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 its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification Number) |
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (
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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
|
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. |
On October 4, 2021, Treace Medical Concepts, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) has, based on the recommendation of the Board’s Nominating, Compliance and Governance Committee (the “NCG Committee”), appointed Betsy Hanna and Deepti Jain to the Company’s Board effective October 1, 2021. Ms. Hanna will serve on the Compensation and NCG Committees, and Ms. Jain will serve on the Audit and NCG Committees. Ms. Jain will serve as a Class I director whose term will expire at the Company’s 2022 Annual Meeting of Stockholders, and Ms. Hanna will serve as a Class II director whose term will expire at the Company’s 2023 Annual Meeting of Stockholders.
Ms. Hanna and Ms. Jain will be eligible to participate in the Company’s non-employee director compensation program, which compensation program was described in the Company’s final prospectus filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2021. Each of Ms. Hanna and Ms. Jain have also entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 19, 2021.
The Board has determined that each of Ms. Hanna and Ms. Jain qualify as independent directors under the rules and regulations of the Nasdaq Global Select Market.
There is no arrangement or understanding between Ms. Hanna or Ms. Jain and any other person pursuant to which Ms. Hanna or Ms. Jain were selected as directors on the Board, nor are Ms. Hanna or Ms. Jain members of the family of any executive officer of the Company or of any other director on the Board. There have been no transactions, proposed or otherwise, in which Ms. Hanna or Ms. Jain participated or will participate that would be required to be disclosed herein pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the appointment of Ms. Hanna and Ms. Jain to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
|
Item 9.01 |
Financial Statements and Exhibits.
|
|
|
Exhibit No. |
|
Description |
|
99.1 |
|
Press Release of Treace Medical Concepts, Inc. issued on October 4, 2021 |
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
TREACE MEDICAL CONCEPTS, INC. |
||
|
|
|
|
|
|||
|
Date: October 4, 2021 |
|
|
|
By: |
|
/s/ Mark L. Hair |
|
|
|
|
|
|
|
Mark L. Hair |
|
|
|
|
|
|
|
Chief Financial Officer |
Exhibit 99.1
Exhibit 99.1
Treace Medical Concepts Appoints New Directors
PONTE VEDRA, Fla. – October 4, 2021—Treace Medical Concepts, Inc. (“Treace” or the “Company”) (NasdaqGS: TMCI), a commercial-stage orthopaedic medical device company driving a paradigm shift in the surgical treatment of Hallux Valgus (commonly known as bunions), today announced the appointment of Betsy Hanna and Deepti Jain to its Board of Directors effective October 1, 2021.
“With decades of combined experience in healthcare leadership, Ms. Hanna and Ms. Jain strengthen the expertise of our Company’s Board of Directors,” said James T. Treace, the Company’s Chairman of the Board. “Our executive leadership and board are pleased to add two individuals with their stellar reputations, and both will undoubtedly help guide us through our next phase of growth, as we continue to strive to drive a paradigm shift in the surgical treatment of bunions and unique related devices for midfoot correction, such as the recently introduced Adductoplasty™ Midfoot Correction System.”
Betsy Hanna said, “It is a pleasure to collaborate with the Board and management of Treace, as we propel the Company forward, driving growth and increased market penetration of the Lapiplasty® system, designed to address the root cause of the bunion. The Company’s recent introduction of its Adductoplasty™ Midfoot Correction System confirms they are actively developing and bringing to market relevant pipeline technologies.”
Ms. Hanna is a global healthcare and biotech executive who has held leadership roles with Fortune 100 companies, as well as start-ups. She has led teams through all stages of the sales process, from product development and launch through significantly increasing sales and market share. Ms. Hanna currently serves as President and Chief Executive Officer and a board member of Clinical Genomics, Inc., a provider of cancer diagnostic solutions. From 2014 to 2018, Ms. Hanna served as President and Chief Operating Officer of Origin, Inc., a clinical-stage biotech company. Ms. Hanna also held positions of increasing responsibility at Johnson & Johnson, including as Vice President of Strategic Marketing and a member of the Global Management Board for J&J Vision Care, where she was responsible for global agency selection and advertising strategy for J&J's largest global consumer brand, Acuvue® contact lenses. Ms. Hanna has a B.S. in Chemical Engineering from the University of Illinois and an M.B.A. from Harvard Business School.
Deepti Jain added, “Treace is uniquely positioned in the surgical bunion market, with increasing surgeon advocacy and clinical data that support the Lapiplasty® procedure. I am gratified to lend my expertise to the Board and management of Treace, as we continue to navigate the industry, building relationships with facilities and providers.”
Ms. Jain has served as a senior executive across a diverse healthcare landscape including pharmacy benefit management (PBM), health plans and hospitals. From 2018 to 2020, Ms. Jain served as President of IngenioRX, the pharmacy benefit management division of Anthem, Inc. (NYSE: ANTM), a publicly-traded health benefits company. Ms. Jain also served as Chief Operating Officer of Pharmacy Solutions for Anthem. Prior to that, Ms. Jain held positions of increasing responsibility, including Senior Vice President & Chief Financial Officer of the Health Plan Division, with Medco Health Solutions, Inc., a publicly traded pharmacy benefits management company. Ms. Jain currently serves on the Board of Directors of Tactile Systems Technology, Inc. (NASDAQ: TCMD), a medical device corporation. Ms. Jain has a B.A. in
Philosophy & Music from Dayanand Anglo Vedic College, India, an M.A. in English Literature from Guru Nanak Dev University, India, and an M.B.A., Finance & Investments from Baruch College, NYC.
About Treace Medical Concepts
Treace Medical Concepts, Inc. is a commercial-stage orthopaedic medical device company with the goal of advancing the standard of care for the surgical management of bunion deformities and related midfoot correction. Bunions are complex 3-dimensional deformities that originate from an unstable joint in the middle of the foot. Treace has pioneered and patented the Lapiplasty® 3D Bunion Correction™ system - a combination of instruments, implants, and surgical methods designed to correct all 3 planes of the bunion deformity and secure the unstable joint, addressing the root cause of the bunion and helping patients get back to their active lifestyles. Treace recently expanded its offering with the Adductoplasty™ Midfoot Correction System, designed for reproducible correction of the midfoot which could provide further support to hallux valgus patients. For more information, please visit www.treace.com.
Contacts:
Treace Medical Concepts
Mark L. Hair
Chief Financial Officer
mhair@treace.net
(904) 373-5940
Investors:
Gilmartin Group
Lynn Lewis or Vivian Cervantes
IR@treace.net