8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

May 13, 2021

Date of Report (date of earliest event reported)

Cutera, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-50644	77-0492262
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3240 Bayshore Blvd.

Brisbane, California 94005

(Address of principal executive offices)

(415) 657-5500

(Registrant’s telephone number, including area code)

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 ($0.001 par value)	CUTR	The NASDAQ Stock Market, LLC

N/A

(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 (see General Instruction A.2. below):

☐ 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))

Rule 12b-2 of the Securities Exchange Act of 1934.

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.

(d) Election of Director; Appointment of Committee Member

On May 13, 2021, the Board of Directors (the “Board”) of Cutera, Inc. (the “Company”) approved an increase in the size of the Board by one director, from six to seven directors, and appointed Sheila Hopkins to the Board, effective May 17, 2021.

Ms. Hopkins currently serves as a director for Prestige Consumer Healthcare, a role she has held since 2015, where she also serves on the Audit, Nominating & Corporate Governance and Compensation and Talent Management Committees. Prior to 2015, Ms. Hopkins served as EVP and President, Global Vision Care for Bausch + Lomb, a healthcare company, from 2011 until her retirement in 2013. Prior to that, Ms. Hopkins spent 14 years at Colgate-Palmolive, a consumer products company, where she held several senior management positions including Vice President and General Manager, Personal Care, and Vice President, Global Business Development from 1997 to 2011. Ms. Hopkins previously served on the board of directors of Warnaco Inc., a leading apparel company, from 2003 to 2013, and on the board of directors of the Consumer Healthcare Products. Ms. Hopkins has also held senior marketing and sales positions at Procter & Gamble and Tambrands. Ms. Hopkins earned a B.A. in History from Wellesley College.

As a director, Ms. Hopkins will participate in the compensation program applicable to all non-employee directors, which is described under the heading “Director Compensation” in the Company’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 30, 2021.

Ms. Hopkins is expected to execute the Company’s standard form of indemnification agreement. There is no arrangement or understanding between Ms. Hopkins and any other person pursuant to which Ms. Hopkins was appointed as a director of the Company. There are no family relationships between Ms. Hopkins and any director or executive officer of the Company, and, other than as described above, no transactions involving Ms. Hopkins that would require disclosure under Item 404(a) of Regulation S-K.

On May 17, 2021, the Company issued a press release announcing appointment of Ms. Hopkins to its Board. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of Cutera, Inc. dated May 17, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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, thereunto duly authorized.

	CUTERA, INC.
Date: May 17, 2021	/s/ ROHAN SETH
	Rohan Seth
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Cutera Appoints Sheila Hopkins to its Board of Directors

BRISBANE, Calif., -- (BUSINESSWIRE) –May 17, 2021 – Cutera, Inc. (NASDAQ: CUTR) (“Cutera” or the “Company”), a leading provider of energy-based aesthetic systems for practitioners worldwide, today announced that Sheila Hopkins will be joining its Board of Directors, effective immediately.

“Sheila is an outstanding addition to our Board,” commented J. Daniel Plants, Chairman of Cutera. “She is an accomplished executive with a keen strategic mind, which will be invaluable to the Company as Cutera enters the next phase of growth and evolution. We all look forward to working with Sheila.”

“This is an exciting time to join the Cutera team given the Company’s growth plans,” said Ms. Hopkins. “I look forward to bringing my experience to the Board and helping solidify Cutera’s position as a global leader in the aesthetics space.”

Dave Mowry, Chief Executive Officer of Cutera, added: “I am thrilled to welcome Sheila to the Cutera Board. Her broad commercial experience at multinational organizations will benefit Cutera as we continue to expand our portfolio and pursue additional growth opportunities across our global footprint.”

Ms. Hopkins currently serves on the Board of Directors of Prestige Consumer Healthcare and was previously a director of Warnaco, Inc. She served as Executive Vice President and President, Global Vision Care, for Bausch + Lomb from 2011 until her retirement in 2013. Prior to that, she spent 14 years at Colgate-Palmolive, where she held several senior management positions including Vice President and General Manager, Personal Care, and Vice President, Global Business Development. She has also held senior marketing and sales positions at Procter & Gamble and Tambrands.

Ms. Hopkins earned her Bachelor of Arts in History from Wellesley College.

About Cutera

Brisbane, California-based Cutera is a leading provider of laser and other energy-based aesthetic systems for practitioners worldwide. Since 1998, Cutera has been developing innovative, easy-to-use products that enable physicians and other qualified practitioners to offer safe and effective aesthetic treatments to their patients. For more information, call 1-888-4CUTERA or visit www.cutera.com.

Safe Harbor Statement

Certain statements in this press release, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, Cutera’s plans, objectives, strategies, financial performance and outlook, CFO search, product launches and performance, trends, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “should,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “foresee” or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements are based on management's current, preliminary expectations and are subject to risks and uncertainties, which may cause Cutera's actual results to differ materially from the statements contained herein. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this press release, including those described in the “Risk Factors” section of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, the Registration Statement on Form S-8 and other documents filed from time to time with the United States Securities and Exchange Commission by Cutera. All information in this press release is as of the date of its release. Accordingly, undue reliance should not be placed on forward-looking statements. Cutera undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Contact:

Cutera, Inc.
Anne Werdan
Director, Investor Relations
415-657-5500
awerdan@cutera.com

XML

Document And Entity Information	May 13, 2021
Document Information [Line Items]
Entity, Registrant Name	Cutera, Inc.
Document, Type	8-K
Document, Period End Date	May 13, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-50644
Entity, Tax Identification Number	77-0492262
Entity, Address, Address Line One	3240 Bayshore Blvd.
Entity, Address, City or Town	Brisbane
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	94005
City Area Code	415
Local Phone Number	657-5500
Title of 12(b) Security	Common Stock
Trading Symbol	CUTR
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001162461