Attached files
file | filename |
---|---|
EX-31.4 - EXHIBIT 31.4 - PSYCHEMEDICS CORP | exh_314.htm |
EX-31.3 - EXHIBIT 31.3 - PSYCHEMEDICS CORP | exh_313.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2020
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 1-13738
PSYCHEMEDICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 58-1701987 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
289 Great Road Acton, Massachusetts |
01720 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone
Number Including Area Code: (978) 206-8220
Securities registered pursuant to Section 12(b) of the Act:
Title of Class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock. $0.005 par value | PMD | The Nasdaq Stock Market, LLC. |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by a check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Exchange Act of 1934). Yes ☐ No ☒
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934). Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definitions of “accelerated filer”, “large accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large Accelerated Filer ☐ | Accelerated Filer ☐ | Non-Accelerated Filer ☒ |
Smaller Reporting Company ☒ | Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934). Yes ☐ No ☒
As of June 30, 2020, there were 5,526,493 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, 2020 was approximately $22 million, computed based upon the closing price of $5.55 per share on June 30, 2020.
As of March 26, 2021, there were 5,536,493 shares of Common Stock of the Registrant outstanding.
EXPLANATORY NOTE
On March 26, 2021, Psychemedics Corporation (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends Part IV, Item 15 (a)(3) of the Original Form 10-K to include new Exhibits 10.9.1, 10.10.1 and 10.12.1 Amendments to Change in Control Severance Agreements that were previously omitted from the Original Form 10-K. Accordingly, Part IV item (a)(3) of the Original Form 10-K is hereby amended and restated as set forth below.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officers and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on March 26, 2021 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) (3) See “Exhibit Index” included elsewhere in this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
PSYCHEMEDICS CORPORATION | ||
Date: April 9, 2021 |
By: /s/ RAYMOND C. KUBACKI |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ RAYMOND C. KUBACKI |
Chairman, President and Chief Executive Officer,
Director |
April 9, 2021 | ||
|
Vice President, Controller |
April 9, 2021 | ||
HARRY CONNICK* |
Director |
|||
|
Director |
|||
|
Director |
|||
ROBYN C. DAVIS* |
Director |
|||
*By: /s/ RAYMOND C. KUBACKI |
Attorney-in-Fact |
April 9, 2021 |
TABLE OF CONTENTS
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) | ||
32.2 | |||
P | Indicates a filing submitted in paper | ||
* | Management compensation plan or arrangement | ||
(1) | Previously filed with our Original Form 10-K | ||
(2) | Filed with this Amendment No. 1 to Annual Report on Form 10-K/A |