8-K

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): April 6, 2020

OraSure Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-16537	36-4370966
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

220 East First Street
Bethlehem, Pennsylvania	18015-1360
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 610-882-1820

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 Stock, $0.000001 par value per share	OSUR	The NASDAQ Stock Market LLC

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))

Indicate by a 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.

New Director Appointment

Effective on April 6, 2020, David J. Shulkin, M.D. was appointed as a new member of the OraSure Technologies, Inc. (the “Company”) Board of Directors (the “Board”). Dr. Shulkin will serve as a Class I Director with an initial term expiring at the Company’s 2022 Annual Meeting of Stockholders. Dr. Shulkin has also been appointed to serve on the Board’s Audit Committee and Nominating and Corporate Governance Committee.  

Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”) and Stock Award Plan, Dr. Shulkin was granted an initial equity award of time-vested restricted shares of the Company’s common stock having an aggregate value of $100,000. The foregoing grant will vest two years following the grant date. Vesting will be accelerated in the event of a change in control involving the Company. Dr. Shulkin will also receive fees and additional equity compensation pursuant to the Policy.

There are no arrangements or understandings between Dr. Shulkin and any other person pursuant to which he was selected as a Director of the Company. Dr. Shulkin does not have any familial relationship with any member of the Board or executive officer of the Company, and there are no transactions in which Dr. Shulkin has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Director Resignation

Aradhana Sarin, M.D. recently informed the Company that she has decided to resign from the Board so that she can focus on her responsibilities as Chief Financial Officer at Alexion Pharmaceuticals. Dr. Sarin’s resignation will be effective immediately prior to the Company’s Annual Meeting of Stockholders scheduled for May 19, 2020 (the “Annual Meeting”). Dr. Sarin is currently a Class II Director and serves as Chairman of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. As a result, Dr. Sarin will not stand for re-election at the Company’s Annual Meeting with the other Class II Directors who are up for re-election. Dr. Sarin’s resignation was not the result of any dispute or disagreement with the Company or the Board on any matter related to the operations, policies or practices of the Company.  The Board intends to appoint Mara G. Aspinall, who also currently serves on the Audit Committee, as Chairman of the Audit Committee effective upon Dr. Sarin’s resignation.

A press release announcing Dr. Shulkin’s appointment to the Board and Dr. Sarin’s resignation is attached as Exhibit 99.1 to this Report and is incorporated by reference herein.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of OraSure Technologies, Inc., dated April 8, 2020, announcing the appointment of David J. Shulkin, M.D. to the Company’s Board of Directors and the resignation of Aradhana Sarin, M.D. from the Board of Directors.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ORASURE TECHNOLOGIES, INC.
Date: April 8, 2020	By:	/s/ Jack E. Jerrett
		Jack E. Jerrett
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Investor Contact: Robert Cuca Chief Financial Officer 610-882-1820 investorinfo@orasure.com Media Contact: Jeanne Mell VP Corporate Communications 484-353-1575 media@orasure.com

ORASURE TECHNOLOGIES APPOINTS DAVID J. SHULKIN, M.D. TO BOARD OF DIRECTORS

-- Other Board Changes Also Announced --

BETHLEHEM, PA, April 8, 2020 - OraSure Technologies, Inc. (NASDAQ: OSUR), a leader in point of care diagnostic tests, specimen collection devices, and microbiome laboratory and analytical services, today announced the appointment of David J. Shulkin, M.D., as a member of the Company’s Board of Directors.  Dr. Shulkin, a former Secretary of the U.S. Department of Veterans Affairs, will serve as a Class I Director with an initial term expiring at the Company’s 2022 Annual Meeting of Stockholders.  He will also serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.

“We are very pleased that David has agreed to serve on our Board of Directors,” said Stephen S. Tang, Ph.D., President and Chief Executive Officer of OraSure Technologies. “David has had a long and distinguished career in the medical and public health fields and has served at the highest levels within our federal government.  This experience, along with his track record of strong executive leadership, will enable him to be a significant contributor to the Company as we continue to execute against our innovation-driven growth strategy.”

Dr. Shulkin, age 60, currently serves as President and Chief Executive Officer of Shulkin Solutions, Inc., a company dedicated to promoting innovation in healthcare and advocating for veterans and underserved populations.  Prior to his current position, Dr. Shulkin served in various capacities at the U.S. Department of Veterans Affairs (the “VA”) under two U.S. presidential Administrations, including as Secretary from 2017 to 2018 and as Under Secretary for Health from 2015 to 2017.  Prior to his work at the VA, Dr. Shulkin served as chief executive of leading hospitals and health systems including Beth Israel in New York City and Morristown Medical center in Northern New Jersey. Dr. Shulkin received a B.A. from Hampshire College and an M.D. from the Medical College of Pennsylvania.  In addition, Dr. Shulkin completed residencies in internal medicine at Yale University School of Medicine and the University of Pittsburgh School of Medicine, was a fellow in General Medicine at the University of Pittsburgh School of Medicine and was a Robert Wood Johnson Foundation Clinical Scholar at the University of Pennsylvania School of Medicine.  He is also certified by the American Board of Internal Medicine.

The Company also announced today that Aradhana Sarin, M.D., a member of the Company’s Board of Directors, has notified the Company of her intention to step down from the Board, effective immediately prior to the Company’s upcoming Annual Meeting of Stockholders scheduled for May 19, 2020. Dr. Sarin will be resigning to focus on her role as Chief Financial Officer of Alexion Pharmaceuticals.  As a result, Dr. Sarin will not stand for re-election at the Annual Meeting. Dr. Sarin joined the Board in 2018 as a Class II Director and currently serves as Chairman of the Audit Committee and as a member of the Nominating and Corporate Governance Committee. The Board intends to appoint Mara G. Aspinall, who is currently a Director and member of the Audit Committee, as Chairman of the Audit Committee effective upon Dr. Sarin’s resignation.

“The Company extends its deepest gratitude to Aradhana for her distinguished service as a Director and for her lasting contributions to the Company,” said Dr. Tang. “We wish Aradhana all the best for her future endeavors.”

About OraSure Technologies

OraSure Technologies empowers the global community to improve health and wellness by providing access to accurate, essential information. Together with its wholly owned subsidiaries (DNA Genotek, CoreBiome, Diversigen and Novosanis), OraSure provides its customers with end-to-end solutions that encompass tools, services and diagnostics. The OraSure family of companies is a leader in the development, manufacture, and distribution of rapid diagnostic tests, sample collection and stabilization devices, and molecular services solutions designed to discover and detect critical medical conditions. OraSure’s portfolio of products is sold globally to clinical laboratories, hospitals, physician’s offices, clinics, public health and community-based organizations, research institutions, government agencies, pharma, commercial entities and direct to consumers. For more information on OraSure Technologies, please visit www.orasure.com.

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Document and Entity Information	Apr. 06, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 06, 2020
Entity Registrant Name	OraSure Technologies, Inc.
Entity Central Index Key	0001116463
Entity Emerging Growth Company	false
Entity File Number	001-16537
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	36-4370966
Entity Address, Address Line One	220 East First Street
Entity Address, City or Town	Bethlehem
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18015-1360
City Area Code	610
Local Phone Number	882-1820
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.000001 par value per share
Trading Symbol	OSUR
Security Exchange Name	NASDAQ