Psychemedics Corp 10-K for FY2024
Psychemedics Corp (PMDI)
About this 10-K
Psychemedics Corp filed this 10-K on March 24, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $19.69M
- down 10.9% from $22.1M a year earlier
- Net loss
- $1.86M
- compared with a net loss of $4.15M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number Including Area Code: (
Securities registered pursuant to Section 12(b) of the Act: None
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 ☐
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 ☐
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.
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.)
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.
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Large Accelerated Filer ☐ |
Accelerated Filer ☐ |
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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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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
As of June 30, 2024, there were 5,824,036 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, 2024, was $
As of March 24, 2025, there were
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under “Business,” “Risk Factors,” “Legal Proceedings,” “Market for Registrant’s Common Stock and Related Stockholder Matters” and “Management Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K (this “Form 10-K”) constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements made with respect to future earnings, earnings per share, revenues, operating income, cash flows, competitive and strategic initiatives, potential stock repurchases, liquidity needs, cash dividends, future business, growth opportunities, profitability, pricing, new accounts, customer base, market share, test volume, sales volume, sales and marketing strategies, U.S. and foreign drug testing laws and regulations and the enforcement of such laws and regulations, required investments in plant, equipment and people, new test development, and contingencies, including litigation results, and statements about the perceived benefits of the Company’s delisting and deregistration transaction. These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, earnings per share or achievements to be materially different from any future results, levels of activity, growth, performance, earnings per share or achievements expressed or implied by such forward-looking statements.
The forward-looking statements included in this Form 10-K and referred to elsewhere are related to future events or our strategies or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “believe,” “anticipate,” “future,” “potential,” “estimate,” “encourage,” “opportunity,” “growth,” “leader,” “could”, “expect,” “intend,” “plan,” “expand,” “focus,” “through,” “strategy,” “provide,” “offer,” “allow,” “commitment,” “implement,” “result,” “increase,” “establish,” “perform,” “make,” “continue,” “can,” “ongoing,” “include” or the negative of such terms or comparable terminology. All forward-looking statements included in this Form 10-K are based on information available to us as of the filing date of this report, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from the forward-looking statements.
Factors that may cause such differences include but are not limited to: (1) intense competition in the drug testing industry, particularly among companies that test utilizing hair samples; (2) risks associated with the development of markets for new products and services offered; (3) pricing policies; (4) risks associated with capacity expansion; (5) risks associated with U.S. government regulations, including, but not limited to, Food and Drug Administration (the “FDA”) regulations, (6) risks associated with denial, suspension, or revocation of certifications or other licenses for any of our clinical laboratories; (7) our ability to maintain our reputation and brand image; (8) our ability to achieve our business plans, productivity improvements, cost controls, leveraging of our global operating platform, and acceleration of the rate of innovation; (9) information technology system failures and data security breaches; (10) the uncertain global economy; (11) our ability to attract, develop and retain executives and other qualified employees and independent contractors, including distributors; (12) our ability to obtain and protect the intellectual property used by us; (13) litigation risks; (14) changes in economic conditions which affect demand for our products and services; and (15) variables and risks related to the Company’s delisting and deregistration transaction.
Additional important factors that could cause actual results to differ materially from expectations reflected in our forward-looking statements include those described in Item 1A, “Risk Factors.”
Except as otherwise indicated herein or as the context otherwise requires, references in this Annual Report to “Psychemedics,” the "Company," "we," "us," "our" and similar references refer to Psychemedics Corporation and, where appropriate, our consolidated subsidiaries.
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PSYCHEMEDICS CORPORATION |
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FORM 10-K |
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ANNUAL REPORT |
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For the Year Ended December 31, 2024 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions, and Director Independence |
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Available Information
Psychemedics Corporation (together with its wholly-owned subsidiaries, the “Company” or “Psychemedics”) maintains its principal executive office at 5220 Spring Valley Road, Dallas, TX 75254. Our telephone number is (800) 522-7424 and internet address is www.psychemedics.com. You can access, free of charge, on the Investor Information section of our website, our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and all amendments to those reports. Copies are also available, without charge, from Psychemedics Corporation, Attn: Investor Relations, 5220 Spring Valley Road Suite 230, Dallas, TX 75254. Alternatively, reports filed with the SEC may be viewed or obtained at the SEC Public Reference Room in Washington, D.C., or from the SEC at www.sec.gov. We do not intend for information contained in our website to be part of this Annual Report on Form 10-K.
General
Psychemedics Corporation is a Delaware corporation organized on September 24, 1986. All of our physical assets are located within the United States. We provide testing services for the detection of drugs of abuse and other health markers through the analysis of hair samples. Our testing methods utilize a patented technology that digests the hair and releases drugs and substances trapped in the hair without destroying the drugs. This is fundamental to the entire process because the patented method gets virtually 100% of the drug out of the hair. Extracting the drug is an essential prerequisite to measuring it. We then perform a proprietary custom-designed patented enzyme immunoassay (“EIA”) on the liquid supernatant, with confirmation testing by mass spectrometry.
Our primary application of our patented technology is as a testing service that analyzes hair samples for the presence of certain drugs of abuse. Our customized proprietary EIA procedures to drug test hair samples differ from the more commonly used immunoassay procedures employed by other hair testing companies. Our testing results provide quantitative information that can indicate the approximate amount of drug ingested as well as historical data, which can show a pattern of individual drug use over a longer period of time, thereby providing superior detection compared to other types of drug testing. This information is useful to employers for both applicant and employee testing, as well as treatment professionals, law enforcement agencies, school administrators, and parents concerned about their children’s drug use. We provide screening and confirmation by mass spectrometry using industry-accepted practices for cocaine, marijuana, PCP, amphetamines (including ecstasy, eve and Adderall®), opioids (including 6-acetylmorphine (heroin metabolite), morphine, hydrocodone, hydromorphone, oxycodone, oxymorphone and codeine), synthetic cannabinoids (aka K2, Spice, Blaze), benzodiazepines (Xanax®, Valium®, and Ativan®), nicotine, fentanyl and fentanyl analogs, and alcohol.
Hair drug testing services are currently performed at our Culver City, California facility located at 5832 Uplander Way.
As previously disclosed, following a special meeting of our stockholders on November 25, 2024, the Company filed certificates of amendment to our certificate of incorporation and subsequently effected a 1-for-5,000 reverse stock split of our common stock, par value $0.005 per share (the “Reverse Stock Split”), followed immediately by a 5,000-for-1 forward stock split of its common stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Transaction”). In regards to the Transaction, stockholders with fewer than 5,000 shares of Psychemedics common stock held of record immediately before the Transaction became entitled to receive cash payments in lieu of fractional shares equal to $2.35 per pre-Reverse Stock Split share. As a result of the Transaction, 876,238 shares of common stock were exchanged for cash, totaling $2.1 million.
Following the Transaction, the Company filed Form 25 and Forms 15 with the SEC indicating our intent to delist and deregister our stock. Following the filing of this Annual Report on Form 10-K for the year ended December 31, 2024, therefore, the Company will cease to file annual, quarterly, current, and other reports and documents with the SEC and stockholders will cease to receive annual reports and proxy statements.
Background on Drug Testing with Hair
When certain chemical substances enter the bloodstream, the blood carries these substances to the hair where they become “entrapped” in the protein matrix in amounts approximately proportional to the amount ingested. We utilize a patented drug extraction method followed by a unique patented EIA procedure to identify drugs in the hair. The patented drug extraction method effectively releases drugs from the hair without destroying the drugs, getting virtually 100% of the drug out of the hair. The patented method can be used with a broad range of immunoassay screen techniques.
The immunoassays we use have been patented under the name “Solid Phase Multi-Analyte Assay.” The immunoassays produced by our research and development team were uniquely designed specifically to meet and even exceed the standards of radioimmunoassay (“RIAH”), the original testing method created and utilized by us prior to 2013. Because Psychemedics is the only hair testing laboratory that manufactures our own screening assays, we have full control over all aspects of our technology, and that advantage facilitated our creation of our EIA assays with equivalence to our own previously FDA-cleared radioimmunoassays.
The EIA screened positive results are then confirmed by mass spectrometry. Depending upon the length of hair, we are able to provide historical information on drug use by the person from whom the sample was obtained. Because head hair grows approximately 1.3 centimeters per month, a 3.9-centimeter head hair sample can reflect drug ingestion over the approximate three months prior to the collection of the sample. Another option is sectional analysis of the head hair sample, in which the hair is sectioned into lengths which approximately correspond to certain time periods, thereby providing information on patterns of drug use.
Validation of Our Proprietary Testing Methods
The process of analyzing human hair for the presence of drugs has been the subject of numerous peer-reviewed, scientific field studies. Many of the studies have been funded by the National Institute of Justice or the National Institute on Drug Abuse (“NIDA”). Several hundred research articles written by independent researchers have been published supporting the general validity and usefulness of hair analysis.
Some of our customers have also completed their own testing to validate our hair test results compared to other companies’ urine test results. These studies consistently confirmed our superior detection rate compared to urinalysis testing. When results from our hair testing methods were compared to urine results in side-by-side evaluations, 5 to 10 times as many drug abusers were accurately identified by our proprietary methods.
In 1998, the National Institute of Justice, utilizing Psychemedics’ previously utilized RIAH hair testing assay, completed a Pennsylvania Prison study where hair analysis revealed an average prison drug use level of approximately 7.9% in 1996. Comparatively, urinalysis revealed virtually no positives. After measures to curtail drug use were instituted (drug-sniffing dogs, searches and scanners), the usage level fell to approximately 2% according to the results of hair analysis in 1998. Again, the urine tests showed virtually no positives. The study illustrates the usefulness of hair analysis to monitor populations and the weakness of urinalysis.
We have received 510k clearance from the FDA on nine EIA assays used to test head and body hair for drugs of abuse.
Our decontamination wash protocol and the effects in eliminating surface contamination were analyzed in a study conducted by scientists at the Laboratory of the Federal Bureau of Investigation (the “FBI”) and published in August 2014 in the Journal of Analytical Toxicology. The FBI concluded that the use of an extended wash protocol of the type used by we will exclude false positive results from environmental contact with cocaine. In the study, the FBI cited Psychemedics’ studies published in 1993, 2002, 2004, and 2005, and named our former Vice President of Laboratory Operations, and our laboratory, in our acknowledgments. The FBI study also supported the use of metabolites known as hydroxycocaines as evidence of ingestion. These metabolites were first identified in hair by Psychemedics.
Advantages of Using Our Patented Method
We assert that hair testing using our patented method confers substantive advantages over detection through urinalysis. Although urinalysis testing can provide accurate drug use information, the scope of the information is short-term and is generally limited to the type of drug ingested within a few days of the test. Studies published in many scientific publications have indicated that most drugs disappear from urine within a few days.
In contrast to urinalysis testing, hair testing using our patented method can provide long-term historical drug use information resulting in a significantly wider window of detection. This window may be several months or longer depending on the length of the hair sample. Our standard test offering, however, uses a 3.9-centimeter length head hair sample cut close to the scalp, which measures use for approximately three months prior to collection of the sample.
This wider window enhances the detection efficiency of hair analysis, making it particularly useful in pre-employment and random testing. Hair testing not only identifies more drug users, but it may also uncover patterns and severity of drug use (information most helpful in determining the scope of an individual’s involvement with drugs), while serving as a deterrent against drug use. Hair testing employing our patented method greatly reduces the incidence of “false negatives” associated with evasive measures typically encountered with urinalysis testing. For example, urinalysis test results are adversely impacted by excessive fluid intake prior to testing and by adulteration or substitution of the urine sample. Moreover, a drug user who abstains from use for a few days prior to urinalysis testing can usually escape detection. Hair testing is effectively free of these problems, as it cannot be thwarted by evasive measures typically encountered with urinalysis testing. Hair testing is also attractive to customers since sample collection is typically performed under close supervision yet is less intrusive and less embarrassing for test subjects.
Hair testing using our patented method, along with mass spectrometry confirmation, further reduces the prospects of error in conducting drug detection tests. Urinalysis testing is more susceptible to problems such as “evidentiary false positives” resulting from passive drug exposure or poppy seeds. To combat this problem, in federally mandated testing, the opiate cutoff levels for urine testing were raised 667% (from 300 to 2,000 ng/ml) on December 1, 1998, and testing for the presence of a heroin metabolite, 6-MAM, was required. These requirements, however, effectively reduced the detection time frame for confirmed heroin use, such that 6-MAM in urine can typically only be detected for several hours post drug use. In contrast, the metabolite 6-MAM is stable in hair and can be detected for months.
In the event a positive urinalysis test result is challenged, a test on a newly collected urine sample is not a viable remedy. Unless the forewarned individual continues to use drugs prior to the date of the newly collected sample, a re-test may yield a negative result when using urinalysis testing because of temporary abstinence. In contrast, when our hair testing method is offered on a repeat hair sample, the individual suspected of drug use cannot as easily affect the results because historical drug use data remains locked in the hair fiber.
When compared to other hair testing methods, not only are our assays cleared by the FDA for head and body hair, the assays also employ a unique patented method of digesting hair that we believe allows for the most efficient release of drugs from the hair without destroying the drugs. Our method of releasing drugs from hair is a key advantage and results in superior detection rates.
Disadvantages of Hair Testing
There are some disadvantages of hair testing as compared to drug detection through urinalysis. Because hair starts growing below the skin surface, drug ingestion evidence does not appear in hair above the scalp until approximately five to seven days after use. Thus, hair testing is not suitable for determining drug presence in “for cause” testing as is done in connection with an accident investigation. It does, however, provide a drug history which can complement urinalysis information in “for cause” testing.
Our prices for our tests are generally slightly higher than prices for tests using urinalysis, but we believe our superior detection rates provide more value to the customer. This higher pricing policy could, however, adversely affect growth of our revenues.
Hair Alcohol Testing
In 2013, we launched a test for alcohol using hair. This test measures average alcohol consumption over a period of approximately three months, indicates the approximate level of alcohol use during that time period, and can provide a behavioral indication of excessive use. The test measures the amount of ethyl glucuronide (EtG) in the hair – a trace metabolite of ethanol and a direct alcohol biomarker.
Intellectual Property
Certain aspects of the hair analysis method we currently use are covered by US and foreign patents we own. We have been granted a total of twelve US patents, including a patent issued to us in 2011 that focuses on digesting hair and releasing drugs trapped in the hair without destroying the drugs. This patent can be used with a broad range of immunoassay screen techniques, mass spectrometry methods, and chromatographic procedures. In 2012, we received an additional US patent that extended the range of the hair digest patent received in 2011. Two US patents related to integrity testing of hair samples were issued in 2015 and 2016. In 2019, US Patent was issued covering our Solid Phase Multi-Analyte Assay used in all our FDA cleared EIA submissions, and additional patent applications are currently pending in the U.S. and internationally.
We also rely on trade secrets to protect certain aspects of our proprietary technology. Our ability to protect the confidentiality of our trade secrets is dependent upon our internal safeguards and upon the laws protecting trade secrets and unfair competition.
In the event that patent protection or protection under the laws of trade secrets is not sufficient and our competitors succeed in duplicating our products, our business could be materially adversely affected.
Target Markets
Workplace
We focus our primary marketing efforts on the domestic private sector, with particular emphasis on job applicants and employee testing.
Drug testing is a widely used practice among businesses to screen job applicants and employees. Industry research indicated that HR professionals view drug testing as an effective tool for identifying substance use and maintaining workplace safety.
The prevalence of drug screening programs highlights the concern about the impact of drug use on employee health and company costs. According to a report by the Substance Abuse and Mental Health Services Administration (SAMHSA), substance abuse in the workplace can lead to various problems, including absenteeism, reduced productivity, accidents, and injuries.
The financial implications of substance abuse for American businesses are significant. A study published by the National Safety Council estimated that substance abuse costs businesses in the United States more than $80 billion annually in lost productivity and healthcare expenses.
The principal criticism of employee drug testing programs centers on the effectiveness of the testing program. Most private sector testing programs use urinalysis. Such programs are susceptible to evasive maneuvers and the inability to obtain confirmation through repeat samples in the event of a challenged result. An industry has developed over the Internet, and through direct mail, marketing a wide variety of adulterants, dilutants, clean urine and devices to assist drug users in falsifying urine test results.
Moreover, scheduled tests such as pre-employment testing and some random testing programs provide an opportunity for many drug users to simply abstain for a few days in order to escape detection by urinalysis.
We present our patented hair analysis method to potential clients as a better technology well suited to employer needs. Field studies and actual client results support the accuracy and superior effectiveness of our patented technology and our ability to detect varying levels of drug use.
We perform a confirmation test of all screened positive results through mass spectrometry. The use of mass spectrometry is an industry accepted practice used to confirm a positive test result from the screening process. We offer our clients an expanded drug screen with mass spectrometry confirmation of cocaine, PCP, marijuana, amphetamines, alcohol, opiates, synthetic cannabinoids and benzodiazepines.
Schools
We presently serve hundreds of schools throughout the United States and in several foreign countries. We offer our school clients the same five-drug screen with mass spectrometry confirmation that is used with our workplace testing service.
Parents
We also offer a personal drug testing service, known as “PDT-90”®, for parents concerned about drug use by their children. It allows parents to collect a small sample of hair from their child in the privacy of the home, send it directly to our laboratory and have it tested for drugs of abuse by us. The PDT-90 testing service uses the same patented method that is used with our workplace testing services.
Geographic Scope
Revenues outside the United States were 5% and 4%, of consolidated revenues for years ended 2024 and 2023, respectively.
Distribution
We market our corporate drug testing services through our own sales force, partners, and distributors. We market our home drug testing service, PDT-90®, direct-to-consumer through the Internet.
Significant Customers and Concentration of Credit Risk
We had no customers that represented 10% or more of total revenue for the years ended December 31, 2024 and 2023, respectively. We had two customers that represented 15% and 12% as of December 31, 2024, and two customers that represented 13% and 11% of the total accounts receivable balance as of December 31, 2023, respectively.
We maintain our cash in a bank account at one of the largest financial institutions in the U.S. The individual balance, at times, may exceed federally insured limits. These deposits may be redeemed upon demand, and we believe that the financial institution that holds our cash is financially sound and, accordingly, minimal credit risk exists with respect to cash.
Competition
We compete directly with numerous commercial laboratories that test for drugs primarily through urinalysis testing. Most of these laboratories, such as Quest Diagnostics, have substantially greater financial resources, market identity, drug testing market share, marketing organizations, facilities, and more personnel than we do. Nevertheless, we have developed a strong base of corporate customers and believe that future success with new business customers is dependent on our ability to communicate the advantages of implementing a drug program utilizing our patented hair analysis method.
Our ability to compete is also a function of pricing. Our prices for our tests are generally slightly higher than prices for tests using urinalysis. However, we believe that our superior detection rates, coupled with the customer’s ability to test less frequently due to hair testing’s wider window of detection (three months versus approximately three days with urinalysis), provide more value to the customer. This pricing policy could, however, lead to slower volume growth for us.
We also compete with other hair testing laboratories. We distinguish ourselves from hair testing competitors by emphasizing the superior results we obtain through use of our unique patented extraction method in combination with our FDA cleared immunoassay screen.
Government Regulation
We are licensed as a clinical laboratory by the State of California as well as certain other states. All tests are performed according to the laboratory standards established by the Department of Health and Human Services, through the Clinical Laboratories Improvement Amendments, and various state licensing statutes.
A substantial number of states regulate drug testing. The scope and nature of such regulations varies greatly from state to state and is subject to change from time to time. We address state law issues on an ongoing basis.
The Federal Food, Drug and Cosmetic Act, as amended, requires companies engaged in the business of testing for drugs of abuse using a test (screening assay) not previously recognized by the FDA to submit their assay to the FDA for recognition prior to marketing. In addition, the laboratory performing the tests is required to be certified by a recognized agency. In 2002, we received 510k clearance to market all five of our assays utilizing RIAH technology.
In 2008, we received the first College of American Pathologists certification specifically including hair testing.
In 2011, we received ISO/IEC 17025 International Accreditation for a broad spectrum of laboratory testing including drugs of abuse and forensics in hair and urine specimens. ISO/IEC 17025 accreditation provides formal recognition to laboratories that demonstrate technical competency and maintains this recognition through periodic evaluations to ensure continued compliance.
In 2012, we received 510k clearance from the FDA to market five of our assays utilizing our custom developed EIA technology.
In 2013, we received 510k clearance from the FDA to market two additional assays utilizing our custom developed EIA technology.
In 2016, we received accreditation from the Standards Council of Canada as an accredited testing laboratory.
In 2017, we received 510k clearance from the FDA to market one additional assay utilizing our custom developed EIA technology.
In 2019, we received 510k clearance from the FDA to market one additional assay utilizing our custom developed EIA technology.
In 2020, we received 510k clearance from the FDA to market one additional assay utilizing our custom developed EIA technology.
In 2021, we received 510k clearance from the FDA to market four additional assays utilizing our custom developed HEIA technology.
In 2022, we received 510k clearance from the FDA to market one additional assay utilizing our custom developed HEIA technology.
In 2023, we completed the addition of fentanyl analogs to our confirmation process and the addition of Delta-8 cTHC to our confirmation process.
In 2024, we completed the addition of a custom developed ketamine EIA, along with the addition of ketamine to our confirmation process. We also completed the addition of R, S-Ketamine analysis to our confirmation process. In addition, we prepared three manuscripts for publication in the premier peer-reviewed journal in forensic toxicology, all of which were fully accepted for publication.
Research and Development
We are continuously engaged in research and development activities. During the years ended December 31, 2024 and 2023, we expended $749 thousand and $1.1 million, respectively, for research and development. We continue to perform research activities to develop new products and services and to improve existing products and services utilizing our proprietary technology. We also continue to evaluate methodologies to enhance our drug screening capabilities. Additional research using our proprietary technology is being conducted by outside research organizations through government-funded studies.
Employees
As of December 31, 2024, we employed 101 employees, three of whom were in R&D. None of our employees is subject to a collective bargaining agreement and we believe that overall relations with employees are good.
In addition to other information contained in this Form 10-K, the following risk factors should be carefully considered in evaluating Psychemedics Corporation and our business because such factors could have a significant impact on our business, operating results, and financial condition. Additional risks not presently known to us, or that we presently deem immaterial, may also negatively impact us. These risk factors could cause actual results to differ materially from those projected in any forward-looking statements.
Risks Related to Our Business and Operations
Companies may develop products that compete with our products and some of these companies may be larger and better capitalized than we are.
Many of our competitors and potential competitors are larger and have greater financial resources than we do and offer a range of products broader than our products. Some of the companies with which we now compete or may compete in the future may develop more extensive research and marketing capabilities and greater technical and personnel resources than we do and may become better positioned to compete in an evolving industry. Inability to compete successfully could harm our business and prospects.
Increased competition, including price competition, could have a material impact on our net revenues and profitability.
Our business is intensely competitive, both in terms of price and service. Pricing of drug testing services is a significant factor often considered by customers in selecting a drug testing laboratory. Larger clinical laboratory providers can increase cost efficiencies afforded by large-scale automated testing. This results in greater price competition. We may be unable to increase cost efficiencies sufficiently, if at all, and as a result, our net earnings and operating cash flows could be negatively impacted by such price competition. We may also face increased competition from companies that do not comply with existing laws or regulations or otherwise disregard compliance standards in the industry. Additional competition, including price competition, could have a material adverse impact on our net revenues and profitability.
Inflationary pressures on the costs of shipping, direct materials, supplies, and personnel expenses could have a material impact on our gross profit and profitability.
Inflationary pressures have resulted in increases in the costs of shipping charges, supplies, and other services that we purchase from vendors, suppliers, and others. Inflationary pressures, along with the competition for labor, have also resulted in an increase in our labor costs, which include the costs of compensation, benefits, and other employee-related expenses. Continuation of the current inflationary environment may adversely impact us.
Our results of operations are subject in part to variation in our customers’ hiring practices and other factors beyond our control.
Our results of operations have been and may continue to be subject to variation in our customers’ hiring practices and job creation, which in turn is dependent, to a large extent, on the general condition of the economy, especially within our major market segments. Results for a particular quarter may vary due to several factors, including but not limited to:
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economic conditions in our markets in general; |
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economic and labor scarcity conditions affecting our customers and their particular industries; |
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the introduction of new products and product enhancements by us or our competitors; and |
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pricing and other competitive conditions. |
A failure to obtain and retain new customers, or a loss of existing customers, or a reduction in tests ordered, could impact our ability to successfully grow our business.
Our revenues in fiscal 2024 decreased compared to our revenues in fiscal year 2023. It is uncertain whether we can identify, win, and retain new customers sufficient to resume revenue growth. A reduction in tests ordered, without offsetting growth in our customer base, could impact our ability to successfully grow our business and could have a material adverse impact on our net revenues and profitability. We compete primarily based on the quality of testing, timeliness of results, reputation in the industry, the pricing of services and ability to employ qualified personnel. Our failure to successfully compete on any of these factors could result in the loss of customers and a reduction in our ability to expand our customer base.
Our business could be harmed if we are unable to protect our technology.
We rely primarily on a combination of trade secrets, patents and trademark laws and confidentiality procedures to protect our technology. Despite these precautions, unauthorized third parties may infringe or copy portions of our technology. In addition, because patent applications in the United States are not publicly disclosed until either: (1) 18 months after the application filing date or (2) the publication date of an issued patent wherein applicant(s) seek only US patent protection, applications not yet disclosed may have been filed which relate to our technology. Moreover, there is a risk that foreign intellectual property laws will not protect our intellectual property rights to the same extent as United States intellectual property laws. In the absence of the foregoing protections, we may be vulnerable to competitors who attempt to copy our products, processes or technology.
Our business could be affected by IT system failures or cybersecurity breaches.
A computer or IT system failure could affect our ability to perform tests, report test results or properly bill customers for services performed. Failures could occur as a result of the standardization of our IT systems and other system conversions, telecommunications failures, malicious human acts (such as electronic break-ins or computer viruses) or natural disasters. Sustained system failures or interruption of our systems in one or more of its operations could disrupt our ability to process and provide test results in a timely manner and/or bill the appropriate party. Failure of our information systems could adversely affect our business, profitability and financial condition.
Our technologies, systems and networks may be subject to cybersecurity breaches. Although we have experienced occasional, actual or attempted breaches of our cybersecurity, none of these breaches has had a material effect on our business, operations or reputation. If our systems for protecting against cybersecurity risks prove to be insufficient, we could be adversely affected by having our business systems compromised, our proprietary information altered, lost or stolen, or our business operations disrupted. As cyber-attacks continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information systems and related infrastructure security vulnerabilities.
In addition, certain third parties to whom we outsource our services and functions, or with whom we interface, store our confidential patient data or other confidential information are also subject to the same IT risks. A breach or attack affecting these outsourced third parties could negatively impact our business.
Failure to maintain confidential information could result in a significant financial impact.
We maintain confidential information regarding the results of drug tests and other information including credit card and payment information from our customers. The failure to protect this information could result in lawsuits, fines or penalties. Any loss of data or breach of confidentiality, such as a computer security breach, could expose us to financial liability.
Adverse results in material litigation could have an adverse financial impact and an adverse impact on our client base and reputation.
We are or may in the future become subject to a variety of litigation and legal proceedings relating to, among other things: corporate matters; commercial matters; financial and securities regulations; and employment matters. These proceedings may result in substantial monetary damages. Results of legal and regulatory proceedings cannot be predicted with certainty and for some matters, such as class actions, no insurance is cost-effectively available. Regardless of merit, legal and regulatory proceedings may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. We estimate loss contingencies and establish accruals as required by generally accepted accounting principles, based on our assessment of contingencies where liability is deemed probable and reasonably estimable, in light of the facts and circumstances known to us at a particular point in time.
We have been, and could be further subject to, governmental investigations or actions by other third parties.
We are subject to various federal and state laws, including employment laws and regulations, violations of which can involve civil or criminal sanctions. Responding to governmental investigations or other actions may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations.
Our future success will depend on the continued service of our key employees.
Our people are a critical resource. The loss of any of our key personnel could harm our business. We may not be able to attract and retain the personnel necessary for the development of our business.
There is a risk that our insurance will not be sufficient to protect us from errors and omissions liability or other claims, or that in the future errors and omissions insurance will not be available to us at a reasonable cost, if at all.
Our business involves the risk of claims of errors and omissions and other claims inherent to our business. We maintain errors and omissions and general liability insurance subject to deductibles and exclusions. There is a risk that our insurance will not be sufficient to protect us from all such possible claims. An under-insured or uninsured claim could harm our operating results or financial condition.
Our research and development capabilities may not produce viable new services or products.
In order to remain competitive, we need to continually improve our products, develop new technologies to replace older technologies that have either become obsolete or for which patent protection has expired. It is uncertain whether we will continually be able to develop services that are more efficient, effective or that are suitable for our customers. Our ability to create viable products or services depends on many factors, including the implementation of appropriate technologies, the development of effective new research tools, the complexity of the chemistry and biology, the lack of predictability in the scientific process and the performance and decision-making capabilities of our scientists. There is no guarantee that our research and development teams will be successful in developing improvements to our technology.
Improved testing technologies, or our customers using new technologies to perform their own tests, could adversely affect our business.
Advances in technology may lead to the development of more cost-effective technologies that can be operated by third parties or customers themselves in their own offices, without requiring the services of a freestanding laboratory. Development of such technology and its use by our customers could reduce the demand for our testing services and negatively impact our revenues.
We may not be able to recruit and retain the experienced scientists and management we need to compete in our industry.
Our future success depends upon our ability to attract, retain and motivate highly skilled scientists and management. Our ability to achieve our business strategies depends on our ability to hire and retain high caliber scientists and other qualified experts. We compete with other testing companies, research companies and academic and research institutions to recruit personnel and face significant competition for qualified personnel. We may incur greater costs than anticipated, or may not be successful, in attracting new scientists or management or in retaining or motivating our existing personnel.
Our future success also depends on the personal efforts and abilities of the principal members of our senior management to provide strategic direction, to manage our operations and maintain a cohesive and stable environment.
Our facilities and practices may fail to comply with government regulations.
Our testing facilities and processes must be operated in conformity with current government regulations. These requirements include, among other things, quality control, quality assurance and the maintenance of records and documentation. If we fail to comply with these requirements, we may not be able to continue our services to certain customers, or we could be subject to fines and penalties, suspension of production, or withdrawal of our certifications. We operate a facility that we believe conforms to all applicable requirements. This facility and our testing practices are subject to periodic regulatory inspections to ensure compliance.
Our business could be harmed from the loss or suspension of any licenses.
The forensic laboratory testing industry is subject to significant regulation and many of these statutes and regulations are subject to change. We cannot assure that applicable statutes and regulations will not be interpreted or applied by a regulatory authority in a manner that would adversely affect our business. Potential sanctions for violation of these regulations could include the suspension or loss of various licenses, certificates and authorizations, which could have a material adverse effect on our business. In addition, potential delays in renewals of licenses could also harm us.
If our use of chemical and hazardous materials violates applicable laws or regulations or causes personal injury, we may be liable for damages.
Our drug testing activities, including the analysis and synthesis of chemicals, involve the controlled use of chemicals, including flammable, combustible, and toxic materials that are potentially hazardous. Our use, storage, handling, and disposal of these materials are subject to federal, state and local laws and regulations, including the Resource Conservation and Recovery Act, the Occupational Safety and Health Act and local fire codes, and regulations promulgated by the Department of Transportation, the Drug Enforcement Agency, the Department of Energy, and the California Department of Public Health and Environment. We may incur significant costs to comply with these laws and regulations in the future. In addition, we cannot completely eliminate the risk of accidental contamination or injury from these materials, which could result in material unanticipated expenses, such as substantial fines or penalties, remediation costs or damages, or the loss of a permit or other authorization to operate or engage in our business. Those expenses could exceed our net worth and limit our ability to raise additional capital.
Our operations could be interrupted by damage to our laboratory facilities.
Our operations are dependent upon the continued use of our laboratories and equipment in Culver City, California. Catastrophic events, including earthquakes, fires, or explosions, could damage our laboratories, equipment, scientific data, work in progress or inventories of chemicals and may materially interrupt our business. We employ safety precautions in our laboratory activities in order to reduce the likelihood of the occurrence of certain catastrophic events; however, we cannot eliminate the chance that such events will occur. Rebuilding our facilities could be time-consuming and result in substantial delays in fulfilling our agreements with our customers. We maintain business interruption insurance to cover continuing expenses and lost revenue caused by such occurrences. However, this insurance does not compensate us for the loss of opportunity and potential harm to customer relations that our inability to meet our customers’ needs in a timely manner could create.
Agreements we have with our employees, consultants and customers may not provide adequate protection for our trade secrets, confidential information and other proprietary information.
In addition to patent protection, we also rely on copyright and trademark protection, trade secrets, know-how, continuing technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of our trade secrets and proprietary information, we require our employees, consultants and advisors to execute confidentiality and proprietary information agreements. However, these agreements may not provide us with adequate protection against improper use or disclosure of confidential information and there may not be adequate remedies in the event of unauthorized use or disclosure. Furthermore, we may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities we conduct. In some situations, our confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants or advisors have prior employment or consulting relationships. Although we require our employees and consultants to maintain the confidentiality of all proprietary information of their previous employers, these individuals, or we, may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. Finally, others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets. Our failure or inability to protect our proprietary information and techniques may inhibit or limit our ability to compete effectively or exclude certain competitors from the market.
International trade policies may impact demand for our products and our competitive position.
Government policies on international trade and investment such as import quotas, capital controls or tariffs, whether adopted by individual governments or addressed by regional trade blocs, can affect the demand for our services, impact the competitive position of our products or prevent us from being able to sell products in certain countries. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs or new barriers to entry, could negatively impact our business, results of operations and financial condition. For example, a government’s adoption of “buy national” policies or retaliation by another government against such policies could have a negative impact on our results of operations.
Global operations are subject to extensive trade and anti-corruption laws and regulations.
The U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence foreign government officials for the purpose of obtaining or retaining business or obtaining an unfair advantage. Recent years have seen a substantial increase in the global enforcement of anti-corruption laws. Our operations outside the United States could increase the risk of such violations. Violations of anti-corruption laws or regulations by our employees or by intermediaries acting on our behalf may result in severe criminal or civil sanctions, could disrupt our business, and result in an adverse effect on our business and results of operations or financial condition.
Our approach to environmental, social, and governance (ESG) matters may not satisfy all our stakeholders.
We assess opportunities and risks related to environmental, social and governance (ESG) matters. As part of this process, we may make decisions related to ESG matters and may set goals and targets related to ESG matters. We have a broad range of stakeholders, including our stockholders, employees, schools, and communities we serve, some of whom increasingly focus on ESG matters. Certain stakeholders may not be satisfied with our decisions related to ESG matters, the goals we set regarding ESG matters, our progress towards these goals or the resulting outcomes. This could lead to negative perceptions of, or loss of support for our business, difficulty recruiting or attracting new employees and our stock price being negatively impacted.
Risks Related to Our Stock
Our quarterly operating results could fluctuate significantly, which could cause our stock price to decline.
Our quarterly operating results have fluctuated in the past and are likely to fluctuate in the future. Our results are impacted by the extent to which we can gain new customers, competitive pricing, and on the hiring practices of our existing customers, including seasonality. Demand for drug testing can be impacted by changes in government requirements regarding testing for drugs of abuse, delays in implementation of such requirements, as well as general economic conditions. Entering into new customer contracts can involve a long lead time. Accordingly, negotiation can be lengthy and is subject to a number of significant risks, including customers’ budgetary constraints and internal reviews. Due to these and other market factors, our operating results could fluctuate significantly from quarter to quarter. In addition, we may experience significant fluctuations in quarterly operating results due to factors such as general and industry-specific economic conditions that may affect the budgets and the hiring practices of our customers.
Due to the possibility of fluctuations in our revenue and expenses, we believe that quarter-to-quarter comparisons of our operating results are not necessarily a good indication of our future performance. Our operating results in some quarters may not meet the expectations of stock market analysts and investors. If we do not meet analysts’ or investors’ expectations, our stock price could decline.
Our stock price could experience substantial volatility.
The market price of our common stock has historically experienced and may continue to experience extensive volatility. Our quarterly operating results, the success or failure of future development efforts, changes in general conditions in the economy or the financial markets and other developments affecting our customers, our distributors, our competitors or us could cause the market price of our common stock to fluctuate substantially. This volatility may adversely affect the price of our common stock. In the past, securities class action litigation has often been instituted following periods of volatility in the market price of a company’s securities. A securities class action suit against us could result in potential liabilities, substantial costs and the diversion of management’s attention and resources, regardless of whether we win or lose.
We have undertaken actions to effect a “going dark” transaction, including delisting our common stock from trading on The Nasdaq Stock Market LLC (“Nasdaq”), terminating the registration of our common stock under Sections 12(b) and 12(g) of the Exchange Act and suspending our reporting obligations under Section 15(d) of the Exchange Act.
On December 3, 2024, our Board approved the voluntary delisting of our common stock from trading on Nasdaq and the deregistration of our common stock under Section 12(b) of the Exchange Act by filing Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act) with the SEC. We filed Form 25 on December 5, 2024, and our common stock was delisted from trading on Nasdaq effective as of the close of business on December 12, 2024. On December 20, 2024, we filed Form 15 with the SEC, certifying that we had fewer than 300 shareholders of record, in order to terminate the registration of our common stock under Section 12(g) of the Exchange Act and suspend our reporting obligations under Section 15(d) of the Exchange Act. These actions have the following effects:
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Except for filing this Form 10-K, we have ceased filing annual, quarterly, current, and other reports and documents with the SEC, and our shareholders will have significantly less information about us and our business, operations, and financial performance than they previously had. While we currently intend to make financial information available to our shareholders on a voluntary basis, there is no assurance that we will continue to do so in the future. We will continue to hold shareholder meetings as required under Delaware law, including annual meetings, or take actions by written consent of our shareholders in lieu of meetings as permitted under and in conformity with applicable Delaware law, but we will no longer have to comply with proxy solicitation rules and related disclosure requirements under the Exchange Act. |
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We are no longer listed on Nasdaq, which may have an adverse effect on the liquidity of our common stock. Effective December 13, 2024, our common stock qualified to trade on the OTC Pink Market (the “OTC”). Any trading in our common stock will only occur in privately negotiated sales and on the OTC, but only if one or more brokers choose to make a market for our common stock on the OTC and comply with applicable regulatory requirements. This may adversely affect the liquidity of our common stock, result in a significantly increased spread between the bid and asked prices of our common stock, and there is no guarantee that a broker will continue to make a market in our common stock or that trading of our common stock will continue on the OTC or otherwise. Additionally, the overall price of our stock may be significantly reduced due to the potential that investors may view the investment as inherently riskier given the fact that publicly available information about us will be significantly more limited, as well as due to possible limited liquidity of our common stock. |
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We will no longer be subject to the reporting requirements under the Exchange Act or other requirements applicable to a public company, including requirements under the Sarbanes-Oxley Act and the listing standards of any national securities exchange. |
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Our executive officers, directors, and 10% shareholders will no longer be required to file reports relating to their transactions in our common stock with the SEC. In addition, our executive officers, directors, and 10% shareholders will no longer be subject to the recovery of profits provision of the Exchange Act, and persons acquiring 5% of our common stock will no longer be required to report their beneficial ownership under the Exchange Act. |
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We will have no ability to access the public capital markets or to use public securities in attracting and retaining executives and other employees, and we will have a decreased ability to use stock to acquire other companies. |
Item 1B. Unresolved Staff Comments
Not applicable.
Our business depends on the availability, reliability, and security of our information systems, networks, data, and intellectual property. Any disruption, compromise, or breach of our systems or data due to a cybersecurity attack or incident, such as a data breach, ransomware, malware, phishing, or other form of cybercrime, could adversely affect our operations, customer service, product development, and competitive position. Such incidents may also result in a breach of our contractual obligations or legal duties to protect the privacy and confidentiality of our stakeholders. They could expose us to business interruption, lost revenue, ransom payments, remediation costs, liabilities to affected parties, cybersecurity protection costs, lost assets, litigation, regulatory scrutiny and actions, reputational harm, customer dissatisfaction, harm to our vendor relationships, or loss of market share.
We maintain our corporate office at 5220 Spring Valley Road, Dallas, TX 75254; the office consists of two thousand square feet and is leased through March 2025.
We lease one facility for laboratory testing, customer care, and information technology purposes in Culver City, California. The facility is fourteen thousand square feet of space with an additional ten thousand square feet of storage space. This facility is leased through December 2026.
We lease one other office in Las Vegas, Nevada, with a lease through April 2025.
Information pertaining to legal proceedings can be found in Item 8. Financial Statements and Supplementary Data Note 9 - “Commitments and Contingencies” to the Consolidated Financial Statements included in this Annual Report.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Until December 12, 2024, The Company’s common stock was traded on the NASDAQ Stock Market under the symbol “PMD”. On December 3, 2024, our Board approved the voluntary delisting of our common stock from trading on Nasdaq and the deregistration of our common stock under Section 12(b) of the Exchange Act by filing Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act) with the SEC. Effective December 13, 2024, our common stock commenced trading on the OTC Market under symbol “PMDI”.
As of March 24, 2025, there were 66record holders of the Company’s common stock. We determined the number of record owners from the Company’s stockholder records maintained by our transfer agent. These records do not include beneficial owners of the Company’s common stock whose shares are held in the names of various security holders, dealers and clearing agencies. We believe that the number of beneficial owners of the Company’s common stock held by others as or in nominee names does not exceed 300.
The following table sets forth for the periods indicated the range of prices for the Company’s common stock as reported by the NASDAQ Stock Market, the OTC Market, and cash dividends declared by the Company.
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High |
Low |
Dividends |
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Fiscal 2024: |
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First Quarter |
$ | 3.95 | $ | 2.86 | $ | - | ||||||
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Second Quarter |
2.94 | 2.24 | - | |||||||||
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Third Quarter |
2.51 | 1.64 | - | |||||||||
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Fourth Quarter |
3.25 | 1.11 | - | |||||||||
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Fiscal 2023: |
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First Quarter |
$ | 6.75 | $ | 4.87 | $ | 0.07 | ||||||
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Second Quarter |
5.63 | 4.51 | 0.07 | |||||||||
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Third Quarter |
5.15 | 3.51 | - | |||||||||
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Fourth Quarter |
3.97 | 2.06 | - | |||||||||
Issuer Purchases of Equity Securities
As part of the Transaction described above, stockholders with fewer than 5,000 shares of Psychemedics common stock held of record immediately before the Transaction became entitled to receive cash payments in lieu of fractional shares equal to $2.35 per pre-Reverse Stock Split share. As a result of the Transaction: (i) 876,238 shares of common stock were exchanged for cash, totaling $2.1 million and (ii) we repurchased 320,708 common shares from 3K Limited Partnership, a Delaware limited partnership (“3K”), an entity controlled by Peter H. Kamin, a director of the Company, at a price of $2.35 per share as part of a true-up related to the Transaction. Other than this repurchase, we did not repurchase any additional common shares for treasury.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with the more detailed business information and financial statements and related notes that appear elsewhere in this annual report on Form 10-K. This annual report may contain certain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties. Actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in Item 1A — Risk Factors.
Overview
Psychemedics Corporation is the world’s leading provider in hair testing for drugs of abuse, utilizing a patented hair analysis method involving digestion of hair, enzyme immunoassay technology and confirmation by mass spectrometry to analyze human hair to detect abused substances. Our customers include Fortune 500 companies, as well as small to mid-size corporations, schools, and governmental entities, located in the United States and internationally. During the year ended December 31, 2024, our revenues were $19.7 million, a decrease of 11% from $22.1 million in 2023. The decrease was primarily due to a decrease in volumes from our business.
The following table sets forth, for the periods indicated, the selected statements of operations data as a percentage of total revenue:
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Year Ended December 31, |
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2024 |
2023 |
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Revenues |
100.0 | % | 100.0 | % | ||||
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Cost of revenues |
63.9 | % | 61.9 | % | ||||
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Gross profit |
36.1 | % | 38.1 | % | ||||
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Operating Expenses: |
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General & administrative |
28.9 | % | 32.5 | % | ||||
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Marketing & selling |
13.0 | % | 13.6 | % | ||||
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Research & development |
3.8 | % | 5.2 | % | ||||
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Total Operating Expenses |
45.7 | % | 51.3 | % | ||||
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Operating loss |
-9.6 | % | -13.2 | % | ||||
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Other Expense: |
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Settlements |
0.0 | % | -2.0 | % | ||||
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Other expense |
-0.1 | % | 0.0 | % | ||||
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Total Other Expense |
-0.1 | % | -2.0 | % | ||||
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Net loss before provision for (benefit from) income taxes |
-9.7 | % | -15.2 | % | ||||
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Provision for (benefit from) income taxes |
-0.3 | % | 3.2 | % | ||||
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Net loss |
-9.4 | % | -18.4 | % | ||||
Revenue by Geographic Region
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Year Ended December 31, |
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2024 |
2023 |
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Consolidated Revenue: |
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United States |
$ | 18,641 | $ | 21,216 | ||||
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International |
1,044 | 882 | ||||||
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Total Revenue |
$ | 19,685 | $ | 22,098 | ||||
Results for the Year Ended December 31, 2024, Compared to Results for the Year Ended December 31, 2023 (in thousands)
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2024 |
2023 |
Change |
% Change |
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Revenues |
$ | 19,685 | $ | 22,098 | $ | (2,413 | ) | -11 | % | |||||||
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Cost of revenues |
12,584 | 13,685 | (1,101 | ) | -8 | % | ||||||||||
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Gross profit |
7,101 | 8,413 | (1,312 | ) | -16 | % | ||||||||||
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Operating Expenses: |
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General & administrative |
5,695 | 7,192 | (1,497 | ) | -21 | % | ||||||||||
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Marketing & selling |
2,550 | 2,998 | (448 | ) | -15 | % | ||||||||||
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Research & development |
749 | 1,144 | (395 | ) | -35 | % | ||||||||||
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Total Operating Expenses |
8,994 | 11,334 | (2,340 | ) | -21 | % | ||||||||||
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Operating Loss |
(1,893 | ) | (2,921 | ) | 1,028 | -35 | % | |||||||||
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Other Expense: |
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Settlements |
(2 | ) | (507 | ) | 505 | -100 | % | |||||||||
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Other expense |
(21 | ) | (10 | ) | (11 | ) | -110 | % | ||||||||
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Total Other Expense |
(23 | ) | (517 | ) | 494 | -96 | % | |||||||||
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Net loss before provision for (benefit from) income taxes |
(1,916 | ) | (3,438 | ) | 1,522 | -44 | % | |||||||||
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Provision for (benefit from) income taxes |
(55 | ) | 716 | (771 | ) | -108 | % | |||||||||
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Net loss |
$ | (1,861 | ) | $ | (4,154 | ) | $ | 2,293 | -55 | % | ||||||
Revenue: The revenue decrease of 11% was primarily attributed to a decrease in volumes from our base business. Domestic revenues decreased by 12% compared to the prior year period, while international revenues increased by 22%. The decrease in domestic revenue can be attributed to two primary factors. Firstly, there was an increase in employee retention within our client base, leading to a decline in new hiring from existing clients. Secondly, there was a general decline in hiring activities among current clients due to economic uncertainties. Conversely, the increase in international revenue can be attributed to strategic sales expansion efforts through partnerships. These partnerships enabled us to enter new markets and to expand our customer base, resulting in a percentage increase in international sales.
Gross profit: The 16% decrease in gross profit was due to lower total revenue offset by cost reduction programs.
General and administrative (“G&A”) expenses: G&A expenses decreased 21% from 2023 to 2024, primarily driven by lower personnel costs. As a percentage of revenue, G&A expenses represented 28.9% in 2024 compared to 32.5% in 2023.
Marketing and selling expenses: Marketing and selling expenses decreased 15% from 2023 to 2024, primarily driven by lower personnel costs. As a percentage of revenue, marketing and selling expenses represented 13.0% in 2024 compared to 13.6% in 2023 because the percentage decrease in marketing and selling expenses from 2023 to 2024 exceeded the percentage decrease in revenues.
Research & development (R&D): Research & development expenses decreased 35% from 2023 to 2024, primarily driven by lower personnel costs. As a percentage of revenue, R&D expenses represented 3.8% in 2024 compared to 5.2% in 2023.
Other expense: During the year ended December 31, 2024, we recorded other expense of $23 thousand. Other expense decreased $494 thousand from 2023 to 2024, primarily driven by reduction of legal settlements.
Income Taxes: During the year ended December 31, 2024, we recorded a tax benefit of $55 thousand representing an effective tax rate of 3% compared to a tax rate of 21% in 2023. For information regarding additional matters related to our taxes, please see Note 5 — "Income Taxes" to the Consolidated Financial Statements included in this Annual Report.
Liquidity and Capital Resources
We had $1.4 million and $2.0 million of cash as of December 31, 2024, and 2023, respectively. Our operating activities provided net cash of $929 thousand and used $1.5 million in 2024 and 2023, respectively. Investing activities used net cash of $87 thousand and $159 thousand in 2024 and 2023, respectively. Financing activities used net cash of $1.4 million and $1.2 million in 2024 and 2023, respectively.
Operating cash provided by operations of $929 thousand in 2024 primarily reflected the net loss of $1.9 million adjusted for depreciation and amortization of $1.2 million and stock compensation expense of $917 thousand. Cash provided in operations was also affected by the following changes in assets and liabilities: reduction of tax receivable of $6 thousand, decrease in accounts payable of $290 thousand, increase in accounts receivable of $1.2 million, partially offset by a decrease in accrued expenses of $1.0 million. The $2.4 million change in operating cash from a negative $1.5 million in 2023 to a positive $929 thousand in 2024 was primarily driven by the reduction of net loss in 2024 and changes in operating assets and liabilities described above.
Operating cash used by operations of $1.5 million in 2023 primarily reflected the net loss of $4.2 million adjusted for depreciation and amortization of $1.7 million and stock compensation expense of $0.9 million. Cash used in operations was also affected by the following changes in assets and liabilities: collection of a tax receivable of $0.3 million, increase in accounts payable of $0.3 million, decrease in accounts receivable of $0.1 million, partially offset by a decrease in accrued expenses of $1.3 million.
Cash used in investing activities primarily related to internally developed software and leasehold improvements. Capital expenditures were $36 thousand and $157 thousand in 2024 and 2023, respectively. In both 2024 and 2023, the expenditures related principally to laboratory equipment, leasehold improvements, and computer software.
Cash flows used in financing activities reflected repayments towards the Equipment Loan Arrangement of $0.3 million in 2024 and 2023, respectively, and towards financed insurance note payable of $0.5 million in 2024. We did not distribute cash dividends to our shareholders in 2024 compared to $0.8 million in 2023.
As of December 31, 2024, our principal sources of liquidity from operations included $1.4 million of cash on hand. During the year, we completed the Transaction which provided a net amount of $2.6 million in funding, of which $2.1 million was used to fund cash-outs of 876,238 fractional shares resulting from the 1 for 5,000 reverse stock split and $500 thousand was used for working capital purposes, including funding a portion of the transaction expenses related to the reverse stock split and related transactions at a price of $2.35 per share. As of the date of this report, management currently believes that cash on hand, together with future operating profits and cash flows, should be adequate to fund anticipated working capital requirements, including debt obligations, and capital expenditures for at least the next 12 months. However, no longer have an equipment financing arrangement and no existing line of credit or other fixed source of capital reserves. Depending upon our results of operations, future capital needs, and available market opportunities, we may need to seek additional financing. Such sources could include, but are not limited to, the issuance of common stock or debt financing, lines of credit, equipment leasing, or a strategic transaction. However, there is no assurance that such financing will be available on terms we deem acceptable, if at all. If we are unable to maintain sufficient financial resources, our business, financial condition, and results of operations would be materially adversely affected.
Purchase Commitment
Leases consist of rent obligations for our facilities, corporate office, and certain IT equipment. We have no significant contractual obligation for supply agreements as of December 31, 2024.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles require our management to make judgments, assumptions and estimates that affect the amounts reported, including Income Taxes. Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances. Actual results may differ from these estimates, and such differences may be material.
Recent Accounting Pronouncements
See Note 2 – “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further detail on recent accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 8. Financial Statements and Supplementary Data
|
(a) |
Financial Statements: |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Psychemedics Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Psychemedics Corporation and subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statement of operations and comprehensive loss, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company's auditor since 2024.
/s/ Whitley Penn LLP
Dallas, Texas
March 24, 2025
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Psychemedics Corporation
Dallas, Texas
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Psychemedics Corporation (the “Company”) and subsidiaries as of December 31, 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 2023, and the results of its operations for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ BDO USA, P.C.
We served as the Company's auditor from 2004 to 2024.
Boston, Massachusetts
March 28, 2024
PSYCHEMEDICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value)
|
December 31, |
December 31, |
|||||||
|
2024 |
2023 |
|||||||
|
ASSETS |
||||||||
|
Current Assets: |
||||||||
|
Cash |
$ | $ | ||||||
|
Accounts receivable, net of allowance for credit losses of $ |
||||||||
|
Prepaid expenses and other current assets |
||||||||
|
Income tax receivable |
||||||||
|
Total Current Assets |
||||||||
|
Property and equipment: |
||||||||
|
Computer software |
||||||||
|
Office furniture and equipment |
||||||||
|
Laboratory equipment |
||||||||
|
Leasehold improvements |
||||||||
|
Total Property and equipment |
||||||||
|
Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
|
Total Property and Equipment, net |
||||||||
|
Other assets |
||||||||
|
Operating lease right-of-use assets, net |
||||||||
|
Finance lease right-of-use asset, net |
||||||||
|
Total Assets |
$ | $ | ||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||
|
Current Liabilities: |
||||||||
|
Accounts payable |
$ | $ | ||||||
|
Accrued expenses |
||||||||
|
Insurance note payable |
||||||||
|
Equipment financing debt |
||||||||
|
Current portion of finance lease liability |
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|
Current portion of operating lease liabilities |
||||||||
|
Total Current Liabilities |
||||||||
|
Long-term portion of operating lease liabilities |
||||||||
|
Long-term portion of finance lease liability |
||||||||
|
Total Liabilities |
||||||||
|
Commitments and Contingencies (Note 9) |
|
|
||||||
|
Shareholders' Equity: |
||||||||
|
Preferred stock, $ |
||||||||
|
Common stock, $ |
||||||||
|
Additional paid-in capital |
||||||||
|
Less - Treasury stock, at cost, |
( |
) | ( |
) | ||||
|
Accumulated deficit |
( |
) | ( |
) | ||||
|
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
|
Total Shareholders' Equity |
||||||||
|
Total Liabilities and Shareholders' Equity |
$ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
PSYCHEMEDICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(in thousands, except per share amounts)
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Revenues |
$ | $ | ||||||
|
Cost of revenues |
||||||||
|
Gross profit |
||||||||
|
Operating Expenses: |
||||||||
|
General and administrative |
||||||||
|
Marketing and selling |
||||||||
|
Research and development |
||||||||
|
Total Operating Expenses |
||||||||
|
Operating Loss |
( |
) | ( |
) | ||||
|
Other Expense: |
||||||||
|
Settlements |
( |
) | ( |
) | ||||
|
Other expense |
( |
) | ( |
) | ||||
|
Total Other Expense |
( |
) | ( |
) | ||||
|
Net loss before provision for (benefit from) income taxes |
( |
) | ( |
) | ||||
|
Provision for (benefit from) income taxes |
( |
) | ||||||
|
Net loss and comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
|
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | ||
|
Weighted average common shares outstanding: |
||||||||
|
Basic |
||||||||
|
Diluted |
||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
PSYCHEMEDICS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except per share amounts)
|
Common Stock |
Treasury Stock |
Accumulated Other |
||||||||||||||||||||||||||||||
|
$0.005 |
Paid-In |
Accumulated |
Comprehensive |
|||||||||||||||||||||||||||||
|
Shares |
par Value |
Capital |
Shares |
Cost |
Deficit |
Loss |
Total |
|||||||||||||||||||||||||
|
Balance, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
|
Shares issued – vested |
- | - | ||||||||||||||||||||||||||||||
|
Tax withholding related to vested shares from employee stock plans |
- | ( |
) | - | ( |
) | ||||||||||||||||||||||||||
|
Stock compensation expense |
- | - | ||||||||||||||||||||||||||||||
|
Cash dividends declared ($ |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
Net loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
Balance, December 31, 2023 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
Shares issued – vested |
- | |||||||||||||||||||||||||||||||
|
Repurchase of common stock following reverse stock split, net of issuance costs |
( |
) | ( |
) | - | - | ( |
) | ||||||||||||||||||||||||
|
Issuance of common stock, net of issuance costs |
- | - | ||||||||||||||||||||||||||||||
|
Tax withholding related to vested shares from employee stock plans |
- | - | ||||||||||||||||||||||||||||||
|
Stock compensation expense |
- | - | ||||||||||||||||||||||||||||||
|
Net loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
|
Balance, December 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Cash flows from operating activities: |
||||||||
|
Net loss |
$ | ( |
) | $ | ( |
) | ||
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
|
Depreciation and amortization |
||||||||
|
Right-of-use asset amortization |
||||||||
|
Operating lease termination |
( |
) | ||||||
|
Deferred income taxes |
||||||||
|
Stock compensation expense |
||||||||
|
Loss on disposal of patents |
||||||||
|
Changes in operating assets and liabilities: |
||||||||
|
Accounts receivable |
||||||||
|
Prepaid expenses and other current assets |
||||||||
|
Income tax receivable |
( |
) | ||||||
|
Other assets |
||||||||
|
Accounts payable |
( |
) | ||||||
|
Accrued expenses |
( |
) | ( |
) | ||||
|
Operating lease liabilities |
( |
) | ( |
) | ||||
|
Net cash used in operating activities |
( |
) | ||||||
|
Cash flows from investing activities: |
||||||||
|
Purchases of other assets |
( |
) | ||||||
|
Purchases of property and equipment and leasehold improvements |
( |
) | ( |
) | ||||
|
Cost of internally developed software |
( |
) | ||||||
|
Net cash used in investing activities |
( |
) | ( |
) | ||||
|
Cash flows from financing activities: |
||||||||
|
Payments on insurance note payable |
( |
) | ||||||
|
Proceeds from issuance of stock, net of tax withholding |
( |
) | ||||||
|
Issuance of common stock, net of issuance costs |
||||||||
|
Repurchase of common stock following reverse stock split |
( |
) | ||||||
|
Payments on equipment debt financing |
( |
) | ( |
) | ||||
|
Principal payment of finance lease liability |
( |
) | ||||||
|
Cash dividends paid |
( |
) | ||||||
|
Net cash provided by (used in) financing activities |
( |
) | ( |
) | ||||
|
Net decrease in cash |
( |
) | ( |
) | ||||
|
Cash, beginning of year |
||||||||
|
Cash, end of year |
$ | $ | ||||||
|
Supplemental disclosures of cash flow information: |
||||||||
|
Cash paid for interest |
$ | $ | ||||||
|
Cash received on disposal of fully depreciated asset |
$ | $ | ||||||
|
Non-cash investing and financing activities: |
||||||||
|
Equity issuance cost through accounts payable |
$ | $ | ||||||
|
Purchase of equipment through accounts payable and accrued liabilities |
$ | $ | ||||||
|
Prepaid insurance financed through note payable |
$ | $ | ||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
PSYCHEMEDICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
1. Nature of Business
Company Overview
Psychemedics Corporation (the “Company,” “we,” “us,” or “our”) provides hair testing for drugs of abuse, utilizing a patented hair analysis method involving digestion of hair, enzyme immunoassay and mass spectrometry to analyze hair to detect abused substances. Our customers include Fortune 500 companies, as well as small to mid-size corporations, schools and governmental entities located in the United States and Internationally.
On November 25, 2024, Psychemedics Corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”), at which stockholders approved amendments (the “Amendments”) to the Company’s Certificate of Incorporation to effect a reverse stock split, followed immediately by a forward stock split, of the Company’s common stock at a ratio (i) not less than 1-for-
On December 3, 2024, the Company completed the financing transaction, during which the Company issued a total of
The stock splits and repurchase had the effect of reducing the number of record holders of the Company’s common stock below
As a result of the Transaction, the Company will no longer be subject to the reporting requirements under the Exchange Act or other requirements applicable to a public company, including requirements under the Sarbanes-Oxley Act of 2002 and the listing standards of any national securities exchange.
Psychemedics will continue to actively work with our ownership interests to seek monetization opportunities.
Liquidity and Management’s Plans
As of December 31, 2024, our principal sources of liquidity from operations included $
2. Summary of Significant Accounting Policies
Risks and Uncertainties
We are subject to a number of risks and uncertainties similar to those of other companies, such as those associated with the continued expansion of our sales and marketing network, technological developments, intellectual property protection, development of markets for new products and services offered by us, the economic health of our principal customers, financial and operational risks associated with expansion of testing facilities we use, government regulation (including, but not limited to, Federal Food and Drug Administration (FDA) regulations, proposed laws and regulations, and delays in implementation of laws and regulations), competition and general economic conditions.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates, including those related to bad debts, long-lived asset lives, income tax valuation and share based compensation, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known.
Cash and Cash Equivalents
We consider all highly liquid investments with original maturities at the date of purchase of 90 days or less as cash equivalents. As of December 31, 2024, and 2023, there were investments classified as cash equivalents.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization is computed over the estimated useful lives of the assets, using the straight-line method. Repair and maintenance costs are expensed as incurred. The estimated useful lives of the assets are:
|
Computer software |
|
|
Office furniture and equipment |
|
|
Laboratory equipment |
|
|
Leasehold improvements |
Lesser of estimated useful life or lease term |
We recorded depreciation and amortization related to property and equipment and capitalized software of $
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating right-of-use (“ROU”) assets and operating lease liabilities on the consolidated balance sheets. Finance leases are included in right-of-use finance lease and finance lease liabilities on the consolidated balance sheets.
ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For operating leases, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest on the lease liability and the amortization of the right-of-use asset results in front-loaded expense over the lease term. The Company accounts for lease and non-lease components as a single lease component for all its leases.
The Company does not recognize ROU assets and lease liabilities that arise from leases with an original term of 12 months or less. Rather, the Company recognizes the lease expense on a straight-line basis over the term of the lease.
Capitalized Software Development Costs
We capitalize costs related to significant software projects developed or obtained for internal use, including costs incurred in a cloud computing arrangement. Costs incurred during the preliminary project work stage or conceptual stage, such as determining the performance requirements, system requirements and data conversion, are expensed as incurred. Costs incurred in the application development phase, such as coding, testing for new software and upgrades that result in additional functionality, are capitalized and are amortized using the straight-line method over the useful life of the software for to years. Costs incurred during the post-implementation/operation stage, including training costs and maintenance costs, are expensed as incurred. In accordance with Company policy, during the years ended December 31, 2024, and 2023, we capitalized internally developed software costs of $
Other Assets
Other assets primarily consist of capitalized legal costs relating to patent applications. We amortize these costs over the lesser of the legal life or estimated useful life of the patent from the date of grant of the applicable patent. The typical life is years. As of December 31, 2024, we had capitalized legal costs relating to patent applications of $
Allowance for Credit Losses
The allowance for credit losses is based on management’s assessment of the ability to collect amounts owed to us by our customers. Management reviews the collectability of our accounts receivable and establishes an allowance for estimated losses that could result from the inability of our customers to make required payments, taking into consideration customer credit history and financial condition, industry and market segment information, credit reports, and economic trends and conditions. We maintain an allowance for potential credit losses but historically has not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area.
Revenue Recognition
We are in the business of performing drug testing services and reporting the results thereof. Our services are primarily drug and alcohol testing for our customers for an agreed-upon fee per unit tested. The revenues are recognized when the drug test is performed and reported to the customer.
Revenue is recognized when control of the services is transferred to our customers, in an amount that reflects the consideration (none of which is variable) we expect to be entitled to in exchange for those services. We typically invoice customers monthly for services provided and payments are generally due within 30 to 60 days of the invoice date.
The table below disaggregates our external revenue by major source (in thousands):
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Consolidated Revenue: |
||||||||
|
Testing |
$ | $ | ||||||
|
Shipping / Collection (hair) |
||||||||
|
Other |
||||||||
|
Total Revenue |
$ | $ | ||||||
Our revenues by geographic region, based on the location of the customer, were as follows (in thousands):
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Consolidated Revenue: |
||||||||
|
United States |
$ | $ | ||||||
|
International |
||||||||
|
Total Revenue |
$ | $ | ||||||
Testing Revenue
Drug and alcohol tests for drugs of abuse using hair, performed in our forensic laboratory in California, represents our primary service. Sales to customers are initiated through sales agreements, most of which have standard terms. Most tests are identified through a chain of custody form (“CCF”) and can therefore be uniquely tracked. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied; generally, this occurs with the transfer of control of our service, which occurs at a specific point-in-time. The specific point-in-time is the completion of the test and availability of test results to the customer. Most tests are completed the same day that the hair specimen is received.
Substantially all tests are completed within a few days once received for processing at our laboratory in California. As the tests are performed in a forensic laboratory, the exact date and time of each test completion is available and used in the timing of recognition of revenue.
Revenue is measured as the amount of consideration we expect to receive in exchange for providing services. Sales taxes we pay concurrent with revenue-producing activities are excluded from revenue.
Shipping and Hair Collection Revenue
Shipping revenue represents the amount billed to customers related to shipping of the hair specimen and CCF (collectively called the “sample”) to our laboratory. Collection revenue represents the amount billed to customers related to the collection of the hair specimen. This collection is done by third parties who we have contracted with. Shipping and hair collection revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied; generally, this occurs with the transfer of control of our service, which occurs at a specific point-in-time. The specific point-in-time is the completion of the test (associated with the shipping or hair collection charge) and availability of test results to the customer.
Revenue is measured as the amount of consideration we expect to receive in exchange for providing services. As we control the service before transferring to the customer, we are considered a principal in the transaction, and therefore record revenues on a gross basis, with shipping and hair collection costs in costs of revenues.
Other Revenue
Other revenue represents several items including: urine testing performed by other labs, medical review officer charges, legal/testifying services, and other miscellaneous charges. The total of all these items is less than 1% of total revenue. The amounts are generally billed to customers as services are performed, which occurs at a specific point-in-time.
Practical Expedients and Exemptions
We generally expense sales commissions when incurred as they are typically not related to costs to fulfill customer contracts but relate to overall sales targets. These costs are recorded within marketing and selling expense on the accompanying consolidated statements of operations.
Research and Development Expenses
We expense all research and development costs as incurred.
Contingencies
Loss contingencies from legal proceedings and claims may occur from government investigations, shareholder lawsuits, product liability, contractual claims, tax and other matters. Accruals are recognized when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. Legal fees are expensed as incurred.
Income Taxes
We account for income taxes using the liability method pursuant to Accounting Standards Codification (ASC) 740, “Income Taxes”. Under this method, we recognize deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. We evaluate uncertain tax positions annually and consider whether the amounts recorded for income taxes are adequate to address our tax risk profile. We analyze the potential tax liabilities of specific transactions and tax positions based on management’s judgment as to the expected outcome.
Concentration of Credit Risk and Off-Balance Sheet Risk
Financial instruments that potentially subject us to concentrations of credit risk are principally cash and accounts receivable. Our policy is to place our cash in high quality financial institutions. At times, including presently, these deposits may exceed or be exempt from federally insured limits. We do not believe significant credit risk exists with respect to these institutions. Concentration of credit risk with respect to accounts receivable is limited to certain customers to whom we make substantial sales. To reduce risk, we routinely assess the financial strength of our customers and, as a consequence, believe that our accounts receivable credit risk exposure is limited. We maintain an allowance for potential credit losses but historically have not experienced any significant losses related to individual customers or groups of customers in any particular industry or geographic area. We do not require collateral. We have no significant off-balance-sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements.
Significant Customers and Concentration of Credit Risk
We had customers that represented 10% or more of total revenue for the years ended December 31, 2024 and 2023, respectively. We had customers that represented
Stock-Based Compensation
We account for equity awards in accordance with ASC 718, “Compensation — Stock Compensation” (“ASC 718”). ASC 718 requires employee equity awards to be accounted for under the fair value method. It also requires the measurement of compensation cost at fair value on the date of grant and recognition of compensation expense over the service period for awards expected to vest. Accordingly, share-based compensation is measured at the grant date based on the fair value of the award. We use the straight-line method to recognize share-based compensation over the service period of the award, which is generally equal to the vesting period. We use the simplified approach to calculate the expected exercise date of options, which is one of the components used to determine the fair value of the options. This approach is used due to the small number of recipients receiving stock options not providing a reasonable basis for estimating expected term. We recognize the impact of forfeitures when they occur with no adjustment for estimated forfeitures and recognize excess tax benefits as a reduction of income tax expense regardless of whether the benefit reduces income taxes payable.
Stock compensation expense by statements of operations account is as follows (in thousands):
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Cost of revenues |
$ | ( |
) | $ | ||||
|
General & administrative |
||||||||
|
Marketing & selling |
||||||||
|
Research & development |
||||||||
|
Total stock compensation |
$ | $ | ||||||
See Note 7 – “Stock-Based Awards” to the Consolidated Financial Statements included in this Annual Report for additional information relating to our stock plan.
Basic and Diluted Net Loss per Share
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares and dilutive common stock equivalents outstanding during the period. The number of dilutive common stock equivalents outstanding during the period has been determined in accordance with the treasury-stock method. Common equivalent shares consist of common stock issuable upon the exercise of outstanding options and the unvested portion of stock unit awards (“SUAs”).
Basic and diluted weighted average common shares outstanding are as follows (in thousands):
|
2024 |
2023 |
|||||||
|
Weighted average common shares outstanding, basic |
||||||||
|
Dilutive common equivalent shares |
||||||||
|
Weighted average common shares outstanding, assuming dilution |
||||||||
For the years ended December 31, 2024, and 2023, options to purchase
The following outstanding common stock equivalents were not included in the dilutive common equivalent share calculation as their effect would have been anti-dilutive (in thousands):
|
2024 |
2023 |
|||||||
|
Options |
||||||||
|
SUAs |
||||||||
Fair Value Measurements
The fair values of cash, accounts receivable, accounts payable and accrued expenses approximate their carrying values due to their short maturities. The carrying value of long-term debt approximates its fair value, as it is based on current market rates at which we could borrow funds with similar terms.
Basis of Preparation and Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries and have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions and balances have been eliminated.
Segment Reporting
We manage our operations as one segment, drug testing services. As a result, the financial information disclosed herein materially represents all of the financial information related to our principal operating segment. See Note 13 – “Business Segment Reporting” to the Consolidated Financial Statements included in this Annual Report.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands a public entity’s annual and interim disclosure requirements about their reportable segments, primarily through more detailed disclosures about significant segment expenses. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024. We have adopted this standard for our fiscal year 2024 annual financial statements and interim financial statements thereafter and have applied this standard retrospectively for all prior periods presented in the financial statements. See Note 13 — Business Segment Reporting for further information.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15,2027, with early adoption permitted. The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements and disclosures.
3. Accounts Receivable
We maintain an allowance for credit losses based on management’s assessment of the collectability of our customer accounts by reviewing customer payment patterns and other relevant factors. We review the adequacy of the allowance for credit losses on a quarterly basis and adjusts the balance as determined necessary. Write-offs are recorded at the time a customer account is deemed uncollectable. The following is a rollforward of our allowance for credit losses (in thousands):
|
As of December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Balance, beginning of period |
$ | $ | ||||||
|
Provision for credit losses |
( |
) | ||||||
|
Write-offs |
( |
) | ( |
) | ||||
|
Balance, end of period |
$ | $ | ||||||
4. Accrued Expenses
Accrued expenses consist of the following (in thousands):
|
As of December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Accrued compensation and employee benefits |
$ | $ | ||||||
|
Accrued vacation expense |
||||||||
|
Accrued taxes |
||||||||
|
Accrued shipping expense |
||||||||
|
Accrued legal settlement |
||||||||
|
Other accrued expenses |
||||||||
|
Total Accrued Expenses |
$ | $ | ||||||
5. Income Taxes
The income tax provision consists of the following (in thousands):
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Current |
||||||||
|
Federal |
$ | ( |
) | $ | ||||
|
State |
( |
) | ||||||
|
Total Current |
( |
) | ||||||
|
Federal |
||||||||
|
State |
||||||||
|
Total Deferred |
||||||||
|
Income Tax Provision |
$ | ( |
) | $ | ||||
A reconciliation of the effective rate with the federal statutory rate is as follows:
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Federal statutory rate |
% | % | ||||||
|
State income taxes, net of federal benefit |
( |
)% | % | |||||
|
Permanent differences |
( |
)% | ( |
)% | ||||
|
Stock based compensation |
( |
)% | ( |
)% | ||||
|
Federal R&D Credits |
% | % | ||||||
|
State R&D Credits |
% | % | ||||||
|
Foreign taxes, net of federal benefit |
% | % | ||||||
|
Difference in tax rate for carryback claim |
( |
)% | % | |||||
|
Change in valuation reserve |
( |
)% | ( |
)% | ||||
|
Effective tax rate |
% | ( |
)% | |||||
The change in effective tax rate from 2023 to 2024 was primarily driven by the recording of a larger valuation allowance in 2023 as compared to 2024. As of December 31, 2024, we had federal net operating loss carryforwards of $
The difference between the statutory rate of
The components of the net deferred tax liabilities included in the accompanying balance sheets are as follows (in thousands):
|
As of December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Deferred Tax Assets |
||||||||
|
Allowance for credit losses |
$ | $ | ||||||
|
Accrued expenses |
||||||||
|
Stock-based compensation |
||||||||
|
R&D tax credits |
||||||||
|
Operating lease |
||||||||
|
Capitalized research expenses |
||||||||
|
NOL carryforward |
||||||||
|
Gross Deferred Tax Assets |
||||||||
|
Valuation Allowance |
( |
) | ( |
) | ||||
|
Deferred Tax Assets After Valuation Allowance |
||||||||
|
Deferred Tax Liabilities |
||||||||
|
Excess of tax over book depreciation and amortization |
( |
) | ( |
) | ||||
|
Prepaid expenses |
( |
) | ( |
) | ||||
| ROU- operating and financing leases | ( |
) | ( |
) | ||||
|
Gross Deferred Tax Liabilities |
( |
) | ( |
) | ||||
|
Net Deferred Tax Assets |
$ | $ | ||||||
Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.
ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We had immaterial uncertain tax positions at December 31, 2024, and 2023, respectively.
We operate within multiple taxing jurisdictions and could be subject to audit in these jurisdictions. These audits may involve complex issues, which may require an extended period of time to resolve. We have provided for our estimated taxes payable in the accompanying financial statements. Our policy is to recognize interest and penalties related to income tax matters as a general and administrative expense, when and if incurred. Interest and penalties for the years ended December 31, 2024, and 2023 were not material.
6. Preferred Stock
The Board of Directors has the authority to designate authorized preferred shares in one or more series and to fix the relative rights and preferences without vote or action by the stockholders. The Board of Directors has no present plans to designate or issue any shares of preferred stock.
7. Stock-Based Awards
The 2006 Incentive Plan initially adopted in 2006 provides for grants of options with terms of up to years, grants of restricted stock or stock unit awards (“SUAs”), issuances of stock bonuses or grants other stock-based awards plus cash-based awards, to officers, directors, employees, and consultants. Such shares are issuable out of our authorized but unissued common stock. In May 2021, the 2006 Incentive Plan was amended to increase the total number of shares issuable thereunder from
On August 17, 2023, we granted Brian Hullinger, in connection with the commencement of his employment as our Chief Executive Officer and President, as an inducement grant outside of the 2006 Incentive Plan, under Nasdaq Listing Rule 5635(c)(4), options to acquire
In addition, on September 21, 2023, we granted Shannon Shoemaker, in connection with the commencement of her employment as our Chief Revenue Officer, grants of options to acquire
On January 22, 2024, we granted Daniella Mehalik, in connection with the commencement of her employment as our Vice President of Finance, grants of options to acquire
The fair value of the SUAs is determined by the closing price on the date of grant. The fair value of options granted with only service conditions are estimated on the date of grant using a Black-Scholes option pricing model. The fair value of options granted with market conditions are estimated at the grant date using a Monte Carlo simulation model. The SUAs and options with only service conditions vest over a period of to years and are convertible or exercisable into an equivalent number of shares of the Company’s common stock provided that the employee receiving the award remains continuously employed throughout the vesting period. As described above, certain options vest and become exercisable upon the attainment of certain market conditions of the Company’s common stock. We record stock compensation expense related to the SUAs and options on a straight-line basis over the vesting term or requisite service period. We recognize the impact of forfeitures when they occur and recognize excess tax benefits as a reduction of income tax expense regardless of whether the benefit reduces income taxes payable.
On August 17, 2023, we granted SUAs covering thousand shares of common stock.
The following table represents all shares granted by the Company under the 2006 Incentive Plan, and under inducement awards outside of any plan, for the last two years (shares in thousands):
|
Grant Date |
Type |
Shares |
Weighted Average Fair Value |
||||||
|
January 22, 2024 |
Options |
$ | |||||||
|
September 21, 2023 |
Options |
$ | |||||||
|
August 17, 2023 |
Options |
$ | |||||||
|
August 17, 2023 |
SUA |
$ | |||||||
|
(1) |
|
A summary of the Company’s stock option activity is as follows (in thousands, except price per share):
|
Number of |
Weighted Average |
Weighted |
Aggregate |
|||||||||||||
|
Outstanding, December 31, 2023 |
$ | $ | ||||||||||||||
|
Granted |
$ | |||||||||||||||
|
Forfeited |
( |
) | $ | |||||||||||||
|
Canceled |
( |
) | $ | |||||||||||||
|
Outstanding, December 31, 2024 |
$ | $ | ||||||||||||||
|
Exercisable, December 31, 2024 |
$ | $ | ||||||||||||||
|
(2) |
|
A summary of the Company’s stock unit award activity is as follows (in thousands, except price per share):
|
Number of Shares |
Weighted Average Grant-Date Fair Value per Share (3) |
|||||||
|
Outstanding & Unvested, December 31, 2023 |
$ | |||||||
|
Granted |
$ | |||||||
|
Converted to common stock |
( |
) | $ | |||||
|
Cancelled |
( |
) | $ | |||||
|
Forfeited |
( |
) | $ | |||||
|
Outstanding & Unvested, December 31, 2024 |
$ | |||||||
|
(3) |
|
The fair value of stock unit award vesting was $
As of December 31, 2024, the unamortized fair value of outstanding options and awards was $
The Board of Directors approved the accelerated vesting of
8. Employee Benefit Plan
The Psychemedics Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All employees over the age of 21 are eligible to make pre-tax contributions up to an annual limit set forth by the IRS. Under the 401(k) Plan, we may, but are not obligated to, match a portion of the employees’ contributions up to a defined maximum. An annual limit set forth by the IRS. Under the 401(k) Plan, we may, but are not obligated to, match a portion of the employees’ contributions up to a defined maximum. matching contributions were made in the years ended December 31, 2024 or 2023.
9. Commitments and Contingencies
Commitments
We lease certain of our facilities and equipment under operating and finance lease agreements expiring on various dates through August 2027. Total minimum lease payments, including scheduled increases, are charged to operations on the straight-line basis over the life of the respective lease. Rent expense was $
Contingencies
In the normal course of business, we are subject to contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product liability, contractual claims and tax matters. We recognize accruals for such contingencies when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. These estimates are subject to uncertainties that are difficult to predict and, as such, actual results could vary from these estimates.
Settlements
On November 2, 2023, we paid $
As of December 31, 2023, we paid $
10. Leases
As of December 31, 2024, the Company has three operating leases for office and laboratory space used to conduct business. The exercise of lease renewal options is at the Company’s discretion, with one lease containing renewal options that are reasonably certain to be exercised. These renewal options are included in the Right-of-Use ("ROU") assets and lease liabilities. The Company regularly evaluates the renewal options to determine when they are reasonably certain of exercise.
Since most of the Company's leases do not provide an implicit interest rate, the Company uses the incremental borrowing rate based on information available at the lease commencement date to determine the net present value (“NPV”) of the lease payments.
In August 2024, the Company entered into a three-year finance lease for certain IT equipment. The Company measured and recognized an initial right-of-use (“ROU”) asset and finance lease liability upon lease commencement.
At December 31, 2024 and 2023, ROU assets and lease liabilities were as follows:
|
As of December 31, |
|||||||||
|
2024 |
2023 |
||||||||
|
Assets: |
Classification |
||||||||
|
Operating lease right-of-use-asset |
Operating lease asset |
$ | $ | ||||||
|
Financing lease right-of-use-asset |
Equipment, net |
||||||||
| $ | $ | ||||||||
|
Liabilities: |
|||||||||
|
Current |
Classification |
||||||||
|
Operating |
Operating lease liability |
$ | $ | ||||||
|
Financing |
Financing lease liability |
||||||||
|
Long-term |
|||||||||
|
Operating |
Long-term portion of operating leases liability |
||||||||
|
Financing |
Long-term portion of financing leases liability |
||||||||
| $ | $ | ||||||||
The following tables summarize quantitative information about the Company’s leases for the year ended December 31, 2024 and 2023:
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Operating cash flows - operating lease |
$ | $ | ||||||
|
Financing cash flows - financing leases |
$ | $ | ||||||
|
Right-of-use asset obtained in exchange for operating lease liabilities |
$ | $ | ||||||
|
Finance lease assets obtained in exchange for finance lease liabilities |
$ | $ | ||||||
|
As of December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Weighted-average remaining lease term – operating lease (in years) |
||||||||
|
Weighted-average discount rate – operating lease |
% | % | ||||||
|
Weighted-average remaining lease term – financing leases (in years) |
- | |||||||
|
Weighted-average discount rate – financing leases |
% | |||||||
The components of lease expense were as follows (in thousands):
|
Year Ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Operating leases |
||||||||
|
Operating lease cost |
$ | $ | ||||||
|
Variable lease costs |
||||||||
|
Total operating lease cost |
||||||||
|
Short-term lease rent expense |
||||||||
|
Financing leases |
||||||||
|
Amortization of leased assets |
||||||||
|
Interest on lease liabilities |
||||||||
|
Financing lease cost |
||||||||
|
Net lease cost |
$ | $ | ||||||
As of December 31, 2024, future minimum lease payments under the non-cancelable leases were as follows:
|
Operating Leases |
Finance Leases |
|||||||
|
Year Ending December 31, 2025 |
$ | $ | ||||||
|
Year Ending December 31, 2026 |
||||||||
|
Year Ending December 31, 2027 |
||||||||
|
Total |
||||||||
|
Less present value discount |
( |
) | ( |
) | ||||
|
Operating lease liabilities |
$ | $ | ||||||
11. Debt and Other Financing Arrangements
On March 20, 2014, we entered into an equipment financing arrangement with Banc of America Leasing & Capital, LLC (the “Lender”), which it amended on various dates, most recently on March 23, 2021, including a Master Loan and Security Agreement and related documentation (collectively the “Equipment Loan Arrangement”) which provided us with the ability to finance, at our option, up to $
Under the Equipment Loan Arrangement, we executed notes on various dates between March 24, 2014, and December 4, 2019 in the aggregate amount of $
In May 2024, the Company entered into a note agreement to finance certain insurance policy premiums of $
The Company accrued $
12. Other Expense
Interest expense for the years ended December 31, 2024 and 2023, was $
13. Business Segment Reporting
We manage our business activities on a consolidated basis and operate as a operating and reportable segment. As a result, the financial information disclosed herein materially represents all financial information related to our principal operating segment. Our Chief Executive Officer (“CEO”) serves as the chief operating decision maker and uses Net Income, as reported on our consolidated statements of operations and comprehensive loss, to assess financial performance and allocate resources on a consolidated basis.
The CEO evaluates the results of our operations on a consolidated basis and uses Net Income to make key operating decisions, such as strategic acquisitions, transaction structures to capitalize on the development of properties underlying our mineral interests, and resource allocation for general and administrative expenditures. The CEO does not review consolidated balance sheet assets when assessing segment performance or determining resource allocation. All significant expenses are presented separately on the Company’s consolidated statements of operations and comprehensive loss.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On June 6, 2024, the Audit Committee of the Registrant dismissed BDO USA, P.C. (“BDO”) as the Registrant ‘s independent registered public accounting firm. The decision to change accountants was made by the Audit Committee of the Registrant’s Board of Directors. BDO served as the Registrant’s independent registered public accounting firm to audit the Registrant’s 2023 fiscal year end. The report of BDO on the financial statements of the Registrant at December 31, 2023 and 2022, and for the two-year period ended on December 31, 2023 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, however it did identify one critical audit matter related to deferred tax assets. In connection with its audits for the years ended December 31, 2023 and December 31, 2022 and through June 6, 2024, there have been no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the matter in their report. On June 12, 2024, the Audit Committee of the Board of Directors of Psychemedics Corporation named Whitley Penn LLP as the Registrant’s independent registered public accounting firm. During Psychemedics Corporation’s fiscal years ended December 31, 2022 and 2023 and the subsequent interim period ended June 12, 2024, the Company did not consult with Whitley Penn LLP with respect to any of the matters described in Regulation S-K Item 304 (a)(2)(i) or (ii).
Item 9A. Controls and Procedures
|
a) |
Evaluation of Disclosure Controls and Procedures |
We carried out an evaluation as of December 31, 2024, under the supervision and with the participation of our management, including our Chief Executive Officer and Vice President of Finance as well as a third-party internal control firm, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act. Based upon that evaluation, our Chief Executive Officer and Vice President of Finance have concluded that our disclosure controls and procedures were effective as of December 31, 2024, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Vice President of Finance, as appropriate to allow timely decisions regarding required disclosure.
|
b) |
Management’s Report on Internal Control over Financial Reporting |
The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance, as opposed to absolute assurance, of achieving their internal control objectives.
Management, including our Chief Executive Officer and Vice President of Finance, conducted an assessment of the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management, including our Chief Executive Officer and Vice President of Finance concluded that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.
|
c) |
Changes in Internal Control over Financial Reporting |
There was no change to our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
Item 10. Directors, Executive Officers and Corporate Governance
Following is a list that sets forth the names, ages and positions within the Company of all of the Executive Officers of the Company and the Directors of the Company, as well as Directors nominated or chosen to become directors, in each case, as of March 24, 2024.
|
Name |
Age |
Position |
||
|
Brian Hullinger |
57 |
Chief Executive Officer, President, Director |
||
|
Shannon Shoemaker |
39 |
Chief Revenue Officer |
||
|
Daniella Mehalik |
35 |
Vice President of Finance; Treasurer |
||
|
Robyn C. Davis |
63 |
Director; Chairperson: Nominating and Corporate Governance Committee; Member: Compensation Committee |
||
|
Peter H. Kamin |
63 |
Director; Member: Compensation Committee; Member: Audit Committee; Member: Nominating and Corporate Governance Committee |
||
|
Darius G. Nevin |
67 |
Chairperson of the Board and Director; Chairperson: Audit Committee; Member: Nominating and Corporate Governance Committee |
||
|
Andrew M. Reynolds |
57 |
Director; Chairperson: Compensation Committee Member: Audit Committee |
All Directors hold office until the next annual meeting of stockholders or until their successors are elected. Officers serve at the discretion of the Board of Directors.
Brian Hullinger has served as Chief Executive Officer, President, and as a director of the Company since August 2023. From 2018 until 2023 he served as Chief Revenue Officer of Cisive, Inc., a risk assessment, administrative support and workforce solutions company. From 2016 to 2018, he served as CEO of E-Verifile.com, Inc. which was sold to Cisive in 2018. From 2012 until 2016 Mr. Hullinger served in various leadership positions with First Advantage Corporation, an information technology company. From 1991 until 2012 he served in various revenue growth roles with Social Solutions, Inc., a management software company, Gelco Expense Management (now doing business as Concur SAP), Norstan Communications, Inc. (now doing business as BlackBox Network Services), a telecommunications equipment provider, and Automatic Data Processing, Inc. (Nasdaq: ADP), a global provider of business outsourcing solutions.
Shannon Shoemaker has served as Chief Revenue Officer for the Company since September 2023. From 2018 until 2023 she served in several various leadership positions at Cisive, Inc, a global employment screening firm, most recently as Senior Vice President, Marketing and Strategic Alliances. Prior to that, she was a Founding Partner and Vice President at Scout Logic, a background investigation, verification and drug testing company, from 2017 to 2018. From 2012 to 2017 she served as the Vice President of Sales at First Advantage (Nasdaq: FA).
Daniella Mehalik has served as the Company’s Vice President of Finance since November 2023. Prior to joining the Company, Ms. Mehalik served as Controller at Neubase Therapeutics, Inc. (Nasdaq: NBSE) from 2021 to 2023 and as Controller at DxTx Medical, Inc. from 2019 to 2021. From 2018 to 2019, she was an Audit Team Leader at Arconic Corporation (NYSE: ARNC). Ms. Mehalik holds a Bachelor of Science and a Master of Science in Accounting from Carlow University.
Robyn C. Davis has been managing director of Angel Healthcare Investors, LLC, an early-stage investment group focused on medical devices, life sciences and specialty pharmaceutical companies since 2000. Additionally, Ms. Davis is a global Executive Coach at The Leadership Consortium. Prior to Angel Healthcare, Ms. Davis was a director of the merchant banking services practices for Barents Group, LLC, a strategy consultant at Bain & Company and a consultant at Computer Sciences Corporation. She currently serves as a director of Azenta Life Sciences (AZTA:Nasdaq-GS), a provider of life sciences sample management solutions, and Akston Biosciences, an early-stage company developing a novel fusion-protein platform for multiple conditions. Ms. Davis holds a B.A. in International Relations from Tufts University and an M.B.A from Harvard Business School. She holds an Executive Masters Professional Director Certification from the American College of Corporate Directors. Ms. Davis has served as a member of our Board since 2021.
Peter H. Kamin is the founder and Managing Partner of 3K Limited Partnership. Prior to the formation of 3K, Mr. Kamin was a founding member and Managing Partner of ValueAct Capital. Mr. Kamin has served on the Board of Directors of Tile Shop Holdings, Inc. (NASDAQ: TTSH) (“Tile Shop Holdings”), a specialty retailer of natural stone and man-made tiles, setting and maintenance materials, and related accessories, since 2012, and as Chairman since July 2018. Mr. Kamin previously served on the boards of directors of MAM Software Group, Inc. (formerly NASDAQ: MAM), a leading provider of cloud-based business and on-premise management solutions for the auto parts, tires and vertical distribution industries, from 2012 to October 2019, and IAA, Inc. (NYSE: IAA), a publicly traded multi-channel vehicle marketplace and former subsidiary of KAR Auction Services, Inc from June 2019 until it was sold in March 2023. Mr. Kamin holds a BA from Tufts University and an MBA from Harvard’s Graduate School of Business. Mr. Kamin has served as a member of our Board since 2022.
Darius G. Nevin has served as a member of our Board since 2022 and as Chairman since August 2023. Mr. Nevin has been a member of G3 Capital Partners LLC, an adviser to private equity firms in the fields of security, telecommunications, and recurring services, and of G3 Investment Holdings LLC, an affiliated investment holding company, since 2010. Mr. Nevin has served on the boards of directors of Alarm.com Holdings, Inc. (NASDAQ: ALRM), a provider of interactive security solutions for home and business owners, since 2016, and of Cohealo, Inc., a venture-backed technology and services company that develops products for health systems, also since 2016. Prior to co-founding G3 Capital Partners, LLC, Mr. Nevin served as chief financial officer of Protection One, Inc., a then publicly traded company, from 2001 until June 2010. He served as a director and chairman of the audit committee of WCI Communities, Inc., a then publicly traded community developer and luxury homebuilder, from July 2013 through its acquisition in February 2017. Mr. Nevin earned an A.B. from Harvard College and an M.B.A. from the University of Chicago Booth School of Business.
Andrew M. Reynolds has served as Chief Executive Officer of Linxup, LLC, a provider of fleet management software, since August 2023. He also serves as an independent director for AddSecure, and Idle Smart. From June 2011 until December 2017, Mr. Reynolds served as Senior Vice President of Global Business Development at Fleetmatics, PLC, of Dublin, Ireland (FLTX). From July 2007 until January 2011, Mr. Reynolds served as Senior Vice President of Corporate Development at Art Technology Group (ARTG). From September 2002 until June 2007, Mr. Reynolds served as Vice President of Corporate Development for Hyperion Solutions (HYSL). Mr. Reynolds received an M.B.A. from Cornell University and an A.B. from Dartmouth College. Mr. Reynolds has served as a member of our Board since 2022.
The Company strives to have the members of its Board of Directors possess a diverse set of skills and background so as to best provide guidance to the management team and oversight to the Company. While the Nominating and Corporate Governance Committee does not have a formal policy in this regard, the Nominating and Corporate Governance Committee views diversity broadly to include a diversity of experience, skills and viewpoint, as well as diversity of gender and race. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Skills sought include financial, capital markets, executive leadership, sales and marketing, domestic and international business development and strategic planning.
Mr. Hullinger has served as Chief Executive Officer and as a member of our Board since August 2023. Mr. Nevin has served as Chairman of the Board since August, 2023. We believe that our independent, experienced directors, who currently and will continue to constitute a majority of our Board, benefit Psychemedics and its stockholders. We recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. We believe that our structure benefits the Company and its stockholders.
The Company has a code of ethics that applies to all employees and non-employee directors. This code satisfies the requirements set forth in Item 406 of Regulation S-K and applies to all relevant persons set forth therein. The Company will mail to interested parties a copy of the Code of Ethics upon written request and without charge. Such request shall be made to our Corporate Secretary, 5220 Spring Valley Road, Suite 230, Dallas, TX 75254.
Audit Committee
The Audit Committee, whose members are Messrs. Kamin, Nevin, and Reynolds, reviews the appropriateness, quality and acceptability of the Company’s accounting policies and the integrity of financial statements reported to the public, and compliance with legal and regulatory requirements. The Board has determined that each member of the Audit Committee is an “independent director” under the rules of the Nasdaq Stock Market governing the qualifications of the members of audit committees, and each member of the Audit Committee satisfies the requirements of the Nasdaq Stock Market regarding competency in financial matters. In addition, the Board of Directors has determined that Mr. Nevin, the Chairman of the Audit Committee, qualifies as an “Audit Committee Financial Expert” as defined by the Securities and Exchange Commission rules.
Compensation Committee
Ms. Davis and Messrs. Kamin and Reynolds serve on our compensation committee. Mr. Reynolds serves as the chair of the compensation committee. Each member of our compensation committee meets the requirements for independence for compensation committee members under the Nasdaq listing standards and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:
|
● |
annually reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and our other executive officers; |
|
|
● |
determining the compensation of our chief executive officer and our other executive officers; |
|
|
● |
reviewing and making recommendations to our board of directors with respect to director compensation; and |
|
|
● |
overseeing and administering our equity incentive plans. |
Our Chief Executive Officer makes compensation recommendations for our other executive officers and initially proposes the corporate and departmental performance objectives under our Officer Bonus Plan and Leadership Bonus Plan to the compensation committee. Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and Nasdaq listing standards. A copy of the charter of our compensation committee is available on our website at www.psychemedics.com under Investors – Governance Documents.
Nominating and Corporate Governance Committee
Ms. Davis and Messrs. Nevin and Kamin serve on our nominating and corporate governance committee. Ms. Davis serves as the chair of the nominating and corporate governance committee. Each member of our nominating and corporate governance committee meets the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:
|
● |
identifying individuals qualified to become members of our board of directors; |
|
|
● |
recommending to our board of directors the persons to be nominated for election as directors and to each of our board’s committees; |
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|
● |
reviewing and making recommendations to our board of directors with respect to management succession planning; |
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|
● |
developing, updating and recommending to our board of directors corporate governance principles and policies; and |
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|
● |
overseeing the evaluation of our board of directors and committees. |
Our nominating and corporate governance committee operates under a written charter that satisfies the applicable Nasdaq listing standards. A copy of the charter of our nominating and corporate governance committee is available on our website at www.psychemedics.com under Investors – Governance Documents.
Item 11. Executive Compensation
Director Compensation
Mr. Hullinger receives no additional compensation for serving on the Company’s Board of Directors. Prior August 17, 2023, each of the Company’s outside (non-employee) directors received cash compensation of $12,500 per quarter. Effective as of August 17, 2023, the annual cash compensation was reduced to $10,000 per quarter. In addition, prior to August 17, 2023, the respective chairs of the Audit and Compensation Committees and the Lead Independent Director (which is no longer a position) received additional cash compensation for serving in such positions. The position of lead independent director and all such additional fees for serving on committees ceased on August 17, 2023. Each of the outside directors has also been granted from time-to-time equity awards under the Company’s equity compensation plans, most recently in August 2023. For the most recent grant in August, 2023, the directors were granted stock unit awards that vested in full in August 2024.
The following table shows, for the fiscal year ended December 31, 2024, the compensation paid by the Company or accrued for such year, to the Company’s non-employee directors. The compensation paid to Mr. Hullinger for his service as Chief Executive Officer and President is reported in the Summary Compensation Table under the caption “Executive Compensation” below.
Director Compensation for Fiscal Year Ended December 31, 2024
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
|||
|
Name |
Fees Earned or Paid in Cash |
Stock Awards(1) |
|
Option Awards(1) |
|
All other Compensation(2) |
Total |
|
|
Robyn C. Davis |
$ 40,000 |
$ - |
|
$ - |
|
$ - |
$ 40,000 |
|
|
Peter H. Kamin |
$ 40,000 |
$ - |
|
$ - |
|
$ - |
$ 40,000 |
|
|
Darius G. Nevin |
$ 40,000 |
$ - |
|
$ - |
|
$ - |
$ 40,000 |
|
|
Andrew M. Reynolds |
$ 40,000 |
$ - |
|
$ - |
|
$ - |
$ 40,000 |
|
|
(1) |
The amounts in columns (c) and (d), if any, reflect the grant date fair values of awards and options to the named individuals in 2024. |
|
|
(2) |
Any perquisites or other personal benefits received from the Company by the named director were less than the reporting thresholds established by the Securities and Exchange Commission ($10,000). |
Executive Compensation
The Compensation Committee of the Board has responsibility for establishing, implementing and continually monitoring adherence to the Company’s compensation philosophy. The Compensation Committee ensures that the total compensation paid to the executive officers is fair, reasonable and competitive.
Throughout this annual report the individuals who served as the Company’s Chief Executive Officer during fiscal 2024, as well as those individuals who were the Company’s two most highly compensated executive officers other than the Chief Executive Officer, plus two additional individuals who were formerly named executive officers, but were no longer employed as of December 31, 2024, are included in the Summary Compensation Table below and are referred to as the “named executive officers”.
Summary of Cash and Certain Other Compensation
The following tables show the total compensation earned by the named executive officers during the years ended December 31, 2024 and 2023, and outstanding equity awards held by the named executive officers as of December 31, 2024.
Summary Compensation Table
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
||||||||||||||||||||||||
|
Name and Position |
Year |
Salary |
Bonus (3) |
Stock Awards |
Option Awards |
Non-Equity Incentive Plan Compensation |
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation (4) |
Total |
||||||||||||||||||||||||
|
Brian Hullinger(1) CEO, & President |
2024 |
$ | 375,000 | $ | 71,417 | - | - | - | - | - | $ | 446,418 | |||||||||||||||||||||
|
2023 |
$ | 125,558 | $ | 25,000 | - | $ | 612,000 | - | - | - | $ | 762,558 | |||||||||||||||||||||
|
Raymond C. Kubacki(2) Former Chairman, CEO, & President |
2024 |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
|
2023 |
$ | 361,431 | - | $ | 52,595 | - | - | - | $ | 205,880 | $ | 619,906 | |||||||||||||||||||||
|
Shannon Shoemaker(1) Chief Revenue Officer |
2024 |
$ | 250,000 | $ | 12,603 | - | - | - | - | - | $ | 262.603 | |||||||||||||||||||||
|
2023 |
$ | 62,608 | - | - | $ | 198,800 | - | - | - | $ | 261,408 | ||||||||||||||||||||||
|
Daniella Mehalik(1) Vice President - Finance |
2024 |
$ | 205,000 | $ | 10,106 | - | $149,450 | - | - | - | $ | 364,556 | |||||||||||||||||||||
|
2023 |
$ | 11,939 | - | - | - | - | - | - | $ | 11,939 | |||||||||||||||||||||||
|
Charles M. Doucot(2) Former Executive Vice President |
2024 |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
|
2023 |
$ | 181,625 | $ | 28,138 | $ | 11,630 | - | - | - | $ | 74,675 | $ | 296,068 | ||||||||||||||||||||
|
Michael I. Schaffer(2) Former Vice President, Laboratory Operations |
2024 |
- | - | - | - | - | - | $ | 51,504 | $ | 51,504 | ||||||||||||||||||||||
|
2023 |
$ | 252,503 | $ | 2,700 | $ | 11,630 | - | - | - | $ | 10,300 | $ | 277,133 | ||||||||||||||||||||
|
(1) |
Mr. Hullinger and Mses. Shoemaker and Mehalik commenced employment with the Company on August 17, 2023, September 1, 2023, and November 27, 2023, respectively. |
|
|
(2) |
Messrs. Kubacki, Doucot and Schaffer were employed by the Company through August 17, 2023, September 15, 2023, and November 3, 2023, respectively. In addition, Mr. Kubacki served as a consultant to the Company through September 14, 2023. |
|
|
(3) |
The amounts in column (d) reflect cash bonus awards made to the named executive officers based on achievement of certain financial and individual objectives, as described in more detail herein under the heading “Incentive Cash Bonus Compensation”. |
|
|
(4) |
The amounts shown in column (i) reflect; (a) for each named executive officer matching contributions allocated by the Company to each of the named executive officers during the applicable year pursuant to the Company’s 401(k) Plan (which is more fully described herein under the heading “Retirement and Other Benefits”); and (b) for Mr. Kubacki consulting fees paid to him following his retirement and the cost of acceleration of his stock unit awards upon his retirement. The amount of perquisites attributable to each named executive officer did not exceed $10,000 in either 2023 or 2024. |
Employment Contracts
On July 12, 2023, the Company entered into an employment agreement with Mr. Hullinger, President and Chief Executive Officer and a member of the Board of Directors. The employment agreement is terminable by either party at any time, as provided below. The employment agreement provides that Mr. Hullinger will receive an annual salary of $375,000 and consideration for discretionary bonuses including a bonus for 2023 in the amount of $71,315. Mr. Hullinger was also paid a signing bonus of $25,000.
Mr. Hullinger’s employment agreement prohibits him from competing with the Company for a period of twelve months following the termination of his employment for any reason. The employment agreement provides Mr. Hullinger with certain other benefits, including the opportunity to participate in our stock plans, fringe benefit plans and other employment benefits.
Under the terms of his employment agreement, if (i) if the Company terminates Mr. Hullinger’s employment without Cause (as defined in the agreement), or (ii) Mr. Hullinger terminates his employment for Good Reason (as defined in the agreement), then the Company is required to pay Mr. Hullinger a lump sum amount equal to one times his then current annual salary and continuation of health insurance coverage for up to 12 months. If such termination takes place within three months prior to or twelve months following a Corporate Event (as defined in the agreement) then Mr. Hullinger’s time-based equity awards will also be accelerated.
On September 1, 2023, the Company entered into an employment agreement with Ms. Shoemaker, Chief Revenue Officer. The employment agreement is terminable by either party at any time, as provided below. The employment agreement provides that Ms. Shoemaker will receive an annual salary of $250,000 and consideration for discretionary bonuses. A pro-rated bonus for 2023 in the amount of $12,500 was guaranteed and paid.
Ms. Shoemaker’s employment agreement prohibits her from competing with the Company for a period of twelve months following the termination of her employment for any reason. The employment agreement provides Ms. Shoemaker with certain other benefits, including the opportunity to participate in our stock plans, fringe benefit plans and other employment benefits.
Under the terms of her employment agreement, if (i) if the Company terminates Ms. Shoemaker’s employment without Cause (as defined in the agreement), or (ii) Ms. Shoemaker terminates her employment for Good Reason (as defined in the agreement), then the Company is required to pay Ms. Shoemaker a lump sum amount equal to one-half of her then current annual salary and continuation of health insurance coverage for up to 6 months. If such termination takes place within three months prior to or twelve months following a Corporate Event (as defined in the agreement) then Ms. Shoemaker’s time-based equity awards will also be accelerated.
Outstanding Equity Awards at Fiscal Year-End
|
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||||||
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
|||||||||||||||||||||||||||
|
Name |
Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options |
Option Exercise Price |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested |
Market Value of Shares or Units of Stock That Have Not Vested (1) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
|||||||||||||||||||||||||||
|
Brian Hullinger |
50,000 | 50,000 | 200,000 | $ | 4.64 |
08/17/33 |
- | - | - | - | ||||||||||||||||||||||||||
|
Raymond C. Kubacki |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
Shannon Shoemaker |
17,500 | 20,000 | 80,000 | $ | 3.66 |
9/20/33 |
- | - | - | - | ||||||||||||||||||||||||||
|
Daniella Mehalik |
- | 35,000 | 70,000 | $ | 4.27 |
1/22/34 |
- | - | - | - | ||||||||||||||||||||||||||
|
Charles M. Doucot |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
Michael I. Schaffer |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
|
(1) |
Based on closing price of $1.99 per share on December 31, 2024 on the OTC Market. |
Potential Payments upon Termination and Change in Control
Under the terms of Brian Hullinger’s employment agreement, if (i) the Company terminates Mr. Hullinger’s employment without Cause (as defined in the agreement), (ii) Mr. Hullinger terminates his employment with the Company for Good Reason (as defined in the agreement), in either case within a period of three months prior to or twelve months following a Corporate Event (as defined in the agreement), including a change in control, then the Company is required to pay Mr. Hullinger a lump sum amount equal to one times his then annual compensation. Additionally, he would also be entitled to extended health insurance benefits for a period of up to twelve months and acceleration of any time-vested stock options.
Under the terms of Shannon Shoemaker’s employment agreement, if (i) the Company terminates Ms. Shoemaker’s employment without Cause (as defined in the agreement), (ii) Ms. Shoemaker terminates her employment with the Company for Good Reason (as defined in the agreement), in either case within a period of three months prior to or twelve months following a Change in Control (as defined in the agreement), then the Company is required to pay Ms. Shoemaker a lump sum amount equal to one-half of her then annual compensation. Additionally, she would also be entitled to extended health insurance benefits for a period of up to six months and acceleration of any time-vested stock options.
Equity Compensation Plan Information
The following table provides information as of December 31, 2024, with respect to shares of the Company’s common stock that were issuable under the Company’s 2006 Incentive Plan (the “2006 Incentive Plan”).
|
Plan Category |
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities that Remained Available for Future Issuance |
|||||||||
|
Equity compensation plans approved by security holders |
304,000 | (1) | $ | 5.45 | (3) | 527,227 | ||||||
|
Equity compensation plans not approved by security holders |
300,000 | (2) | $ | 4.64 | - | |||||||
|
Total |
604,000 | $ | 5.05 | (3) | 527,227 | |||||||
|
(1) |
This amount includes 267,500 shares subject to outstanding stock options with a weighted average remaining contractual term of 7.9 years and 36,500 shares subject to outstanding stock unit awards. |
|
|
(2) |
This amount includes 300,000 shares subject to outstanding stock options with a weighted average remaining contractual term of 8.6 years. |
|
|
(3) |
The weighted-average exercise price information does not include any outstanding stock unit awards. |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table shows, as of March 24, 2025, the number of shares beneficially owned (i) by those stockholders who are known to the Company to own beneficially more than five percent of the outstanding Common Stock of the Company, (including their addresses) (ii) by each director and nominee for director of the Company, (iii) by each named executive officer, and (iv) by all current directors and executive officers as a group.
|
Name |
Amount and Nature of Beneficial Ownership (1) |
Percentage Owned (2) |
|
Peter H. Kamin |
1,736,741 (3) |
28.4% |
|
5220 Spring Valley Road, Suite 230 |
||
|
Dallas, TX 75254 |
||
|
R. Adam Lindsay Powell Anderson Capital LP Powell Amderson Capital Partners LLC |
984,256 (4) |
16.1% |
|
5532 Lillehammer Land, Suite 200 |
||
|
Park City, UT 84098 |
||
|
Raymond C. Kubacki |
246,737 (5) |
4.0% |
|
Brian Hullinger |
50,000 |
* |
|
Robyn C. Davis |
39,000 (6) |
* |
|
Andrew M. Reynolds |
28,000 (6) |
* |
|
Darius G. Nevin |
57,181 |
* |
|
Shannon Shoemaker |
20,000 |
* |
|
Daniella Mehalik |
17,500 |
* |
|
Charles M. Doucot |
- |
* |
|
Michael Schaffer |
25,329 |
* |
|
All Current Executive Officers and Directors (7 persons) |
1,948,422 (7) |
31.4% |
* Denotes ownership of less than 1%.
|
(1) |
Shares are considered beneficially owned, for the purpose of this table only, if held by the person indicated as beneficial owner, or if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, to direct the voting of and/or to dispose of or to direct the disposition of such security, or if the person has the right to acquire beneficial ownership within sixty (60) days, unless otherwise indicated in these footnotes. |
|
(2) |
Pursuant to the rules of the Securities and Exchange Commission, shares of Common Stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or pursuant to the vesting of stock unit awards are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but with respect to options and stock unit awards, are not deemed outstanding for the purpose of computing the percentage ownership of any other person shown in this table. |
|
(3) |
Based on a Statement of Changes in Beneficial Ownership on Form 4 filed by Peter H. Kamin on December 10, 2024, includes 365,726 shares held by Mr. Kamin as trustee of certain trusts and 1,133,984 shares held by a limited partnership of which Mr. Kamin serves as general partner. |
|
(4) |
Based on a Statement of Changes in Beneficial Ownership on Form 4 filed by Powell Anderson Capital Partners on December 17, 2024, includes 369,850 shares held for Powell Anderson Capital Partners LP and 614,406 held for PACP Jupiter LLC. |
|
(5) |
Based on the statement on Schedule 13G/A filed on February 2, 2024, Mr. Kubacki has sole voting and dispositive power over 246,737 shares of Common Stock. |
|
(6) |
Includes the following number of shares of Common Stock which the individual had the right to acquire within 60 days pursuant to the exercise of options; Mr. Hullinger – 50,000, Ms. Shoemaker - 20,000, and Ms. Mehalik – 17,500. |
|
(7) |
Includes 87,500 shares which were issuable to executive officers within 60 days upon the exercise of currently exercisable stock options. |
Item 13. Certain Relationships and Related Transactions and Director Independence
Under the rules of the Nasdaq Stock Market, a majority of the directors and all of the members of the Audit Committee must qualify as independent directors. The Board of Directors of the Company conducts an annual review of the independence of the members of the Board and its committees. Four of our five directors are nonemployee directors (all except Mr. Hullinger). Although the Board has not adopted categorical standards of materiality for independence purposes (other than those set forth in Securities and Exchange Commission Regulations and the Nasdaq Stock Market listing standards), information provided by the directors and the Company did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial), which would impair the independence of any of the nonemployee directors.
The Board of Directors has adopted a policy whereby the Company’s Audit Committee is responsible for reviewing any proposed related party transaction. The types of transactions covered by the policy include payments for products or services to or indebtedness to or from, related parties, as defined in Item 404(b) of Regulation S-K under the federal securities laws. The Audit Committee has determined that there were no related party transactions with any related party in fiscal 2024 that would require disclosure under Item 404(a) of Regulation S-K.
Item 14. Principal Accounting Fees and Services
The following is a summary of the fees billed to us by Whitley Penn LLP, our current independent registered public accounting firm, and BDO USA, P.C. , our former independent registered public accounting firms, for professional services rendered for the fiscal years ended December 31, 2024 and 2023, respectively:
|
Fiscal Year |
||||||||
|
2024 |
2023 |
|||||||
|
Audit Fees (1) |
$ | 296,069 | $ | 491,753 | ||||
|
Audit-Related Fees (2) |
20,600 | 25,346 | ||||||
|
Tax Fees (3) |
101,463 | 53,182 | ||||||
|
Total |
$ | 418,132 | $ | 570,281 | ||||
|
(1) |
Audit Fees – Fees for professional services rendered to the Company (or estimates of fees for services to be rendered) in connection with auditing the Company’s annual financial statements and reviewing the interim financial information included in the Company’s Quarterly Reports on Form 10-Q and consents and assistance with the review of documents filed with the Securities and Exchange Commission. |
|
(2) |
Audit-Related Fees – Fees billed to the Company or to the Company’s employee retirement plan for services related to the audit of the Company’s financial statements that are not reported under Audit Fees, which include audit work performed on certain of the Company’s benefit plans. |
|
(3) |
Tax Fees – Fees billed to the Company related to tax compliance and consultation. |
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements required by Item 15 are included and indexed in Part II, Item 8.
(a) (2) Financial Statement Schedules included in Part IV of this report. Schedule II is omitted because information is included in Notes to Financial Statements. All other schedules under the accounting regulations of the SEC are not required under the related instructions and are inapplicable and, thus have been omitted.
(a) (3) See “Exhibit Index” included elsewhere in this Report.
None.
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 24, 2025 |
By: |
/s/ BRIAN HULLINGER |
| Brian Hullinger | ||
| 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/ BRIAN HULLINGER |
President and Chief Executive Officer, Director |
March 24, 2025 |
||
|
/s/ DANIELLA MEHALIK |
Vice President of Finance |
March 24, 2025 |
||
|
ROBYN C. DAVIS* |
Director |
|||
|
PETER H. KAMIN* |
Director |
|||
|
DARIUS G. NEVIN* |
Director |
|||
|
ANDREW M. REYNOLDS* |
Director |
|||
|
*By: /s/ BRIAN HULLINGER |
Attorney-in-Fact |
March 24, 2025 |
EXHIBIT INDEX
|
Exhibit |
Description |
|
| 3.2 | Certificates of Amendment to Certificate of Incorporation filed with the Secretary of State of Delaware on November 25, 2024 – incorporation by reference to the Registrant’s Current Report on Form 8-K filed on December 3, 2024 | |
|
10.2.1P |
Lease dated October 6, 1992, with Mitchell H. Hersch, et. Al with respect to premises in Culver City, California — (Incorporated by reference from the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992) |
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10.2.2P |
Security Agreement dated October 6, 1992, with Mitchell H. Hersch et. Al — (Incorporated by reference from the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992) |
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Form of Indemnification Agreement with Directors and Executive Officers of the Company* |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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Certification of Vice President – Finance Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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101.INS |
Inline XBRL Instance Document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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* |
Management compensation plan or arrangement |
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P |
Indicates a filing submitted in paper |
EXHIBIT 21.1
PSYCHEMEDICS CORPORATION
Subsidiaries
Psychemedics Corporation wholly-owns the following companies:
|
Name |
Country of Incorporation |
|
1. Psychemedics International, LLC |
Delaware, USA |
|
2. Psychemedics Laboratórios Ltda |
Brazil |
|
(owned jointly by Psychemedics Corporation |
|
|
and Psychemedics International, LLC) |
EXHIBIT 24
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of Psychemedics Corporation, a Delaware corporation (hereinafter called the “Corporation”), does hereby constitute and appoint Brian Hullinger and Daniella Mehalik, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, file or deliver any and all instruments and to do all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing under said Securities Exchange Act of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign his or her name as a director or officer, or both, of the Corporation, as indicated below opposite his or her signature, to the Annual Report on Form 10-K, or any amendment, post-effective amendment, or papers supplemental thereto to be filed in respect of said Annual Report on Form 10-K; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents, as of the 24th day of March, 2025.
|
Signature |
Title |
|
|
/s/ BRIAN HULLINGER |
President and Chief Executive Officer, Director |
|
|
/s/ Daniella Mehalik |
Vice President of Finance |
|
|
/s/ ROBYN C. DAVIS |
Director |
|
|
/s/ PETER H. KAMIN |
Director |
|
|
/s/ DARIUS G. NEVIN |
Director |
|
|
/s/ ANDREW M. REYNOLDS |
Director |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Hullinger, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of Psychemedics Corporation (the “registrant”); |
|
2. |
Based on my knowledge, this annual 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 am 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 24, 2025
By: /s/ Brian Hullinger
Brian Hullinger
President and Chief Executive Officer
(principal executive officer)
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Daniella Mehalik, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of Psychemedics Corporation (the “registrant”); |
|
2. |
Based on my knowledge, this annual 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 am 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 24, 2025
By: /s/ Daniella Mehalik
Daniella Mehalik
Vice President of Finance
(principal financial and accounting officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Hullinger, President and Chief Executive Officer of Psychemedics Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 24, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 24, 2025
By: /s/ Brian Hullinger
Brian Hullinger
President and Chief Executive Officer
(principal executive officer)
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Daniella Mehalik, Vice President of Finance of Psychemedics Corporation (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 24, 2025 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: March 24, 2025
By: /s/ Daniella Mehalik
Daniella Mehalik
Vice President of Finance
(principal financial and accounting officer)
This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.