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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0000897069-21-000113 0001542769 XXXXXXXX LIVE 16 Common Stock, no par value 04/02/2025 false 0000788920 74265M205 PRO DEX INC 2361 MCGAW AVENUE IRVINE, CA 92614 Nicholas J. Swenson (612) 353-6380 5000 W 36th Street Suite 200 Minneapolis MN 55416 Copy to: Peter D. Fetzer (414) 297-5596 Foley & Lardner, LLP 777 East Wisconsin, Suite 3800 Milwaukee WI 53202-5306 0001542769 AO Partners I, LP a WC DE 0 922204 0 922204 922204 Y 28.3 PN 0001549244 AO Partners LLC a WC DE 0 922204 0 922204 922204 Y 28.3 PN 0001478067 Swenson Nicholas John a PF X1 61297 956520 61297 956520 1017817 N 31.2 IN Y Groveland DST, LLC a OO SD 0 34316 0 34316 34316 Y 1.1 OO Common Stock, no par value PRO DEX INC 2361 MCGAW AVENUE IRVINE, CA 92614 This Amended and Restated Schedule 13D relates to shares of the Common Stock, no par value, of Pro-Dex, Inc., a Colorado corporation (the "Issuer" or the "Company"). This Amended and Restated Schedule 13D is being filed jointly by the parties identified below (the "AO Partners Group"). AO Partners I, L.P., a Delaware limited partnership ("AO Partners Fund"). AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners Fund ("AO Partners"). Groveland DST, LLC, a South Dakota limited liability company ("Groveland DST"). Nicholas J. Swenson is the sole Manager and President of Groveland DST, LLC. Nicholas J. Swenson as the Manager of AO Partners and Groveland DST, and as an individual beneficially owning shares of Common Stock in his own name. Namely, this statement is filed by Mr. Swenson, with respect to the shares of Common Stock beneficially owned by him, as follows: (1) shares of Common Stock held in the name of AO Partners Fund in Mr. Swenson's capacity as Manager of AO Partners; (2) shares of Common Stock held by Mr. Swenson as an individual; and (3) shares of Common Stock held in the name of Groveland DST in Mr. Swenson's capacity as Manager and President of Groveland DST. Each of the foregoing is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto. The principal business address of each of AO Partners Fund, AO Partners, Mr. Swenson and Groveland DST is 5000 W 36th Street, Suite 200, Minneapolis, MN 55416. Each of AO Partners Fund, AO Partners and Groveland DST are engaged in various interests, including investments. The principal employment of Mr. Swenson is (1) private investor and (2) serving as the sole Manager of AO Partners, Groveland Capital LLC and Groveland DST. None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Mr. Swenson is a citizen of the United States of America. The Common Stock of the Reporting Persons was acquired in open market purchases with working capital of AO Partners Fund and the personal investment capital of Mr. Swenson. The amount of funds expended to acquire the aggregate shares held by the Reporting Persons is $2,032,015. The AO Partners Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. The AO Partners Group's intent is to influence the policies of the Issuer and assert shareholder rights, with a goal of maximizing the value of the Common Stock. The Reporting Persons previously reported the transfer of shares of Common Stock to Groveland DST. This transfer was effected solely for tax and estate planning purposes, and for income tax purposes was a transfer between Mr. Swenson, individually, and an entity owned by Mr. Swenson. The Reporting Persons may make further purchases of shares of Common Stock. The Reporting Persons may dispose of any or all the shares of Common Stock held by them. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Persons have such a purpose. Except as noted in this Amended and Restated Schedule 13D, none of the Reporting Persons has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. The following list sets forth the aggregate number and percentage (based on 3,261,043 shares of Common Stock outstanding as of January 28, 2025, as reflected in the Company's Quarterly Report on Form 10-Q filed on January 30, 2025) of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2: Name of Reporting Person: AO Partners Fund Aggregate Number of Shares Beneficially Owned: 922,204 Percentage of Outstanding: 28.3% Name of Reporting Person: AO Partners Aggregate Number of Shares Beneficially Owned: 922,204 Percentage of Outstanding: 28.3% Name of Reporting Person: Groveland DST Aggregate Number of Shares Beneficially Owned: 34,316 Percentage of Outstanding: 0.9% Name of Reporting Person: Nicholas J. Swenson Aggregate Number of Shares Beneficially Owned: 1,017,817 Percentage of Outstanding: 31.2% The following list sets forth the ownership information for each of the Reporting Persons: Name of Reporting Person: AO Partners Fund Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 922,204 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Name of Reporting Person: AO Partners Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 922,204 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Additional Information: AO Partners is the General Partner of AO Partners Fund. Because Mr. Swenson is the Manager of AO Partners, he has the power to direct the affairs of AO Partners. Therefore, AO Partners may be deemed to share with Mr. Swenson voting and dispositive power with regard to the 922,204 shares of Common Stock held by AO Partners Fund. Name of Reporting Person: Groveland DST Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 34,316 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None Additional Information: Because Mr. Swenson is the Manager and President of Groveland DST, he has the power to direct the affairs of Groveland DST, including the voting and disposition of shares of Common Stock held in the name of Groveland DST. Name of Reporting Person: Nicholas J. Swenson Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 61,297 Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: 956,520 Additional Information: Because Mr. Swenson is the Manager of AO Partners, the General Partner of AO Partners Fund, he has the power to direct the affairs of AO Partners Fund, including the voting and disposition of shares of Common Stock held in the name of AO Partners Fund. Because Mr. Swenson is the Manager and President of Groveland DST, he has the power to direct the affairs of Groveland DST, including the voting and disposition of shares of Common Stock held in the name of Groveland DST. Therefore, Mr. Swenson is deemed to share voting and dispositive power with AO Partners Fund and Groveland DST with regard to those shares of Common Stock. The Issuer granted Mr. Swenson stock options for 20,000 shares with various exercise and expiration dates, for his service on the Issuer's board of directors, none of which are exercisable within 60 days and are not reported in Mr. Swenson's holdings hereunder. AO Partners Fund made the following sales (and no purchases) of shares of Common Stock in the past sixty days. The other Reporting Persons had no sales and no purchases of shares of Common Stock in the past sixty days. Trade Date: 04/02/2025 Number of Shares Sold: 1,891 Price Per Share: $55.54199 (This constitutes the weighted average purchase price. The prices range from $56.20 to $55.21. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff (the "SEC Staff"), the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.) Where and How Transaction Effected: Open Market Transaction Trade Date: 04/02/2025 Number of Shares Sold: 2,635 Price Per Share: $55.01278 (This constitutes the weighted average purchase price. The prices range from $55.19 to $55.00. The Reporting Persons will provide upon request by the SEC Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.) Where and How Transaction Effected: Open Market Transaction. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person. Not Applicable. With respect to AO Partners Fund, AO Partners is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. Mr. Swenson is indemnified by AO Partners Fund, AO Partners and Groveland DST for liabilities he may incur in connection with his duties for the AO Partners Group. Mr. Swenson is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, AO Partners Fund, AO Partners or Groveland DST (or any other person) as to how Mr. Swenson will, as a director or shareholder of the Issuer, act or vote on any issue or question. AO Partners Fund secured a bank loan, pursuant to which it has pledged 922,204 shares of Common Stock, along with additional securities and collateral owned by AO Partners Fund, as collateral for the loan. The loan was obtained in the ordinary course of business. Other than the foregoing agreements and arrangements, and the Joint Filing Agreement attached hereto, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. Exhibit No. 99.1: Joint Filing Agreement (previously filed). AO Partners I, LP /s/ Nicholas J. Swenson Manager of AO Partners, LLC 04/04/2025 AO Partners LLC /s/ Nicholas J. Swenson Manager 04/04/2025 Swenson Nicholas John /s/ Nicholas J. Swenson Manager 04/04/2025 Groveland DST, LLC /s/ Nicholas J. Swenson Nicholas J. Swenson 04/04/2025