Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02 of this Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On August 6, 2012, Pro-Dex, Inc. (the "Company") issued a press release providing an overview of its Operating Plan for the fiscal year ending June 30, 2013 (the "Fiscal 2013 Operating Plan") and disclosing selected preliminary unaudited financial results for its fiscal year ended June 30, 2012 (the "Preliminary Fiscal 2012 Results"). A copy of the press release is attached to this Form 8-K as Exhibit 99.1, which is incorporated herein by reference.

On that same date, the Company is holding a conference call with respect to the Fiscal 2013 Operating Plan and Preliminary Fiscal 2012 Results. The conference call may contain forward-looking statements regarding the Company including cautionary factors that could cause actual results to differ materially from those anticipated. The Company expects to furnish an audio recording of the conference call on its website as soon as it is available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release dated August 6, 2012.

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