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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): November 27, 2023
_______________________________
PSYCHEMEDICS CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 1-13738 | 58-1701987 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
289 Great Road
Acton, Massachusetts 01720
(Address of Principal Executive Offices) (Zip Code)
(978) 206-8220
(Registrant's telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock. $0.005 par value | PMD | 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.
(c) On November 27, 2023, the Psychemedics Corporation (the “Company”) appointed Daniella Mehalik as Vice President – Finance and as Treasurer of the Company. In such capacity Ms. Mehalik, age 33, will serve as the Company’s principal financial and accounting officer and will be responsible for all internal and external financial reporting activities, as well as the Company’s financial analysis and planning activities. She will report directly to the CEO. Ms. Mehalik has over 10 years of finance and accounting experience. Most recently, since 2021, she served as Controller at NeuBase Therapeutics, Inc. (Nasdaq: NBSE), a genetic medicine platform company. From 2019 to 2021 she served as Controller for DxTx Medical Inc., of Pittsburgh, Pennsylvania, a medical device manufacturer of specialized accessories for medical radiology applications. From 2018 to 2019 she served as Audit Team Leader at Arconic Corporation (NYSE: ARNC), an industrial company specializing in lightweight metals engineering and manufacturing. Prior to her controllership roles in the biotechnology and medical device industries, she spent several years in private and public accounting focusing on manufacturing and industrial engineering industries. She received a Bachelor’s degree in Business, Accounting, and Forensic accounting from Carlow University and a Master of Science Degree in Fraud and Forensic Accounting from Carlow University.
(e) In connection with Ms. Mehalik’s appointment, the Company and Ms. Mehalik have entered into a written employment agreement (the “Employment Agreement”) pursuant to which Ms. Mehalik will serve as an at-will employee with the following compensation terms: (a) a base salary of $205,000; (b) an annual bonus target of 25% of base salary, with the annual bonus for 2024 of not less than 10% of base salary ($20,500) to be guaranteed, subject to certain conditions; and (c) a signing bonus of $10,000, subject to certain conditions.
The foregoing description of the Employment Agreement with Ms. Mehalik is a summary and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on November 27, 2023 announcing the hiring of Ms. Mehalik. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the presentation attached hereto as Exhibit 99.1, shall not be deemed “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 such information 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.
SIGNATURE
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.
| | PSYCHEMEDICS CORPORATION |
| | | |
| | | |
| Date: November 27, 2023 | By: | /s/ Brian Hullinger |
| | | Brian Hullinger |
| | | President and Chief Executive Officer |
| | | |
Exhibit 10.1
November 27, 2023
Daniella Mehalik
Pittsburgh, PA
Dear Daniella,
On behalf of Psychemedics Corporation (“Psychemedics” or the
“Company”), I am pleased to extend a formal offer of employment to you with the Company. This offer letter agreement (the
“Agreement”) provides the terms and conditions of your employment with the Company. Your tentative start date is November
27, 2023.
|
1. |
Position: Your position with Psychemedics will be Vice President of Finance (“VP of Finance”), reporting to the Chief
Executive Officer (“CEO”). While serving as the VP of Finance, you will perform the standard and customary duties and responsibilities
of the VP of Finance role, as well as any other duties and responsibilities as reasonably assigned to you by the CEO. Psychemedics and
you acknowledge and agree that you will be based at your home office located in Pennsylvania and will travel as may be necessary to fulfill
your responsibilities. |
|
a. |
Your base salary will be at an annualized rate of $205,000.00 per year (the “Base Salary”), payable in substantially equal
periodic installments in accordance with the Company’s payroll practices.
|
|
b. |
Your annual bonus target is set at $51,250.00 (25% of your base salary) and your first annual bonus review will take place in the first
quarter of 2025 (for calendar year 2024). You will be eligible for the annual cash bonus subject to your being an employee in good standing
on the date of any applicable bonus payment. The bonus for calendar year 2024 will be determined at the Board’s sole discretion,
which generally will be based on Company results as well as individual performance but will be guaranteed to pay a minimum of $20,500
(10% of your base salary) provided you are not terminated for Cause1 or do not resign without Good Reason2 prior
to December 31, 2024.
|
289
great rd, suite 200, acton, ma 01720
Tel:
978-206-8220, fax: 978-264-9236
WWW.psychemedics.COM
|
c. |
We are also pleased to offer you a one-time, sign-on bonus of $10,000.00 to held defray your transition costs from your current employer
(the “Sign-On Bonus”). The Sign-On Bonus will be paid with regular payroll on January 18th, 2024, provided that
you are an employee in good standing on the date of payment. If you voluntarily terminate your employment with the Company for any reason
or if the Company involuntarily terminates your employment for Cause3 in either event within twelve (12) months of your Start
Date, then (i) you will repay to the company the entire amount of the Sign-On Bonus (if paid) and (ii) you authorize the Company to deduct
and/or offset the amount of such Sign-On Bonus from any amounts otherwise due from the Company to you, to the extent permitted by law.
|
|
d. |
You and your dependents are eligible for coverage under the Company’s health package, subject to plan terms and conditions. You
are also eligible to participate in benefit programs made available to all employees and will be eligible to enroll in our Company sponsored
401(k) Plan. Your eligibility for benefits will be subject to eligibility requirements, conditions, terms and restrictions in any applicable
plan or policy document. The Company retains the right to change, add or cease any particular benefit.
|
1 For purposes of this Agreement,
“Cause” will mean (i) theft or embezzlement, or attempted theft or embezzlement, by you of money
or property of the Company, your perpetration or attempted perpetration of fraud, or your participation in a
fraud or attempted fraud upon the Company; (ii) your unauthorized appropriation of, or attempt to misappropriate,
any tangible or intangible assets or property of the Company, or your appropriation of, or attempt to appropriate,
a business opportunity of the Company, including but not limited to attempting to secure or securing any profit
for yourself or any of your family members or personal associates in connection with any transaction entered
into on behalf of the Company; (iii) any act or acts of disloyalty, misconduct, or moral turpitude by you, including
but not limited to violation of the Company’s sexual harassment or non-harassment policy, any of which
the Board determines in good faith has been or is likely to be materially injurious to the interest, property,
operations, business, or reputation of the Company, or its directors, employees or shareholders; (iv) any act
or omission constituting gross negligence in connection with the performance of your duties on behalf of the
Company which is materially injurious to the interest, property, operations, business, or reputation of the
Company; (v) your conviction of a crime other than minor traffic violations or other similar minor offenses
(including pleading guilty or entering a plea of no contest), or your indictment for a felony or its equivalent,
or your being charged with a violent crime, a crime involving moral turpitude, or any other crime for which
imprisonment is a possible punishment; (vi) your willful refusal or material failure to carry out reasonable
and lawful instructions and directives from the Board and your failure to cure or correct such refusal or failure
within ten (10) days after receiving written notice from the Board describing such refusal or failure; or (vii)
the material breach by you of your obligations under any confidentiality, non-compete, non- solicitation, non-disparagement
or similar agreement with the Company.
2 For purposes of this Agreement, “Resignation
for Good Reason” will be deemed to occur in the event: (i) any of the following bases (a)-(c) occur; (ii) you provide written notice
of termination to the Company within thirty (30) days thereafter, specifying the basis for your resignation; (iii) the Company does not
cure such basis within thirty (30) days after receipt of such notice, and (iv) you terminate your employment within thirty (30) days
following the end of such cure period: (a) the Company materially diminishes your duties and responsibilities without Cause; (b) the
Company materially reduces your base salary (other than in connection with a Company-wide decrease in salary); or (c) the Company materially
breaches any of its obligations to you pursuant to this Agreement.
289
great rd, suite 200, acton, ma 01720
Tel:
978-206-8220, fax: 978-264-9236
WWW.psychemedics.COM
|
e. |
You will be entitled to reimbursement for all ordinary and reasonable out-of-pocket business expenses that are reasonable incurred by
you in the furtherance of the Company’s business, following submission of reasonably detailed receipts and otherwise subject to
the terms and conditions of any applicable Company policy or rules. |
|
3. |
At-Will Employment: Employment at the Company is at-will. We recognize that you retain the option, as does the Company, of ending
your employment with the Company at any time, with or without notice and with or without Cause. We are a dynamic organization in a rapidly
changing industry. The responsibilities associated with your job may change from time to time in accordance with the Company’s business
needs. You may be required to perform additional and/or different responsibilities.
|
|
4. |
Devotion of Time and Efforts: While you render services to the Company, you will not assist (including to mean, without limitation,
investing in, consulting for, serving as an employee or director, or otherwise advising) any person or organization, public or private,
in competing with the Company, in preparing to compete with the Company, or in hiring any employees away from the Company. As an employee
of the Company, you are expected to make or participate in business decisions and actions in the course of your employment based solely
on the best interests of the Company as a whole, and without consideration of personal relationships or benefits. While you render services
to the Company, you will not engage in any other gainful employment, business, or activity without written consent of the Company. You
may, with consent, participate in financial, business and other activities outside the scope of your employment so long as the activities
do not conflict with your responsibilities to the Company.
|
|
5. |
Certifications: Your employment is contingent upon the satisfactory completion of background screening, drug testing, and verification
of authorization to work in the United States. By signing this Agreement, you are certifying that: (a) your employment with the Company
does not violate any order, judgment or injunction, and (b) all facts presented to the Company are accurate and true, including those
pertaining to education, qualifications, licensing. You may not disclose any confidential information belonging to a previous employer
to the Company or use or incorporate the proprietary information of a previous employer into Company inventions or developments, and you
agree to abide by any contractual obligation to prior employers.
|
289
great rd, suite 200, acton, ma 01720
Tel:
978-206-8220, fax: 978-264-9236
WWW.psychemedics.COM
|
6. |
Covenants Agreement: The Company considers the protection of its confidential information, proprietary materials and goodwill to
be extremely important. Accordingly, as an express condition of employment, you will be required to execute and abide by the Company’s
standard Confidentiality, Inventions, Non-Competition, and Non-Disclosure Agreement.
|
|
7. |
Section 409A: The parties intend that this Agreement will be administered in accordance with Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”). To the extent that any provision of this Agreement is ambiguous as to its compliance
with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of
the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section
1.409A-2(b)(2). Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service within the
meaning of Section 409A of the Code the Company determines that you are a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of
your separation from service would be considered deferred compensation otherwise subject to the twenty percent (20%) additional tax imposed
pursuant to Section 409A(a) of the Code, such payment will not be payable and such benefit will not be provided until the date that is
the earlier of (A) six (6) months and one (1) day after your separation from service, or (B) your death. All in-kind benefits provided
and expenses eligible for reimbursement under this Agreement will be provided by the Company or incurred by you during the time periods
set forth in this Agreement. All reimbursements will be paid as soon as administratively practicable, but in no event will any reimbursement
be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits
provided or reimbursable expenses incurred in one (1) taxable year will not affect the in-kind benefits to be provided or the expenses
eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses).
Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. To the extent that any
payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the
Code, and to the extent that such payment or benefit is payable upon your termination of employment, then such payments or benefits will
be payable only upon your “separation from service.”
|
|
8. |
General: This Agreement and any documents referenced herein contain all the terms of your employment with the Company, and supersede
any other agreements, documents or conversations (written or verbal) about such terms. The terms of this Agreement may be amended only
by written agreement executed by the parties, and a term may be waived only by a written document executed by the party entitled to the
benefits of such term. The Company may assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially
all of the Company’s business. You may not assign your rights and obligations hereunder without the prior written consent of the
Company. This Agreement will be governed by the internal law of Delaware, without giving effect to the conflict of law principles thereof.
The parties agree that any legal action in connection with this Agreement and/or your employment with the Company will be brought in Delaware
state or federal court.
|
289
great rd, suite 200, acton, ma 01720
Tel:
978-206-8220, fax: 978-264-9236
WWW.psychemedics.COM
Please confirm your acceptance of this Agreement by signing and
dating where indicated below. The terms of this offer expire in 5 calendar days. Please return a copy of this Agreement by mail or a PDF
email to the CEO.
If you need further information regarding this offer or any other aspect of employment
at the Company, feel free to reach out to Brian Hullinger. We are delighted you will be joining us and to your becoming part of the Psychemedics
team.
PSYCHEMEDICS CORPORATION
By: /s/ Brian Hullinger
Brian Hullinger, Chief Executive Officer
November
27, 2023
Date
ACCEPTED AND AGREED:
/s/ Daniella Mehalik
Signature
Daniella Mehalik
Printed Name
November 27, 2023
Date
289
great rd, suite 200, acton, ma 01720
Tel:
978-206-8220, fax: 978-264-9236
WWW.psychemedics.COM
5
EXHIBIT 99.1
Psychemedics Corporation Appoints Daniella Mehalik as VP - Finance
ACTON, Mass., Nov. 27, 2023 (GLOBE NEWSWIRE) -- Psychemedics Corporation (NASDAQ: PMD), a global leader in hair testing for substance abuse, proudly announces the appointment of Daniella Mehalik as its new Vice President - Finance.
In her new role, Ms. Mehalik will assume responsibility for directing and managing all financial activities at Psychemedics, including comprehensive oversight of external reporting and internal analysis. Reporting directly to CEO and President Brian Hullinger, she will play a pivotal role in steering the financial trajectory of the organization.
Bringing over a decade of extensive experience to her new position, Ms. Mehalik possesses a robust background in accounting, honed through tenures at esteemed public accounting firms. Her most recent position as Vice President and Controller at Neubase Therapeutics, Inc. (NASDAQ: NBSE) in Pittsburgh, PA, provides her with industry-specific insights crucial to Psychemedics’ operations.
Ms. Mehalik's academic credentials include both undergraduate and master’s degrees in accounting from Carlow University in Pittsburgh, further underscoring her dedication to the field.
Commenting on this appointment, Mr. Hullinger stated, "We are thrilled to welcome Daniella to our team, entrusting her with a critical role in the company. Her strong technical background within the biotech sector aligns seamlessly with Psychemedics' growth strategy, positioning the company for sustained advancement.”
About Psychemedics
Psychemedics Corporation is a leading global provider of innovative hair testing for drugs of abuse. With a commitment to accuracy and reliability, the company offers cutting-edge drug testing solutions. Psychemedics Corporation is dedicated to providing valuable insights and maintaining the highest standards in substance abuse testing. For more information about Psychemedics Corporation and its innovative hair testing solutions, please visit www.psychemedics.com.
Investor Relations:
Phone: 978-206-8220
Email: InvestorRelations@psychemedics.com
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