Psychemedics Corp Files DEFA14A

TL;DR

Psychemedics Corp filed a DEFA14A, likely for shareholder comms. Watch this space.

AI Summary

Psychemedics Corporation filed a DEFA14A on August 12, 2024, related to soliciting material under Rule 14a-12. The filing indicates the company is based in Acton, MA, with a principal executive office in Dallas, TX, and operates in the medical laboratories sector.

Why It Matters

This filing is a preliminary step in a shareholder communication process, potentially related to upcoming corporate actions or proposals that will require shareholder approval.

Risk Assessment

Risk Level: low — This filing is a routine disclosure document and does not inherently present immediate financial risk.

Key Players & Entities

• PSYCHEMEDICS CORP (company) — Registrant
• 0001171843-24-004697 (filing_id) — Accession Number
• 20240812 (date) — Filing Date
• Acton, MA (location) — Company Business Address
• Dallas, TX (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.005 — ge on which registered: Common Stock, $0.005 par value per share PMD The Nasdaq
• $2.35 — "Common Stock"), at a purchase price of $2.35 per share, for an aggregate purchase pr
• $3,750,000 — or an aggregate purchase price of up to $3,750,000 (the "Stock Sale"). The Company intends
• $500,000 — erse Stock Split and (ii) an additional $500,000 designated for working capital and gene
• $2.8 m — the Transaction would be approximately $2.8 million, plus transaction expenses, which
• $700,000 — which are estimated to be approximately $700,000. The Company expects to fund such costs

Filing Documents

• f8k_081224.htm (DEFA14A) — 34KB
• exh_101.htm (EX-10.1) — 147KB
• exh_991.htm (EX-99.1) — 13KB
• 0001171843-24-004697.txt ( ) — 195KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 12, 2024, in connection with the Transaction (as defined below), Psychemedics Corporation ("Psychemedics" or the "Company") entered into a stock purchase agreement (the "Purchase Agreement") with 3K Limited Partnership, a Delaware limited partnership ("3K"), Peter H. Kamin, a natural person in his individual capacity ("Mr. Kamin"), the Peter H. Kamin Revocable Trust dated February 2003 (the "2003 Trust"), the Peter H. Kamin Childrens Trust dated March 1997 (the "1997 Trust"), the Peter H. Kamin GST Trust (the "GST") and the Peter H. Kamin Family Foundation (the "Foundation"). 3K, Mr. Kamin, the 2003 Trust, the 1997 Trust, the GST and the Foundation are referred to herein together as the "Investors". Pursuant to the Purchase Agreement, the Investors have agreed to purchase, subject to the terms and conditions thereof, up to 1,595,744 shares (the "Shares") of the Company's common stock, par value $0.005 per share (the "Common Stock"), at a purchase price of $2.35 per share, for an aggregate purchase price of up to $3,750,000 (the "Stock Sale"). The Company intends to use the proceeds from the Stock Sale to purchase fractional shares of Common Stock resulting from the proposed Reverse Stock Split (as defined below) and for working capital and general corporate purposes. Prior to the closing of the Stock Sale (the "Closing Date"), the Company will determine the number of Shares to be issued (not to exceed 1,595,744 shares) so as to provide the Company with (i) proceeds sufficient to purchase the fractional shares of Common Stock resulting from the proposed Reverse Stock Split and (ii) an additional $500,000 designated for working capital and general corporate purposes. In addition, under the terms of the Purchase Agreement, in connection with each annual or special meeting of stockholders of the Company occurring after the Closing Date at which directors of the Company are to be elected, (i) the Compan

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The description set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The Shares to be issued and sold in connection with the Purchase Agreement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements.

01 Other Events

Item 8.01 Other Events. On August 12, 2024, the Board (other than Mr. Kamin and Darius Nevin, each a director of the Company, who were not in attendance and had recused themselves from the meeting), upon the recommendation of the Transaction Committee of the Board (the "Transaction Committee") consisting of independent directors, unanimously approved a transaction whereby the Company would effect a reverse and forward stock split of the Common Stock, in conjunction with terminating the Company's public company reporting obligations and delisting the Common Stock from the Nasdaq Capital Market (the "Transaction"), subject to obtaining the requisite approval of the Company's stockholders at the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting"), which is currently expected to occur in the fall of 2024. Specifically, the participating members of the Board recommended and approved a transaction whereby the Company would effect a reverse stock split of the Common Stock at a ratio between 1-for-4,000 and 1-for-6,000 (the "Reverse Stock Split"), followed immediately by a forward stock split of the Common Stock (the "Forward Stock Split," and together with the Reverse Stock Split, the "Stock Split"). Stockholders owning fewer shares of Common Stock than the Reverse Stock Split ratio denominator at the effective time of the Reverse Stock Split would receive $2.35 in cash, without interest, for each share of Common Stock held by them at the effective time of the Reverse Stock Split, and thereafter they would no longer be stockholders of the Company. Stockholders owning more shares of Common Stock than the Reverse Stock Split ratio denominator at the effective time of the Reverse Stock Split ("Continuing Stockholders") would not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which would immediately follow the Reverse Stock Split, would reconvert whole shares and

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Stock Purchase Agreement, by and among Psychemedics Corporation, 3K Limited Partnership, Peter H. Kamin, the Peter H. Kamin Revocable Trust dated February 2003, the Peter H. Kamin Childrens Trust dated March 1997, the Peter H. Kamin GST Trust and the Peter H. Kamin Family Foundation, dated August 12, 2024. 99.1 Press Release, dated August 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Additional Information and Where to Find It THIS CURRENT REPORT IS ONLY A BRIEF DESCRIPTION OF THE TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS, INCLUDING A SCHEDULE 13E-3, WITH THE SEC CONCERNING THE TRANSACTION. A COPY OF ALL FINAL PROXY MATERIALS WILL BE SENT TO STOCKHOLDERS PRIOR TO THE 2024 ANNUAL MEETING OF STOCKHOLDERS AT WHICH THE COMPANY'S STOCKHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY URGES ALL STOCKHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC, INCLUDING THE COMPANY'S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE AVAILABLE AT NO COST ON THE SEC'S WEBSITE AT WWW.SEC.GOV. WHEN THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE BY DIRECTING A REQUEST TO PSYCHEMEDICS CORPORA TION, 5220 Spring Valley Road, Suite 230, Dallas, Texas 75254 , ATTENTION: SECRETARY. Psychemedics and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the Transaction. Information concerning such participants will be set forth in

SIGNATURES

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. PSYCHEMEDICS CORPORATION Date: August 12, 2024 By: /s/ Brian Hullinger Name: Brian Hullinger Title: President and Chief Executive Officer

View Full Filing

View this DEFA14A filing on SEC EDGAR