UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2023 |
Hyperfine, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39949 |
98-1569027 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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351 New Whitfield Street |
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Guilford, Connecticut |
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06437 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (866) 796-6767 |
N/A |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A common stock, $0.0001 par value per share |
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HYPR |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On July 18, 2023, Hyperfine, Inc. (the “Company”) announced that Thomas Teisseyre, Ph.D., the Company’s Chief Product Officer, has been appointed by the Board of Directors of the Company (the “Board”) to serve as Chief Operating Officer of the Company, effective as of July 24, 2023 (the “Appointment Date”).
Dr. Teisseyre, age 39, has served as Chief Product Officer of the Company since the closing of the Company’s business combination in December 2021 and had served as Chief Product Officer of Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) since June 2021. Prior to joining the Company, Dr. Teisseyre served as Chief Product Officer at Proximie Ltd., a healthcare technology company, from November 2020 to June 2021. Prior to that, he served in various roles at Verily Life Sciences LLC, a healthcare technology company, from December 2015 to November 2020, including as Head of Surgical and Implantable Devices. Prior to that, Dr. Teisseyre began his career in program and product management at Google X Life Sciences, Abbott Medical Optics (AMO) and OptiMedica (acquired by AMO). Dr. Teisseyre received a Ph.D. in Bioengineering at University of California, Berkeley and University of California, San Francisco as well as a B.S. in Biomedical Engineering at Georgia Institute of Technology.
The selection of Dr. Teisseyre to serve as the Company’s Chief Operating Officer was not pursuant to any arrangement or understanding between Dr. Teisseyre and any other person. There are no family relationships between Dr. Teisseyre and any director or executive officer of the Company, and there are no transactions between Dr. Teisseyre and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As of July 17, 2023, the Company entered into a letter agreement with Dr. Teisseyre, effective as of the Appointment Date (the “Offer Letter”). Pursuant to the terms of the Offer Letter, Dr. Teisseyre’s initial annual base salary following the Appointment Date is $425,000. Dr. Teisseyre is eligible to receive an annual discretionary bonus with a target of 50% of his base salary. The Offer Letter further provides that Dr. Teisseyre will receive a grant of stock options to purchase 200,000 shares of Class A common stock of the Company as of the Appointment Date, with 25% of the stock options to vest on the one year anniversary of the Appointment Date, and 2.083% at the end of each full month thereafter, subject to Dr. Teisseyre’s continued service to the Company through the applicable vesting dates. These stock options are being granted under the Company’s 2021 Equity Incentive Plan. He will also continue to be a participant in the Hyperfine, Inc. Executive Severance Plan, as amended (the “Severance Plan”). The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Further, in connection with Dr. Teisseyre’s appointment as Chief Operating Officer, Dr. Teisseyre and the Company entered into an indemnification agreement in the form the Company has entered into with its other executive officers and directors, which form is filed as Exhibit 10.24 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 28, 2021.
Modification of Employment of Chief Medical Officer and Chief Strategy Officer
On July 17, 2023, the Company entered into a schedule and salary modification letter agreement (the “Modification Agreement”) with Khan Siddiqui, M.D., the Company’s Chief Medical Officer and Chief Strategy Officer, effective July 24, 2023. Under the Modification Agreement, Dr. Siddiqui’s work schedule as Chief Medical Officer and Chief Strategy Officer will be reduced to a 20% part-time employee schedule. In addition, his annual base salary will be modified to $87,360 per year (20% of his prior base salary), his bonus target will remain 50% of his annual base salary, and he will remain eligible to participate in the Company’s benefits and rewards programs. In addition, Dr. Siddiqui’s outstanding option and restricted stock unit awards will remain outstanding, and continue to vest, in accordance with their terms, but he will no longer be eligible to participate in the Severance Plan. The foregoing description of the Modification Agreement is not complete and is qualified in its entirety by reference to the full text of the Modification Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Executive Severance Plan, As Amended
On July 17, 2023, the Board amended the Severance Plan to remove Dr. Siddiqui as a participant in the Severance Plan effective July 24, 2023. Participants in the Severance Plan include Maria Sainz, the Company’s President and Chief Executive Officer, Brett Hale, the Company’s Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary, and Dr. Teisseyre. The terms of the Severance Plan otherwise remain as follows:
Under the Severance Plan, if the Company terminates a participant’s employment without cause (as defined in the Severance Plan) at any time other than during the twelve (12) month period following a change in control (as such term is defined in the Severance Plan) (the “Change in Control Period”), then the participant is eligible to receive the following benefits:
Under the Severance Plan, if the Company terminates a participant’s employment without cause or a participant resigns for good reason, during the Change in Control Period, then the participant is eligible to receive the following benefits:
A participant’s rights to any severance benefits under the Severance Plan are conditioned upon the participant executing and not revoking a valid separation and general release of claims agreement in a form provided by the Company.
The foregoing description of the Severance Plan is not complete and is qualified in its entirety by reference to the full text of the Severance Plan, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On July 18, 2023, the Company issued a press release announcing the appointment of Thomas Teisseyre, Ph.D. as Chief Operating Officer of the Company, as described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, 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 expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1+ |
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10.2+ |
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Letter Agreement, dated as of July 17, 2023, by and between Hyperfine, Inc. and Khan Siddiqui, M.D. |
10.3+ |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
+ Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HYPERFINE, INC. |
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Date: |
July 18, 2023 |
By: |
/s/ Brett Hale |
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Brett Hale |
Exhibit 10.1
July 17, 2023
Tom Teisseyre
Re: Promotion to Chief Operating Officer (COO)
Dear Tom,
Congratulations! On behalf of Hyperfine, Inc. (the “Company”), I am pleased to inform you of your promotion to the role of Chief Operating Officer (COO), effective July 24, 2023 (the Effective Date”). In this role, you will continue reporting to myself, Maria Sainz, President and Chief Executive Officer. This is a Full Time, Exempt role and you will be based out of Hyperfine’s facility in Palo Alto, CA with required travel.
Base Salary: As of the Effective Date above, your compensation in this position will consist of an annual base salary of $425,000, payable in regular installments consistent with Company practice (subject to any required deductions and withholdings).
Bonus: You will remain eligible to participate in our Bonus Plan. As of the Effective Date your bonus target will increase to 50% of your base salary and is based on the achievement of our 2023 corporate bonus goals. To be eligible for the bonus, you must be actively employed at the time the bonuses are paid (generally March of the year following the plan year) and performance must be in good standing. You will be eligible for the 2023 bonus, payable in 2024, based on eligible earnings during 2023 and the applicable bonus target in effect during the time of the eligible earnings.
Equity: In connection with your promotion the Company will recommend to the Compensation Committee of the Board of Directors the following equity award for you for approval. This award is subject to the approval of the Compensation Committee.
Promotional Grant |
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Stock Options |
200,000 |
The Stock Options (i) will have an exercise price equal to the closing price of our Class A Common Stock on the grant date, (ii) will be subject to the terms of the grant documents therefore, and (iii) subject to continued service and the specific terms of your grant, will vest over a four-year period as follows: 25% on the one-year anniversary of the Effective Date and 2.083% at the end of each full month thereafter. Additional information with respect to this award will be forthcoming at the time of grant.
Except as we’ve outlined above, the provisions of your employment terms will continue to remain in effect (i.e., your employment will otherwise remain at-will, the Company’s policies and procedures will continue to apply pursuant to their terms, and your Confidential Information and Intellectual Property Agreement will remain in effect). If you have any questions, of course, please do not hesitate to contact me.
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Tom, congratulations again and we look forward to your continued success!
Sincerely,
HYPERFINE, INC.
By: |
/s/ Maria Sainz |
Name: |
Maria Sainz |
Title: |
President & Chief Executive Officer |
Confirmed and Agreed:
By: |
/s/ Tom Teisseyre |
Name: |
Tom Teisseyre |
Date: |
07/17/2023 |
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Exhibit 10.2
July 17, 2023
Khan M. Siddiqui
Re: Schedule and Salary Modification
Dear Khan,
Thank you for your recent discussions regarding the proposed modification to your schedule and compensation. On behalf of Hyperfine, Inc. (the “Company”), I’ve outlined below our understanding of the agreement regarding this modification to your role as Chief Medical Officer and Chief Strategy Officer. Please review, and if you agree, sign where indicated below. Of course, please do not hesitate to contact me with any questions.
1. Effective Date. Your schedule and compensation will be modified from Full Time to Part Time effective July 24, 2023 (the “Effective Date”).
2. Work Schedule. As of the Effective Date, you will work on a 20% Part Time Employee schedule, with your workweeks generally averaging eight (8) hours per week. Subject to this change in work schedule, you will continue to perform the assigned duties and responsibilities as Chief Medical Officer and Chief Strategy Officer, subject to the Company’s normal work rules and policies.
3. Compensation and Benefits.
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4. Acknowledgement and Understanding. Except as we’ve outlined above, the provisions of your original offer letter will continue to be in effect. For instance, your employment with the Company will remain at-will, the Company’s policies and procedures will continue to apply pursuant to their terms, and your Confidential Information and Intellectual Property Agreement will remain in effect. By signing below, we both indicate that these terms are based on our mutual understanding, and we both have voluntarily agreed to them.
Please sign below and return this letter to me. Khan, we appreciate all of your contributions to the Company and look forward to continuing our relationship.
Sincerely,
HYPERFINE, INC.
By: /s/ Maria Sainz___________________
Name: Maria Sainz
Title: President & Chief Executive Officer
Confirmed and Agreed:
By: /s/ Khan M. Siddiqui____________ Establishment of Plan.
Name: Khan M. Siddiqui
Date: 07/17/2023_______________
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Exhibit 10.3
HYPERFINE EXECUTIVE SEVERANCE PLAN
PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION
Effective as of July 24, 2023
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Hyperfine, Inc.
351 New Whitfield Street
Guilford, CT 06437
Attention: Chief Administrative Officer
administrator@hyperfine.io
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Plan Administrator
Hyperfine, Inc.
351 New Whitfield Street
Guilford, CT 06437
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Plan Administrator
Hyperfine, Inc.
351 New Whitfield Street
Guilford, CT 06437
A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The Plan Administrator may require the applicant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his or her review.
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Hyperfine, Inc.
351 New Whitfield Street
Guilford, CT 06437
Attention: Chief Administrative Officer
administrator@hyperfine.io
Hyperfine, Inc.
351 New Whitfield Street
Guilford, CT 06437
Attention: Chief Administrative Officer
With a copy to:
Hyperfine, Inc.
351 New Whitfield Street
Guilford, CT 06437
Attention: legal@hyperfine.io
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EXHIBIT A
MULTIPLIERS
Participant |
Normal Multiplier |
CIC Multiplier |
Chief Executive Officer |
1.5 |
1.5 |
Tom Teisseyre and Brett Hale |
0.5 |
0.5 |
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Exhibit 99.1
Hyperfine, Inc. Announces Promotion of Tom Teisseyre, Ph.D. to Chief Operating Officer
GUILFORD, Connecticut – July 18, 2023 – Hyperfine, Inc. (Nasdaq: HYPR), the groundbreaking medical device company that created the Swoop® system, the world’s first FDA-cleared portable magnetic resonance brain imaging system, today announced the promotion of Tom Teisseyre, Ph.D. to chief operating officer. Dr. Teisseyre will oversee product design and development, clinical science, operations, cybersecurity, and technical service.
Dr. Teisseyre has served as chief product officer since June 2021 and has extensive prior experience in medical devices and imaging. He was the head of surgical and implantable devices of Verily Life Science, formerly Google Life Sciences. Tom also previously held program and product positions at Google, Abbott Medical Optics, Proximie, and OptiMedica. He holds patents and has publications on medical imaging, medical image processing, intraoperative imaging, surgical technology, and surgical workflow optimization. Tom received his Ph.D. in bioengineering from UC Berkeley and UC San Francisco and a B.S. in biomedical engineering from Georgia Institute of Technology.
Hyperfine, Inc. also announced that, for personal reasons, Khan Siddiqui, M.D., will transition from full-time to part-time as chief medical officer and chief strategy officer. In this capacity, Dr. Siddiqui will remain a strategic contributor and an active ambassador for the company within the scientific and medical communities and the projects with the Bill & Melinda Gates Foundation.
“I am excited to welcome Tom into his expanded role as chief operating officer. In his two years with the company, Tom has overseen substantial improvements in image quality through multiple and frequent AI-powered software releases and a robust product roadmap of future AI-powered software and hardware products. His contributions span strategy to operational execution and have set a high bar of excellence. We look forward to the many achievements his future leadership will bring,” expressed Maria Sainz, president and CEO of Hyperfine, Inc.
Tom will be based out of the Hyperfine, Inc. Palo Alto, California office.
For more information about the Swoop® Portable MR Imaging® system, please visit hyperfine.io.
About Hyperfine, Inc. and the Swoop® Portable MR Imaging® System
Hyperfine, Inc. (Nasdaq: HYPR) is the groundbreaking medical technology company that created the Swoop® system, the world’s first FDA-cleared portable magnetic resonance imaging (MRI) system capable of providing brain imaging at the point of care. The Swoop® system received initial U.S. Food and Drug Administration (FDA) clearance in 2020 as a bedside magnetic resonance imaging device for producing images that display the internal structure of the head where a full diagnostic examination is not clinically practical. When interpreted by a trained physician, these images provide information that can be useful in determining a diagnosis. The Swoop® system has been approved for brain imaging in several countries, including Canada and Australia, has UKCA certification in the United Kingdom, CE certification in the European Union, and is also available in New Zealand.
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The mission of Hyperfine, Inc. is to revolutionize patient care globally through transformational, accessible, clinically relevant diagnostic imaging and data solutions. Founded by Dr. Jonathan Rothberg in a technology-based incubator called 4Catalyzer, Hyperfine, Inc. scientists, engineers, and physicists developed the Swoop® system out of a passion for redefining brain imaging methodology and how clinicians can apply accessible diagnostic imaging to patient care. Traditionally, access to costly, stationary, conventional MRI technology can be inconvenient or not available when needed most. With the portable, ultra-low-field Swoop® system, Hyperfine, Inc. is redefining the neuroimaging workflow by bringing brain imaging to the patient’s bedside. For more information, visit hyperfine.io.
Hyperfine, Swoop, and Portable MR Imaging are registered trademarks of Hyperfine, Inc.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of Hyperfine, Inc. (the “Company”) may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s goals and commercial plans, the benefits of the Company’s products and services, and the Company’s future performance and its ability to implement its strategy. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the success, cost and timing of the Company’s product development and commercialization activities, including the degree that the Swoop® system is accepted and used by healthcare professionals; the impact of COVID-19 on the Company’s business; the inability to maintain the listing of the Company’s Class A common stock on the Nasdaq; the Company’s inability to grow and manage growth profitably and retain its key employees; changes in applicable laws or regulations; the inability of the Company to raise financing in the future; the inability of the Company to obtain and maintain regulatory clearance or approval for its products, and any related restrictions and limitations of any cleared or approved product; the inability of the Company to identify, in-license or acquire additional technology; the inability of the Company to maintain its existing or future license, manufacturing, supply and distribution agreements and to obtain adequate supply of its products; the inability of the Company to compete with other companies currently marketing or engaged in the development of products and services that the Company is currently marketing or developing; the size and growth potential of the markets for the Company’s products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of the Company’s products and services and reimbursement for medical procedures conducted using the Company’s products and services; the Company’s estimates regarding expenses, revenue, capital requirements and needs for additional financing; the Company’s financial performance; and other risks and uncertainties indicated from time to time in Company’s filings with the Securities and Exchange Commission, including those under “Risk Factors” therein.
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The Company cautions readers that the foregoing list of factors is not exclusive and that readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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Media Contact
Jessica Stebing
Health+Commerce
jstebing@healthandcommerce.com
Investor Contact
Marissa Bych
Gilmartin Group LLC
marissa@gilmartinir.com
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