8-K
Zomedica Corp. (ZOMDF)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2024
| ZOMEDICA CORP. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Alberta, Canada | 001-38298 | N/A |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
100 Phoenix Drive, Suite 125
Ann Arbor, Michigan 48108
(Address of Principal Executive Offices) (Zip Code)
(734) 369-2555
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, without par value | ZOM | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Financial Officer
On December 19, 2024, Zomedica Corp. and Zomedica Inc. (collectively, the “Company”) announced that Scott Jordan would be appointed as the Company’s Chief Financial Officer, effective January 1, 2025.
Scott Jordan, 58, founded S. Jordan Associates (SJA), a boutique investment bank located in Chicago, Illinois, in 2020, serving as its CEO since its inception. Mr. Jordan has over 30 years of experience in C-Level, business development, and commercialization roles in the life sciences and diagnostics industries. During this time, Mr. Jordan successfully raised private placements / secondary public stock offerings, secured regional / global licensing agreements, and facilitated liquidity events via M&A, and initial public offerings and reverse mergers.
In addition to Mr. Jordan’s role as CEO and Founder of SJA, he is a fractional Chief Financial Officer (CFO) with Inomagen Therapeutics which is developing a gene therapy for the treatment of atrial fibrillation, a position he has held since 2020.
Previously, from 2016 to 2020, Mr. Jordan was Chief Business Officer (CBO) / CFO of two early-stage companies located in Houston, Texas (Iterion Therapeutics, Salarius Pharmaceuticals) supported by non-dilutive financing from the Cancer Prevention Research Institute of Texas (CPRIT). Mr. Jordan’s efforts at Salarius included raising Series 1 / A financing rounds advancing the company’s lead asset, Seclidemstat, into Phase 1 / 2 clinical trials in a rare, pediatric disease (Ewing Sarcoma). As a result of the company achieving pivotal financing and scientific milestones, Salarius listed on NASDAQ via a reverse merger with Flex Pharma in July of 2019.
From 2010 to 2015, Mr. Jordan also worked at Healthios Capital Markets LLC, a boutique investment bank serving the life sciences industry. Since 2005, including during his tenure with Healthios, Mr. Jordan raised $155M of private placements, $67M of non-dilutive capital (CPRIT, NIH), closed $583M in licensing deals, and secured $194M via public offerings.
In connection with Mr. Jordan’s appointment as Chief Financial Officer, the Company and Mr. Jordan entered into an Employment Agreement. Under the Employment Agreement, the Company agreed to pay Mr. Jordan a base salary of $350,000 per annum. At the conclusion of each calendar year, Mr. Jordan will be eligible to receive an annual discretionary bonus of up to 40% of his base salary based on the achievement of certain individual and corporate performance objectives established by the Company’s Chief Executive Officer and the Board. Mr. Jordan will also receive a one-time bonus amount of $35,000 upon the completion of his relocation to Michigan. Mr. Jordan will be awarded options to purchase 5,000,000 common shares at an exercise price equal to the closing price on his date of hire. The options will vest over a period of four years, beginning on the one-year anniversary of the date of grant, and will expire on the tenth anniversary of the date of grant, subject to the earlier termination upon the occurrence of certain circumstances. Mr. Jordan will be eligible to participate in any employee benefits generally available to other employees. Lastly, in the event Mr. Jordan’s employment is terminated without cause, he would be provided a severance payment to include six month’s salary and a payment equal to six month’s of COBRA benefits; provided, however, if he is terminated following a change of control, Mr. Jordan would be provided a severance payment to include one year’s salary and a payment equal to one year’s COBRA benefits.
There is no family relationship between Mr. Jordan and any director or executive officer of the Company. There are no transactions between Mr. Jordan and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The foregoing description and reference to Mr. Jordan’s Employment Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K and is incorporated here by reference.
A press release announcing the events described in this Item 5.02 is furnished here as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibit No. | Description |
|---|---|---|
| 10.1 | Employment Agreement, dated December 18, 2024, between Zomedica Corp., Zomedica Inc. and Scott Jordan | |
| 99.1 | Press Release, dated December 19, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZOMEDICA CORP. | ||
|---|---|---|
| Date: December 19, 2024 | By: | /s/Karen DeHaan-Fullerton |
| Name: | Karen DeHaan-Fullerton | |
| Title: | General Counsel and Corporate Secretary | |
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EXHIBIT INDEX
| (d) | Exhibit No. | Description |
|---|---|---|
| 10.1 | Employment Agreement, dated December 18, 2024, between Zomedica Corp., Zomedica Inc. and Scott Jordan | |
| 99.1 | Press Release, dated December 19, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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zom_ex101.htm EXHIBIT 10.1
zom_ex991.htm EXHIBIT 99.1
Zomedica Appoints Scott A. Jordan Executive Vice President, Finance & Chief Financial Officer
Seasoned executive brings a broad skill set to Zomedica’s leadership team.
ANN ARBOR, MI / ACCESSWIRE / December 19, 2023 / Zomedica Corp. (NYSE American: ZOM) (“Zomedica” or the “Company”), a veterinary health company offering point-of-care diagnostics and therapeutic products for companion animals, announced that it has appointed Scott A. Jordan as its Executive Vice President, Finance and Chief Financial Officer, effective January 1, 2025.
“Scott brings a broad range of skills and experience that will be increasingly important to us as we move forward,” said Larry Heaton, Zomedica’s Chief Executive Officer. “We are excited to welcome him to the Zomedica team and look forward to leveraging his expertise to help deliver on our mission of advancing animal health and veterinarian success.”
Mr. Jordan brings over 30 years of experience within the life sciences and diagnostics industries to Zomedica. Mr. Jordan’s expertise in organizational management, strategic finance, business development, and product commercialization will be invaluable as Zomedica looks to continue its rapid growth in the animal health space.
Prior to joining Zomedica, Scott Jordan was the CEO and Founder of S. Jordan Associates (SJA), a boutique investment bank headquartered in Chicago, Illinois, where Scott worked with life sciences and diagnostics companies to raise non-dilutive capital and private placements, close strategic partnerships, and facilitate listings on public stock exchanges.
In addition to Mr. Jordan’s role as CEO and Founder of SJA, he was also Chief Financial Officer of Inomagen Therapeutics, a private biotechnology company focused on developing a gene therapy for the treatment of atrial fibrillation, where he managed the company’s cost accounting, financial planning, treasury-related activities, controllership, fiscal management, regulatory reporting requirements, and tax planning.
In his previous roles, Mr. Jordan served as Chief Business Officer / Chief Financial Officer of two biotechnology companies located in Houston, Texas, Iterion Therapeutics and Salarius Pharmaceuticals. During his time at Salarius, the company achieved pivotal financing and scientific milestones, resulting in Salarius becoming listed on NASDAQ via a reverse merger with Flex Pharma in July of 2019. Mr. Jordan also worked at Healthios Capital Markets LLC, a boutique investment bank serving the life sciences industry. Scott started his career at Abbott Laboratories in marketing and commercialization roles.
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Scott Jordan commented, “I am honored to join Zomedica at such an exciting time in the company’s evolution,” said Mr. Jordan. “Zomedica's commitment to improving animal health through innovative solutions resonates deeply with me. I look forward to leveraging my experience to support the company’s growth, deliver value to our stakeholders, and expand our impact within the veterinary healthcare market.”
Mr. Jordan graduated from Michigan State University, with a BA in Marketing and an MBA in Finance from DePaul University’s Kellstadt Graduate School of Management.
Mr. Jordan succeeds Peter Donato, who served as Zomedica’s Chief Financial Officer from March 2023 until August 2024 when he departed to pursue other interests.
About Zomedica
Zomedica is a leading equine and companion animal healthcare company dedicated to improving animal health by providing veterinarians innovative therapeutic and diagnostic solutions. Our gold standard PulseVet^®^ shock wave system, which accelerates healing in musculoskeletal conditions, has transformed veterinary therapeutics. Our suite of products also includes the Assisi^®^ Loop line of therapeutic devices and the TRUFORMA^®^ diagnostic platform, the TRUVIEW™ digital cytology system, and the VetGuardian® no-touch monitoring system, all designed to empower veterinarians to provide top-tier care. In the aggregate, their total addressable market in the U.S. exceeds $2 billion. Headquartered in Michigan, Zomedica employs approximately 150 people and manufactures and distributes its products from its world-class facilities in Georgia and Minnesota. An NYSE American company, Zomedica grew revenue 33% in 2023 to $25 million and maintains a strong balance sheet with approximately $78 million in liquidity as of September 30, 2024. Zomedica is advancing its product offerings, leveraging strategic acquisitions, and expanding internationally as we work to enhance the quality of care for pets, increase pet parent satisfaction, and improve the workflow, cash flow and profitability of veterinary practices. For more information visit www.zomedica.com.
Follow Zomedica
| · | Email Alerts: http://investors.zomedica.com |
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| · | LinkedIn: https://www.linkedin.com/company/zomedica |
| · | Facebook: https://m.facebook.com/zomedica |
| · | X (formerly Twitter): https://twitter.com/zomedica |
| · | Instagram: https://www.instagram.com/zomedica_inc |
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Cautionary Note Regarding Forward-Looking Statements
Except for statements of historical fact, this news release contains certain "forward-looking information" or "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur and include statements relating to our expectations regarding future results. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance, or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, including assumptions with respect to economic growth, demand for the Company's products, the Company's ability to produce and sell its products, sufficiency of our budgeted capital and operating expenditures, the satisfaction by our strategic partners of their obligations under our commercial agreements, our ability to realize upon our business plans and cost control efforts and the impact of COVID-19 on our business, results and financial condition.
Our forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: the outcome of clinical studies, the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments, uncertainty as to whether our strategies and business plans will yield the expected benefits; uncertainty as to the timing and results of development work and verification and validation studies; uncertainty as to the timing and results of commercialization efforts, as well as the cost of commercialization efforts, including the cost to develop an internal sales force and manage our growth; uncertainty as to our ability to successfully integrate acquisitions; uncertainty as to our ability to supply products in response to customer demand; uncertainty as to the likelihood and timing of any required regulatory approvals, and the availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; veterinary acceptance of our products; competition from related products; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; our ability to secure and maintain strategic relationships; performance by our strategic partners of their obligations under our commercial agreements, including meeting distribution obligations; risks pertaining to permits and licensing, intellectual property infringement risks, risks relating to any required clinical trials and regulatory approvals, risks relating to the safety and efficacy of our products, the use of our products, intellectual property protection, risks related to the COVID-19 pandemic and its impact upon our business operations generally, including our ability to develop and commercialize our products, and the other risk factors disclosed in our filings with the SEC and under our profile on SEDAR+ at www.sedarplus.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Investor Relations Contact:
Zomedica Investor Relations
investors@zomedica.com
1-734-369-2555
SOURCE: Zomedica Corp.
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