0000806517
false
0000806517
2023-08-17
2023-08-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 17, 2023
PSYCHEMEDICS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware |
1-13738 |
58-1701987 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
289 Great Road, Acton, Massachusetts |
01720 |
(Address of Principal Executive Offices) |
(Zip Code) |
(978) 206-8220
(Registrant's Telephone Number, Including Area Code)
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 Instructions 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. |
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 |
(e) At the 2023 Annual Meeting
of the Board of Directors of Psychemedics Corporation (the “Company”), following the annual stockholders meeting of the Company
held on August 17, 2023 (the “2023 Annual Meeting”), the Compensation Committee of the Board of Directors approved the grant
of 300,000 inducement options to Brian Hullinger, the Company’s newly appointed Chief Executive Officer and President. The inducement
options were described in the Company’s Current Report on Form 8-K filed on July 14, 2023. The exercise price of the options is
$4.64 per share. Copies of the inducement options are attached hereto as 10.1 and 10.2 and incorporated by reference herein.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The final 2023 Annual Meeting results for each of the matters submitted
to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s
definitive proxy statement on Form DEF 14A, filed with the U.S. Securities and Exchange Commission on July 21, 2023 (the “Proxy
Statement”).
Proposal No. 1. Election of Directors. The stockholders elected
six directors to serve until the Company’s 2024 Annual Meeting of Stockholders and until their respective successors are duly elected
and qualified, by the votes set forth in the table below:
Nominees |
|
For |
|
Withheld |
|
Broker
Non-Votes |
Robyn C. Davis |
|
2,898,919 |
|
140,670 |
|
1,228,741 |
Brian Hullinger |
|
2,996,505 |
|
43,084 |
|
1,228,741 |
Peter H. Kamin |
|
2,974,032 |
|
65,557 |
|
1,228,741 |
Darius G. Nevin |
|
2,938,911 |
|
100,678 |
|
1,228,741 |
Andrew M. Reynolds |
|
2,805,910 |
|
233,679 |
|
1,228,741 |
Proposal No. 2. Advisory Vote on Executive Compensation. The
stockholders approved a non-binding advisory resolution to approve executive compensation, as described in the Proxy Statement, by the
votes set forth in the table below:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
2,855,077 |
|
170,531 |
|
13,981 |
|
1,228,741 |
Proposal No. 3. Ratification of Appointment of Independent Registered
Public Accounting Firm. The stockholders ratified the appointment of BDO USA, P.A. as the Company’s independent registered public
accounting firm for the year ending December 31, 2023, by the votes set forth in the table below:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
4,223,842 |
|
36,638 |
|
7,850 |
|
0 |
ITEM 8.01 OTHER EVENTS
On Augst 17, 2023, the Board of Directors
of the Company elected Darius G. Nevin as Chairman of the Board of Directors of the Company. Mr. Nevin succeeded Raymond C. Kubacki, who
retired from the Board on such date.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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.
|
PSYCHEMEDICS CORPORATION |
Dated: August 21, 2023 |
|
|
|
By: |
/s/ Brian Hullinger |
|
|
Brian Hullinger, |
|
|
Chief Executive Officer and President |
Exhibit 10.1
NON QUALIFIED STOCK OPTION AGREEMENT
(TIME-BASED INDUCEMENT GRANT)
NON QUALIFIED STOCK OPTION
AGREEMENT (the “Option Agreement”) made this 17th day of August, 2023 between PSYCHEMEDICS CORPORATION,
a Delaware corporation (hereinafter called the “Corporation”), and Brian Hullinger, an employee or independent contractor
of the Corporation or one or more of its subsidiaries (hereinafter called the “Optionee”).
The Corporation desires, by
affording the Optionee an opportunity to purchase shares of its Common Stock, $.005 par value (hereinafter called the “Common Stock”),
as hereinafter provided, and as an inducement material to the Optionee’s entering into employment as Chief Executive Officer of
the Corporation, in accordance with the terms of the Offer of Employment between Optionee and the Corporation dated July 12, 2023 (hereinafter
called the “Employment Agreement”)
NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed, and do hereby
agree as follows:
1. Grant of Option.
The Corporation hereby irrevocably grants to the Optionee the right and option (hereinafter called the “Option”) to purchase
all or any part of an aggregate of 100,000 shares of the Common Stock (such number being subject to adjustment as provided in paragraph
7 hereof) on the terms and conditions herein set forth. The Option is not intended by the parties hereto to be, and shall not be treated
as, an incentive stock option (as such term is defined under Section 422 of the Internal Revenue Code of 1986 (hereinafter called the
“Code”)) and is granted as an inducement award under Nasdaq Listing Rule 5635(c)(4).
2. Purchase Price.
The purchase price of the shares of the Common Stock covered by the Option shall be $4.64 per share.
3. Term of Option; Exercisability.
The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in paragraph
6 hereof. Except as otherwise provided in paragraph 6 hereof, the Option shall become exercisable as follows: the Option shall become
exercisable with respect to fifty percent (50%) of the shares (50,000 shares) on the first (1st) anniversary of the date hereof,
and the Option shall become exercisable with respect to the remaining fifty percent (50%) of the shares (50,000 shares) on the second
(2nd) anniversary of the date hereof; provided, in the event that Optionee remains employed for six (6) months following the
date hereof and there is a Corporate Event following such six-month period, and (i) the Corporation terminates Optionee’s employment
without Cause or (ii) Optionee resigns Optionee’s employment for Good Reason, in either event within the period commencing three
(3) months prior to the date of a Corporate Event and ending one (1) year after the date of a Corporate Event, then, subject to and in
accordance with the conditions set forth in this Option Agreement and Section 4(b)(ii) of the Employment Agreement, this Option shall
immediately accelerate and become fully exercisable) as of the later of (A) the termination date, or (B) the effective date of the separation
agreement described in Section 4(b)(ii) of the Employment Agreement. The purchase price of the shares as to which the Option shall be
exercised shall be paid at the time of exercise as provided in paragraph 8 hereof.
4. Non-transferability.
The Option shall not be transferable otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined in the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended or the regulations
thereunder. Subject to the foregoing, the Option may be exercised, during the lifetime of the Optionee, only by him. More particularly
(but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof,
and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect.
5. Registration of Shares.
The Corporation may, in its discretion, require as conditions to the right to exercise this Option that (a) a registration statement under
the Securities Act of 1933, as amended, shall be in effect and current with respect to the shares issuable upon exercise of this Option,
or (b) the Optionee has given to the Corporation prior to the purchase of any shares pursuant hereto, assurances satisfactory to it that
such shares are being purchased for the purpose of investment and not with a view to or for sale in connection with any distribution thereof,
including without limitation, a written agreement of the Optionee that the shares shall not be transferred unless registered under the
Securities Act of 1933, as amended, or unless counsel for the Corporation gives a written opinion that such transfer is permissible under
Federal and State law without registration.
6. Termination of Business
Relationship. Except as otherwise provided in this paragraph, the Option shall terminate and be canceled on the first to occur of
the expiration date of this Option as set forth in paragraph 3 hereof or the date which is three (3) months following the date on which
the Optionee ceases to be an employee, director or independent contractor of the Corporation or one or more of its subsidiaries (the “Business
Relationship”). The Option shall be exercisable during such three month period to the extent it was exercisable on the date of such
termination. In the event that the Business Relationship shall be terminated on account of the Optionee's death or permanent disability
(as such term is defined in Section 22(e)(3) of the Code), the Option may be exercised by the Optionee or, by his heirs, legatees, or
legal representatives, as the case may be, during its specified term prior to one (1) year after the date of death or permanent disability,
but in any event not later than ten (10) years from the date hereof, with respect to such number of shares as were exercisable on the
date of death or the date of such permanent disability, in each case, plus such number of shares as to which the Option would have become
exercisable during such following one (1) year period but for such termination on account of death or permanent disability. So long as
the Business Relationship shall continue, the Option shall not be affected by any change of duties or position. Nothing in this Option
Agreement shall confer upon the Optionee any right to continue the Business Relationship or interfere in any way with the right of the
Corporation or any such subsidiary to terminate the Business Relationship at any time.
7. Changes in Capital Structure.
(a)
Dilution and Other Adjustments. Notwithstanding any other provision of this Option Agreement, in the event of any change
in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination
or exchange of shares, or other similar corporate change (including a Corporate Event), an equitable adjustment shall be made, as determined
by the Committee, so as to preserve, without increasing or decreasing, the value of the Option. Such adjustments shall be made by the
Committee and shall be conclusive and binding for all purposes of this Option Agreement.
(b)
Corporate Event. Upon any Corporate Event, in lieu of providing the adjustment set forth in paragraph 7(a) above, the Committee
may, in its discretion, cancel any or all vested and/or unvested Options as of the consummation of such Corporate Event, and provide that
holders of vested Options so cancelled will receive a payment in respect of cancellation of their Options based on the amount of the per
share consideration being paid for the Stock in connection with such Corporate Event, less, the applicable exercise price; provided, however,
that the Optionee shall only be entitled to consideration in respect of cancellation of such Option if the per share consideration less
the applicable exercise price is greater than zero. Payments to holders pursuant to the preceding sentence shall be made in cash, or,
in the sole discretion of the Committee, in such other consideration necessary for a holder of this Option to receive property, cash or
securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately
prior to such transaction, the holder of the number of shares of Stock covered by the Option at such time.
(c)
Other Treatment of Options. Subject to any greater rights granted to Optionee under subparagraphs (a), or (b), in the event
of a Corporate Event, any outstanding Options shall be treated as provided in the applicable agreement or plan of merger, consolidation,
dissolution, liquidation or sale of assets.
8. Method of Exercising
Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation
at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number
of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time,
this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies.
Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods
of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee
shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate
exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile
transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions
to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the
exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the
Fair Market Value of such stock on the date of exercise. The certificate or certificates or book entries as applicable, for the shares
as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option,
(or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate
or certificates or book entry shall be registered in the name of the Optionee and another person jointly, with the right of survivorship)
and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the
Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Option Agreement), such
notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
9. General. The Corporation
shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as shall be sufficient
to satisfy the requirements of this Option Agreement, shall pay all original issue taxes with respect to the issue of shares pursuant
hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith, and shall from time to time use
its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Corporation, shall be applicable thereto.
The Corporation makes no representation or warranty that this Option or shares issued pursuant hereto qualify under any Federal or State
law for any special tax treatment. This Option, and the rights granted to the Optionee hereunder shall be subject to forfeiture to the
Corporation in accordance with any policy that may hereafter be promulgated by the Corporation to comply with the requirements of Section 10D(b)(2)
of the Securities Exchange Act of 1934, as amended.
10. Notices.
Any notices required or permitted by the terms of this Option Agreement shall be given by recognized courier service, facsimile,
registered or certified mail, return receipt requested, addressed as follows:
If to the Corporation:
Psychemedics Corporation
289 Great Road
Acton, Massachusetts 01720
Attention: Principal Financial Officer
If to the Optionee to the last known address provided
to the Human Resources department by the Optionee or to such other address or addresses of which notice in the same manner has previously
been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized
courier service or three business days following mailing by registered or certified mail.
11. Data Privacy.
By entering into this Option Agreement, the Optionee: (i) authorizes the Corporation and each Affiliate, and any agent of the
Corporation or any Affiliate facilitating the grant or administration of the Option, to disclose to the Corporation or any of its
Affiliates such information and data as the Corporation or any such Affiliate shall request in order to facilitate the grant or
administration of the Option; and (ii) authorizes the Corporation and each Affiliate to store and transmit such information in
electronic form for the purposes set forth in this Option Agreement.
12. Clawback.
Notwithstanding anything to the contrary contained in this Option Agreement, the Corporation may recover from the Optionee any
compensation received from the Option or the exercise of the Option or cause the Optionee to forfeit the Option (whether or not then
exercisable) or the underlying shares in accordance with any forfeiture or clawback policy established by the Corporation generally
for executives from time to time.
13.
Definitions.
(a)
As used herein, “Affiliate” means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary
of the Corporation, direct or indirect.
(b)
As used herein, “Board” shall mean the Board of Directors of the Corporation.
(c)
As used herein, “Committee” shall mean the Compensation Committee of the Board or such other committee of the Board
consisting of such members (not less than two) of the Board as are appointed from time to time by the Board, each of the members of which,
at the time of any action under the this Option Agreement, shall be (i) a “non-employee director” as then defined under Rule
16b-3 under the Act (or meeting comparable requirements of any successor rule relating to exemption from Section 16(b) of the Act), and
(ii) an “independent director” as then defined under the rules of the Nasdaq Stock Market (or meeting comparable requirements
of any stock exchange on which the Corporation’s Common Stock may then be listed). All references in this Option Agreement to the
“Committee” shall mean the Board if no Committee has been appointed.
(d)
As used herein, “Corporate Event” shall mean (i) a merger or consolidation in which the Corporation is not the surviving
corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Corporation in a different
jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Corporation and the Awards granted
under the Option Agreement are assumed or replaced by the successor corporation), (ii) a dissolution or liquidation of the Corporation,
(iii) the sale of substantially all of the assets of the Corporation, (iv) a merger in which the Corporation is the surviving corporation
but after which the stockholders of the Corporation immediately prior to such merger (other than any stockholder that merges, or which
owns or controls another corporation that merges, with the Corporation in such merger) cease to own their shares or other equity interest
in the Corporation; or (v) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the
Code wherein the stockholders of the Corporation give up all of their equity interest in the Corporation (except for the acquisition,
sale or transfer of all or substantially all of the outstanding shares of the Corporation).
(e)
As used herein, “Fair Market Value” of a share of Common Stock of the Corporation on any date shall mean the closing
price of the Common Stock on the trading day coinciding with such date, or if not trading on such date, then the closing price as of the
next following trading day. If shares of the Common Stock shall not have been traded on any national exchange or interdealer quotation
system for more than 10 days immediately preceding such date or if deemed appropriate by the Committee for any other reason, the fair
market value of shares of Common Stock shall be determined by the Committee in such other manner as it may deem appropriate.
(f)
As used herein, “subsidiary” shall mean any present or future corporation which would be a “subsidiary corporation”
of the Corporation, as the term is defined in Section 424 of the Code.
(g)
Any term used herein and not defined in this Option Agreement but defined in the Employment Agreement, shall have the meaning set
forth in the Employment Agreement.
14. Section 409A of
the Code. This Option Agreement is intended to comply with the provisions of Section 409A of the Code to the extent they
are applicable and shall be administered in a manner consistent with this intent. Without limiting the foregoing, any requirements
imposed under the Treasury Regulations promulgated under said Section 409A as finally adopted, in order for the Option granted
hereunder to remain in compliance with said Section 409A, are hereby incorporated by reference into this Option Agreement. The
parties agree that this Option Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully
comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided
hereunder without additional cost to either party. The Corporation makes no representation or warranty and shall have no liability
to the Optionee or any other person if any provisions of this Option Agreement are determined to constitute deferred compensation
subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.
15. Withholding
Taxes. If the Corporation in its discretion determines that it is obligated to withhold any tax in connection with the exercise
of this Option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired
pursuant to this Option, the Optionee hereby agrees that the Corporation may withhold from the Optionee’s remuneration the
appropriate amount of tax. At the discretion of the Corporation, the amount required to be withheld may be withheld in cash from
such remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this
Option. The Optionee further agrees that, if the Corporation does not withhold an amount from the Optionee’s remuneration
sufficient to satisfy the withholding obligation of the Corporation, the Optionee shall make reimbursement on demand, in cash, for
the amount underwithheld.
16. Governing
Law. This Option Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Option
Agreement, the parties hereby consent to exclusive jurisdiction in the state of Delaware and agree that such litigation shall be
conducted in the state courts of the state of Delaware or the federal courts of the United States for the District of Delaware.
17. Miscellaneous.
If any provision of this Option Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent
that this is impossible, then such provision shall be deemed to be excised from this Option Agreement, and the validity, legality
and enforceability of the rest of this Option Agreement shall not be affected thereby. The terms of this Option Agreement may be
modified or amended by the Administrator; provided that any modification or amendment of this Option Agreement shall not, without
the consent of the Optionee, adversely affect the Optionee’s rights under this Option Agreement. The terms and provisions of
this Option Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver
or consent with respect to any other terms or provisions of this Option Agreement, whether or not similar. Each such waiver or
consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a
continuing waiver or consent. This Option Agreement and the relevant provisions of the Employment Agreement embody the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings relating to the subject matter hereof.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Corporation has caused this Option Agreement to be duly executed by its officer thereunto duly authorized, and the Optionee has hereunto
set his hand and seal all on the day and year first above written.
|
PSYCHEMEDICS CORPORATION |
|
|
|
|
|
By: /s/ Darius G. Nevin |
|
Name: Darius G. Nevin |
|
Title: Chairman |
|
|
|
|
|
OPTIONEE |
|
|
|
/s/ Brian Hullinger |
|
Brian Hullinger |
7
Exhibit 10.2
NON QUALIFIED STOCK OPTION AGREEMENT
(PERFORMANCE-BASED INDUCEMENT GRANT)
NON QUALIFIED STOCK OPTION
AGREEMENT (the “Option Agreement”) made this 17th day of August, 2023 between PSYCHEMEDICS CORPORATION,
a Delaware corporation (hereinafter called the “Corporation”), and Brian Hullinger, an employee or independent contractor
of the Corporation or one or more of its subsidiaries (hereinafter called the “Optionee”).
The Corporation desires, by
affording the Optionee an opportunity to purchase shares of its Common Stock, $.005 par value (hereinafter called the “Common Stock”),
as hereinafter provided, and as an inducement material to the Optionee’s entering into employment as Chief Executive Officer of
the Corporation, in accordance with the terms of the Offer of Employment between Optionee and the Corporation dated July 12, 2023 (hereinafter
called the “Employment Agreement”)
NOW, THEREFORE, in consideration
of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed, and do hereby
agree as follows:
1. Grant of Option.
The Corporation hereby irrevocably grants to the Optionee the right and option (hereinafter called the “Option”) to purchase
all or any part of an aggregate of 200,000 shares of the Common Stock in two equal tranches of 100,000 shares (such number being subject
to adjustment as provided in paragraph 7 hereof) on the terms and conditions herein set forth. The Option is not intended by the parties
hereto to be, and shall not be treated as, an incentive stock option (as such term is defined under Section 422 of the Internal Revenue
Code of 1986 (hereinafter called the “Code”)) and is granted as an inducement award under Nasdaq Listing Rule 5635(c)(4).
2. Purchase Price.
The purchase price of the shares of the Common Stock covered by the Option shall be $4.64 per share.
3. Term of Option; Exercisability.
The term of the Option shall be for a period of ten (10) years from the date hereof, subject to earlier termination as provided in paragraph
6 hereof. Except as otherwise provided in paragraph 6 hereof, the Option shall become exercisable as follows:
(a) The first 100,000 share
tranche (the “$5.50 VWAP Options”) will become exercisable in full as of the date on which the volume weighted average price
(“VWAP”) of the Corporation’s Common Stock on Nasdaq shall have remained above $5.50 per share for sixty (60) consecutive
days in any period within three (3) years following the date hereof (the “Initial Stock Price Performance Hurdle”), provided
that for purposes of this Section 3(a), the VWAP for any day that is not a trading day shall be the VWAP of the most recently preceding
trading day. Subject to the provisions of subsection (c) below, in the event the Initial Stock Price Performance Hurdle is not achieved
by the third (3rd) anniversary date of this Option Agreement, the $5.50 VWAP Options will expire and be cancelled as of such
third (3rd) anniversary date and the Optionee will not be entitled to exercise the $5.50 VWAP Options or any portion thereof
and will not be entitled to receive any consideration for the 5.50 VWAP Options.
(b) The second 100,000 share
tranche (the “$6.50 VWAP Options”) will become exercisable in full on the date on which the VWAP of the Corporation’s
Common Stock on Nasdaq shall have remained above $6.50 per share for a period of sixty (60) consecutive days in any period within four
(4) years following the date hereof (the “Subsequent Stock Price Performance Hurdle”), provided that for purposes of
this Section 3(b), the VWAP for any day that is not a trading day shall be the VWAP for the most recently preceding trading day. Subject
to the provisions of subsection (c) below, in the event the Subsequent Stock Price Performance Hurdle is not achieved by the fourth (4th)
anniversary date of this Option Agreement, the $6.50 VWAP Options will expire and be cancelled as of such fourth (4th) anniversary
date and the Optionee will not be entitled to exercise the $6.50 VWAP Options or any portion thereof and will not be entitled to receive
any consideration for the $6.50 VWAP Options.
(c) Notwithstanding the foregoing,
in the event that the Corporation consummates a Corporate Event which is also a sale of the Corporation (a “Corporate Sale Event”):
(i) if the Corporate Event occurs within three (3) years following the date of grant of the $5.50 VWAP Options and the “Corporate
Sale Event Vesting Price” (as defined below) equals or exceeds $5.50 per share, then the $5.50 VWAP Options will vest immediately
upon the closing of the Corporate Sale Event; and (ii) if the Corporate Event occurs within four (4) years following the date of grant
of the $6.50 VWAP Options and the Corporate Sale Event Vesting Price equals or exceeds $6.50 per share, then the $6.50 VWAP Options will
vest immediately upon the closing of the Corporate Sale Event. For purposes of this paragraph, the “Corporate Sale Event Vesting
Price” is the per share value received by the Corporation’s shareholders in the Corporate Sale Event; provided that
for purposes of calculating the per share value received by the Corporation’s shareholders, cash consideration would be valued at
par, any publicly traded securities received as consideration would be valued at their 60 day volume weighted average price (the “Corporate
Sale Event VWAP”) of the acquiring company’s common stock on a national securities exchange as of the closing date of the
Corporate Sale Event, and any securities that are not publicly traded or for which a Corporate Sale Event VWAP cannot be calculated will
be valued by the Corporation in its reasonable judgment.
4. Non-transferability.
The Option shall not be transferable otherwise than by will or the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined in the Code, or Title I of the Employee Retirement Income Security Act of 1974, as amended or the regulations
thereunder. Subject to the foregoing, the Option may be exercised, during the lifetime of the Optionee, only by him. More particularly
(but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, or similar
process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof,
and the levy of any execution, attachment, or similar process upon the Option shall be null and void and without effect.
5. Registration of Shares.
The Corporation may, in its discretion, require as conditions to the right to exercise this Option that (a) a registration statement under
the Securities Act of 1933, as amended, shall be in effect and current with respect to the shares issuable upon exercise of this Option,
or (b) the Optionee has given to the Corporation prior to the purchase of any shares pursuant hereto, assurances satisfactory to it that
such shares are being purchased for the purpose of investment and not with a view to or for sale in connection with any distribution thereof,
including without limitation, a written agreement of the Optionee that the shares shall not be transferred unless registered under the
Securities Act of 1933, as amended, or unless counsel for the Corporation gives a written opinion that such transfer is permissible under
Federal and State law without registration.
6. Termination of Business
Relationship. Except as otherwise provided in this paragraph, the Option shall terminate and be canceled on the first to occur of
the expiration date of this Option as set forth in paragraph 3 hereof or the date which is three (3) months following the date on which
the Optionee ceases to be an employee, director or independent contractor of the Corporation or one or more of its subsidiaries (the “Business
Relationship”). The Option shall be exercisable during such three month period to the extent it was exercisable on the date of such
termination. In the event that the Business Relationship shall be terminated on account of the Optionee's death or permanent disability
(as such term is defined in Section 22(e)(3) of the Code), the Option may be exercised by the Optionee or, by his heirs, legatees, or
legal representatives, as the case may be, during its specified term prior to one (1) year after the date of death or permanent disability,
but in any event not later than ten (10) years from the date hereof, with respect to such number of shares as were exercisable on the
date of death or the date of such permanent disability, in each case, plus such number of shares as to which the Option would have become
exercisable during such following one (1) year period but for such termination on account of death or permanent disability. So long as
the Business Relationship shall continue, the Option shall not be affected by any change of duties or position. Nothing in this Option
Agreement shall confer upon the Optionee any right to continue the Business Relationship or interfere in any way with the right of the
Corporation or any such subsidiary to terminate the Business Relationship at any time.
7. Changes in Capital Structure.
(a)
Dilution and Other Adjustments. Notwithstanding any other provision of this Option Agreement, in the event of any change
in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination
or exchange of shares, or other similar corporate change (including a Corporate Event), an equitable adjustment shall be made, as determined
by the Committee, so as to preserve, without increasing or decreasing, the value of the Option. Such adjustments shall be made by the
Committee and shall be conclusive and binding for all purposes of this Option Agreement.
(b)
Corporate Event. Upon any Corporate Event, in lieu of providing the adjustment set forth in paragraph 7(a) above, the Committee
may, in its discretion, cancel any or all vested and unvested Options as of the consummation of such Corporate Event, and provide that
holders of vested Options so cancelled will receive a payment in respect of cancellation of their Options based on the amount of the per
share consideration being paid for the Stock in connection with such Corporate Event, less, the applicable exercise price; provided, however,
that the Optionee shall only be entitled to consideration in respect of cancellation of such Option if the per share consideration less
the applicable exercise price is greater than zero. Payments to holders pursuant to the preceding sentence shall be made in cash, or,
in the sole discretion of the Committee, in such other consideration necessary for a holder of this Option to receive property, cash or
securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately
prior to such transaction, the holder of the number of shares of Stock covered by the Option at such time.
(c)
Other Treatment of Options. Subject to any greater rights granted to Optionee under subparagraphs (a), or (b), in the event
of a Corporate Event, any outstanding Options shall be treated as provided in the applicable agreement or plan of merger, consolidation,
dissolution, liquidation or sale of assets.
8. Method of Exercising
Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice to the Corporation
at its principal business address attention of the Secretary. Such notice shall state the election to exercise the Option and the number
of shares in respect of which it is being exercised, and shall be signed by the person or persons so exercising the Option. At that time,
this Option Agreement shall be turned in to the Corporation for action by the Corporation to reduce the number of shares to which it applies.
Such notice shall be accompanied by payment in cash or by check, or by shares of the Common Stock, or by a combination of these methods
of payment. Payment may also be made by delivery of a notice of “net exercise” to the Corporation, pursuant to which the Optionee
shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate
exercise price of the Option divided by the Fair Market Value on the date of exercise, or by delivery (including delivery by facsimile
transmission) to the Corporation or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions
to a broker-dealer to sell a sufficient portion of the shares and deliver the sale proceeds directly to the Corporation to pay for the
exercise price. In the event that payment is made in shares of the Common Stock, the per share value of the Common Stock shall be the
Fair Market Value of such stock on the date of exercise. The certificate or certificates or book entries as applicable, for the shares
as to which the Option shall have been so exercised shall be registered in the name of the person or persons so exercising the Option,
(or, if the Option shall be exercised by the Optionee and if the Optionee shall so request in the notice exercising the Option, the certificate
or certificates or book entry shall be registered in the name of the Optionee and another person jointly, with the right of survivorship)
and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the
Option shall be exercised by any person or persons other than the Optionee (to the extent permitted under this Option Agreement), such
notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
9. General. The Corporation
shall at all times during the term of the Option reserve and keep available such number of shares of Common Stock as shall be sufficient
to satisfy the requirements of this Option Agreement, shall pay all original issue taxes with respect to the issue of shares pursuant
hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith, and shall from time to time use
its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Corporation, shall be applicable thereto.
The Corporation makes no representation or warranty that this Option or shares issued pursuant hereto qualify under any Federal or State
law for any special tax treatment. This Option, and the rights granted to the Optionee hereunder shall be subject to forfeiture to the
Corporation in accordance with any policy that may hereafter be promulgated by the Corporation to comply with the requirements of Section 10D(b)(2)
of the Securities Exchange Act of 1934, as amended.
10.
Notices. Any notices required or permitted by the terms of this Option Agreement shall be given by recognized courier service,
facsimile, registered or certified mail, return receipt requested, addressed as follows:
If to the Corporation:
Psychemedics Corporation
289 Great Road
Acton, Massachusetts 01720
Attention: Principal Financial Officer
If to the Optionee to the last known address provided
to the Human Resources department by the Optionee or to such other address or addresses of which notice in the same manner has previously
been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized
courier service or three business days following mailing by registered or certified mail.
11. Data Privacy.
By entering into this Option Agreement, the Optionee: (i) authorizes the Corporation and each Affiliate, and any agent of the
Corporation or any Affiliate facilitating the grant or administration of the Option, to disclose to the Corporation or any of its
Affiliates such information and data as the Corporation or any such Affiliate shall request in order to facilitate the grant or
administration of the Option; and (ii) authorizes the Corporation and each Affiliate to store and transmit such information in
electronic form for the purposes set forth in this Option Agreement.
12. Clawback.
Notwithstanding anything to the contrary contained in this Option Agreement, the Corporation may recover from the Optionee any
compensation received from the Option or the exercise of the Option or cause the Optionee to forfeit the Option (whether or not then
exercisable) or the underlying shares in accordance with any forfeiture or clawback policy established by the Corporation generally
for executives from time to time.
13. Definitions.
(a)
As used herein, “Affiliate” means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary
of the Corporation, direct or indirect.
(b)
As used herein, “Board” shall mean the Board of Directors of the Corporation.
(c)
As used herein, “Committee” shall mean the Compensation Committee of the Board or such other committee of the Board
consisting of such members (not less than two) of the Board as are appointed from time to time by the Board, each of the members of which,
at the time of any action under the this Option Agreement, shall be (i) a “non-employee director” as then defined under Rule
16b-3 under the Act (or meeting comparable requirements of any successor rule relating to exemption from Section 16(b) of the Act), and
(ii) an “independent director” as then defined under the rules of the Nasdaq Stock Market (or meeting comparable requirements
of any stock exchange on which the Corporation’s Common Stock may then be listed). All references in this Option Agreement to the
“Committee” shall mean the Board if no Committee has been appointed.
(d)
As used herein, “Corporate Event” shall mean (i) a merger or consolidation in which the Corporation is not the surviving
corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Corporation in a different
jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Corporation and the Awards granted
under the Option Agreement are assumed or replaced by the successor corporation), (ii) a dissolution or liquidation of the Corporation,
(iii) the sale of substantially all of the assets of the Corporation, (iv) a merger in which the Corporation is the surviving corporation
but after which the stockholders of the Corporation immediately prior to such merger (other than any stockholder that merges, or which
owns or controls another corporation that merges, with the Corporation in such merger) cease to own their shares or other equity interest
in the Corporation; or (v) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the
Code wherein the stockholders of the Corporation give up all of their equity interest in the Corporation (except for the acquisition,
sale or transfer of all or substantially all of the outstanding shares of the Corporation).
(e)
As used herein, “Fair Market Value” of a share of Common Stock of the Corporation on any date shall mean the closing
price of the Common Stock on the trading day coinciding with such date, or if not trading on such date, then the closing price as of the
next following trading day. If shares of the Common Stock shall not have been traded on any national exchange or interdealer quotation
system for more than 10 days immediately preceding such date or if deemed appropriate by the Committee for any other reason, the fair
market value of shares of Common Stock shall be determined by the Committee in such other manner as it may deem appropriate.
(f)
As used herein, “subsidiary” shall mean any present or future corporation which would be a “subsidiary corporation”
of the Corporation, as the term is defined in Section 424 of the Code.
(g)
Any term used herein and not defined in this Option Agreement but defined in the Employment Agreement, shall have the meaning set
forth in the Employment Agreement.
14. Section
409A of the Code. This Option Agreement is intended to comply with the provisions of Section 409A of the Code to the extent
they are applicable and shall be administered in a manner consistent with this intent. Without limiting the foregoing, any
requirements imposed under the Treasury Regulations promulgated under said Section 409A as finally adopted, in order for
the Option granted hereunder to remain in compliance with said Section 409A, are hereby incorporated by reference into this
Option Agreement. The parties agree that this Option Agreement may be amended, as reasonably requested by either party, and as may
be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments
and benefits provided hereunder without additional cost to either party. The Corporation makes no representation or warranty and
shall have no liability to the Optionee or any other person if any provisions of this Option Agreement are determined to constitute
deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such
Section.
15. Withholding
Taxes. If the Corporation in its discretion determines that it is obligated to withhold any tax in connection with the exercise
of this Option, or in connection with the transfer of, or the lapse of restrictions on, any Common Stock or other property acquired
pursuant to this Option, the Optionee hereby agrees that the Corporation may withhold from the Optionee’s remuneration the
appropriate amount of tax. At the discretion of the Corporation, the amount required to be withheld may be withheld in cash from
such remuneration or in kind from the Common Stock or other property otherwise deliverable to the Optionee on exercise of this
Option. The Optionee further agrees that, if the Corporation does not withhold an amount from the Optionee’s remuneration
sufficient to satisfy the withholding obligation of the Corporation, the Optionee shall make reimbursement on demand, in cash, for
the amount underwithheld.
16. Governing
Law. This Option Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Option
Agreement, the parties hereby consent to exclusive jurisdiction in the state of Delaware and agree that such litigation shall be
conducted in the state courts of the state of Delaware or the federal courts of the United States for the District of Delaware.
17. Miscellaneous.
If any provision of this Option Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such
provision or provisions shall be modified to the extent necessary to make such provision valid and enforceable, and to the extent
that this is impossible, then such provision shall be deemed to be excised from this Option Agreement, and the validity, legality
and enforceability of the rest of this Option Agreement shall not be affected thereby. The terms of this Option Agreement may be
modified or amended by the Administrator; provided that any modification or amendment of this Option Agreement shall not, without
the consent of the Optionee, adversely affect the Optionee’s rights under this Option Agreement. The terms and provisions of
this Option Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party
entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver
or consent with respect to any other terms or provisions of this Option Agreement, whether or not similar. Each such waiver or
consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a
continuing waiver or consent. This Option Agreement and the relevant provisions of the Employment Agreement embody the entire
agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or
written agreements and understandings relating to the subject matter hereof.
IN WITNESS WHEREOF,
the Corporation has caused this Option Agreement to be duly executed by its officer thereunto duly authorized, and the Optionee has hereunto
set his hand and seal all on the day and year first above written.
|
PSYCHEMEDICS CORPORATION |
|
|
|
|
|
By: /s/ Darius G. Nevin |
|
Name: Darius G. Nevin |
|
Title: Chairman |
|
|
|
|
|
OPTIONEE |
|
|
|
/s/ Brian Hullinger |
|
Brian Hullinger |
8
EXHIBIT
99.1
Psychemedics
Corporation Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)
ACTON, Mass., Aug. 18, 2023 (GLOBE NEWSWIRE) -- Psychemedics Corporation (NASDAQ: PMD),
the world’s largest provider of hair testing for drugs of abuse, announced the grant of inducement awards to its newly appointed
President and Chief Executive Officer, Brian Hullinger, upon his entering into employment with the Company in accordance with Nasdaq
Listing Rule 5635(c)(4). Mr. Hullinger received an inducement grant option to purchase up to 300,000 shares of common stock. The inducement
awards were granted on August 17, 2023, Mr. Hullinger’s hire date as the Chief Executive Officer, and also the date on which he
was elected to the Psychemedics Corporation Board of Directors. The options have a ten-year term and an exercise price of $4.65 per
share, the closing price per share of Psychemedics Corporation common stock as reported by Nasdaq on August 17, 2023. The options were
awarded in three tranches. Under the first tranche, option awards covering up to 100,000 shares vest over two years, with 50% of the
original number of shares underlying the option vesting on the one-year anniversary of the date of grant and 50% on the two-year anniversary
of the grant, subject to Mr. Hullinger’s continued service with the Company through the applicable vesting dates. Under the second
and third tranches, options to acquire 100,000 shares each were granted and each becomes exercisable in full only upon the attainment
and continuation in effect for a specified period of time of a particular stock price on the Nasdaq Stock Market.
Psychemedics
Corporation is the world’s largest provider of hair testing for the detection of drugs
of abuse. The Company’s patented process is used by thousands of U.S. and international
clients, including over 10% of the Fortune 500 companies, for pre-employment and random drug
testing. Major police departments, Federal Reserve Banks, schools, and other public entities
also rely on our unique patented drug testing process. We strongly believe our drug testing
method to be superior to any other product currently in use, including traditional urine
testing and other hair testing methods.
The
Psychemedics Corporation web site is www.psychemedics.com
Investor
Relations:
Phone:
978-206-8220
Email: InvestorRelations@Psychemedics.com
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Psychemedics (NASDAQ:PMD)
Historical Stock Chart
From Apr 2024 to May 2024
Psychemedics (NASDAQ:PMD)
Historical Stock Chart
From May 2023 to May 2024