Hyperfine, Inc. current report, 05 December 2022

Hyperfine, Inc. Form 8-K Summary

Business context and reporting period

Hyperfine, Inc. filed a Current Report on Form 8-K under Item 5.02. The Board amended the Company’s Executive Severance Plan effective December 5, 2022. The report was signed and dated December 9, 2022. The filing concerns executive compensation arrangements and does not report quarterly or annual operating results.

Financial metrics and liquidity

The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating or financial performance metrics.

Material changes

  • The amended Executive Severance Plan added participants effective December 5, 2022.
  • Covered executives are Maria Sainz, Chief Executive Officer; Alok Gupta, Chief Financial Officer; Khan Siddiqui, Chief Medical Officer and Chief Strategy Officer; and Tom Teisseyre, Chief Product Officer.
  • The specific severance multipliers are contained in the plan exhibit and are not stated in the filing’s narrative.

Severance terms, contingencies, and unusual items

  • If the Company terminates a participant without cause outside the 12-month period following a change in control, the participant may receive salary-based severance paid through salary continuation or as a lump sum, plus Company contributions toward COBRA coverage during the severance period.
  • If the Company terminates a participant without cause or the participant resigns for good reason during the 12-month change-in-control period, the participant may receive a lump-sum payment based on then-current base salary and target annual bonus opportunity, multiplied by the applicable change-in-control multiplier.
  • During the change-in-control period, outstanding unvested equity awards become fully vested when the covered termination becomes effective.
  • Benefits require execution and non-revocation of a valid separation and general release of claims.
  • The full amended Executive Severance Plan is filed as Exhibit 10.1.

Investor verification items

  • Review Exhibit 10.1 for the applicable salary, bonus, and change-in-control multipliers, severance periods, and definitions of cause, good reason, and change in control.
  • Assess potential cash obligations, COBRA costs, and accelerated equity vesting if covered executives are terminated or leave following a change in control.
  • Confirm whether the amended plan represents a material change from the prior plan and identify any additional participants or revised terms.