre-tax income in fiscal 2025 was $12.0 million
compared to $2.6 million in fiscal 2024. The impact of our tax credits is more significant when pre-tax income is lower.

 Liquidity and Capital Resources

 The following table is a summary
of our Statements of Cash Flows and Cash and Working Capital as of and for the fiscal years ended June 30, 2025 and 2024:

 As of
 and for the Years

 2025

 2024

 (In thousands)

 Cash provided by (used in):

 Operating activities

 $
 (1,682
)

 $
 6,224

 Investing activities

 $
 (238
)

 $
 (2,233
)

 Financing activities

 $
 (292
)

 $
 (4,296
)

 Cash, cash equivalents and working capital:

 Cash and cash equivalents

 $

 $
 2,631

 Working capital

 $
 32,666

 $
 23,719

 Cash Flows from Operating Activities

 Cash used in operating activities
during fiscal 2025 totaled $1.7 million. Our net income was $9.0 million, which includes $1.5 million of unrealized gains on certain equity
investments, $595,000 of realized gains on the sale of certain equity investments as well as $1.2 million of depreciation and amortization
and $555,000 of non-cash stock compensation. Additionally, at June 30, 2025 compared to June 30, 2024, our accounts receivable increased
by $2.5 million corresponding with our increased revenue, our income tax accounts reflect a $1.5 million outlay of cash mostly related
to higher estimated income tax payments, and our inventory increased by $6.9 million in anticipation of increased sales to support our
largest customer's release of their next generation orthopedic handpiece.

 Cash provided by operating
activities totaled $6.2 million during fiscal 2024. Our fiscal 2024 net income was $2.1 million, which includes $4.1 million of unrealized
losses on certain equity investments, as well as non-cash stock compensation expense and depreciation and amortization expense in the
amount of $605,000 and $1.2 million, respectively. Additionally, our accounts payable and accrued expenses at June 30, 2024 increased
by $2.4 million and our inventory decreased by $898,000 as compared to June 30, 2023. Offsetting these inflows of cash, our accounts receivable
and deferred tax assets at June 30, 2024 grew by $3.9 million and $1.6 million, respectively, compared to June 30, 2023.

 Cash Flows from Investing Activities

 Net cash used in investing
activities in fiscal 2025 was $238,000. During the 2025 fiscal year, we made capital expenditures in the amount of $1.2 million and exercised
warrants to purchase common stock and preferred stock of Monogram Technologies, Inc., formerly Monogram Orthopaedics Inc. ("Monogram")
for cash in the amount of $899,000 (See Note 4 to the consolidated financial statements contained elsewhere in this report) offset by
proceeds of $1.9 million from the sales of marketable equity securities.

 Net cash used in investing
activities in fiscal 2024 was $2.2 million and related to the exercise of the warrant to purchase Monogram common stock for cash in the
amount of $1,250,000 (See Note 4 to the consolidated financial statements contained elsewhere in this report) as well as equipment and
improvements purchases in the amount of $983,000.

 Cash Flows from Financing Activities

 Net cash used in financing
activities for fiscal 2025 totaled $292,000 and included $3.5 million in net borrowings on various notes payable to MBT, more fully described
in Note 8 to the consolidated financial statements contained elsewhere in this report, offset by $3.5 million related to the repurchase
of 130,148 shares of our common stock pursuant to our share repurchase program, as well as payment of $305,000 of employee payroll taxes
related to the award of 40,000 shares of common stock to employees under previously granted performance awards.

 Net cash used in financing
activities for fiscal 2024 totaled $4.3 million and related primarily to the $3.5 million repurchase of 184,901 shares of our common stock
pursuant to our share repurchase program, as well as $841,000 of net principal payments related to our various loans from MBT more fully
described in Note 8 to the consolidated financial statements contained elsewhere in this report.

 Liquidity Requirements for the Next 12 Months

 As of June 30, 2025,
our working capital was $32.7 million. We currently believe that our existing cash and cash equivalent balances, together with our
account receivable balances, and anticipated cash flows from operations will provide us sufficient funds to satisfy our cash requirements
as our business is currently conducted for at least the next 12 months. We may also liquidate some or all of our investment portfolio
or borrow against our revolving loan with MBT (See Note 8 to consolidated financial statements contained elsewhere in this report), under
which we had availability of $7.3 million as of June 30, 2025.

 We are focused on preserving
our cash balances 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 our current strategy, however, we may require additional debt
and/or equity capital to fund our working capital needs and requirements for capital equipment to support our manufacturing 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.

 Surplus Capital Investment Policy

 During fiscal
2013, our Board approved a Surplus Capital Investment Policy (the "Policy") that provides,
among other items, for the following:

 (a)
 Determination by our Board of Directors
of (i) our surplus capital balance and (ii) the portion of such
surplus capital balance to be invested according to the Policy;

 (b)
 Selection of an Investment
Committee responsible for implementing the Policy; and

 (c)
 Objectives and criteria under which investments may be made.

 The
Investment Committee is comprised of Messrs. Swenson (Chair), Cabillot,
and Van Kirk. Both Mr. Cabillot and Mr. Swenson are active investors with extensive portfolio management expertise. We leverage
the experience of these committee members to make investment decisions for the investment of 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. The Investment Committee approved each of the investments comprising the $6.9 million of investments in marketable public equity securities
held at June 30, 2025, which amount includes unrealized holding gains in the amount of $3.3 million at June 30, 2025.

 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, authorizing the repurchase of 750,000 shares of common stock was nearing completion. In accordance
with, and as part of, these share repurchase programs, our Board has approved the adoption of several prearranged share repurchase plans
intended to qualify for the safe harbor Rule 10b5-1 under the Exchange Act ("10b5-1 Plan" or "Plan").

 During the fiscal year ended
June 30, 2025, we repurchased 130,148 shares at an aggregate cost, inclusive of fees under the Plan, of $3.5 million. During the fiscal
year ended June 30, 2024, we repurchased 184,901 shares at an aggregate cost, inclusive of fees under the Plan, of $3.5 million. On a
cumulative basis, since 2013 we have repurchased a total of 1,511,497 shares under the share repurchase programs at an aggregate cost,
inclusive of fees under the Plan, of $24.2 million. All repurchases under the 10b5-1 Plans were administered through an independent broker.

 ITEM 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES
 ABOUT MARKET RISK

 As a smaller reporting company, we are
not required to provide this information.

 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY
 DATA

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Irvine California, Auditor ID: 23)

 Financial Statements:

 Consolidated Balance Sheets, June 30, 2025 and 2024

 Consolidated Income Statements, Years Ended June 30, 2025 and 2024

 Consolidated Statements of Shareholders' Equity, Years Ended June 30, 2025 and 2024

 Consolidated Statements of Cash Flows, Years Ended June 30, 2025 and 2024

 Notes to Consolidated Financial Statements

 Report of Independent Registered Public
Accounting Firm

 To the Shareholders and the Board of Directors

 Pro-Dex, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Pro-Dex, Inc. (the "Company") as of June 30, 2025 and 2024, the related consolidated statements of income,
shareholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company as of June 30, 2025 and 2024, and the consolidated results of its operations and its cash flows for
the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Baker Tilly US,
 LLP

 Irvine, California

 We have served as the Company's auditor since 2003.

 CONSOLIDATED BALANCE SHEETS

 (In thousands, except share data)

 2025

 2024

 ASSETS

 Current assets

 Cash and cash equivalents

 $

 $
 2,631

 Investments

 6,740

 4,217

 Accounts receivable

 16,433

 13,887

 Deferred costs

 22,213

 15,269

 Income taxes receivable

 1,056

 —

 Prepaid expenses

 Total current assets

 47,295

 36,611

 Land and building, net

 6,061

 6,155

 Equipment and improvements, net

 5,153

 5,024

 Right of use asset, net

 1,050

 1,473

 Intangibles, net

 Deferred income taxes, net

 1,415

 1,555

 Investments

 1,563

 Other assets

 Total assets

 $
 61,192

 $
 52,477

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $
 4,614

 $
 4,513

 Accrued liabilities

 3,479

 3,359

 Income taxes payable

 Deferred revenue

 Notes payable

 6,148

 4,374

 Total current liabilities

 14,629

 12,892

 Non-current liabilities:

 Lease liability, net of current portion

 1,182

 Notes payable, net of current portion

 9,246

 7,536

 Total non-current liabilities

 9,931

 8,718

 Total liabilities

 24,560

 21,610

 Commitments and Contingencies (Note 10):

 Shareholders' equity:

 Common stock, no par value, 50,000,000 shares authorized;
 3,261,043 and 3,363,412 shares issued and outstanding at June 30, 2025 and 2024, respectively

 3,917

 Retained earnings

 35,928

 26,950

 Total shareholders' equity

 36,632

 30,867

 Total liabilities and shareholders' equity

 $
 61,192

 $
 52,477

 See notes to consolidated financial statements

 CONSOLIDATED INCOME STATEMENTS

 (In thousands, except share and per share data)

 Years

 2025

 2024

 Net sales

 $

 $

 Cost of sales

 47,083

 39,293

 Gross profit

 19,510

 14,551

 Operating expenses:

 Selling expenses

 General and administrative expenses

 4,841

 4,072

 Research and development costs

 3,636

 3,189

 Total operating expenses

 8,821

 7,378

 Operating income

 10,689

 7,173

 Other income (expense):

 Interest and dividend income

 Unrealized gain (loss) on marketable equity investments

 1,521

 ( 4,125
)

 Gain on sale of investments

 —

 Interest expense

 ( 829
)

 ( 558
)

 Total other income (expense)

 1,369

 ( 4,539
)

 Income before income taxes

 12,058

 2,634

 Income tax expense

 ( 3,080
)

 ( 507
)

 $
 8,978

 $
 2,127

 Basic & Diluted income per share:

 Basic net income per share

 $
 2.73

 $
 0.61

 Diluted net income per share

 $
 2.67

 $
 0.60

 Weighted-average common shares outstanding:

 Basic

 3,287,844

 3,498,807

 Diluted

 3,361,207

 3,571,207

 See notes to consolidated financial
statements.

 CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY

 For The Years Ended June 30, 2025 and 2024

 (In thousands, except share data)

 Common
 Shares

 of Shares

 Retained
 Earnings

 Total

 Balance at June 30, 2023

 3,545,309

 $
 6,767

 $
 24,823

 $
 31,590

 —

 —

 2,127

 2,127

 ESPP shares issued

 3,004

 —

 Share-based compensation

 —

 —

 Share repurchases

 ( 184,901
)

 ( 3,505
)

 —

 ( 3,505
)

 Balance at June 30, 2024

 3,363,412

 $
 3,917

 $
 26,950

 $
 30,867

 —

 —

 8,978

 8,978

 ESPP shares issued

 1,593

 —

 Shares issued in connection with performance award vesting

 40,000

 —

 —

 —

 Shares withheld from common stock issued to pay employee payroll taxes

 ( 14,866
)

 ( 273
)

 —

 ( 273
)

 Exercise of stock options

 1,052

 ( 33
)

 —

 ( 33
)

 Share-based compensation

 —

 —

 Share repurchases

 ( 130,148
)

 ( 3,504
)

 —

 ( 3,504
)

 Balance at June 30, 2025

 3,261,043

 $

 $
 35,928

 $
 36,632

 See notes
to consolidated financial statements.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (In thousands)

 Years Ended June 30,

 2025

 2024

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
 8,978

 $
 2,127

 Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 Depreciation and amortization

 1,239

 1,160

 Unrealized (gain) loss on marketable equity investments

 ( 1,521
)

 4,125

 Gain on sale of investments

 ( 595
)

 —

 Non-cash straight-line lease amortization

 ( 33
)

 ( 17
)

 Amortization of loan fees, net

 Share-based compensation

 Deferred income taxes

 ( 1,563
)

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 2,546
)

 ( 3,935
)

 Deferred costs

 ( 6,944
)

 Prepaid expenses and other assets

 ( 67
)

 ( 49
)

 Accounts payable and accrued expenses

 2,436

 Deferred revenue

 Income taxes

 ( 1,502
)

 Net cash provided by (used in) operating activities

 ( 1,682
)

 6,224

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchases of equipment and improvements

 ( 1,246
)

 ( 983
)

 Proceeds from sale of investments

 1,907

 —

 Investment in Monogram

 ( 899
)

 ( 1,250
)

 Net cash used in investing activities

 ( 238
)

 ( 2,233
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Principal payments on notes payable

 ( 11,528
)

 ( 4,841
)

 Borrowing from Minnesota Bank & Trust

 15,003

 4,000

 Repurchases of common stock

 ( 3,504
)

 ( 3,505
)

 Payments of employee taxes on net issuance of common stock

 ( 305
)

 —

 Proceeds from exercise of stock options and ESPP contributions

 Net cash used in financing activities

 ( 292
)

 ( 4,296
)

 Net decrease in cash and cash equivalents

 ( 2,212
)

 ( 305
)

 Cash and cash equivalents, beginning of year

 2,631

 2,936

 Cash and cash equivalents, end of year

 $

 $
 2,631

 See notes to consolidated financial statements.

 CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

 (In thousands)

 Years Ended June 30,

 2025

 2024

 Supplemental disclosures of cash flow information:

 Cash paid during the period for interest

 $

 $

 Cash paid during the period for income taxes by jurisdiction:

 Federal income tax payments

 $
 3,030

 $
 1,515

 California income tax payments

 1,427

 Colorado income tax payments

 —

 Massachusetts income tax payments

 —

 Total income tax payments

 $
 4,457

 $
 1,891

 Non-cash investing and financing activity:

 Cashless stock option exercise

 $

 $
 —

 See notes to consolidated financial statements.

 1. 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 craniomaxillofacial markets. We have patented adaptive torque-limiting technology and proprietary
sealing solutions which appeal to our customers, primarily medical device distributors. 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 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.

 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 The summary of significant
accounting policies presented below is designed to assist the reader in understanding our consolidated financial statements. Such consolidated
financial statements and related notes are the representations of management, who is responsible for their integrity and objectivity.
In the opinion of management, these accounting policies conform to accounting principles generally accepted in the United States of America
("U.S. GAAP") in all material respects and have been consistently applied in preparing the accompanying consolidated financial
statements.

 Net Sales

 Net sales consists of the
sale of products and services, as well as shipping and handling billed to our customers and is net of volume rebates and discounts and
excludes sales tax.

 Revenue Recognition

 Revenue from product sales
is recognized as promulgated by the Financial Accounting Standards Board ("FASB") in Accounting Standards Update ("ASU")
2014-09, Revenue from Contracts with Customers once our contract(s) with a customer and the performance obligations in the contract
have been identified, and the transaction price has been allocated to the performance obligations and revenue is recorded when (or as)
we satisfy each performance obligation, generally upon shipment.

 Revenue
from services, typically non-recurring engineering ("NRE") services related to the design or customization of a medical device,
is typically recognized over time. The customer funding for costs incurred for NRE services is deferred and subsequently recognized as
revenue as under-lying products or services are delivered to the customers. Additionally, expenses incurred, up to the customer agreed
funding amount, are deferred as an asset and recognized as cost of sales when the under-lying products or services are delivered to the
customer. The deferred customer funding and costs result in recognition of deferred costs (asset) and deferred revenue (liability) on
our consolidated balance sheets.

 One of our customer contracts
can give rise to variable consideration due to volume rebates. We estimate variable consideration at the most likely amount we will receive
from this customer. Our estimates of variable consideration are based on an assessment of our anticipated performance and all information
(historical, current, and forecasted) that is reasonably available to us.

 Returns of our product for
credit are minimal; accordingly, we do not establish a reserve for product returns at the time of sale.

 Cost of Sales

 Cost of sales consists primarily
of the purchase price of goods and cost of services rendered including freight costs. Cost of sales also includes production labor and
overhead costs for all of our manufacturing and assembly operations, which overhead includes all indirect labor and expenses associated
with our inspection, warehousing, material planning and quality departments.

 Estimated Losses on Product Development Services

 Cost
and revenue estimates related to the product development service portions of development and supply contracts are reviewed and updated
quarterly. An expected loss on development service contracts is recognized immediately in cost of sales. Losses recorded in fiscal 2025
and 2024 related to these services totaled $ 155,000 and $ 118,000, respectively.

 Due
to the complexity of many of the contracts we have undertaken, the cost estimation process requires significant judgment. It is based
upon the knowledge and experience of our project managers, engineers, and finance professionals. Factors that are considered in estimating
the cost of work to be completed and ultimate profitability of the fixed price product development portion of development and supply contracts
include the nature and complexity of the work to be performed, availability and productivity of labor, the effect of change orders, the
availability of materials, performance of subcontractors, and expected costs for specific regulatory approvals.

 Warranties

 Certain of our products are
sold with a warranty that provides for repairs or replacement of any defective parts for a period, generally one to two years, after the
sale. At the time of the sale, we accrue an estimate of the cost of providing the warranty based on prior experience with such factors
as return rates and repair costs, which factors are reviewed quarterly.

 The warranty accrual is based
on historical costs of warranty repairs and expected future identifiable warranty expenses and is included in accrued expenses in the
accompanying consolidated balance sheets. Warranty expenses are included in cost of sales in the accompanying consolidated statements
of operations. 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.

 Cash and Cash Equivalents

 We consider all highly liquid
investments with an original maturity of ninety days or less to be cash equivalents. At June 30, 2025 and 2024, cash equivalents consisted
of investments in money market funds.

 Accounts Receivable

 Trade receivables are stated
at their original invoice amounts, less an allowance for doubtful portions of such accounts represented by expected credit losses. Management
determines the allowance for credit losses based on facts and circumstances related to specific accounts and the age of accounts. As of
June 30, 2025 and 2024 we have no allowance for doubtful accounts and expect to fully collect our trade receivable balances. Trade receivables
are written off when deemed uncollectible. Recoveries of trade receivables previously reserved are offset against the allowance when received.

 Leases

 Our operating
lease consists solely of our corporate headquarters located in Irvine, California. We do not have any leases classified as financing leases.
We classify arrangements meeting the definition of a lease as operating or financing leases, and leases are recorded on the consolidated
balance sheets as both a right-of-use asset ("ROU") and lease liability, calculated by discounting the fixed lease payments
over the term of the lease term at the rate implicit in the lease or our incremental borrowing rate. Lease liabilities are increased by
interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the
lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Operating lease assets
and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease expenses
are recorded when incurred. We exclude short-term leases having an initial term of 12 months or less as an accounting policy election,
and instead recognize rent expense on a straight-line basis over the term of the lease.

 We assess the impairment
of ROU assets when an event or change in circumstance indicates that the carrying value of such ROU assets may not be recoverable. If
an event or a change in circumstance indicates that the carrying value of an ROU asset may not be recoverable and the estimated fair value
attributable to the ROU asset is less than its carrying value, an impairment loss equal to the excess of the ROU's carrying value
over its estimated fair value is recognized.

 Deferred Costs

 Deferred costs reflect costs
incurred related to NRE services under the terms of the related development and/or supply contracts. These costs get recorded to cost
of sales in the period that the revenue is recognized.

 Inventories

 Inventories are stated at
the lower of cost (first-in, first-out method) or net realizable value. Cost includes materials, labor, and manufacturing overhead related
to the purchase and production of inventories. Reductions to estimated market value are recorded and charged to cost of sales, when indicated
based on a formula that compares on-hand quantities to both historical usage and estimated demand as of the measurement date. On an ongoing
basis, we evaluate inventory for obsolescence and slow-moving items. This evaluation includes analysis of historical sales and usage,
existing demand, as well as specific factors known to management. As of June 30, 2025 and 2024, there was approximately $ 87,000 and $ 275,000,
respectively, of inventory in-transit from suppliers.

 Investments

 Investments at June 30, 2025
and 2024, consist of marketable equity securities of publicly held companies. The investments were made to realize a reasonable return,
although there is no assurance that positive returns will be realized. Investments are marked to market at each measurement date, with
unrealized gains and losses presented separately within other income and expense on the consolidated income statement. All of our investments
consist of common stocks of public companies that are either thinly traded or we hold a significant (in excess of 5%) interest in. These
investments were subject to a valuation analysis as of June 30, 2025 and 2024.

 Long-lived Assets

 We review the recoverability
of long-lived assets, consisting of the land and building that we own, equipment, and improvements, including leasehold improvements,
when events or changes in circumstances occur that indicate carrying values may not be recoverable.

 Our building, equipment and
improvements are recorded at historical cost and depreciation is provided using the straight-line method over the following periods:

 Schedule of building, equipment and improvements

 Building

 Thirty years

 Equipment

 Three to ten years

 Improvements

 Shorter of the remaining life of the underlying building, lease term, or the asset's estimated useful life

 Intangibles

 Intangibles
consist of legal fees incurred in connection
with patent applications. Our patent costs are being amortized over a period of four to seven years. The expense associated with the amortization
of the patent costs is recognized in research and development costs.

 Income Taxes

 We recognize deferred tax
assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities
along with net operating losses and tax credit carryovers. Net deferred tax assets or liabilities at both June 30, 2025 and 2024
consisted primarily of basis differences related to unrealized gain/loss related to investments, stock-based compensation, fixed assets,
accrued expenses, and inventories. Our deferred tax assets also includes capitalization of our research expenditures as prescribed by
the Tax Cuts and Jobs Act. While the One Big Beautiful Bill Act of 2025 ("OBBBA") was enacted on July 4, 2025, we are continuing
to evaluate the impact of OBBBA on our income tax provision and results of operations.

 Significant management judgment
is required in determining the provision for income taxes, the recoverability of deferred tax assets, and the extinguishment of deferred
tax liabilities. Such determination is based on historical taxable income, with consideration given to estimates of future taxable income
and the periods over which deferred tax assets will be recoverable and deferred tax liabilities will be extinguished. We record a valuation
allowance against deferred tax assets to reduce the net carrying value to an amount that we believe is more likely than not to be realized.
When we establish or reduce the valuation allowance against deferred tax assets, the provision for income taxes will increase or decrease,
respectively, in the period such determination is made.

 Uncertain Tax Positions

 We record uncertain tax positions
in accordance with Accounting Standards Codification ("ASC") 740 on the basis of a two-step process whereby (1) we determine
whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and
(2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that
is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

 Shipping and Handling

 Payments from customers for
shipping and handling are included in net sales. Shipping expenses, consisting primarily of payments made to freight companies,
are included in cost of sales.

 Concentration of Credit Risk

 Financial instruments that
potentially subject us to credit risk consist principally of cash, cash equivalents, and trade receivables. We place our cash and cash
equivalents with major financial institutions. At June 30, 2025 and 2024, and throughout the fiscal years then ended, we had deposits
in excess of federally insured limits. Credit sales are made to medical device distributors, original equipment manufacturers, and resellers,
and sales to such customers account for a substantial portion of our trade receivables. While such receivables are not collateralized,
we evaluate their collectability based on several factors including customers' payment histories.

 Segment Reporting

 We have identified
one business segment which management also considers to be one reporting unit as our Chief Executive Officer ("CEO") allocates
resources, assesses performance, and manages our business as one segment. We have reached this conclusion because 99% of our fiscal 2025
business related to designing, manufacturing, and repairing medical devices. We primarily design, sell, and repair handheld medical devices
and accessories. We provide medical devices, NRE and proto-type services, as well as repairs to all our customers and we utilize one machine
shop and purchasing team to procure and manufacture all the products that we sell.

 The Company's chief
operating decision maker ("CODM") is our CEO who reviews and evaluates consolidated operating income for purposes of assessing
performance, making operating decisions, allocating resources and planning and forecasting for future periods. 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 consolidated
statements of operations. Further, there are no differences between i) segment revenues and expenses included in the measurement of the
reportable segment's profit or loss and used by the CODM to manage operations and ii) those disclosed elsewhere in the consolidated
financial statements. Segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources.

 Compensation Plans

 We recognize compensation
expense for the share-based awards that vest subject to market conditions under ASC 718, Compensation-Stock Compensation by estimating
their fair value using a Monte Carlo simulation. The fair value using a Monte Carlo simulation model is affected by assumptions regarding
a number of complex judgments including expected stock price volatility, risk free interest rates, and the forecasted future value and
trading volume of our stock. The awards are considered granted for accounting purposes on the date the awards were approved by the Compensation
Committee of our Board of Directors and we recognize compensation expense, based on the estimated fair value of the award, on a straight-line
basis over the requisite service period.

 Use of Estimates

 The preparation of financial
statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

 Our operations are affected
by numerous factors including market acceptance of our products, supply chain disruptions, changes in technologies, and new laws, government
regulations, and policies. We cannot predict what impact, if any, the occurrence of these or other events might have on our operations.
Significant estimates and assumptions made by management include, but are not limited to, revenue recognition, share-based compensation,
the allowance for credit losses, accrued warranty expense, investments, inventory valuation, the carrying value of long-lived assets,
and the recoverability/extinguishment of deferred income tax assets and liabilities.

 Basic and Diluted Per Share Information

 Basic per share amounts are
computed on the basis of the weighted-average number of common shares outstanding during each period presented. Diluted per share amounts
assume the issuance of all potential common stock equivalents, consisting of outstanding stock options and performance awards as discussed
in Note 11, unless the effect of such exercise is to increase income, or decrease loss, per common share.

 Fair Value Measurements

 Fair value is measured based
on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair
value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs
for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 Cash and cash equivalents:
 The carrying value of cash and cash equivalents is considered to be representative of their fair values based on the short-term nature
of these instruments. As such, cash and cash equivalents are classified within Level 1 of the valuation hierarchy.

 Investments: Investments
consist of marketable equity securities of publicly held companies. Due to either the thinly traded nature of these stocks or our significant
ownership percentage, in excess of 5% of shares outstanding, all of our investments are classified within Level 2 of the valuation hierarchy
as of June 30, 2025 and 2024. The fair value of all of our investments at June 30, 2025 and 2024 was based upon a valuation analysis.

 Although the methods above
may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values, we believe
our valuation methods are appropriate.

 Advertising

 Advertising costs are
charged to selling or general and administrative expense as incurred and amounted to $ 78,000 and $ 14,000 for the fiscal years ended June 30,
2025 and 2024, respectively.

 Reclassifications

 Certain prior year amounts have been reclassified
to conform to the current year presentation.

 Recently Adopted Accounting Pronouncements

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tas Disclosures (Topic 740). ASU 2023-09 expands
the existing rules on income tax disclosures. This update requires entities to disclose specific categories in the tax rate reconciliation,
provide additional information for reconciling items that meet a quantitative threshold and disclose additional information about income
taxes paid on an annual basis. We adopted ASU 2023-09 effective July 1, 2024, and the adoption did not have a material impact on
our financial statements.

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (Topic280) which
expands disclosure requirements to require entities to disclose significant segment expenses that are regularly provided to or easily
computed from information regularly provided to the chief operating decision maker. This update also requires all annual disclosures currently
required by Topic 280 to be disclosed in interim periods. We adopted ASU 2023-07 effective June 30, 2025, and the adoption did
not have a material impact on our financial statements.

 Recently Issued and Not Yet Adopted Accounting Pronouncements

 In
November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
No. 2024-03, Disaggregation of Income Statement Expenses. The ASU's purpose is to improve the 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.

 3. NET SALES

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

 Schedule of disaggregation of net sales

 Year ended

 2025

 2024

 Net Sales:

 Over-time revenue recognition

 $

 $

 Point-in-time revenue recognition

 65,895

 53,058

 Total net sales

 $

 $

 The timing of revenue recognition,
billings, and cash collections results in billed accounts receivables, unbilled receivables (presented as deferred costs on our consolidated
balance sheets) and customer advances and deposits (presented as deferred revenue on our 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 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 fiscal years ended June 30, 2025 and 2024, we recorded $ 14,000 and $ 0, respectively, of revenue that had been
included in deferred revenue in the prior year. The revenue recognized from the contract liabilities consisted of satisfying our performance
obligations during the normal course of business.

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

 Schedule of contract assets and liability

 2025

 2024

 Contract assets at beginning of year

 $

 $

 Expenses incurred during the year

 Amounts reclassified to cost of sales

 ( 460
)

 ( 691
)

 Amounts allocated to discounts for standalone selling price

 ( 6
)

 ( 43
)

 Contract assets at end of year

 $

 $

 2025

 2024

 Contract liabilities at beginning of year

 $

 $
 —

 Payments received from customers

 Amounts reclassified to revenue

 ( 14
)

 ( 253
)

 Contract liabilities at end of year

 $

 $

 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 June 30, 2025 and 2024, we have categorized our investments
in marketable equity securities as Level 2 assets and we utilized both a protective put option and a time-adjusted discount for the lack
of marketability valuation method to estimate fair value.

 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 June 30, 2025 or 2024.

 Schedule of marketable equity

 Fair
 Value Measurement at June 30, 2025

 Level

 Level

 Level

 Total

 Financial Assets:

 Cash equivalents

 $

 —

 $
 —

 $

 Marketable equity securities – short-term

 —

 6,740

 —

 6,740

 Marketable equity securities – long-term

 —

 —

 Total

 $

 6,888

 $
 —

 $
 6,921

 Fair
 Value Measurement at June 30, 2024

 Level

 Level

 Level

 Total

 Financial Assets:

 Cash equivalents

 $

 —

 $
 —

 $

 Marketable equity securities – short-term

 —

 4,217

 —

 4,217

 Marketable equity securities – long-term

 —

 1,563

 —

 1,563

 Total

 $

 5,780

 $
 —

 $
 5,825

 Marketable
equity securities at June 30, 2025 and 2024 had an aggregate cost basis of $ 3,551,000 and
$ 3,964,000, respectively. Both current 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 even if we decide to sell the stocks, we may
not be able to sell our position within one year. 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). At June 30, 2024, the investments included net unrealized
gains of $ 1.8 million (gross unrealized gains of $ 2.1 million offset by gross unrealized losses of $ 261,000).

 Of the total marketable
equity securities at June 30, 2025 and 2024, $ 1.0 million and $ 987,000, respectively, represent an investment in the common stock of Air
T, Inc. Two of our Board members, Messrs. Swenson and Cabillot, are also board members of Air T,
Inc. and both either individually or through affiliates own an equity interest in Air T, Inc. Mr. Swenson, our Chairman, also serves as
the chief executive officer and chairman of Air T, Inc. Another of our Board members is employed by Air T as its Chief of Staff. The shares
have been 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 6, 2023,
in conjunction with the execution of a supply agreement with Monogram Technologies, Inc., formerly Monogram Orthopaedics Inc. ("Monogram"),
we exercised a warrant to purchase common stock of Monogram (the "Monogram Warrant") in full in cash totaling $1,250,000 and
received 1,828,551 shares of Monogram common stock (NasdaqCM: MGRM). Additionally, in June 2025 we exercised additional warrants in full
in cash totaling $900,000 and received an additional 85,705 shares of common stock and 298,122 shares of Series D Preferred Stock. On
July 14, 2025, the Series D preferred stock converted into the same number of common shares pursuant to the terms of the underlying certificate.
The fair value of the Monogram common stock and preferred stock is reflected in marketable equity securities – short term in the
tables above. Our Chief Executive Officer, Mr. Van Kirk, is also a Monogram board member.

 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 the investment
of 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.

 5. COMPOSITION OF CERTAIN
FINANCIAL STATEMENT ITEMS

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

 Schedule of inventory

 2025

 2024

 Raw materials /purchased components

 $
 10,397

 $
 6,703

 Work in process

 7,422

 5,103

 Sub-assemblies /finished components

 2,874

 2,342

 Finished goods

 1,520

 1,121

 Total inventory

 $
 22,213

 $
 15,269

 Land and Building

 Land and building consist
of the following (in thousands):

 Schedule of land and building

 2025

 2024

 Land

 $
 3,684

 $
 3,684

 Building

 2,815

 2,815

 Total

 6,499

 6,499

 Less: accumulated depreciation

 ( 438
)

 ( 344
)

 $
 6,061

 $
 6,155

 On
November 6, 2020, we acquired the Franklin Property in order to increase our operational capacity for a total purchase price of $ 6.5 million,
of which we paid $ 1.3 million in cash and the balance of $ 5.2 million we financed (the "Property Loan") through Minnesota
Bank & Trust ("MBT") (See Note 8). Depreciation expense for both fiscal years ended June 30, 2025 and 2024 totaled $ 94,000.
The building is being amortized on a straight-line basis over a period of 30 years.

 Equipment and Improvements

 Equipment and improvements
consist of the following (in thousands):

 Schedule of equipment and improvements

 2025

 2024

 Office furnishings and fixtures

 $
 2,078

 $
 1,982

 Machinery and equipment

 8,198

 7,292

 Automobiles

 Improvements

 5,205

 4,993

 Total

 15,502

 14,288

 Less: accumulated depreciation and amortization

 ( 10,349
)

 ( 9,264
)

 $
 5,153

 $
 5,024

 Depreciation
expense for the years ended June 30, 2025 and 2024 amounted to $ 1.1 million and $ 1.0 million, respectively. During fiscal 2025 and 2024,
fully depreciated assets in the amount of $ 32,000 and $ 85,000, respectively, were retired.

 Intangibles

 Intangibles
consist of the following (in thousands):

 Schedule of intangibles

 2025

 2024

 Patent-related costs

 $

 $

 Less accumulated amortization

 ( 182
)

 ( 154
)

 $

 $

 Patent-related
costs consist of legal fees incurred in connection with both patent applications and patent issuances, 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. All remaining costs are expected to be fully amortized in fiscal 2026. Amortization expense for both years
ended June 30, 2025 and 2024 totaled $ 28,000.

 Accrued Liabilities

 Accrued liabilities consist
of the following (in thousands):

 Schedule of accrued liabilities

 2025

 2024

 Payroll and related items

 $

 $

 Accrued inventory in transit

 Accrued legal and professional fees

 Accrued bonuses

 Current portion of lease liability

 Warranty

 Accrued customer rebate

 Other

 Total

 $
 3,479

 $
 3,359

 6. WARRANTY ACCRUAL

 Information
relating to the accrual for warranty costs for the years ended June 30, 2025 and 2024, is as follows (in thousands):

 Schedule of accrual warranty costs

 2025

 2024

 Balance at beginning of year

 $

 $

 Accruals during the year

 Change in estimates of prior period accruals

 ( 84
)

 Warranty amortization/utilization

 ( 172
)

 ( 190
)

 Balance at end of year

 $

 $

 7. INCOME TAXES

 The provision for income
taxes consists of the following amounts (in thousands):

 Schedule of provision for income taxes

 Years

 2025

 2024

 Current:

 Federal

 $
 2,114

 $
 1,493

 State

 Deferred:

 Federal

 ( 1,210
)

 State

 ( 353
)

 Income tax expense

 $
 3,080

 $

 The effective income tax rate from income from
continuing operations differs from the United States statutory income tax rates for the reasons set forth in the table below (in thousands,
except percentages).

 Schedule of reconciliation federal statutory income tax rates

 Years

 2025

 2024

 Percent
 Pretax Income

 Percent
 Pretax Income

 Income before income taxes

 $
 12,058

 %

 $
 2,634

 %

 Computed "expected" income tax expense on income before income taxes

 $
 2,532

 %

 $

 %

 State tax, net of federal benefit

 %

 %

 Tax incentives

 ( 149
)

 ( 1
 %)

 ( 214
)

 ( 8
 %)

 Uncertain tax position

 ( 116
)

 ( 1
 %)

 ( 88
)

 ( 3
 %)

 Stock based compensation

 ( 164
)

 ( 1
 %)

 —

 Other

 —

 %

 Income tax expense

 $
 3,080

 %

 $

 %

 Deferred income taxes reflect the net effects of
loss and credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities for federal and
state income taxes are as follows (in thousands):

 Schedule of deferred income tax assets and liabilities

 2025

 2024

 Deferred tax assets:

 Federal and state NOL carryforward

 $

 $

 Research and other credits

 Reserves

 Accruals

 Stock based compensation

 1,096

 1,008

 Section 174 capitalization

 Lease liability

 Other

 Total gross deferred tax assets

 $
 3,525

 $
 3,378

 Less: valuation allowance

 ( 90
)

 ( 90
)

 Total deferred tax assets

 3,435

 3,288

 Deferred tax liabilities:

 Property and equipment, principally due to differing depreciation methods

 $
 ( 651
)

 $
 ( 675
)

 Right of use asset

 ( 313
)

 ( 439
)

 Deferred state tax

 ( 61
)

 ( 78
)

 Unrealized gains

 ( 995
)

 ( 541
)

 Total gross deferred tax liabilities

 ( 2,020
)

 ( 1,733
)

 Net deferred tax assets

 $
 1,415

 $
 1,555

 Realization of our deferred
tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. As of June 30, 2025, our deferred
tax asset valuation allowance primarily consists of state net operating loss carryforwards for states in which we have filed a final return.
For the fiscal years ended June 30, 2025 and 2024, we recorded a net decrease to our valuation allowance of $ 0 and $ 1,000, respectively,
on the basis of management's reassessment of the amount of our deferred tax assets that are more likely than not to be realized.

 As of June 30, 2025, we did
not have any net operating losses for federal and state income tax purposes for state jurisdictions in which we currently operate. We
have no federal or state research and development and alternative minimum tax credit carry forwards at June 30, 2025.

 As of June 30, 2025,
we have accrued $ 159,000 of unrecognized tax benefits related to federal and state income tax matters that would reduce our income tax
expense if recognized. If we are eventually able to recognize our uncertain tax positions, our effective tax rate would be reduced. Any
adjustment to our uncertain tax positions would result in a cash outlay.

 Information with respect to our accrual for unrecognized
tax benefits is as follows (in thousands):

 Schedule of accrual unrecognized tax benefits

 2025

 2024

 Unrecognized tax benefits:

 Beginning balance

 $

 $

 Additions based on federal tax positions related to the current year

 Additions based on state tax positions related to the current year

 Additions (reductions) for tax positions of prior years

 ( 10
)

 Reductions due to lapses in statutes of limitation

 ( 115
)

 ( 118
)

 Ending balance

 $

 $

 Although it is reasonably
possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examinations, settlement
activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results
of published tax cases or other similar activities, we do not anticipate any significant changes to unrecognized tax benefits over the
next twelve months.

 We recognize accrued interest
and penalties related to unrecognized tax benefits in income tax expense when applicable. As of June 30, 2025, $ 28,000 of interest
applicable to our unrecognized tax benefits has been accrued.

 We are subject to U.S. federal
income tax, as well as income tax of California and Colorado. We are currently open to audit under the statute of limitations by the Internal
Revenue Service for the 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, are open to audit.

 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 beginning January 1, 2025. We are currently
in the process of evaluating the impact of adoption of the 2025 Act to our financial position and results of operations for income tax
purposes for the fiscal year ending June 30, 2025.

 8. NOTES
PAYABLE AND FINANCING TRANSACTIONS

 UMB Bank/Minnesota Bank & Trust

 As
previously disclosed, we have several outstanding term loans as well as a revolving loan (the "Amended Revolving Loan") under
our Amended and Restated Credit Agreement with MBT (as subsequently amended, the "Amended Credit Agreement"). On July
31, 2024 (the "Fourth Amendment Date"), we entered into Amendment No. 4 to the Amended Credit Agreement (the "Fourth
Amendment") which, (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 MBT 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 January 31, 2025, UMB Bank acquired MBT. 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 MBT in connection with the Sixth Amendment.

 The balance on
our outstanding loans at June 30, 2025 and June 30, 2024 (in thousands) is as follows (exclusive of unamortized loan fees):

 Schedule of outstanding loans

2025

2024

 Notes Payable:

 Term Loan A

 $
 2,795

 $
 3,834

 Term Loan B

 Term Loan C

 4,167

 —

 Property Loan

 4,347

 4,551

 Amended Revolving Loan

 3,706

 3,000

 Total notes payable

 $
 15,431

 $
 11,956

 Term
Loan A and 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 Note C bears interest at an annual rate equal to the greater of (a) 5 %, or (b) the SOFR one-month rate 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) t he Adjusted Term SOFR Rate. Term Loan A and Term Loan B are both fully amortizing and mature
on November 1, 2027, 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 in the principal amount of $ 3.1 million is due (plus any accrued and unpaid interest), 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 under any of the Loans, the interest rate of all Loans will be increased by 3 % and MBT
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 between the Company and MBT. 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 MBT and by an assignment
of Leases and Rents by PDEX Franklin in favor of MBT (collectively, the "Property Loan Security Agreements").

 The
Amended Credit Agreement, Security Agreement, Property Loan Security Agreements, Term Loan A, Term Loan B, Term Loan C, Property Loan,
and Amended Revolving Loan 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 June 30, 2025, but
there can be no assurance that we will remain in compliance for the duration of the term of the Loans.

 Scheduled
principal maturities of the Loans, assuming repayment of the Amended Revolving Loan in full in fiscal 2026 and exclusive of unamortized
loan origination fees in the amount of $37,000, for future fiscal years ending June 30 are as follows (in thousands):

 Schedule of maturities of term loan for future fiscal years

 Term Loan Principal Payments

 Fiscal Year:

 2026

 $
 6,158

 2027

 2,508

 2028

 1,908

 2029

 1,235

 2030

 Thereafter

 3,212

 Total principal payments

 $
 15,431

 9.
 LEASES

 Our operating lease ROU asset
and long-term liability are presented separately on our consolidated balance sheet. The current portion of our operating lease liability,
exclusive of imputed interest, as of June 30, 2025, in the amount of $ 498,000, is presented within accrued expenses on the consolidated
balance sheet. As of June 30, 2025, the maturity of our lease liability is as follows:

 Schedule of maturities of lease liabilities

 Operating Lease

 Fiscal Year:

 2026

 $

 2027

 2028

 Total lease payments

 1,261

 Less imputed interest:

 ( 78
)

 Total

 $
 1,183

 As of June 30, 2025 and 2024,
our operating lease has a remaining lease term of 2.25 years and 3.25 years, respectively, and an imputed interest rate of 5.3 %. Our lease
agreement does not provide an implicit rate and, as a result, we used our estimated incremental borrowing rate at the time we adopted
ASC 842 to determine the present value of future lease payments. Cash paid for amounts included in the lease liability for the fiscal
years ended June 30, 2025 and 2024 was $ 535,000 and $ 519,000, respectively.

 10. COMMITMENTS AND CONTINGENCIES

 Leases

 We lease our office, production,
and warehouse facility in Irvine, California (our "corporate office") under an agreement that expires in September 2027. Our
corporate office lease requires us to pay insurance, taxes, and other expenses related to the leased space.

 Rent expense in fiscal 2025
and 2024 was $ 609,000 and $ 559,000, respectively.

 Additionally, beginning in
fiscal 2025 we began renting on a month-to-month basis some parking spaces at a neighboring location near our Franklin Property. In fiscal
2025, we incurred rent expense in the amount of $ 23,000 for parking.

 Compensation Arrangements

 Retirement Savings 401(k) Plan

 The Pro-Dex, Inc. Retirement
Savings 401(k) Plan (the "401(k) Plan") is a defined contribution plan we administer that covers substantially all our employees
and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. Employees are eligible to participate
in the 401(k) Plan when they have attained 19 years of age and then can enter into the 401(k) Plan on the first of the month following
60 days of service. Participants are eligible to receive non-discretionary matching contributions by the Company equal to 50 % of their
contributions up to 5 % of eligible compensation. For the fiscal years ended June 30, 2025 and 2024, we recognized compensation expense
amounting to $ 259,000 and $ 188,000, respectively, in connection with the 401(k) Plan. During our fiscal years ended June 30, 2025 and
2024, we used approximately $ 23,000 and $ 63,000, respectively, of forfeited match contributions to reduce our match expense.

 Legal Matters

 We may be involved in 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 or adverse.

 11. SHARE-BASED COMPENSATION

 Stock Option Plans

 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 June 30,
2025, performance awards for 200,000 shares of common stock, non-qualified stock options for 372,000 shares of common stock, and 18,000
restricted shares of common stock have been granted under the 2016 Equity Incentive Plan.

 Performance Awards

 In October 2023, the Compensation
Committee reallocated previously forfeited performance awards for 15,200 shares of common stock to other employees. The weighted average
fair value of the performance awards reallocated in 2023 which were expected to vest was $ 10.17, calculated using the weighted average
fair market value for each award, using a Monte Carlo simulation. During the fiscal years ended June 30, 2025 and 2024 we recorded share-based
compensation expense of $ 28,000 and $ 106,000, respectively, related to outstanding performance awards. On June 30, 2025, there was approximately
$28,000 of unrecognized compensation cost related to non-vested performance awards expected to be expensed over the weighted-average period
of 1.0 year.

 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.

 The following is a summary
of performance awards activity for the fiscal years ended June 30, 2025 and 2024:

 Schedule of summary of stock option activity

 2025

 2024

 Number of Shares

 Weighted-Average
Grant Date Fair Value

 Number of Shares

 Weighted-Average
Grant Date Fair Value

 Outstanding at July 1,

 80,000

 $
 7.00

 64,800

 $
 7.03

 Granted

 —

 —

 15,200

 10.04

 Vested

 ( 40,000
)

 7.39

 —

 —

 Forfeited

 —

 —

 —

 —

 Outstanding at June 30

 40,000

 $
 6.65

 80,000

 $
 7.00

 Non-Qualified Stock Options

 In December 2020, the Compensation
Committee of our Board of Directors granted non-qualified stock options for 310,000 shares of our common stock to our directors and certain
employees under the 2016 Equity Incentive Plan. Whether any stock options vest, and the amount that does vest, is tied to the completion
of service periods that range from 18 months to 10.5 years at inception and the achievement of our common stock trading at certain pre-determined
prices. We recorded compensation expense of $ 416,000 and $ 490,000 for the fiscal year ended June 30, 2025 and 2024, respectively, related
to these options. The weighted average fair value of the stock option awards granted was $ 16.72, calculated using a Monte Carlo simulation.
We recognize forfeitures for our non-qualified stock options as they occur. As of June 30, 2025, there was approximately $1.1 million
of unrecognized compensation cost related to these non-vested non-qualified stock options expected to be expensed over the weighted-average
period of 44.6 months.

 In February 2021, the Compensation
Committee of our Board of Directors granted non-qualified stock options for 62,000 shares of our common stock to our directors and certain
employees under the 2016 Equity Incentive Plan. Whether any stock options vest, and the amount that does vest, was tied to the completion
of service periods that ranged from 4 months to 1.3 years at inception and the achievement of our common stock trading at certain pre-determined
prices. Of these stock options, the right to acquire 57,750 shares vested on July 1, 2021, as our common stock met the pre-determined
prices set forth in the underlying agreements. We recorded compensation expense of $ 182,000 for the fiscal year ended June 30, 2021 related
to these options. The weighted average fair value of the stock option awards granted was $ 3.16, calculated using a Monte Carlo simulation.
In December 2021, the Compensation Committee of our Board of Directors granted 5,000 previously forfeited non-qualified stock options
to another employee.

 The following is a summary of non-qualified stock
option activity under the 2016 Equity Incentive Plan for the fiscal year ended June 30, 2025 and 2024:

 Schedule of summary of stock option activity

 2025

 2024

 of Shares

 Weighted-Average

Exercise Price

 of Shares

 Weighted-Average

Exercise Price

 Outstanding at July 1,

 267,750

 $
 42.11

 298,937

 $
 42.19

 Options granted

 —

 —

 —

 —

 Options exercised

 ( 4,250
)

 27.50

 —

 —

 Options forfeited/expired

 ( 26,250
)

 42.00

 ( 31,187
)

 42.88

 Outstanding at June 30

 237,250

 $
 42.38

 267,750

 $
 42.11

 Stock Options Exercisable at June 30,

 79,750

 $
 32.27

 57,750

 $
 27.50

 The aggregate intrinsic
value of options, which represents the cumulative difference between the fair market value of the underlying common stock and the option
exercise prices, exercised was $ 82,000 in fiscal 2025. On June 30, 2025 the options outstanding and exercisable had intrinsic values of
$ 299,000 and $ 907,000, respectively. On June 30, 2024 the options outstanding and exercisable had no intrinsic value.

 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 fiscal year ended June 30, 2025, we recorded $ 105,000
of compensation expense related to these restricted shares. As of June 30, 2025, there was approximately $ 753,000 of unrecognized compensation
cost related to these restricted shares expected to be expensed over the weighted-average period of 53 months.

 Employee Stock Purchase Plan

 In September 2014,
our Board approved the establishment of an Employee Stock Purchase Plan (the "ESPP"), which was approved by our shareholders
at our 2014 Annual Meeting. 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 the end of the purchase
period. Our Board of Directors also approved that 704,715 shares, be reserved for issuance pursuant to the ESPP. 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 fiscal years ended
June 30, 2025 and 2024, shares totaling 1,593 and 3,004, respectively, were purchased pursuant to the ESPP and allocated to participating
employees based upon their contributions at weighted- average prices of $ 26.42 and $ 16.64, respectively. On a cumulative basis, since
the inception of the ESPP, employees have purchased a total of 37,095 shares. During the fiscal years ended June 30, 2025 and 2024, we
recorded stock compensation expense in the amount of $ 7,000 and $ 9,000, respectively, relating to the ESPP.

 12. MAJOR
CUSTOMERS & SUPPLIERS

 Customers
that accounted for more than 10% of our total sales in either
of fiscal year 2025 or 2024, is as follows (in thousands, except percentages):

 Schedule of sales by major customers

 Years

 2025

 2024

 Percent of Total

 Percent of Total

 Net sales

 $

 %

 $

 %

 Customer concentration:

 Customer 1

 $
 49,930

 %

 $
 38,159

 %

 Customer 2

 8,271

 %

 6,502

 %

 Total

 $
 58,201

 %

 $
 44,661

 %

 Information with respect to
accounts receivable from those customers who comprised more than 10% of our gross accounts receivable at either June 30, 2025 or June
30, 2024 is as follows (in thousands, except percentages):

 Schedule of accounts receivable, inventory purchases and accounts payable of major customers and suppliers

 2025

 2024

 Total gross accounts receivable

 $
 16,433

 %

 $
 13,887

 %

 Customer concentration:

 Customer 1

 $
 11,895

 %

 $
 10,488

 %

 Customer 2

 2,768

 %

 2,423

 %

 Total

 $
 14,663

 %

 $
 12,911

 %

 During fiscal 2025 and 2024,
we had three suppliers that accounted for more than 10% of total inventory purchases, as follows (in thousands, except percentages):

 2025

 2024

 Total inventory purchases

 $
 32,556

 %

 $
 20,926

 %

 Supplier concentration:

 Supplier 1

 $
 7,018

 %

 $
 5,004

 %

 Supplier 2

 4,554

 %

 2,401

 %

 Supplier 3

 4,192

 %

 3,351

 %

 Total

 $
 15,764

 %

 $
 10,756

 %

 Information with respect to accounts payable due
to our top three suppliers at June 30, 2025 or June 30, 2024 is as follows (in thousands, except percentages):

 2025

 2024

 Total accounts payable

 $
 4,614

 %

 $
 4,513

 %

 Supplier concentration:

 Supplier 1

 $

 %

 $
 1,405

 %

 Supplier 2

 1,016

 %

 %

 Supplier 3

 %

 %

 Total

 $
 2,049

 %

 $
 2,192

 %

 13.
 NET INCOME PER SHARE

 We calculate basic earnings
per share by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings
per share reflects the effects of potentially dilutive securities based upon the treasury stock method for in-the-money stock options
and the fully diluted shares outstanding method for restricted stock and performance awards. The summary of the basic and diluted earnings
per share calculations for the years ended June 30, 2025 and 2024 is as follows (in thousands, except per share data):

 Schedule of net income per share

 Years

 2025

 2024

 Basic:

 $
 8,978

 $
 2,127

 Weighted-average shares outstanding

 3,288

 3,499

 Basic earnings per share

 $
 2.73

 $
 0.61

 Diluted:

 $
 8,978

 $
 2,127

 Weighted-average shares outstanding

 3,288

 3,499

 Effect of dilutive securities – stock options & performance awards

 Weighted-average shares used in calculation of diluted earnings per share

 3,361

 3,571

 Diluted earnings per share

 $
 2.67

 $
 0.60

 14. 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 shares
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
the fiscal year ended June 30, 2025, we repurchased 130,148 shares at an aggregate cost, inclusive of fees under the Plan, of $ 3.5 million.
During the fiscal year ended June 30, 2024, we repurchased 184,901 shares at an aggregate cost, inclusive of fees under the Plan, of $ 3.5
million. On a cumulative basis, since 2013 we have repurchased a total of 1,511,497 shares under the share repurchase programs at an aggregate
cost, inclusive of fees under the Plan, of $ 24.2 million. All repurchases under the 10b5-1 Plans were administered through an independent
broker.

 15. SUBSEQUENT
EVENTS

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

 ITEM 9.
 CHANGES IN
 AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A.
 CONTROLS AND PROCEDURES

 Our Chief Executive Officer
(our principal executive officer) and Chief Financial Officer (our principal financial officer and principal accounting officer) have
concluded, based on their evaluation as of June 30, 2025, that 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")) are effective
at a reasonable assurance level to ensure that information required to be disclosed by us in the reports filed or submitted by us under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms,
including to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.

 Our management is responsible
for establishing and maintaining adequate "internal control over financial reporting" (as defined in Rule 13a-15(f) under
the Exchange Act). Under the supervision and with the participation of our management, including our principal executive officer, principal
financial officer, and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework set forth in the 2013 Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission in May 2013. Based on this evaluation, our management concluded that our internal
control over financial reporting was effective as of June 30, 2025.

 Our internal control over
financial reporting is supported by written policies and procedures that:

 (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 (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 our Company are being made only in accordance with authorizations of our management
and directors; and

 (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

 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.

 This Form 10-K does not include
an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that apply to certain smaller
reporting companies that permit us to provide only management's attestation in this annual report.

 Remediation Measures Related
to the Controls over the Existence of Inventory

 As previously disclosed, we
detected a material weakness related to controls over the existence of inventory during fiscal 2024. During fiscal 2025 we hired a warehouse
manager, and we reinforced the following:

 Continued our robust cycle count process which
we implemented in the fourth quarter of fiscal 2024

 Ensured adequate review and oversight of cycle
count procedures and results

 Provided training related to standard operating
procedures and internal controls key to stakeholders within the stockroom, material handling and operations teams.

 Changes in Internal Control
Over Financial Reporting

 During the quarter ended June
30, 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.

 ITEM 9B.
 OTHER INFORMATION

 Insider Trading Arrangements
and Policies

 During the quarter ended June
30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule
10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C.
 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 ITEM 10.
 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
 GOVERNANCE

 The
information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days
of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

 ITEM 11.
 EXECUTIVE COMPENSATION

 The
information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days
of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

 ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
 OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days
of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

 ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
 AND DIRECTOR INDEPENDENCE

 The
information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days
of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

 ITEM 14.
 PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
information required by this Item is incorporated herein by reference to our definitive Proxy Statement, which will be filed within 120 days
of June 30, 2025, and delivered to shareholders in connection with our 2025 annual meeting of shareholders.

 ITEM 15.
 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a) Financial
Statements and Financial Statement Schedules

 (1)
 Financial Statements are listed in the index included under Item 8 of this Report.

 (b) Exhibits

 Filed
 or Furnished

 Description

 Form

 Filing
 Date

 Herewith

 3.1

 Articles of Incorporation

 3.1

 4/23/2007

 3.2

 Articles of Amendment to Articles of Incorporation

 3.1

 12/5/2007

 3.3

 Articles of Amendment to Articles of Incorporation

 3.1

 6/18/2010

 3.4

 Amended and Restated Bylaws, dated January 31, 2011

 3.1

 2/4/2011

 4.1

 Description of Company's Common Stock Registered Pursuant to Section 12 of the Securities Act of 1934

 X

 10.1*

 Pro-Dex, Inc. 2016 Equity Incentive Plan

 14A

 Appendix A

 10/17/2016

 10.2*

 Form of Indemnification Agreement for directors and certain officers

 10.1

 10/29/2008

 10.3

 Lease agreement with Irvine Business Properties, dated August 3, 2007

 10.1

 8/23/2007

 10.4

 First Amendment to Lease - July 2013 by and between Irvine Business Properties and Pro-Dex, Inc.
 dated effective July 1, 2013

 10.1

 7/17/2013

 10.5*

 Pro-Dex, Inc. Amended and Restated Employee Severance Policy effective as of September 16, 2016

 10.5

 5/14/2015

 10.6

 Second Amended to Standard Industrial/Commercial Multi-Tenant Lease - Net by and between Irvine
 Business Properties and Pro-Dex, Inc., dated September 19, 2017

 10.1

 9/20/2017

 10.7*

 Form of Performance Award Agreement for Employees of Pro-Dex, Inc. - 2016 Equity Incentive Plan

 10.1

 12/8/2017

 10.8

 Security Agreement, dated September 6, 2018 by Pro-Dex, Inc. in favor of Minnesota Bank & Trust

 10.2

 9/7/2018

 10.9

 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate by and between Pro-Dex,
 Inc. and 14401 Franklin, LLC

 10.1

 9/8/2020

 10.10

 Loan Agreement dated November 6, 2020 made by and between PDEX Franklin LLC and Minnesota Bank
 & Trust

 10.1

 Filed
 or Furnished

 Description

 Form

 Filing
 Date

 Herewith

 10.11

 Term Note dated November 6, 2020 made by PDEX Franklin LLC in favor of Minnesota Bank & Trust

 10.2

 10.12

 Deed of trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing dated
 November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust

 10.3

 10.13

 Assignment of Leases and Rents dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota
 Bank & Trust

 10.4

 10.14

 Amended and Restated Credit Agreement dated November 6, 2020 by and between Pro-Dex, Inc. and Minnesota
 Bank & Trust

 10.5

 10.15

 Amended and Restated Term Note A dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota
 Bank & Trust

 10.6

 10.16

 Term Note B dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust

 10.7

 10.17*

 Form of Stock Option Agreement for Directors and Employees of Pro-Dex, Inc. - 2016 Equity Incentive
 Plan

 10.1

 12/11/2020

 10.18

 Amendment No. 1 to Amended and Restated Credit Agreement dated November 5, 2021 by and between
 Pro-Dex, Inc. and Minnesota Bank & Trust

 10.1

 11/9/2021

 10.19

 Amendment No. 2 to Amended and Restated Credit Agreement dated December 29,2022 by and between
 Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank

 10.1

 1/5/2023

 10.20

 Amended
 and Restated Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division
 of HTLF Bank

 10.2

 1/5/2023

 10.21

 Supplemental Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota
 Bank & Trust, a division of HTLF Bank

 10.3

 1/5/2023

 10.22

 Warrant to Purchase Stock dated December 20, 2018 made by Monogram Orthopaedics Inc. in favor of Pro-Dex, Inc.

 10.31

 10/13/2023

 10.23

 Amendment No. 3 to Amended and Restated
 Credit Agreement dated December 29, 2023 by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank

 10.1

 1/3/2024

 10.24

 Amendment No 4 to Amended and Restated Credit Agreement dated July
31, 2024 by and between Pro-Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank

 10.1

 8/5/2024

 10.25

 Promissory Note dated July 31, 2024 made by Pro-Dex, Inc. in favor
of Minnesota Bank & Trust, a division of HTLF Bank

 10.2

 8/5/2024

 10.26*

 Form of Restricted Shares Award Agreement by and between Pro-Dex, Inc.
and non-employee directors and select employees dated November 20, 2024

 10.1

 11/25/2024

 Filed
 or Furnished

 Description

 Form

 Filing
 Date

 Herewith

 10.27

 Amendment No. 5 to Amended and Restated Credit Agreement dated December
23, 2024, by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank

 10.1

 12/27/2025

 10.28

 Amendment and Restated Revolving Credit Note dated December 23, 2024,
made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank

 10.2

 12/27/24

 10.29

 Amendment No. 6 to Amended and Restated Credit Agreement dated April
8, 2025, by and between Pro-Dex, Inc. and UMB Bank, N.A. D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest
to Minnesota Bank and Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K
filed April 11, 2025).

 10.1

 4/11/2025

 10.30

 Second Amended and restated revolving Credit Note dated April 8, 2025,
made by Pro-Dex, Inc. in favor of UMB Bank, N.A. D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to
Minnesota Bank and Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed
April 11, 2025).

 10.2

 04/11/2025

 Policy on Insider Trading

 X

 Subsidiaries

 X

 Consent of Independent Registered Public Accounting Firm

 X

 31.1

 Certification of the Chief Executive Officer required by 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

 X

 31.2

 Certification of the Chief Financial Officer required by 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

 X

 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 Cover Page Interactive Date File

 X

 *

 Denote s management contract or compensatory arrangement.

 ITEM 16.
 FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) 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, on September 4, 2025.

 PRO-DEX, INC.

 By: Richard L. Van Kirk

 Richard L. Van Kirk

 President, Chief Executive Officer and Director

 (Principal Executive Officer)

 POWER OF ATTORNEY

 We, the undersigned directors
and officers of Pro-Dex, Inc., do hereby constitute and appoint Richard L. Van Kirk, as our true and lawful attorney-in-fact and agent
with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities indicated below, which such attorney-in-fact and agent may deem
necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically
but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments
hereto; and we do hereby ratify and confirm all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Richard L.
 Van Kirk

 Richard L. Van Kirk

 President, Chief Executive Officer, and Director (Principal Executive Officer)

 /s/ Alisha K.
 Charlton

 Alisha K. Charlton

 Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 /s/ Nicholas
 J. Swenson

 Nicholas J. Swenson

 Chairman of the Board, Director

 /s/ Raymond E.
 Cabillot

 Raymond E. Cabillot

 /s/ Angelita
 R. Domingo

 Angelita R. Domingo

 /s/ William J.
 Farrell III

 William J. Farrell III

 /s/ David C.
 Hovda

 David C. Hovda

 /s/ Katrina M.K.
 Philp

 Katrina M.K. Philp

 INDEX TO EXHIBITS

 No.

 Description

 3.1

 Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed April 23, 2007).

 3.2

 Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed December 5, 2007).

 3.3

 Articles of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed June 18, 2010).

 3.4

 Amended and Restated Bylaws, dated January 31, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed February 4, 2011).

 4.1

 Description of the Company's Common Stock Registered Pursuant to Section 12 of the Securities Act of 1934.

 10.1*

 Pro-Dex, Inc. 2016 Equity Incentive Plan (incorporated herein by reference to Appendix A to our Schedule 14A filed October 17, 2016).

 10.2*

 Form of Indemnification Agreement for directors and certain officers (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed October 29, 2008).

 10.3

 Lease agreement with Irvine Business Properties, dated August 3, 2007 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed August 23, 2007).

 10.4

 First Amendment To Lease – July 2013 by and between Irvine Business Properties and Pro-Dex, Inc., dated effective July 1, 2013 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed July 17, 2013).

 10.5*

 Pro-Dex, Inc. Amended and Restated Employee Severance Policy effective as of September 16, 2014 (incorporated herein by reference to Exhibit 10.5 to the Company's Form 10-Q filed May 14, 2015).

 10.6

 Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease – Net by and between Irvine Business Properties and Pro-Dex, Inc., dated September 19, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 20, 2017).

 10.7*

 Form of Performance Award Agreement for Employees of Pro-Dex, Inc. – 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed on December 8, 2017).

 10.8

 Security Agreement, dated September 6, 2018 by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 7, 2018).

 10.9

 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate by and between Pro-Dex, Inc. and 14401 Franklin, LLC. (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 8, 2020).

 10.10

 Loan Agreement dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed November 12, 2020).

 10.11

 Term Note dated November 6, 2020 made by PDEX Franklin LLC in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed November 12, 2020).

 10.12

 Deed of Trust with Assignment of Leases and Rents, Security Agreement and Fixture Filing dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.3 to the Company's Form 8-K filed November 12, 2020).

 10.13

 Assignment of Leases and Rents dated November 6, 2020 by and between PDEX Franklin LLC and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.4 to the Company's Form 8-K filed November 12, 2020).

 10.14

 Amended and Restated Credit Agreement dated November 6, 2020 by and between Pro-Dex, Inc. and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.5 to the Company's Form 8-K filed November 12, 2020).

 10.15

 Amended and Restated Term Note A dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.6 to the Company's Form 8-K filed November 12, 2020).

 10.16

 Term Note B dated November 6, 2020 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.7 to the Company's Form 8-K filed November 12, 2020).

 10.17
 *

 Form of Stock Option Agreement for Directors and Employees of Pro-Dex, Inc. – 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed December 11, 2020).

 10.18

 Amendment No. 1 to Amended and Restated Credit Agreement dated November 5, 2021 by and between Pro-Dex, Inc. and Minnesota Bank & Trust (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed November 9, 2021).

 10.19

 Amendment No. 2 to Amended and Restated Credit Agreement dated December 29, 2022 by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed January 5, 2023).

 10.20

 Amendment and Restated Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed January 5, 2023).

 10.21

 Supplemental Revolving Credit Note dated December 29, 2022 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.3 to the Company's Form 8-K filed January 5, 2023).

 10.22

 Warrant to Purchase Stock dated December 20, 2018 made by Monogram Orthopaedics Inc. in favor of Pro-Dex, Inc. (incorporated herein by reference to Exhibit 10.31 to the Company's Form 10-K filed October 13, 2023).

 10.23

 Amendment No. 3 to Amended and Restated Credit Agreement dated December 29, 2023 by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed January 3, 2024).

 10.24

 Amendment No 4 to Amended and Restated Credit Agreement dated July 31, 2024 by and between Pro-Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed August 5, 2024).

 10.25

 Promissory Note dated July 31, 2024 made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed August 5, 2024).

 10.26
 *

 Form of Restricted Shares Award Agreement by and between Pro-Dex, Inc. and non-employee directors and select employees dated November 20, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed November 25, 2024).

 10.27

 Amendment No. 5 to Amended and Restated Credit Agreement dated December 23, 2024, by and between Pro-Dex, Inc. and Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed December 27, 2024).

 10.28

 Amendment and Restated Revolving Credit Note dated December 23, 2024, made by Pro-Dex, Inc. in favor of Minnesota Bank & Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed December 27, 2024).

 10.29

 Amendment No. 6 to Amended and Restated Credit Agreement dated April 8, 2025, by and between Pro-Dex, Inc. and UMB Bank, N.A. D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to Minnesota Bank and Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed April 11, 2025).

 10.30

 Second Amended and restated revolving Credit Note dated April 8, 2025, made by Pro-Dex, Inc. in favor of UMB Bank, N.A. D/B/A Minnesota Bank and Trust, a division of UMB Bank N.A., successor-in-interest to Minnesota Bank and Trust, a division of HTLF Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed April 11, 2025).

 Policy on Insider Trading

 Subsidiaries

 Consent of Independent Registered Public Accounting Firm

 31.1

 Certification of the Chief Executive Officer required by 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 the Chief Financial Officer required by 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.

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

 Pro-Dex, Inc. Compensation Recovery Policy adopted by the Compensation Committee of the Board of Directors on December 1, 2023 (incorporated herein by reference to Exhibit 97 to the Company's Form 10-K filed September 5, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Filed herewith.

 *

 Denotes management contract or compensatory arrangement.