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): September 27, 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.
On September 27, 2023, Hyperfine, Inc. (the “Company”) terminated Khan Siddiqui, M.D.’s part-time employment as the Company’s Chief Medical Officer and Chief Strategy Officer, effective September 30, 2023 (the “Separation Date”), following which Dr. Siddiqui will continue to serve as a consultant of the Company. As previously disclosed, on July 17, 2023 the Company and Dr. Siddiqui had previously agreed to reduce Dr. Siddiqui’s work schedule to a 20% part-time employee schedule.
On September 30, 2023, the Company entered into a separation agreement (the “Separation Agreement”) with Dr. Siddiqui, pursuant to which he will transition on the Effective Date from his role as the Company’s Chief Medical Officer and Chief Strategy Officer to a consultant of the Company, including to assist in the transfer of knowledge and to serve in a clinical and medical affairs advisory capacity. Pursuant to the Separation Agreement, the Company will continue payment of his base salary through the Separation Date. In addition, Dr. Siddiqui’s outstanding stock option and restricted stock unit awards will remain outstanding, and continue to vest, in accordance with their terms, subject to Dr. Siddiqui’s continued service to the Company as a consultant. The Separation Agreement also includes a standard release and waiver by Dr. Siddiqui and other customary provisions. Furthermore, on September 30, 2023, the Company also entered into a consulting agreement (the “Consulting Agreement”) with Dr. Siddiqui, pursuant to which he will serve as a consultant to the Company. Pursuant to the Consulting Agreement, Dr. Siddiqui will be paid an hourly rate for his services as a consultant. The Consulting Agreement also includes confidentiality, non-solicitation and other customary provisions. The Consulting Agreement remains in effect until terminated by the Company.
The foregoing description of the Separation Agreement and the Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement and the Consulting Agreement, a copy of which is filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
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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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: |
October 3, 2023 |
By: |
/s/ Brett Hale |
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Brett Hale |
Exhibit 10.1
September 30, 2023
Khan Siddiqui
Re: Transition From Part-Time Employee to Consultant
Dear Khan,
Thank you for your longstanding contributions to Hyperfine. This agreement sets forth the Separation Agreement (the “Agreement”) between you and Hyperfine, Inc. (“Hyperfine” or “Company,” and you and Hyperfine, the “Parties”) regarding your transition from part-time employee to consultant. In consideration of the mutual promises set forth in this letter, you and Hyperfine agree to the following:
(a) Release of Claims. By your acceptance of this Agreement by your signature below, you agree that except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge Hyperfine and its parents, affiliates and subsidiaries, and all their respective officers, directors, agents, servants, employees, attorneys, shareholders, successors and assigns (together, the “Released Parties”) of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date this Agreement is signed, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with Hyperfine or the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in Hyperfine, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law, statute or cause of action including, but not limited to, any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII); the Americans with Disabilities Act (ADA); the Family and Medical Leave Act (FMLA), the Fair Labor Standards Act (FLSA); the Equal Pay Act; the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits); the Civil Rights Act of 1991; Section 1981 of U.S.C. Title 42; the Fair Credit Reporting Act (FCRA); the Worker Adjustment and Retraining Notification (WARN) Act; the Uniform Services Employment and Reemployment Rights Act (USERRA); the Genetic Information Nondiscrimination Act (GINA); the Immigration Reform and Control Act (IRCA); the Illinois Human Rights Act (IHRA); the Illinois Right to Privacy in the Workplace Act; the Illinois Worker Adjustment and Retraining Notification Act; the Illinois One Day Rest in Seven Act; the Illinois Union Employee Health and Benefits Protection Act; the Illinois Employment Contract Act; the Illinois Labor Dispute Act; the Illinois Victims' Economic Security and Safety Act; the Illinois Whistleblower Act; the Illinois Equal Pay Act; the Illinois Biometric Information Privacy Act; the Illinois Constitution; as well as any claims under local statutes and ordinances that may be legally waived and released, including the Cook County Human Rights Ordinance, the Chicago Human Rights Ordinance; tort law; contract law; invasion of privacy; wrongful discharge; claims of discrimination or harassment based on sex, race, national origin, disability, or on any other basis; retaliation; fraud; defamation; emotional distress; breach of the implied covenant of good faith and fair dealing; claims for attorneys’ fees or costs; and/or claims for penalties.
YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. You acknowledge that there is a risk that, after signing this Agreement, you may learn information that might have affected your decision to enter into this Agreement. You assume this risk and all other risks of any mistake in entering into this Agreement. You agree that this Agreement is fairly and knowingly made. You expressly waive and relinquish all rights and benefits under any law of any jurisdiction, including but not limited to Illinois, with respect to your release of any unknown or unsuspected claims you may have against the Released Parties.
(b) Notwithstanding the foregoing, the waiver and release contained in this Agreement does not apply to any claim which, as a matter of law, cannot be released by private agreement. If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and all remaining provisions shall be enforceable to the fullest extent permitted by law. No provision of this Agreement shall prevent or restrict you from disclosing information about unlawful workplace acts, including but not limited to factual information relating to any claims of harassment, discrimination, or retaliation under Title VII or the Illinois Human Rights Act, including claims based on race, sexual orientation, religion, color, national origin, ancestry, disability, medical condition, and age. No provision of this Agreement is intended to limit, or shall be interpreted as limiting, your right to file administrative charges with any government agency charged with enforcement of any law, including but not limited to the Equal Employment Opportunity Commission, the Securities and Exchange Commission, and National Labor Relations Board, and to participate in agency investigations. Additionally, nothing herein is intended to restrict, or shall be interpreted as restricting, your right to engage in concerted activity protected by Section 7 of the National Labor Relations Act or your right to file for or collect unemployment benefits and/or to seek and receive remedies for workplace injuries under the provisions of any applicable workers’ compensation act.
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(c) Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. or foreign federal, state or local governmental or law enforcement branch, agency, entity, commission or other governmental authority or instrumentality of competent jurisdiction (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. or foreign federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. You do not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure.
(d) You specifically represent, warrant, and confirm that you have not made any claims or allegations to Hyperfine related to sexual harassment, sex discrimination, or sexual abuse, and that none of the payments set forth in this Agreement are related to sexual harassment, sex discrimination, or sexual abuse; and have not engaged in and are not aware of any unlawful conduct relating to the business of Hyperfine.
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This Section does not in any way restrict or impede you from exercising protected rights, including rights under the National Labor Relations Act (NLRA). You expressly acknowledge and agree that the Separation Payment and the Company’s entry into the Consulting Agreement are made in consideration for your agreement to this Confidentiality provision, as well as for your other promises, covenants, waivers and releases contained herein.
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We look forward to your continued contributions as a consultant.
Sincerely,
HYPERFINE, INC.
By: /s/ Maria Sainz
Maria Sainz
President & CEO
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Accepted and Agreed:
By: /s/ Khan Siddiqui
Name: Khan Siddiqui
Date: September 30, 2023
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Exhibit 10.2
HYPERFINE, INC.
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made and entered into as of September 30th, 2023 (“Effective Date”) by and among Hyperfine, Inc. (“Hyperfine” or “Company”), a Delaware corporation located at 351 New Whitfield Street, Guilford, CT 06437, and Dr. Khan Siddiqui (“Consultant”), having a notice address as described below.
WHEREAS, Consultant represents Consultant has the necessary qualifications, experience, expertise, and abilities to provide consulting services required by the Company and desires to be engaged in the capacity of independent contractor in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, Consultant was Chief Medical Officer & Chief Strategy Officer for Company, and is transitioning from a part-time employee to serving as a consultant of the Company, and the Consultant and the Company are entering into a Separation Agreement, dated on or about the date hereof, with respect to such transition (the “Separation Agreement”);
NOW THEREFORE, in consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, Hyperfine and the Consultant agree as follows:
If the period of time or the area specified in this Section shall be adjudged unreasonable in any proceeding, then the period of time shall be reduced by such number of months, or the area shall be reduced by the elimination of such portion thereof, or both shall be reduced, so that such restrictions may be enforced in such area and for such time as is adjudged to be reasonable. If Consultant violates any of the restrictions contained in this Section, the restrictive period for Consultant shall not run in favor of Consultant from the time of the commencement of any such violation until such time as such violation shall be cured.
Nothing in this Agreement shall prohibit or impede Consultant from communicating, cooperating or filing a complaint with any U.S. or foreign federal, state or local governmental or law enforcement branch, agency, entity, commission or other governmental authority or instrumentality of competent jurisdiction (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. or foreign federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure.
Consultant and any employee, subcontractor or agent of Consultant performing Services for or on behalf of Hyperfine agree to undergo any required training provided by Hyperfine regarding the safeguarding of personal health information and in accordance with all applicable laws. This requirement may include the administration of the Center for Medicare and Medicaid Services' Fraud, Waste and Abuse training to Consultant and each employee, subcontractor or agent of Consultant which will be performed upon hire and annually thereafter if applicable.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date written below.
Hyperfine, Inc. |
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Khan Siddiqui |
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Sign: |
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/s/ Maria Sainz |
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Sign: |
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/s/ Khan Siddiqui |
Print: |
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Maria Sainz |
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Print: |
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Khan Siddiqui |
Title: |
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President and CEO |
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Title: |
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Consultant |
Date: |
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September 30, 2023 |
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Date: |
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September 30, 2023 |
Notice Address: |
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Notice Address: |
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351 New Whitfield Street |
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Attn: Khan Siddiqui |
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Guilford, CT 06437 |
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Address: |
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Attn: Legal Department |
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Email: |
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Email: |
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Phone: |