10-K/A
PSYCHEMEDICS CORP (PMDI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)<br> OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Fiscal Year Ended December 31, 2022
--12-31FY2022
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)<br> OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission File Number: 1-13738
PSYCHEMEDICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 58-1701987 |
|---|---|
| (State or Other Jurisdiction of<br> Incorporation or Organization) | (I.R.S. Employer<br> Identification No.) |
| 289 Great Road<br> Acton , Massachusetts | 01720 |
| --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number Including Area Code: (978) 206-8220
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock. $0.005 par value | PMD | The Nasdaq Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Exchange Act of 1934). Yes ☐ No ☒
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934). Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-Accelerated Filer ☒ |
|---|---|---|
| Smaller Reporting Company ☒ | 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934). Yes ☐ No ☒
As of June 30, 2022, there were 5,626,196 shares of Common Stock of the Registrant outstanding. The aggregate market value of the Common Stock of the Registrant held by non-affiliates (assuming for these purposes, but not conceding, that all executive officers, directors and 5% shareholders are “affiliates” of the Registrant) as of June 30, 2022, was $26.9 million, computed based upon the closing price of $6.34 per share on June 30, 2022.
As of March 15, 2023, there were 5,684,647 shares of Common Stock of the Registrant outstanding.
Auditor Info:
Name – BDO USA, LLP
Location – Boston, Massachusetts
PCAOB Number - 243
EXPLANATORY NOTE
On March 27, 2023 Psychemedics Corporation (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends Part II, Item 9B to correct an error in the description of the Change in Control Severance Agreement entered into on March 21, 2023 with Charles Doucot. It also amends Part III - EXECUTIVE COMPENSATION – Potential Payments upon Termination and Change in Control - to reflect a correction of amounts payable to Mr. Doucot.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we have repeated in this Amendment the entire text of Item 9B of Part II and Part III - EXECUTIVE COMPENSATION – Potential Payments upon Termination and Change in Control - of the Original Filing in this Amendment and we have also repeated Part IV Item 15, Exhibits, Financial Statement Schedules in its entirety.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and our principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on March 27, 2023 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.
Item 9B. Other Information
On March 21, 2023, the Board established August 17, 2023, as the scheduled date of the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). TheCompany will publish additional details regarding the 2023 Annual Meeting, including its record date and the exact time, location and matters to be voted on at the 2023 Annual Meeting, in the Company’s proxy statement for the 2023 Annual Meeting when it is filed, which the Company currently expects will be in late June 2023.
On March 21, 2023, the Company entered into a new change in control severance agreement with Raymond C. Kubacki, Chairman, Chief Executive and President. The agreement runs until May 2, 2024. It provides that if, during the term, the Company terminates the employee’s employment for any reason other than for Cause (as defined in the agreement), death or disability (as defined in the agreement) or if the employee terminates his employment for Good Reason (as defined below), in either case, within twelve months following a Change in Control (as defined in the agreement), he will be entitled to receive a continuation of base salary for a period of up to twelve months from the date of such termination, except that Good Reason termination solely on account of a change in location would give rise to a continuation of base salary for a period of up to six months rather than twelve months. Good Reason includes a change in title, a reduction in base salary then in effect, a material decrease in duties or responsibilities, or a change of location. The agreement also prohibits the employee from working for a competitor of the Company or from soliciting employees of the Company during the period he is eligible to receive salary continuation under the agreement. Mr. Kubacki’s agreement was in replacement of an agreement executed in 2018, which had a five-year term and expired in February 2023.
On March 21, 2023, the Company also entered into a new change in control severance agreement with Charles Doucot, Executive Vice President. The agreement runs until May 2, 2026. It provides that if, during the term, the Company terminates the employee’s employment for any reason other than for Cause (as defined in the agreement), death or disability (as defined in the agreement) or if the employee terminates his employment for Good Reason (as defined below), in either case, within twelve months following a Change in Control (as defined in the agreement), he will be entitled to receive a continuation of base salary for a period of up to twelve months from the date of such termination at a rate equal to the greater of his then current rate, or the rate in effect on August 1, 2020. Good Reason includes a change in title, a reduction in base salary then in effect, or a material decrease in duties or responsibilities. The agreement also prohibits the employee from working for a competitor of the Company or from soliciting employees of the Company during the period he is eligible to receive salary continuation under the agreement. Mr. Doucot’s agreement supersedes the agreement executed in 2018, as amended which had a five-year term and was due to expire in May, 2023.
The foregoing summaries of the change in control severance agreements with Mr. Kubacki and Mr. Doucot do not purport to be complete and are qualified in their entirety by reference to the change in control severance agreements with them which are attached hereto as Exhibits 10.9 and 10.11 and incorporated by reference into this report.
PART III
EXECUTIVE COMPENSATION
Potential Payments upon Termination and Change in Control
The Company has change-in-control severance agreements in place with each of Messrs. Kubacki and Doucot providing for severance benefits for a period of up to 12 months in the event of termination within 12 months following a change in control (as defined in the agreements). The agreements provide for severance benefits only if (1) the Company undergoes a change in control (as defined in the agreement) and (2) within 12 months thereafter either (a) the Company (or its successor) terminates the employee (other than termination for “cause”), or (b) the employee terminates his employment for “good reason” (as defined in his agreement). The agreements do not provide for severance benefits in the event of an employee’s death or disability, or in the event of his voluntary termination without good reason. The agreements provide that the employee shall not compete with the Company during the period in which he is entitled to receive severance payments. Except for such change-in-control severance agreements, and except for the separate employment severance agreement with Mr. Doucot described below, none of the named executive officers has an employment agreement with the Company.
Each of the stock unit award and option agreements with Messrs. Kubacki, Doucot and Schaffer described in the Summary Compensation Table above provides that the vesting would accelerate upon a change in control. In the event the Company had incurred a change in control on December 31, 2022, and terminated the employment of Messrs. Kubacki, Doucot and Schaffer on such date, the amounts paid out to such named executive officers under: (i) the Change in Control agreements with Messrs. Kubacki and Doucot in effect on the date of filing this Report and (ii) the existing equity award agreements with Messrs. Kubacki, Doucot and Schaffer, would have been as follows:
Payments and Benefits Upon Termination and Change in Control
| (a) | (b) | (c) | (d) | (e) | (f) | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | Salary^(1)^ | Accrued<br><br> <br>Vacation^(2)^ | Health<br><br> <br>Benefits ^(3)^ | Acceleration<br><br> <br>of Equity<br><br> <br>Awards^(4)^ | Total | |||||
| Raymond C. Kubacki ^(5)^ | ||||||||||
| 12 Month | $ | 486,500 | $ | 18,718 | $ | 33,325 | $ | 268,275 | $ | 806,818 |
| 6 Month (change of location only) | $ | 243,250 | $ | 18,718 | $ | 16,663 | $ | 268,275 | $ | 546,906 |
| Charles Doucot ^(6)^ | ||||||||||
| 12 Month | $ | 340,000 | $ | 11,489 | $ | 29,136 | $ | 142,100 | $ | 522,725 |
| Michael I. Schaffer | ||||||||||
| 12 Month | $ | - | $ | 11,764 | $ | - | $ | 58,188 | $ | 69,952 |
| (1) | The amounts in column (b) reflect current base salary in effect on December 31, 2022 for Mr. Kubacki and on August 1, 2020 for Mr. Doucot. | |||||||||
| --- | --- | |||||||||
| (2) | Accrued vacation is payable upon separation of service whether or not in connection with a change in control. | |||||||||
| (3) | The amounts in column (d) represent the amount payable by the Company during the applicable period for continuation of health benefits. | |||||||||
| (4) | The amounts in column (e) reflect: (i) the acceleration of the vesting under stock unit awards granted under the Company’s 2006 Incentive Plan triggered by a change in control, as provided in each executive officer’s respective stock unit award agreement with the Company, the valuation of which is determined by multiplying the number of stock unit awards that would have become vested on December 31, 2022, pursuant to such acceleration provision, times the closing price of the Company stock on such date ($4.90 per share); plus (ii) the acceleration of the vesting under in-the-money unvested stock options granted under the Company’s 2006 Incentive Plan triggered by a change in control, as provided in each executive officer’s respective stock option agreement with the Company, the valuation of which is determined by assuming a net exercise of all unvested stock options having an exercise price that is less than the closing price of the Company stock on such date ($4.90 per share). | |||||||||
| (5) | Mr. Kubacki’s arrangement provides for up to 12 months of salary in the event of a termination by the Company without cause (as defined in his agreement) or a termination by him for good reason (as defined in his agreement) in either case, within a 12 month period following a change in control of the Company (as such term is defined in the agreement), provided, however, that in the event of termination by Mr. Kubacki for good reason solely on account of a change in his required place of employment, following a change in control, then in lieu of 12 months of salary and bonus compensation, his benefits would be limited up to 6 months of salary and bonus compensation. | |||||||||
| (6) | Mr. Doucot’s arrangement provides for 12 months of salary (at the rate that was in effect on August 1, 2020, or any higher rate thereafter in effect), in the event of a termination by the Company without cause (as defined in his agreement) or a termination by him for good reason (as defined in his agreement) in either case, within a 12 month period following a change in control of the Company (as such term is defined in the agreement). |
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) (3) See “Exhibit Index” included elsewhere in this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PSYCHEMEDICS CORPORATION | |
|---|---|
| Date: March 30, 2023 | By:/s/ RAYMOND C. KUBACKI<br> Raymond C. Kubacki<br> Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /s/ RAYMOND C. KUBACKI<br> Raymond C. Kubacki | Chairman, President and Chief Executive Officer, Director<br> (Principal Executive Officer) | March 30, 2023 |
|---|---|---|
| /s/ WILLIAM B. NORRIS<br> William B. Norris | Controller<br> (Principal Financial and Accounting Officer) | March 30, 2023 |
| PETER H. KAMIN*<br> Peter H. Kamin | Director | |
| DARIUS G. NEVIN*<br> Darius G. Nevin | Director | |
| ANDREW M. REYNOLDS*<br> Andrew M. Reynolds | Director | |
| FRED J. WEINERT*<br> Fred J. Weinert | Director | |
| ROBYN C. DAVIS*<br> Robyn C. Davis | Director | |
| *By: /s/ RAYMOND C. KUBACKI<br> Raymond C. Kubacki | Attorney-in-Fact | March 30, 2023 |
EXHIBIT INDEX
TABLE OF CONTENTS
| 21.1 | Subsidiaries of the Registrant (1) |
|---|---|
| 23.1 | Consent of BDO USA, LLP, Independent Registered Public Accounting Firm (1) |
| 24 | Power of Attorney (1) |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) |
| 31.2 | Certification of Controller Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) |
| 32.2 | Certification of Controller Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) |
| 101.INS | Inline XBRL Instance Document (1) |
| --- | --- |
| 101.SCH | Inline XBRL Taxonomy Extension Schema (1) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (1) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (1) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (1) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase (1) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) |
| * | Management compensation plan or arrangement |
| --- | --- |
| P | Indicates a filing submitted in paper |
| (1) | Previously filed with our Original Form 10-K |
| (2) | Filed with this Amendment No. 1 to Annual Report on Form 10-K/A |
ex_495196.htm
Exhibit 10.11
| March 21, 2023 |
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CONFIDENTIAL
Charles Doucot
c/o Psychemedics Corporation
289 Great Road
Acton, MA 01720
Dear Charlie:
This letter sets forth the agreements we have made regarding your employment with Psychemedics Corporation (the “Company”). Definitions not defined in the text below shall have the meanings set forth in Paragraph 14.
| 1. | If at any time after the effective date hereof and prior to May 2, 2026, your employment is terminated by the Company without Cause, or you voluntarily terminate your employment for Good Reason, in either case at the time of or within twelve (12) months following a Change of Control of the Company, then you will continue to be paid monthly for a period of twelve (12) months following the date of such termination.an amount (“Termination Pay”) equal to one-twelfth of the greater of: (I) your annual base salary in effect immediately prior to such termination; or (ii) your annual base salary in effect on August 1, 2020. The Company agrees to continue to make health insurance available to you, under such health insurance plan as the Company has in effect, for so long as you are receiving Termination Pay and so long as you contribute such portion of the premiums for such insurance as is required of employees under such plan. You agree, however, that if you obtain health insurance coverage through another employer while you are eligible to receive health insurance under this Agreement, the Company shall no longer be required to make health insurance available to you under this Agreement. You agree to give the Company at least fourteen (14) days prior written notice of the termination of your employment in the event of your voluntary termination without Good Reason. You shall not be entitled to Termination Pay as a result of termination by reason of your death or Disability following a Change of Control of the Company. |
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| 2. | Notwithstanding any other provision of this Agreement, the Termination Pay contemplated to be paid to you under certain circumstances set forth in this Agreement shall only be paid in consideration of the execution and delivery by you of a release reasonably satisfactory to the Company waiving all claims you, your heirs, or legal representatives have or may have against the Company or any of its shareholders, officers, directors, employees or agents with respect to your employment or the termination thereof, or any other claim. |
| --- | --- |
Charles Doucot
March 21, 2023
Page 2
| 3. | You acknowledge that as the Company’s Executive Vice President, you are in possession of specialized information concerning the total operations, conduct, management, and strategy of the Company, as well as proprietary information concerning the Company’s products and services and that the applicability of your knowledge of these matters is applicable to all geographic areas in which the Company does business. You further acknowledge that the Company has a legitimate business interest in protecting its hair testing business from unfair competition. |
|---|---|
| 4. | In addition to any other confidentiality obligations you may have as an employee of the Company, you shall not, without the prior and express written approval of the Company, either during or subsequent to the term of your employment, disclose or use or enable another to disclose or use any secret, private or confidential information, trade secret or other proprietary knowledge of the Company, or its subsidiaries, divisions, employees or agents. Upon termination of your employment with the Company, you shall deliver to the Company all equipment, records and copies of records, notes, data, memoranda, prototypes, designs, customer lists and other information which is embodied in physical media and documents belonging to the Company which are then in your possession. You agree that all such information and documents shall be the property of the Company and that the obligations set forth in this paragraph shall survive termination of your employment. |
| --- | --- |
| 5. | You agree that in addition to any other covenant not to compete with the Company following termination of your employment to which you may be bound, if you or the Company shall terminate your employment in such a manner as to entitle you to Termination Pay under paragraph 1 above, you shall not, for so long as you are entitled to receive such Termination Pay: |
| --- | --- |
(a) directly or indirectly own, manage, operate or control, or participate in the ownership, management, operation or control of, or become associated in any capacity with any business enterprise, firm, corporation or company related to the field of testing for the detection of drug use, which is in competition with the business of the Company, or directly or indirectly accept employment with or render services on behalf of a competitor of the Company, or any other third party, in any capacity which may reasonably be considered to be useful to the competitor or such other third party to become a competitor, without receiving the Company’s prior written approval; or
Charles Doucot
March 21, 2023
Page 3
(b) induce or attempt to induce any employee, officer, consultant, or agent of the Company to leave the employ thereof or in any way interfere with the relationship between the Company and any employee, officer, consultant, or agent thereof; hire directly or through another entity any person who was an employee of the Company at any time during the six (6) months prior to the date such person is to be so hired; or induce or attempt to induce any customer, client, supplier, licensee, or other business relation of the Company to cease doing business with the Company or in any way interfere with the relationship between any such customer, client, supplier, licensee, or business relation and the Company (including, without limitation, making any negative statements or communications concerning the Company).
| 6. | You agree that your obligations under paragraphs 4 and 5 are special, unique, and extraordinary and that any breach by you of such obligations shall be deemed material, and shall be deemed to cause irreparable injury not properly compensable by damages in an action at law, and the rights and remedies of the Company under paragraphs 4 and 5 may, therefore, be enforced both at law and in equity, by injunction or otherwise. For purposes of paragraphs 4 and 5, the term “Company” shall include any and all subsidiaries or divisions of the Company. |
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| 7. | The 3-year period set forth in paragraph 1 above may be extended only with the mutual written agreement of the parties. |
| --- | --- |
| 8. | If at any time a controversy between you and the Company arises as to the meaning or operation of this Agreement, such controversy shall be submitted to arbitration by either party in Boston, Massachusetts, before an arbitrator to be named by the President of the Boston Branch of the American Arbitration Association, provided however, that the Company shall also have the rights set forth in paragraph 6 above. Such arbitration proceedings shall be conducted in accordance with the rules and procedures then in effect of the American Arbitration Association. The decision of the arbitrator shall be binding upon the parties and judgment on any award made by the arbitrator may be entered in any court having jurisdiction thereof. The costs of the arbitrator shall be borne equally by you and the Company. Each party will bear his or its own legal costs. |
| --- | --- |
| 9. | This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without reference to principles of conflict of laws. |
| --- | --- |
| 10. | This Agreement contains the entire agreement of the parties in respect of this transaction and supersede any prior agreement or understanding relating to your employment by the Company. Without limitation of the foregoing, your change in control severance agreement dated May, 2, 2018, as amended, is hereby terminated and of no further force or effect. No amendment or modification of any provision of this Agreement will be valid unless in writing signed by both parties. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be. |
| --- | --- |
Charles Doucot
March 21, 2023
Page 4
| 11. | This Agreement shall be binding upon and inure to the benefit of: |
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(a) the Company, and any successors or assigns of the Company, whether by way of a merger or consolidation, or liquidation of the Company, or by way of the Company selling all or substantially all of the assets and business of the Company to a successor entity; and, subject to the Company's right to terminate your employment at any time, the Company agrees to require any successor entity to expressly assume or unconditionally guarantee the Company's obligations under this Agreement (unless such obligations are assumed by operation of law); and (b) you and your heirs, executors and administrators.
| 12. | Any notice or other communication required hereunder shall be in writing, shall be deemed to have been given and received when delivered in person, or, if mailed, shall be deemed to have been given when deposited in the United States mail, first class, registered or certified, return receipt requested, with proper postage prepaid, and shall be deemed to have been received on the third business day thereafter, and shall be addressed as follows: |
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If to the Company, addressed to:
Psychemedics Corporation
289 Great Road
Suite 200
Acton, MA 01720
Attn: President
If to you, addressed to:
Charles Doucot
c/o Psychemedics Corporation
289 Great Road
Suite 200
Acton, MA 01720
or such other address as to which any party hereto may have notified the other in writing.
Charles Doucot
March 21, 2023
Page 5
| 13. | Section 409A. |
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(a) 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 Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), following a Change in Control of the Company, 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 would be considered deferred compensation subject to the twenty percent (20%) additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six (6) months and one (1) day after your separation from service, or (ii) your death.
(b) This Agreement is intended to be in compliance with the provisions of Section 409A of 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 shall be read in such a manner so that all payments hereunder comply with said Section. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.
(c) Solely for the purposes of Section 409A of the Code, each installment payment of Termination Pay shall be considered a separate payment.
(d) The Company makes no representation or warranty and shall have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, said Section.
Charles Doucot
March 21, 2023
Page 6
| 14. | Definitions. |
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(a)“ Cause” shall 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 of Directors of the Company 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 (other than by reason of Disability) to carry out reasonable and lawful instructions and directives from the Board of Directors and your failure to cure or correct such refusal or failure within ten (10) days after receiving written notice from the Board of Directors describing such refusal or failure; or (vii) the material breach by you of your obligations under paragraphs 4 or 5 hereof or under any other confidentiality, non-compete, non-solicitation, non-disparagement or similar agreement with the Company.
(b)“ Change in Control of the Company” shall mean
(i) any person or group as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) shall own more than 30% of the then outstanding shares of the outstanding Common Stock of the Company; or
(ii) the consummation of a reorganization, merger or consolidation or sale or disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, in each case following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Common Stock of the Company immediately before the consummation of such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of the transaction owns the Company or all or substantially all of the assets of the Company either directly or indirectly through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Common Stock of the Company; and (B) no person or group (as defined in Section 13(d) of the Exchange Act) of the Company or the corporation resulting from the Business Combination) beneficially owns, directly or indirectly, more than 30% of the then outstanding shares of the common stock of the corporation resulting from the Business Combination or of the combined voting power of the then outstanding voting securities of the corporation; or
Charles Doucot
March 21, 2023
Page 7
(iii) Individuals who, as of the date of this Agreement, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided, however, that any individual's becoming a director after the date of this Agreement whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though the individual were a member of the Incumbent Board, but excluding, for this purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.
(c)“ Disability” shall mean your inability because of physical or mental incapacity to perform your usual duties at the Company for a period of one hundred eighty (180) days in any consecutive twelve (12) month period.
(d)“ Good Reason” shall mean: (i) reduction in your base salary below $298,700 or such higher base salary as is in effect immediately prior to such reduction; or (ii) a material decrease in your duties or responsibilities.
Charles Doucot
March 21, 2023
Page 8
If this letter correctly sets forth our understanding and agreement, please indicate your acceptance by signing both copies of this letter and returning one copy.
| Very truly yours, | |
|---|---|
| PSYCHEMEDICS CORPORATION | |
| By: | /s/ Raymond C. Kubacki |
| Raymond C. Kubacki, President |
Agreed to: March 21, 2023
| /s/ Charles Doucot |
|---|
Charles Doucot
HTML Editor
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Raymond C. Kubacki, certify that:
| 1. | I have reviewed this First Amendment to Annual Report on Form 10-K/A of Psychemedics Corporation (the “registrant”); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| --- | --- |
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
| --- | --- |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| --- | --- |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| --- | --- |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 30, 2023
| By: | /s/ Raymond C. Kubacki |
|---|---|
| Raymond C. Kubacki | |
| President and Chief Executive Officer | |
| (principal executive officer) |
HTML Editor
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, William B. Norris, certify that:
| 1. | I have reviewed this First Amendment to Annual Report on Form 10-K/A of Psychemedics Corporation (the “registrant”); |
|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| --- | --- |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
| --- | --- |
| 4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
| --- | --- |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
| --- | --- |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| --- | --- |
| d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| --- | --- |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| --- | --- |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| --- | --- |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 30, 2023
| By: | /s/ William B. Norris |
|---|---|
| William B. Norris | |
| Controller | |
| (principal financial and accounting officer) |