UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|
|
|||
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
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 |
|
|
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.
On August 27, 2021, Roberto Cuca, who currently serves as OraSure Technologies, Inc.’s (the “Company”) Chief Financial Officer, notified the Company of his decision to resign, effective September 17, 2021, in order to pursue another business opportunity. Mr. Cuca’s resignation is not related to any disagreement or dispute with the Company or its Board of Directors on any matter, including the Company’s accounting principles, practices, financial statement disclosures or compliance procedures. The Company has initiated a search for a new permanent Chief Financial Officer. The Company’s Board of Directors has appointed Scott Gleason, who currently serves as Senior Vice President, Investor Relations and Corporate Communications, to serve as the interim Chief Financial Officer and principal financial officer, for the purposes of the Securities Exchange Act of 1934, as amended.
Mr. Gleason has served in his current position as Senior Vice President, Investor Relations and Corporate Communications of the Company since May 2021. Prior to joining the Company, Mr. Gleason served as the Senior Vice President of Investor Relations and Corporate Strategy for Myriad Genetics, Inc., a leading specialty diagnostic laboratory in the United States focused on genetic testing and precision medicine from January 2013 to April 2021. Prior to his tenure at Myriad Genetics, Mr. Gleason was a senior publishing analyst at Stephens, Inc. from 2005 to 2013, covering the life science tools and diagnostics industry. Before joining Stephens, Mr. Gleason was a United States Air Force aircraft maintenance officer and participated in two wartime deployments. Mr. Gleason received a Bachelor of Science degree in Economics from the U.S. Air Force Academy in Colorado Springs, Colorado.
There are no arrangements or understandings between Mr. Gleason and any other persons pursuant to which Mr. Gleason was appointed as interim Chief Financial Officer of the Company. In addition, there are no family relationships between Mr. Gleason and any director or executive officer of the Company, and there are no transactions involving Mr. Gleason requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 – Regulation FD Disclosure.
On September 2, 2021, the Company issued a press release announcing Mr. Cuca’s resignation and appointment of Mr. Gleason as interim Chief Financial Officer. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item and attached Exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The fact that the information and Exhibit are being furnished should not be deemed an admission as to the materiality of any information contained therein. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report or attached Exhibit.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
|
|
|
|
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: September 2, 2021 |
|
By: |
|
/s/ Jack E. Jerrett |
|
|
|
|
Jack E. Jerrett |
|
|
|
|
Senior Vice President, General Counsel and Secretary |
EXHIBIT 99.1
Investor Contact: Scott Gleason Interim CFO & SVP Investor Relations & Corporate Communications 484-425-0588 sgleason@orasure.com |
Media Contact: Amy Koch Sr. Mgr. Corporate Communications 484-523-1815 media@orasure.com |
OraSure Technologies Announces Resignation of CFO Roberto Cuca and Succession Plan
Scott Gleason, SVP, Investor Relations and Corporate Communications, Will Serve as Interim CFO
BETHLEHEM, PA., September 2, 2021 (Globe Newswire) – OraSure Technologies, Inc. (NASDAQ: OSUR), a global leader in point-of-care testing and sample collection technologies, announced that Chief Financial Officer Roberto Cuca has resigned from the Company effective September 17, 2021. The Company has initiated a search for a permanent Chief Financial Officer with the capabilities and qualifications to support the Company’s strategic goals. Both internal and external candidates will be evaluated.
Mr. Cuca resigned to pursue an opportunity within the healthcare industry. Mr. Cuca’s departure is not related to any disagreements or disputes with the management or the Board of Directors of the Company on any matters including the Company’s accounting principles, practices, financial statement disclosures, or compliance procedures.
“I would like to thank Roberto for his service to the Company and wish him well in his future endeavors,” said OraSure President and CEO Stephen Tang, Ph.D. “We remain confident in the outlook for the Company as we have seen significant recent demand for our InteliSwab™ COVID-19 Rapid Test and continuing recovery of our core businesses. As an executive team, we are also focused on our current strategic review process with an eye toward driving long-term growth and shareholder value.”
Scott Gleason, who currently serves as the Senior Vice President, Investor Relations and Corporate Communications, will serve as the interim CFO while the Company conducts its search process. Prior to joining OraSure, Mr. Gleason served as the Senior Vice President of Investor Relations and Corporate Strategy for Myriad Genetics, Inc., a leading specialty diagnostic laboratory in the United States focused on genetic testing and precision medicine. At Myriad, he managed the investor relations and corporate communications functions, led the annual strategic planning process, and was a member of the Company's strategic committee. Prior to his tenure with Myriad Genetics, Mr. Gleason was a senior publishing analyst at Stephens, Inc., from 2005 to 2013 covering the life science tools and diagnostics industry. Before joining Stephens, Inc., Mr. Gleason was a United States Air Force aircraft maintenance officer and participated in two wartime deployments. Mr. Gleason received a Bachelor of Science degree from the U.S. Air Force Academy in Colorado Springs, CO.
About OraSure Technologies
OraSure Technologies empowers the global community to improve health and wellness by providing access to accurate, essential information. OraSure, together with its wholly-owned subsidiaries, DNA Genotek, Diversigen, and Novosanis, 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.
Important Information
This press release contains certain forward-looking statements, including with respect to expected revenues, products, product development activities, regulatory submissions and authorizations and other matters. Forward-looking statements are not guarantees of future performance or results. Known and unknown factors that could cause actual performance or results to be materially different from those expressed or implied in these statements include, but are not limited to: ability to successfully manage and integrate acquisitions of other companies in a manner that complements or leverages our existing business, or otherwise expands or enhances our portfolio of products and our end-to-end service offerings, and the diversion of management’s attention from our ongoing business and regular business responsibilities to effect such integration; the expected economic benefits of acquisitions (and increased returns for our stockholders), including that the anticipated synergies, revenue enhancement strategies and other benefits from the acquisitions may not be fully realized or may take longer to realize than expected and our actual integration costs may exceed our estimates; impact of increased or different risks arising from the acquisition of companies located in foreign countries; ability to market and sell products, whether through our internal, direct sales force or third parties; impact of significant customer concentration in the genomics business; failure of distributors or other customers to meet purchase forecasts, historic purchase levels or minimum purchase requirements for our products; ability to manufacture products in accordance with applicable specifications, performance standards and quality requirements; ability to obtain, and timing and cost of obtaining, necessary regulatory approvals for new products or new indications or applications for existing products; ability to comply with applicable regulatory requirements; ability to effectively resolve warning letters, audit observations and other findings or comments from the U.S. Food and Drug Administration (“FDA”) or other regulators; the impact of the novel coronavirus (“COVID-19”) pandemic on our business and our ability to successfully develop new products, validate the expanded use of existing collector products, receive necessary regulatory approvals and authorizations and commercialize such products for COVID-19 testing; changes in relationships, including disputes or disagreements, with strategic partners or other parties and reliance on strategic partners for the performance of critical activities under collaborative arrangements; ability to meet increased demand for the Company’s products; impact of replacing distributors; inventory levels at distributors and other customers; ability of the Company to achieve its financial and strategic objectives and continue to increase its revenues, including the ability to expand international sales; ability to identify, complete, integrate and realize the full benefits of future acquisitions; impact of competitors, competing products and technology changes; reduction or deferral of public funding available to customers; competition from new or better technology or lower cost products; ability to develop, commercialize and market new products; market acceptance of oral fluid or urine testing, collection or other products; market acceptance and uptake of microbiome informatics, microbial genetics technology and related analytics services; changes in market acceptance of products based on product performance or other
factors, including changes in testing guidelines, algorithms or other recommendations by the Centers for Disease Control and Prevention (“CDC”) or other agencies; ability to fund research and development and other products and operations; ability to obtain and maintain new or existing product distribution channels; reliance on sole supply sources for critical products and components; availability of related products produced by third parties or products required for use of our products; impact of contracting with the U.S. government; impact of negative economic conditions; ability to maintain sustained profitability; ability to utilize net operating loss carry forwards or other deferred tax assets; volatility of the Company’s stock price; uncertainty relating to patent protection and potential patent infringement claims; uncertainty and costs of litigation relating to patents and other intellectual property; availability of licenses to patents or other technology; ability to enter into international manufacturing agreements; obstacles to international marketing and manufacturing of products; ability to sell products internationally, including the impact of changes in international funding sources and testing algorithms; adverse movements in foreign currency exchange rates; loss or impairment of sources of capital; ability to attract and retain qualified personnel; exposure to product liability and other types of litigation; changes in international, federal or state laws and regulations; customer consolidations and inventory practices; equipment failures and ability to obtain needed raw materials and components; the impact of terrorist attacks and civil unrest; and general political, business and economic conditions. These and other factors that could affect our results are discussed more fully in our SEC filings, including our registration statements, Annual Report on Form 10-K for the year ended December 31, 2020, Quarterly Reports on Form 10-Q, and other filings with the SEC. Although forward-looking statements help to provide information about future prospects, readers should keep in mind that forward-looking statements may not be reliable. Readers are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are made as of the date of this press release and OraSure Technologies undertakes no duty to update these statements.