Kamin Updates Psychemedics Corp. Stake Filing

TL;DR

Kamin filed an amendment for his Psychemedics stake - check for changes.

AI Summary

Peter H. Kamin, through an amendment filed on August 13, 2024, has updated his beneficial ownership of Psychemedics Corp. common stock. The filing does not disclose specific changes in the number of shares or percentage of ownership, but it represents an ongoing disclosure requirement for significant shareholders.

Why It Matters

This filing indicates continued significant interest from Peter H. Kamin in Psychemedics Corp., which could influence future corporate actions or stock performance.

Risk Assessment

Risk Level: medium — Filings by significant shareholders like Peter H. Kamin can signal potential shifts in control or strategy, impacting stock price.

Key Players & Entities

• Peter H. Kamin (person) — Filing party and significant shareholder
• Psychemedics Corp. (company) — Subject company
• David E. Danovitch, Esq. (person) — Authorized to receive notices
• Sullivan & Worcester LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.005 — ame of Issuer) Common Stock, par value $0.005 per share (Title of Class of Securiti
• $2.35 — of 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”). Prior t
• $500,000 — ing Common Stock and (ii) an additional $500,000 designated for working capital and gene

Filing Documents

• eps11454.htm (SC 13D/A) — 64KB
• 0001171520-24-000290.txt ( ) — 65KB

Security and Issuer

Item 1. Security and Issuer. The information contained in “Item 1. Security and Issuer.” of the Schedule 13D is not being amended by this Amendment No. 7.

Identity and Background

Item 2. Identity and Background. The information contained in “Item 2. Identity and Background.” of the Schedule 13D is not being amended by this Amendment No. 7.

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. “Item 3. Source or Amount of Funds or Other Consideration.” of the Schedule 13D is being amended by this Amendment No. 7 to add the following: As described in Item 4., the Reporting Person was awarded an aggregate of 23,000 restricted stock units (the “RSU”) under the Issuer’s 2006 Incentive Plan, as amended (the “2006 Incentive Plan”), as compensation for his service as a director of the Issuer.

Purpose of Transaction

Item 4. Purpose of Transaction. “Item 4. Purpose of Transaction.” of the Schedule 13D is being amended by this Amendment No. 7 to add the following: Pursuant to its terms, the Cooperation Agreement automatically terminated in 2023, following the expiration of the Standstill Period. Director Grants On August 12, 2022, the Issuer granted to the Reporting Person RSUs representing the right to receive upon vesting 9,000 shares of Common Stock, half of the RSUs vested on each August 12, 2023 and August 12, 2024. On August 17, 2023, the Issuer granted to the Reporting Person RSUs representing the right to receive upon vesting 14,000 shares of Common Stock, which RSUs will fully vest on August 17, 2024. Such RSUs were granted pursuant to the Issuer’s 2006 Incentive Plan and in accordance with the terms of the Stock Unit Award with non-employee directors, between the Issuer and the Reporting Person. The foregoing description of the 2006 Incentive Plan and Stock Unit Award does not purport to be complete and is qualified in its entirety by reference to the full text of the 2006 Incentive Plan and form of Stock Unit Award Agreement (the “Stock Unit Award Agreement”), which are filed as Exhibit 99.2 and 99.3 to this Schedule 13D and incorporated herein by reference. SCHEDULE 13D/A CUSIP NO. 744375205 Page 4 of 5 Purchase Agreement On August 12, 2024, in connection with the Stock Sale (as defined below), the Issuer entered into a stock purchase agreement (the “Purchase Agreement”) with 3K Limited, the Reporting Person, in his individual capacity, the Kamin Trust, the Kamin Childrens Trust, the Peter H. Kamin GST Trust (the “GST”) and the Peter H. Kamin Family Foundation (the “Foundation”). 3K Limited, the Reporting Person, the Kamin Trust, the Kamin Childrens Trust, the GST and the Foundation are referred to herein together as the “Investors”. Pursuant to the Purchase Agreement, the

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. is by this Amendment No. 7 (a) The percentage ownership of shares of Common Stock set forth in this Amendment No. 7 is based upon 5,824,036 shares outstanding as of August 12, 2024, which is the total number of shares outstanding as indicated to the Reporting Person by the Issuer. (b) The Reporting Person has the sole voting power and sole dispositive power with respect to all of the shares held by him and the Trusts. SCHEDULE 13D/A CUSIP NO. 744375205 Page 5 of 5 (c) Except as set forth in Item 4 of this Amendment No. 7, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment No. 7. (d) Not Applicable. (e) Not Applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.” of the Schedule 13D is being amended by this Amendment No. 7 to add the following: Pursuant to its terms, the Cooperation Agreement automatically terminated in 2023, following the expiration of the Standstill Period. The Reporting Person is entitled to the RSUs pursuant to the Issuer’s 2006 Incentive Plan as defined and described in Item 4 above and attached as Exhibit 99.2 hereto. On August 12, 2022, the Investors and the Issuer entered into the Stock Unit Award Agreement as defined and described in Item 4 above and attached as Exhibit 99.3 hereto. On August 17, 2023, the Investors and the Issuer entered into the Stock Unit Award Agreement as defined and described in Item 4 above and attached as Exhibit 99.3 hereto. On August 12, 2024, the Investors and the Issuer entered into the Purchase Agreement as defined and described in Item 4 above and attached as Exhibit 99.4 hereto.

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits. “Item 7. Material to be filed as Exhibits.” of the Schedule 13D is being amended by this Amendment No. 7 to add the following exhibits: Exhibit Number* Description 99.2 2006 Incentive Plan of the Issuer, as amended (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 17, 2021 ). 99.3 Form of Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 19, 2016) 99. 4 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 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 12, 2024).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 12, 2024 /s/ Peter H. Kamin Peter H. Kamin

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View this SC 13D/A filing on SEC EDGAR