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 16, 2023
Akumin Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39479 | 88-4139425 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8300 W. Sunrise Boulevard Plantation, Florida |
33322 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(844) 730-0050
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instructions A.2. below):
| ☐ | 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 |
Name of Exchange on Which Registered: | ||
| Common Stock, $0.01 par value per share | AKU | The Nasdaq Stock Market LLC | ||
| Common Stock, $0.01 par value per share | AKU | Toronto Stock Exchange |
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 February 16, 2023, Akumin Inc. (the “Company”) entered into an amendment to the employment agreement with Rohit Navani (the “Amendment to the Employment Agreement”) that revised his title from Executive Vice President and Chief Development Officer to Chief Corporate Affairs Officer and revised the description of his duties.
On the same day, the Company entered into an amendment to the offer letter with David Kretschmer (the “Amendment to the Offer Letter”) that changed his title from Interim Chief Financial Officer to Chief Financial Officer and provided for (i) an award of 250,000 restricted share units granted on the effective date of the Amendment to the Offer Letter in connection with his commitment to remain Chief Financial Officer following the completion of the preparation of the audited financial statements of the Company for the financial year ended December 31, 2022 and (ii) a cash payment equal to 12 months of total compensation, being $450,000 (representing an amount equal to his base salary) plus an incentive target bonus pursuant to the Management Incentive Plan of the Company equal to 75% of his base salary, in connection with a change of control of the Company.
The descriptions above are qualified in their entirety by reference to the full and complete terms of the Amendment to the Employment Agreement and the Amendment to the Offer Letter, copies of which are filed as Exhibits 10.1 and 10.2 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits filed herewith:
| Exhibit No. |
Description | |
| 10.1 | Amendment to Employment Agreement by and among the Company and Rohit Navani, dated February 16, 2023 | |
| 10.2 | Amendment to Offer Letter by and among the Company and David Kretschmer, dated February 16, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
Dated: February 23, 2023
| Akumin Inc. | ||
| By: | /s/ Riadh Zine | |
| Name: | Riadh Zine | |
| Title: | Chairman, Chief Executive Officer and Director | |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment Agreement”) is made effective as of February 16, 2023 (the “Amendment Effective Date”), by and among Akumin Inc. (the “Company”) and Rohit Navani (the “Employee”);
WHEREAS the Company and the Employee entered into an employment agreement dated November 15, 2017, as amended and restated as of August 9, 2022, and as amended from time to time (the “Employment Agreement”);
AND WHEREAS the parties hereto now wish to amend the Employment Agreement as set forth in this Amendment Agreement to revise the title of the Employee’s position and the Employee’s duties;
NOW THEREFORE in consideration of the covenants and agreements contained herein, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:
ARTICLE 1
AMENDMENTS TO EMPLOYMENT AGREEMENT
| 1.1 | Amendments |
The Employment Agreement is hereby amended as of the Amendment Effective Date as follows:
| (a) | Any reference in the Employment Agreement to the position of Executive Vice-President and Chief Development Officer is hereby replaced with reference to the position of Chief Corporate Affairs Officer and, for greater certainty as of the Amendment Effective Date, the Employee no longer holds the position of Executive Vice-President and Chief Development Office and is instead employed in the position of Chief Corporate Affairs Officer. |
| (b) | Section 1.4 of the Employment Agreement shall be amended to include the following language at the end of subsection (a): “including working with the Chairman and Chief Executive Officer of the Company and any other senior management designated by the Chairman and Chief Executive Officer of the Company in respect of business development and relationships with hospitals and health systems and responsibilities for procurement and relationships with vendors, equipment purchases, maintenance and logistics, corporate insurance matters, corporate branding and such other duties commensurate with your role as Chief Corporate Affairs Officer as may be reasonably assigned to you by the Chairman and Chief Executive Officer of the Company from time to time ”. |
| 1.2 | No Other Amendments |
Except as modified by this Amendment Agreement at Section 1.1, the Employment Agreement remains in full force and effect, without modification or waiver, and this Amendment Agreement and the Employment Agreement subject to the amendments in this Amendment Agreement are hereby ratified and confirmed together. The parties acknowledge that there is no change to the compensation paid to the Employee.
ARTICLE 2
MISCELLANEOUS
| 2.1 | Capitalized Terms and Definitions |
All capitalized terms used herein, which are not defined herein, shall have the meanings ascribed thereto in the Employment Agreement, as amended hereby.
| 2.2 | Governing Law |
This Amendment Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
| 2.3 | Independent Legal Advice |
Each of the parties hereto acknowledges that it or he has read and understands the terms and conditions of this Amendment Agreement and acknowledges and agrees that it or he has had the opportunity to seek any independent legal advice which it or he considered necessary before the execution and delivery of this Amendment Agreement and that it or he voluntarily entered into this Amendment Agreement without any undue pressure from the other party. The Employee hereby agrees that the changes to his terms and conditions of employment as provided under this Amendment Agreement shall not, independently or collectively, constitute a constructive dismissal. Further, the parties hereto acknowledge and agree this Amendment Agreement is not a de novo agreement, and should be read in conjunction with the Employment Agreement.
| 2.4 | Counterparts and Electronic Delivery |
This Agreement may be executed and delivered by the parties hereto in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument. Electronic signatures shall constitute binding original signatures.
Remainder of page has been left intentionally blank
- 2 -
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment Agreement as of the date first above written.
| AKUMIN INC. | ||||
| By: | /s/ Riadh Zine | |||
| Name: | Riadh Zine | |||
| Title: | Chairman and Chief Executive Officer | |||
| /s/ Rohit Navani |
| ROHIT NAVANI |
Exhibit 10.2
AMENDMENT TO OFFER LETTER
THIS AMENDMENT TO OFFER LETTER (this “Amendment”) is made effective as of February 16, 2023 (the “Amendment Effective Date”), by and among Akumin Inc. (the “Company”) and David Kretschmer (the “Employee”);
WHEREAS the Company provided the Employee with an offer letter dated August 12, 2022 (the “Letter”);
AND WHEREAS the parties hereto now wish to amend the Letter as set forth in this Amendment;
NOW THEREFORE in consideration of the covenants and agreements contained herein, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:
ARTICLE 1
AMENDMENTS TO LETTER
| 1.1 | Amendments |
The Letter is hereby amended as of the Amendment Effective Date as follows:
| (a) | Any reference in the Letter to the position of Interim Chief Financial Officer is hereby replaced with reference to the position of Chief Financial Officer and, for greater certainty as of the Amendment Effective Date, the Employee no longer holds the position of Interim Chief Financial Officer and is instead holds the position of Chief Financial Officer. |
| (b) | A new paragraph 6 is inserted as follows: |
“You agree that you are committed to remain in your position as Chief Financial Officer of the Company following the completion of the preparation of the audited financial statements of the Company for the financial year ended December 31, 2022. In consideration of your commitment, (i) you will receive 250,000 restricted share units of the Company, granted on the Amendment Effective Date with such restricted share units being governed in accordance with the terms of the Amended and Restated Restricted Share Unit Plan of the Company (the “RSU Plan”); and (ii) provided that your employment relationship has not previously come to an end, upon the completion of a Change of Control (as defined in the RSU Plan), you will receive a cash payment equal to 12 months of total compensation, being $450,000 (representing an amount equal to your base salary) plus an incentive target bonus pursuant to the Management Incentive Plan of the Company equal to 75% of your base salary.
| 1.2 | No Other Amendments |
Except as modified by this Amendment in Section 1.1, the Letter remains in full force and effect, without modification or waiver, and this Amendment and the Letter subject to the amendments in this Amendment are hereby ratified and confirmed together.
ARTICLE 2
MISCELLANEOUS
| 2.1 | Capitalized Terms and Definitions |
All capitalized terms used herein, which are not defined herein, shall have the meanings ascribed thereto in the Letter, as amended hereby.
| 2.2 | Independent Legal Advice |
Each of the parties hereto acknowledges that it or he has read and understands the terms and conditions of this Amendment and acknowledges and agrees that it or he has had the opportunity to seek any independent legal advice which it or he considered necessary before the execution and delivery of this Amendment and that it or he voluntarily entered into this Amendment without any undue pressure from the other party. The parties hereto acknowledge and agree this Amendment is not a de novo agreement, and should be read in conjunction with the Letter.
| 2.3 | Counterparts and Electronic Delivery |
This Amendment may be executed and delivered by the parties hereto in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument. Electronic signatures shall constitute binding original signatures.
Remainder of page has been left intentionally blank
- 2 -
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first above written.
| AKUMIN INC. | ||||
| By: | /s/ Riadh Zine | |||
| Name: | Riadh Zine | |||
| Title: | Chairman and Chief Executive Officer | |||
| /s/ David Kretschmer |
| DAVID KRETSCHMER |