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):
February 22, 2021
908 Devices Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-39815 | 45-4524096 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation) | File Number) | Identification No.) |
645 Summer Street
Boston, MA 02210
(Address of principal executive offices, including zip code)
(857) 254-1500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last reports)
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)) |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | MASS | The NASDAQ Global Market |
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 x
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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
On February 22, 2021, Jeffrey P. George and Fenel M. Eloi were appointed to the Board of Directors (the “Board”) of 908 Devices Inc. (the “Company”) expanding the Board from seven to nine directors. Mr. George and Mr. Eloi will both serve as a Class I directors, with a term expiring at the Company’s next annual meeting of stockholders to be held in June 2021. In addition, Mr. George has been appointed to serve as a member of the Compensation Committee of the Board, and Mr. Eloi has been appointed to serve as the Chair of the Audit Committee of the Board.
In accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), each of Mr. George and Mr. Eloi will receive annual cash compensation of $37,500 for general availability and participation in meetings and conference calls of the Board, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual meetings of the Board. In addition, each of Mr. George and Mr. Eloi shall be granted an initial, one-time equity award (the “Initial Award”), representing $175,000 of value on the grant date, with 50% of the value allocated to Restricted Stock Unit awards (“RSUs”), and 50% of the value allocated to Non-Qualified Stock Option awards (“NQSOs”). The RSUs shall vest annually over three (3) years from the director commencement date, with pro rata vesting upon termination of service for any reason, and the NQSOs shall vest monthly over three (3) years from the director commencement date, provided that such director remains a service provider through the applicable vesting dates. The Initial Awards shall be granted under and subject to terms of the Company’s 2020 Stock Option and Incentive Plan.
Each of Mr. George and Mr. Eloi will also be eligible for equity awards on the same terms as other continuing non-employee members of the Board. Currently, the Policy provides that, on or about the date of each annual meeting of stockholders of the Company (the “Annual Meeting”), each continuing non-employee director, other than a director who joined the Board and received an Initial Award within 90 days of such Annual Meeting, will receive an annual equity award (the “Annual Award”), representing $115,000 of value on the grant date, with 50% of the value allocated to RSUs, and 50% of the value allocated to NQSOs. The RSUs shall vest in full at the one year anniversary of the Annual Meeting, or the day prior to the next Annual Meeting, whichever is first to occur, with pro rata vesting upon termination of service for any reason, and the NQSOs shall vest monthly over one (1) year from the date of the Annual Meeting, provided that such director remains a service provider through the applicable vesting dates. The Annual Awards shall be granted under and subject to terms of the Company’s 2020 Stock Option and Incentive Plan.
All outstanding Initial Awards and Annual Awards held by a non-employee director shall become fully vested and exercisable upon a Sale Event (as defined in the Company’s 2020 Stock Option and Incentive Plan).
Each of Mr. George and Mr. Eloi also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-250954) filed with the Securities and Exchange Commission on November 25, 2020.
There are no arrangements or understandings between each of Mr. George or Mr. Eloi and any other persons pursuant to which Mr. George and Mr. Eloi were elected as directors. In addition, each of Mr. George and Mr. Eloi are not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On February 22, 2021, the Company also received confirmation that Prof. J. Michael Ramsey and Sharon Kedar have chosen not to stand for re-election. Prof. Ramsey has been a director of 908 Devices since 2012 and Ms. Kedar since 2019. Both Prof. Ramsey and Ms. Kedar will continue to serve on the Board until the completion of the Company’s next annual meeting of stockholders to be held in June 2021.
On February 23, 2021, the Company issued a press release announcing the appointment of each of Mr. George and Mr. Eloi as directors, and announcing that each of Prof. Ramsey and Ms. Kedar have chosen not to stand for re-election. The press release is attached hereto as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description |
99.1 | Press Release dated February 23, 2021 |
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.
908 DEVICES INC. | ||
February 23, 2021 | By: | /s/ Kevin J. Knopp |
Kevin J. Knopp | ||
Chief Executive Officer |
Exhibit 99.1
908 Devices Appoints Jeff George and Fenel Eloi to its Board of Directors
Company adds two directors with financial, pharmaceutical, and consumable business expertise
Boston, MA – February 23, 2021 – 908 Devices Inc. (NASDAQ: MASS), a pioneer of purpose-built handheld and desktop mass spec devices for chemical and biomolecular analysis, today announced it has appointed Jeff George and Fenel Eloi to serve on its Board of Directors, effective immediately.
Mr. George brings more than two decades of global healthcare and corporate leadership experience across North America, Europe, and emerging markets. He served as the global division head and CEO of two $10 billion divisions of Novartis, Sandoz and Alcon, between 2008 and 2016, where in parallel he served on the Novartis Group executive committee. He also serves on the board of directors of Amneal Pharmaceutical (NYSE: AMRX), Dorian Therapeutics, and Wishbone Medical. |
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Fenel Eloi is a highly seasoned life science executive experienced in leading the transformation of small and mid-size companies to large operating global organizations. Mr. Eloi served as the CFO and then COO at Cell Signaling Technology, a bio reagents company, where he provided leadership in the transformation of the company to a global operation, between 2006 and 2018. He also serves on the board of directors of MitoTherapeutix, a privately held drug development biotech company. |
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"We are delighted to welcome Jeff and Fenel to 908 Devices’ Board of Directors. Jeff brings extensive experience in executive roles in the pharmaceutical market on a global scale, and Fenel has extensive finance and operational experience successfully scaling companies through high growth periods,” said Kevin Hrusovsky, Chairman of 908 Devices.
“I am honored to join the Board of Directors for 908 Devices, an innovative, high-growth company democratizing laboratory mass spectrometry with simple handheld and desktop devices which address critical-to-life applications,” said Mr. George. “I look forward to partnering with the Company’s talented leadership team as they continue to further develop their technology by reducing size and increasing analyte panels and capabilities to simplify the sample to answer process for customers.”
“I’m very excited for the opportunity to support 908 Devices in scaling up their operations as they make mass spec available to the masses,” said Mr. Eloi. “As we look to the future, I am confident that they are just scratching the surface as to what their proprietary platform can do and at its ultimate market potential.”
The Company also announced that Prof. J. Michael Ramsey and Sharon Kedar have chosen not to stand for re-election. Prof. Ramsey has been a director of 908 Devices since 2012 and Ms. Kedar since 2019. Both Prof. Ramsey and Ms. Kedar will continue to serve on the Board until the completion of the Annual Meeting of Stockholders in June, at which time Mr. George and Mr. Eloi are expected to stand for re-election to the Board by a vote of the Company’s stockholders.
"I echo Kevin Hrusovsky’s excitement for Jeff and Fenel joining our Board of Directors. I also want to personally thank both Mike and Sharon for the many contributions they have made,” said Kevin J. Knopp, CEO of 908 Devices. “From the beginning, Mike’s technical acumen has guided our pursuits. He has been a true partner and I look forward to his continuing contributions on our Scientific Advisory Board where he will serve as Co-Chair with our CTO, Dr. Christopher D. Brown. I am grateful to our board for their guidance and partnership. Over the coming months, we will continue to evaluate additional board candidates to further strengthen our board and add increased diversity.”
About 908 Devices
908 Devices is democratizing laboratory mass spectrometry with its simple handheld and desktop devices, addressing critical-to-life applications. The Company’s devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers to directly address some of the most critical problems in life sciences research, bioprocessing, pharma / biopharma, forensics, and adjacent markets. The Company is headquartered in the heart of Boston, where it designs and manufactures innovative products that bring together the power of mass spectrometry, microfluidic separations, software automation, and machine learning. To learn more about 908 Devices, visit: https://908devices.com/.
Forward Looking Statements
This press release includes “forward looking statements,” including with respect to the composition of the Company’s Board of Directors. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including the risks outlined under “Risk Factors” and elsewhere in the Company’s filings with the SEC which are available on the SEC's website at www.sec.gov. Additional information will be made available in our annual and quarterly reports and other filings that we make from time to time with the SEC. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as may be required by law.
Investor Contact | Media Contact |
Carrie Mendivil | Emily Fang |
IR@908devices.com | PAN Communications |
908devices@pancomm.com |