Form 8-K Rockley Photonics Holdin For: Aug 08
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 8, 2022
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(Exact name of registrant as specified in its charter)
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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) | ||||||||
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| 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:
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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 Arrangement of Certain Officers.
(d) Election of Directors
On August 8, 2022, the Board of Directors (the "Board") of Rockley Photonics Holdings Limited (the "Company") appointed Richard Kuntz M.D., M.Sc. as a member of the Board.
Dr. Kuntz brings to the Board a blend of world-class industry, clinical and research experience. Most recently, Dr. Kuntz served as Medtronic’s Senior Vice President, Chief Medical and Scientific Officer. Dr. Kuntz joined Medtronic in 2005 as Senior Vice President and President of Medtronic Neuromodulation, and in 2009 he assumed the role of Chief Clinical and Regulatory Officer. Prior to his 17 years at Medtronic, Dr. Kuntz was the Founder and Chief Scientific Officer of the Harvard Clinical Research Institute and he also served as Associate Professor of Medicine at Harvard Medical School, Chief of the Division of Clinical Biometrics, and an interventional cardiologist in the division of cardiovascular diseases at the Brigham and Women’s Hospital in Boston. Dr. Kuntz also served as a member of the Board of Governors of PCORI (Patient-Centered Outcomes Research Institute) from 2010 to 2018.
Dr. Kuntz graduated from Miami University and received his medical degree from Case Western Reserve University School of Medicine. He completed his residency and chief residency in internal medicine at the University of Texas Southwestern Medical School, Parkland Hospital, Dallas, and then completed fellowships in cardiovascular diseases and interventional cardiology at the Beth Israel Hospital and Harvard Medical School, Boston. Dr. Kuntz received his Master of Science in biostatistics from the Harvard T.H. Chan School of Public Health.
There are no family relationships between Dr. Kuntz and any director or other executive officer of the Company nor are there any transactions between Dr. Kuntz or any member of his family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission. Further, there is no arrangement or understanding between Dr. Kuntz and any other persons or entities pursuant to which Dr. Kuntz was appointed as a director of the Company.
Upon his appointment to the Board, Dr. Kuntz became entitled to compensation pursuant to the Company’s Non-Employee Director Compensation Policy (the “Compensation Policy”). The Compensation Policy provides for annual cash compensation of $45,000 for service on our Board, an additional $10,000 to $20,000 annually for service as the chair of a committee and an additional $5,000 to $10,000 annually for service on a committee in a non-chair capacity.
In addition, pursuant to the Compensation Policy, Dr. Kuntz will receive an initial equity grant of restricted stock units under the Rockley Photonics Holdings Limited 2021 Stock Plan (the “Plan”) on the date of election to the Board with an aggregate grant date value of $220,000. The Compensation Policy also provides for automatic annual equity grants of restricted stock units with an aggregate grant date value of $162,000 on the date of each annual meeting of shareholders.
Item 7.01. Regulation FD Disclosure.
On August 8, 2022, the Company issued a press release entitled “Rockley Photonics Names Richard Kuntz, M.D., to Board of Directors” a copy of which is furnished as Exhibit 99.1 hereto.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
The information furnished in this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
| Rockley Photonics Holdings Limited | ||||||||||||||
| Date: | August 10, 2022 | By: | /s/ Tom Adams | |||||||||||
| Name: | Tom Adams | |||||||||||||
| Title: | General Counsel | |||||||||||||
FOR IMMEDIATE RELEASE
Rockley Photonics Names Richard Kuntz, M.D., to Board of Directors
August 8, 2022
OXFORD, England & PASADENA, Calif. -- Rockley Photonics (NYSE: RKLY), a global leader in photonics-based health monitoring and communications solutions, today announced that it named Richard Kuntz, M.D., M.Sc., to its board of directors. Dr. Kuntz will join the board as an independent director, effective August 8, 2022.
“We are delighted to welcome Richard Kuntz to our board of directors. A proven leader in healthcare, Rick brings a blend of world-class industry, clinical, and research experience that makes him uniquely qualified to serve on our board,” said Dr. Andrew Rickman, chairman and chief executive officer of Rockley Photonics. “His broad background spans multiple aspects of healthcare, from leading Medtronic’s neuromodulation business and subsequently serving as Medtronic’s global chief medical and scientific officer to serving as an associate professor of medicine at Harvard Medical School. Having applied our board skills matrix to assess our existing competencies, we determined that Rick’s academic and industry experience will complement the competencies of our board.”
Prior to his 17 years at Medtronic, Dr. Kuntz was the founder and chief scientific officer of the Harvard Clinical Research Institute, a university-based contract research organization which coordinates National Institutes of Health (NIH) and industry clinical trials with the U.S. Food and Drug Administration. Additionally, he directed numerous multicenter clinical trials and authored more than 250 original peer-reviewed publications.
Additionally, Dr. Kuntz served as an associate professor of medicine at Harvard Medical School, chief of the division of clinical biometrics, and as an interventional cardiologist in the division of cardiovascular diseases at the Brigham and Women’s Hospital in Boston. He also has served as a member of the board of governors of the Patient Centered Outcomes Research Institute (PCORI), part of the Affordable Care Act, from 2010-2018.
Dr. Kuntz also served as an advisor to multiple national and regional committees, including the National Academy of Medicine (NAM): Leadership Consortium for a Value & Science-Driven Health System, and co-chair of the NAM Evidence Mobilization Action Committee; the NIH: National Center for Advancing
Translational Science, and the NIH: Cures Acceleration Network. He is presently serving as a working group member of NIH: Helping to End Addiction Long-term® (HEAL) program.
Dr. Kuntz graduated from Miami University and received his medical degree from Case Western Reserve University School of Medicine. He completed his residency and chief residency in internal medicine at the University of Texas Southwestern Medical School, Parkland Hospital, Dallas, and then completed fellowships in cardiovascular diseases and interventional cardiology at the Beth Israel Hospital and Harvard Medical School, Boston. Dr. Kuntz received his Master of Science in biostatistics from the Harvard T.H. Chan School of Public Health.
Dr. Kuntz’s appointment expands Rockley’s board to nine members.
About Rockley Photonics
A global leader in photonics-based health monitoring and communications solutions, Rockley Photonics is developing a comprehensive range of photonic integrated circuits and associated modules, sensors, and full-stack solutions. From next-generation sensing platforms specifically designed for mobile health monitoring and machine vision to high-speed, high-volume solutions for data communications, Rockley is laying the foundation for a new generation of applications across multiple industries. Rockley believes that photonics will eventually become as pervasive as micro-electronics, and it has developed a platform with the power and flexibility needed to address both mass markets and a wide variety of vertical applications.
Formed in 2013, Rockley is uniquely positioned to support hyper-scale manufacturing and address a multitude of high-volume markets. Rockley has partnered with numerous tier-1 customers across a diverse range of industries to deliver the complex optical systems required to bring transformational products to market.
To learn more about Rockley, visit rockleyphotonics.com.
Media
Debra Raine
RaineMakers
Telephone: +1 415-349-7432
Email: rockley-pr@rainemakers.com
Investors
Gwyn Lauber
Debra Raine
RaineMakers
Telephone: +1 415-349-7432
Email: rockley-pr@rainemakers.com
Investors
Gwyn Lauber
Rockley Photonics
Telephone: +1 626-995-0001
Email: investors@rockleyphotonics.com
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