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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): February 12, 2025

Cutera-Logo_CMYK-Navy.jpg
Cutera, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-50644 77-0492262
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I.R.S. Employer
Identification Number)
3240 Bayshore Blvd.
Brisbane, California 94005
(Address of principal executive offices)
(415) 657-5500
(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 Instruction 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 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock ($0.001 par value)CUTRThe 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.

(b)

On February 12, 2025, Jeryl (Jeri) Hilleman resigned from the board of directors (the “Board”) of Cutera, Inc. (the “Company”), effective immediately. Ms. Hilleman’s resignation was not due to any disagreement with the Company, the Board, or management on any matter related to the Company’s operations, policies or practices.

(d)

On February 13, 2025, the Board appointed Paul Wierbicki to the Board with immediate effect to fill the vacancy created by Ms. Hilleman’s resignation.

In connection with his appointment to the Board, on February 13, 2025, Mr. Wierbicki entered into an independent director engagement agreement with the Company that contemplates payment of a $25,000 monthly fee for his service on the Board, and provides that the minimum fee payable to him shall be no less than $75,000. In light of his agreement, the Board suspended the application of the Company’s outside director compensation program to Mr. Wierbicki. In connection with his appointment, Mr. Wierbicki executed the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2019, and which is incorporated by reference herein. There are no other arrangements or understandings between Mr. Wierbicki and any other persons pursuant to which he was selected as a director. Additionally, Mr. Wierbicki has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


SIGNATURES 

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, thereunto duly authorized.
 CUTERA, INC.
 
Date: February 18, 2025By:
 /s/ Stuart Drummond
 Stuart Drummond
 Interim Chief Financial Officer


v3.25.0.1
Cover
Feb. 12, 2025
Jan. 09, 2024
Cover [Abstract]    
Document Type   8-K
Document Period End Date Feb. 12, 2025  
Entity Registrant Name   Cutera, Inc.
Entity Incorporation, State or Country Code   DE
Entity File Number   000-50644
Entity Tax Identification Number   77-0492262
Entity Address, Address Line One   3240 Bayshore Blvd.
Entity Address, City or Town   Brisbane
Entity Address, State or Province   CA
Entity Address, Postal Zip Code   94005
City Area Code   415
Local Phone Number   657-5500
Title of 12(b) Security   Common Stock ($0.001 par value)
Trading Symbol   CUTR
Security Exchange Name   NASDAQ
Written Communications   false
Soliciting Material   false
Pre-commencement Tender Offer   false
Pre-commencement Issuer Tender Offer   false
Entity Emerging Growth Company   false
Entity Central Index Key   0001162461
Amendment Flag   false
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