PRO DEX INC

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

Artificial intelligence (“AI”) may be generating information that is used incorrectly and may lead to an adverse effect on our business.

In August 2025, a law firm that practices securities litigation posted a press release and had a link on its website inviting our shareholders to request an investigation into Pro-Dex. The press release erroneously attributed a Form 8-K that we had filed nearly two years earlier, as well as other stale information, to a 20 percent decline in our stock price that occurred in August 2025. This law firm quickly removed these items from the internet, including from its website, before we initiated a request for them to do so. While we have no way of knowing for certain that AI led to the generation of the press release, it seems possible to us that misinformation was attributable to AI.

Other PDEX symbols exist in the marketplace, and the association may create confusion.

As we announced in a press release on October 16, 2025, Polkadex, which to our understanding trades on certain crypto exchanges (and possibly on certain other platforms) under the symbol PDEX may be creating confusion. Our common stock trades on the Nasdaq Capital Market under the symbol PDEX and there is no relationship or affiliation between Pro-Dex, In, and Polkadex. We do not know whether our shareholders obtain alerts or automated messages related to Polkadex that are misconstrued as being related to Pro-Dex, Inc. or vice versa. Similarly, we have no idea whether any trades in our common stock were intended for trades in cryptocurrencies or vice versa.