Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under
§240.14a-12
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11
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To Our Stockholders:
You are cordially invited to attend the 2025 annual meeting of stockholders of
The Hyperfine team takes great pride in the impact our company has on patients' lives and we celebrate the many patient stories we receive from the use of our Swoop® systems on a routine basis. Our vision to transform access to magnetic resonance imaging (MRI) for the brain globally with our AI-powered,portable and affordable Swoop® system is more compelling than ever as brain diseases such as stroke and dementia continue to increase and represent a devastating human and economic burden. Healthcare trends in favor of decentralized delivery of care and preventative care are favorable for our business.
Our work since the last annual meeting has been transformational to both the financial profile and our business strategy. We continued to drive top line revenue growth, meaningfully expand gross margins, and further reduce cash burn. We also took steps to strengthen our position as a company completing a reorganization to lower our operating costs and raising
In 2025, we expect to continue our steady cadence of innovation, planning to launch two Swoop® system software releases, delivering a step function image quality improvement enabling broader adoption and expanded clinical utility for the Swoop® system. We expect that our commercial growth in 2025 and beyond will be driven by selling into a new market segment, neurology offices, expanding to multiple sites of care inside the hospital, and driving adoption in international markets. Bringing the Swoop® system to neurology offices will allow physicians to obtain diagnostic-quality MR brain images within their offices, providing patients with timely and convenient MRI access. In the hospital, we're expanding beyond adult and pediatric critical care to emergency departments. And globally, we closed 2024 with a network of 13 distributors spanning European, Middle Eastern, and Asian markets. With the recent CE and UKCA approval for our latest generation software, the Swoop® system is now available in local languages across the major European markets.
This year's annual meeting will be conducted solely via live audio webcast on the Internet. You will not be able to attend the annual meeting in person. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/HYPR2025. We encourage you to vote by proxy soon so that your shares will be represented and voted at the meeting, whether or not you can attend.
Details regarding the meeting, the business to be conducted at the meeting, and information about
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statement. At the annual meeting, six persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the appointment of
Under
We hope you will be able to participate in the annual meeting. Whether you plan to join the annual meeting or not, it is important that you cast your vote either virtually at the annual meeting, or by proxy. You may vote over the Internet as well as by telephone or by mail. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether you can attend or not.
Thank you for your continued support of
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Sincerely, |
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President and Chief Executive Officer |
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| TIME: | ||
| DATE: | ||
| ACCESS: | This year's annual meeting will be held virtually via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/HYPR2025 and entering the 16-digitcontrol number included in the Notice of Internet Availability or proxy card that you receive. | |
PURPOSES:
| 1. |
To elect six directors to serve one-yearterms expiring in 2026; |
| 2. |
To ratify the appointment of |
| 3. |
To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof. |
WHO
You may vote if you were the record owner of
All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the annual meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.
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BY ORDER OF OUR BOARD OF DIRECTORS |
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Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
This proxy statement, along with the accompanying notice of 2025 annual meeting of stockholders, contains information about the 2025 annual meeting of stockholders of
In this proxy statement, we refer to
This proxy statement relates to the solicitation of proxies by our board of directors for use at the annual meeting.
On or about
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON
This proxy statement, the notice of 2025 annual meeting of stockholders, our form of proxy card and our 2024 annual report to stockholders are available for viewing, printing and downloading at www.proxyvote.com. To view these materials please have your 16-digitcontrol number(s) available that appears on your Internet Availability Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.
Additionally, you can find a copy of our Annual Report on Form 10-K,which includes our financial statements for the fiscal year ended
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement, including the letter to stockholders included at the beginning of this proxy statement, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern, among other things, expectations about the Company's financial and operating results, the Company's cash runway, the Company's commercial plans, the benefits of the Company's products and services, and the Company's future performance and its ability to implement its strategy. These statements involve risks, uncertainties and assumptions and are based on the current estimates and assumptions of the management of the Company as of the date of the proxy statement and are subject to uncertainty and changes. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, among others, those set forth under the heading "Risk Factors" contained in our Annual Report on Form 10-Kfor the year ended
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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why is the Company Soliciting My Proxy?
Our board of directors is soliciting your proxy to vote at the 2025 annual meeting of stockholders to be held virtually, on
We have made available to you on the Internet or have sent you this proxy statement, the notice of 2025 annual meeting of stockholders, the proxy card and a copy of our Annual Report on Form 10-Kfor the fiscal year ended
Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?
As permitted by the rules of the
Why
Since hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our annual meeting, this year's annual meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can ask questions of our board of directors or management, as time permits.
How do I Access the Virtual Annual Meeting?
The live audio webcast of the virtual annual meeting will begin promptly at
To be admitted to the virtual annual meeting, you will need to log in at www.virtualshareholdermeeting.com/HYPR2025 using the 16-digitcontrol number found on the Internet
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Availability Notice or the proxy card previously mailed or made available to stockholders entitled to vote at the annual meeting.
Will I Be Able to Ask Questions and Have These Questions Answered During the Virtual Annual Meeting?
Stockholders may submit questions for the annual meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/HYPR2025, typing your question into the ''Ask a Question" field, and clicking ''Submit." Please submit any questions before the start time of the meeting. Appropriate questions related to the business of the annual meeting (the proposals being voted on) will be answered during the annual meeting, as time permits. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered as soon as practical after the annual meeting. Additional information regarding the ability of stockholders to ask questions during the annual meeting, related to rules of conduct and other materials for the annual meeting will be available at www.virtualshareholdermeeting.com/HYPR2025.
What Happens if There Are Technical Difficulties During the Annual Meeting?
Beginning 15 minutes prior to, and during, the annual meeting, we will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting, voting at the annual meeting or submitting questions at the annual meeting. If you encounter any difficulties accessing the virtual annual meeting during the check-inor meeting time, please call the technical support line available at www.virtualshareholdermeeting.com/HYPR2025.
Who
Only stockholders of record at the close of business on
If on
If on
You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see "May I Change or Revoke My Proxy?" below.
How Many Votes Do I Have?
Each share of our Class A common stock that you own entitles you to one (1) vote and each share of our Class B common stock that you own entitles you to twenty (20) votes.
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How Do I Vote?
Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted FOR, AGAINST or ABSTAIN for each nominee for director and whether your shares should be voted FOR, AGAINST or ABSTAIN with respect to the other proposal. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with our board of directors' recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting.
If your shares are registered directly in your name through our stock transfer agent,
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By Internet or by telephone.Follow the instructions included in the Internet Availability Notice or, if you received printed materials, in the proxy card to vote over the Internet or by telephone. |
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By mail.If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with our board of directors' recommendations as noted below. |
Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day until
If your shares are held in "street name" (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your broker or agent to obtain a legal proxy or broker's proxy card in order to vote.
How Does Our Board of Directors Recommend that I Vote on the Proposals?
Our board of directors recommends that you vote as follows:
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"FOR" the election of the nominees for director; and |
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"FOR" the ratification of the appointment of |
If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with the proxy holder's best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.
May I Change or Revoke My Proxy?
If you give us your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any one of the following ways:
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if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above; |
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by re-votingby Internet or by telephone as instructed above; |
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by notifying our Corporate Secretary in writing before the annual meeting that you have revoked your proxy; or |
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by attending the annual meeting and voting at the meeting. Attending the annual meeting will not in and of itself revoke a previously submitted proxy. You must specifically request at the annual meeting that it be revoked. |
Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.
What if I Receive More Than One Internet Availability Notice or Proxy Card?
You may receive more than one Internet Availability Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under "How Do I Vote?" for each account to ensure that all of your shares are voted.
Will
If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under "How Do I Vote?" If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm (Proposal 2 of this proxy statement) without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A "broker non-vote"will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.
What Vote is Required to Approve Each Proposal and How are Votes Counted?
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Proposal 1: Elect Directors |
Each of the nominees for director will be elected by the affirmative vote of a majority of the votes cast in favor of or against the election of such nominee. For each nominee, you may vote either FOR, AGAINST or ABSTAIN for such nominee. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers' unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote.Such broker non-voteswill have no effect on the results of this vote. | |
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Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm |
The affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal is required to ratify the appointment of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers' unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-voteswill have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to appoint our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of |
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Our Founder and member of our board of directors,
Where Can I Find the Voting Results of the Annual Meeting?
The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-Kwithin four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K,then we will file an amended Current Report on Form 8-Kto disclose the final voting results within four business days after the final voting results are known.
What Are the Costs of Soliciting these Proxies?
We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.
What Constitutes a Quorum for the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority in voting power of our common stock issued and outstanding and entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting in person or by proxy, abstentions, and broker non-votesare counted for purposes of determining whether a quorum exists.
Attending the Annual Meeting
This year, our annual meeting will be held in a virtual meeting format only. To attend the virtual annual meeting, go to www.virtualshareholdermeeting.com/HYPR2025 shortly before the meeting time, and follow the instructions for downloading the webcast. You need not attend the annual meeting in order to vote.
Householding of Annual Disclosure Documents
Some brokers or other nominee record holders may be sending you a single set of our proxy materials if multiple
We will promptly deliver a separate copy of our Internet Availability Notice or if applicable, our proxy materials to you if you write or call our Corporate Secretary at:
Electronic Delivery of
Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.
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You can choose this option and save us the cost of producing and mailing these documents by:
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following the instructions provided on your Internet Availability Notice or proxy card; or |
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following the instructions provided when you vote over the Internet. |
Description of the Business Combination Completed in
On
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock as of
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each person known to us to be the beneficial owner of more than 5% of our outstanding common stock; |
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each of our executive officers named in the Summary Compensation Table included elsewhere in this proxy statement and each of our directors; and |
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all of our current executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the
The beneficial ownership of our common stock is based on 62,784,562 shares of our Class A common stock and 15,055,288 shares of our Class B common stock issued and outstanding as of
Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares of our common stock beneficially owned by them. Unless otherwise indicated, the business address of each of the following entities or individuals is c/o
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Number of Shares of Class A Common Stock |
% | Number of Shares Class B Common Stock |
% | Voting Power** |
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Directors and Named Executive Officers: |
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3,187,091 | 5.1 | % | 15,055,288 | 100 | % | 84.1 | % | ||||||||||||
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2,593,831 | 4.1 | % | - | - | * | ||||||||||||||
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708,333 | 1.1 | % | - | - | * | ||||||||||||||
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789,152 | 1.3 | % | - | - | * | ||||||||||||||
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899,559 | 1.4 | % | - | - | * | ||||||||||||||
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259,431 | * | - | - | * | |||||||||||||||
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360,322 | * | - | - | * | |||||||||||||||
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259,431 | * | - | - | * | |||||||||||||||
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All Current Directors and Executive Officers as a Group (8 Individuals) |
9,057,150 | 14.4 | % | 15,055,288 | 100 | % | 85.8 | % | ||||||||||||
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Five Percent Holders: |
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3,187,091 | 5.1 | % | 15,055,288 | 100 | % | 84.1 | % | ||||||||||||
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3,175,728 | 5.1 | % | - | - | * | ||||||||||||||
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Indicates beneficial ownership of less than 1%. |
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Percentage of total voting power represents voting power with respect to all shares of Class A common stock and Class B common stock as a single class. Each share of Class B common stock is entitled to 20 votes per share and each share of Class A common stock is entitled to one vote per share. |
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Consists of shares of Class A common stock and Class B common stock held by |
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| 60 days of |
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Consists of 39,425 shares of Class A common stock and options to purchase 2,554,406 shares of Class A common stock exercisable within 60 days of |
| (3) |
Consists of options to purchase shares of Class A common stock exercisable within 60 days of |
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Consists of 67,803 shares of Class A common stock, options to purchase 713,538 shares of Class A common stock exercisable within 60 days of |
| (5) |
Consists of 19,586 shares of Class A common stock and options to purchase 879,973 shares of Class A common stock exercisable within 60 days of |
| (6) |
Consists of 19,586 shares of Class A common stock and options to purchase 239,845 shares of Class A common stock exercisable within 60 days of |
| (7) |
Consists of 20,477 shares of Class A common stock and options to purchase 339,845 shares of Class A common stock exercisable within 60 days of |
| (8) |
Consists of 19,586 shares of Class A common stock and options to purchase 239,845 shares of Class A common stock exercisable within 60 days of |
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Based on Schedule 13G/A filed by |
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MANAGEMENT AND CORPORATE GOVERNANCE
Board of Directors and Management
Our Certificate of Incorporation, and our bylaws provide that our business is to be managed by or under the direction of our board of directors. Our board of directors currently consists of six members and each of our directors is elected annually.
On
The following table sets forth certain information concerning our executive officers and directors as of
| Age | Position | |||
| Executive Officers: | ||||
| 59 | President, Chief Executive Officer and Director | |||
| 51 | Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary | |||
| 41 | Chief Operating Officer | |||
| Non-EmployeeDirectors: | ||||
| 60 | Chairperson | |||
| 61 | Director | |||
| 68 | Director | |||
| 73 | Director | |||
| 68 | Director |
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minimally invasive devices to remove blood clots causing ischemic stroke, from 2010 through 2012, including through the acquisition of
Non-EmployeeDirectors
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Paabo he initiated the first large-scale effort to sequence ancient DNA (
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There are no family relationships between or among any of our directors or executive officers.
There are no legal proceedings to which any of our directors or executive officers is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.
Controlled Company Exemption
Composition of the Board of Directors
Our business and affairs are managed under the direction of our board of directors. Our board of directors is declassified and the directors will be elected annually.
Independence of the Board of Directors
Nasdaq rules generally require that independent directors must comprise a majority of a listed company's board of directors. As a controlled company, we are largely exempt from such requirements. Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, we have determined that
Board Committees
The standing committees of our board of directors consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may from time to time establish other committees.
Our chief executive officer and other executive officers will regularly report to the non-executivedirectors and the audit, the compensation and the nominating and corporate governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of our board of directors will provide appropriate risk oversight of our activities given the controlling interests held by
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Meeting Attendance
During the fiscal year ended
Audit Committee
Our audit committee met four times during the fiscal year ended
The purpose of the audit committee is to prepare the audit committee report required by the
The board of directors has adopted a written charter for the audit committee which is available on our website at https://hyperfine.io under Investors - Corporate Governance - Documents & Charters.
Compensation Committee
Our compensation committee met four times during the fiscal year ended
The purpose of the compensation committee is to assist the board of directors in discharging its responsibilities relating to (1) setting our compensation program, including recommending to the board of directors the approval of the compensation of our Chief Executive Officer and our directors, and approving the compensation of our other executive officers, (2) administering and monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report, if required, in our proxy statement under the rules and regulations of the
The compensation committee evaluates each executive officer's performance for the prior year. In connection with the annual review cycle for 2024,
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the achievement of corporate goals and individual performance; |
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the level of contributions made to the general management and leadership of the Company; |
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the appropriateness of salary increases; and |
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the amount of bonuses to be paid, if any. |
These recommendations are reviewed and taken into account by the compensation committee, together with the compensation committee's evaluation of
The compensation committee may engage compensation consultants to evaluate executive compensation, discuss general compensation trends, provide competitive market practice data, and assist in the design and implementation of certain elements of the executive compensation program.
During the fiscal year ended
Although our board of directors and compensation committee consider the advice and recommendations of Compensia, Aon or any other independent compensation consultant that our compensation committee may engage as to our executive or director compensation, our board of directors and compensation committee ultimately make their own decisions about these matters.
Compensia and Aon did not provide any services to us or our compensation committee other than as described above in connection with our executive and director compensation for 2024. The compensation committee has assessed the independence of Compensia and Aon pursuant to
The board of directors has adopted a written charter for the compensation committee, which is available on our website at https://hyperfine.io under Investors - Corporate Governance - Documents & Charters.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee met four times during the fiscal year ended
The purpose of the nominating and corporate governance committee is to assist the board of directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new board of directors members, consistent with criteria approved by the board of directors, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the board of directors select, the director nominees for the next annual meeting of stockholders, (3) identifying
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members of the board of directors qualified to fill vacancies on any committee of the board of directors and recommending that the board of directors appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the board of directors corporate governance principles applicable to us, (5) overseeing the evaluation of the board of directors, (6) overseeing the process of succession planning for the Chief Executive Officer and, as warranted, other senior officers of Hyperfine, (7) overseeing the identification and management of material risks relating to artificial intelligence matters, and (8) handling such other matters that are specifically delegated to the committee by the board of directors from time to time.
Generally, our nominating and corporate governance committee considers candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. Once identified, the nominating and corporate governance committee will evaluate a candidate's qualifications in accordance with our Corporate Governance Guidelines and the "Nominating and Corporate Governance Committee Policy Regarding Qualifications of Directors" appended to our nominating and corporate governance committee charter. Threshold criteria include: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication and conflicts of interest. Our nominating and corporate governance committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the nominating and corporate governance committee will consider issues of diversity among its members in identifying and considering nominees for director, and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our board of directors and its committees.
If a stockholder wishes to propose a candidate for consideration as a nominee for election to our board of directors, it must follow the procedures described in our bylaws, in the "Policy on Stockholder Recommendation of Candidates for Election as Directors" appended to our nominating and corporate governance committee charter, and in "Stockholder Proposals and Nominations for Director" at the end of this proxy statement. Any such recommendation should be made in writing to the nominating and corporate governance committee, care of our Corporate Secretary at our principal executive office and should be accompanied by the following information concerning each recommending stockholder and the beneficial owner, if any, on whose behalf the nomination is made:
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all information relating to such person that would be required to be disclosed in a proxy statement; |
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certain biographical and share ownership information about the stockholder and any other proponent, including a description of any derivative transactions in the Company's securities; |
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a description of certain arrangements and understandings between the proposing stockholder and any beneficial owner and any other person in connection with such stockholder nomination; and |
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a statement whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of voting shares sufficient to carry the proposal. |
The recommendation must also be accompanied by the following information concerning the proposed nominee:
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certain biographical information concerning the proposed nominee; |
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all information concerning the proposed nominee required to be disclosed in solicitations of proxies for election of directors; |
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certain information about any other security holder of the Company who supports the proposed nominee; |
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a description of all relationships between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding the nomination; and |
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additional disclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by our bylaws. |
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The board of directors has adopted a written charter for the nominating and corporate governance committee which is available on our website at https://hyperfine.io under Investors - Corporate Governance - Documents & Charters.
Corporate Governance Guidelines
Our board of directors has adopted corporate governance guidelines that serve as a flexible framework within which our board of directors and our committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, meetings of non-managementdirectors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of our chief executive officer and management succession planning. A copy of our corporate governance guidelines is posted on our website at https://hyperfine.io under Investors - Corporate Governance - Documents & Charters.
Compensation Committee Interlocks and Insider Participation
Our compensation committee has two members,
Board Leadership Structure and Role on Risk Oversight
The positions of our chairperson of the board and chief executive officer are separate. Separating these positions allows our chief executive officer to focus on our day-to-daybusiness, while allowing the chairperson of the board to lead the board of directors in its fundamental roles of setting a company's overall strategy and providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that the chief executive officer must devote to her position in the current business environment, as well as the commitment required to serve as our chairperson, particularly as the board of directors' oversight responsibilities continue to grow. Our board of directors also believes that this structure ensures a greater role for the independent directors in the oversight of the company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our board of directors. Our board of directors believes that having separate positions is the appropriate leadership structure for the Company at this time and demonstrates our commitment to good corporate governance. Our board of directors believes its administration of its risk oversight function has not affected its leadership structure.
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information (except in limited circumstances, such as pursuant to a previously established trading plan). In addition, the policy generally prohibits all employees (including executives and directors) from engaging in any transaction in which they may profit from short-term speculative swings in the value of our securities, including any of the following activities: (1) trading in our securities on a short-term basis; (3) borrowing or other arrangements involving
pledge of securities; (2) transactions in our securities involving straddles, collars or other similar risk reduction or hedging devices; and (4) selling a security future that establishes a position that increases in value as the value of the underlying equity security decreases. The policy includes quarterly and other trading blackouts and sets forth the procedures covered persons must follow before transacting in our securities, including
by our Corporate Secretary of all transactions by executive officers, directors, and certain other covered persons, as well as members of their households. Although we have not adopted an insider trading policy governing the purchase, sale, and/or other disposition of our securities by the Company, as part of the oversight of risk, the board of directors, or one or more of its committees, approves any transaction, plan or arrangement by or with the Company with respect to our securities on a
basis, and as part of their procedures to review and approve any such transaction, plan or arrangement, the board of directors or committee consults with legal counsel to ensure compliance with applicable insider trading laws, rules and regulations, and listing standards. A copy of the insider trading policy is filed as an exhibit to our Annual Report on Form
for the year ended
or [email protected]. However, any stockholders who wish to address questions regarding our business directly with the board of directors, or any individual director, should direct his or her questions in writing to the Chairperson of the board of directors at
| • |
|
| • |
|
| • |
|
| • |
Base Salary
. Base salary is paid to attract and retain qualified talent and is set at a level that is commensurate with the executive's duties and authorities, contributions, prior experience and sustained performance. |
| • |
Cash Bonuses
. Cash bonuses are paid to incentivize the NEOs to achieve annual financial and operating performance metrics. Other than for the CEO, the bonus is approved by the compensation committee. |
| • |
Equity Awards
. Stock option and restricted stock unit awards are made to incentivize and reward long-term gains in shareholder value, with time-based vesting terms up to four years and/or performance vesting terms to ensure retention while rewarding executives for future potential growth. |
|
|
Year
|
Salary ($)
|
Bonus ($)
|
Option
Awards ( |
Non-Equity
Incentive Plan
Compensation
(
|
All Other
Compensation
($) |
Total ($)
|
|||||||||||||||||||||
|
President and Chief Executive Officer |
2024 | $ | 567,692 | $ | - | $ | 1,435,000 | $ | 266,537 | $ | - | $ | 2,269,229 | |||||||||||||||
| 2023 | $ | 550,000 | $ | - | $ | - | $ | 297,000 | $ | - | $ | 847,000 | ||||||||||||||||
|
Chief Administrative Officer and Chief Financial Officer |
2024 | $ | 438,846 | $ | - | $ | 500,000 | $ | 114,470 | $ | - | $ | 1,053,316 | |||||||||||||||
| 2023 | $ | 367,788 |
(3)
|
$ | 100,000 |
(4)
|
$ | 1,230,000 | $ | 112,479 | $ | - | $ | 1,810,267 | ||||||||||||||
|
Chief Operating Officer (5)
|
2024 | $ | 438,846 | $ | - | $ | 500,000 | $ | 114,470 | $ | - | $ | 1,053,316 | |||||||||||||||
| 2023 | $ | 410,147 | $ | - | $ | 554,000 | $ | 109,092 | $ | - | $ | 1,073,239 | ||||||||||||||||
| (1) |
The amount represents the aggregate grant date fair value for option awards computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 9 to
|
| our audited consolidated financial statements for the year ended 10-K
for the year ended |
| (2) |
Amounts represent annual cash bonuses earned for the applicable fiscal year.
|
| (3) |
|
| (4) |
In connection with his
one-time
signing bonus of |
| (5) |
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||
|
|
Option
Awards Grant Date
|
Number of
Securities Underlying Unexercised Options Exercisable (#) |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
Option
Exercise Price |
Option
Expiration Date |
Number
of Shares or Units That have Not Vested |
Market
Value of Shares
or Units of Stock That Have Not Vested (1)
|
|||||||||||||||||||||
|
|
85,345 |
(2)
|
- | $ | 2.20 | - | $ | - | ||||||||||||||||||||
| 1,719,791 |
(3)
|
1,455,209 | $ | 0.91 | - | $ | - | |||||||||||||||||||||
| - | 1,435,000 | $ | 1.00 | - | $ | - | ||||||||||||||||||||||
|
|
458,333 |
(4)
|
541,667 | $ | 1.23 | - | $ | - | ||||||||||||||||||||
| - | 500,000 | $ | 1.00 | - | - | |||||||||||||||||||||||
|
|
131,250 |
(5)
|
18,750 | $ | 0.91 | - | $ | - | ||||||||||||||||||||
| 44,270 |
(6)
|
18,230 | $ | 0.91 | - | $ | - | |||||||||||||||||||||
| 25,000 |
(7)
|
12,500 | $ | 0.91 | - | $ | - | |||||||||||||||||||||
| 200,000 |
(8)
|
200,000 | $ | 0.76 | - | $ | - | |||||||||||||||||||||
| 70,833 |
(9)
|
129,167 | $ | 2.77 | - | $ | - | |||||||||||||||||||||
| - | 500,000 | $ | 1.00 | - | - | |||||||||||||||||||||||
| - | - | $ | - | - | 9,375 |
(10)
|
$ | 8,250 | ||||||||||||||||||||
| - | - | $ | - | - | 9,766 |
(10)
|
$ | 8,594 | ||||||||||||||||||||
| - | - | $ | - | - | 5,859 |
(11)
|
$ | 5,156 | ||||||||||||||||||||
| (1) |
The market value of the stock awards is based on the closing price of our Class A common stock of
|
| (2) |
Represents the grant of option on
|
| (3) |
Represents the grant of option on
|
| (4) |
Represents the grant of option on
|
| (5) |
Represents the grant of option on
|
| (6) |
Represents the grant of option on
|
| (7) |
Represents the grant of option on
|
| (8) |
Represents the grant of option on
|
| (9) |
Represents the grant of option on
|
| (10) |
Represents the grant of RSUs on
|
| (11) |
Represents the grant of RSUs on
|
bonus in the amount of
bonus of
of the calendar quarter that includes the one year anniversary of his appointment date, and 2.083% at the end of each month thereafter, subject to
401(k) plan. We did not maintain any executive-specific benefit or perquisite programs in 2022 or 2021.
| • |
Severance payable in the form of salary continuation or a lump sum payment. The severance amount is equal to participant's then-current base salary times a multiplier included in the Severance Plan.
|
| • |
We will pay for company contribution for continuation coverage under COBRA during the severance period.
|
| • |
Severance payable in a single lump sum. The severance amount is equal to participant's then-current base salary and then-current target annual bonus opportunity, times a change in control multiplier included in the Severance Plan.
|
| • |
We will pay for company contribution for continuation coverage under COBRA during the severance period.
|
| • |
Any outstanding unvested equity awards held by the participant under any then-current outstanding equity incentive plan(s) will become fully vested as of the date the termination of such participant's employment becomes effective.
|
information and to not time the release of material
information based on equity award grant date, but some option grants may be granted close in time to the release of material
information to the extent those options are being granted upon hiring of new executive officers or in connection with annual grants being made as part of our director compensation policy. During the year ended
information for the purpose of affecting the value of executive compensation, and none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form
Form
or Form
that disclosed material
information, and ending one business day after the filing or furnishing of such reports.
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Director Compensation
The following table shows the total compensation paid or accrued during the fiscal year ended
|
|
Fees Earned or Paid in Cash ($) |
Option Awards (1)($) | Total ($) | |||||||||
|
|
$ | 50,000 | $ | 68,904 | $ | 118,904 | ||||||
|
|
$ | 77,500 | $ | 68,904 | $ | 146,404 | ||||||
|
|
$ | 80,000 | $ | 68,904 | $ | 148,904 | ||||||
|
|
$ | 90,000 | $ | 68,904 | $ | 158,904 | ||||||
|
|
$ | 70,000 | $ | 68,904 | $ | 138,904 | ||||||
| (1) |
The amount represents the aggregate grant date fair value for option awards computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 9 to our audited combined and consolidated financial statements for the year ended |
The following table shows the aggregate number of shares subject to options held by each of our non-employeedirectors as of
|
|
Number of Stock Options Held at Fiscal Year-End |
|||
|
|
1,463,731 | |||
|
|
1,259,045 | |||
|
|
361,545 | |||
|
|
461,545 | |||
|
|
361,545 | |||
Director Compensation Policy
On
|
Position |
Retainer | |||
|
Audit committee chairperson |
$ | 20,000 | ||
|
Audit committee member |
$ | 10,000 | ||
|
Compensation committee chairperson |
$ | 15,000 | ||
|
Compensation committee member |
$ | 7,500 | ||
|
Nominating and corporate governance committee chairperson |
$ | 10,000 | ||
|
Nominating and corporate governance committee member |
$ | 5,000 | ||
These fees are payable in arrears in quarterly installments as soon as practicable following the last business day of each fiscal quarter, provided that the amount of such payment will be prorated for any portion of such quarter that a director is not serving on our board of directors, on such committee or in such position. Non-employeedirectors are also reimbursed for reasonable out-of-pocketbusiness expenses incurred in
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connection with attending meetings of the board and any committee of the board on which they serve and in connection with other business related to the board. Directors may also be reimbursed for reasonable out-of-pocketbusiness expenses in accordance with our travel and other expense policies, as may be in effect from time to time.
In addition, we grant to new non-employeedirectors upon their initial election to our board of directors (including any non-employeedirector whose election to our board of directors was approved at the special meeting of stockholders held on
Further, in connection with each of our annual meetings of stockholders, each non-employeedirector automatically receives a non-qualifiedstock option to purchase 79,200 shares of our Class A common stock, each year beginning in 2024 on the first business day after our annual meeting of stockholders. Each of these options has a term of 10 years from the date of the award and vests at the end of the period beginning on the date of each regular annual meeting of stockholders and ending on the date of the next regular annual meeting of stockholders, subject to the non-employeedirector's continued service as a director through the applicable vesting dates.
For the stock options to be granted to the non-employeedirectors on the first business day after this annual meeting of stockholders to be held on
Consulting Agreement with
Legacy Hyperfine entered into a Consulting Agreement with
26
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3.0 times
27
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EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain aggregate information with respect to all of our equity compensation plans in effect as of
| (a) | (b) | (c) | ||||||||||
|
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
|
Equity compensation plans approved by security holders |
17,535,438 | (1) | $ | 1.34 | (2) | 4,761,687 | (3) | |||||
|
Equity compensation plans not approved by security holders |
1,000,000 | (4) | $ | 1.23 | - | |||||||
|
Total |
18,535,438 | $ | 1.33 | 4,761,687 | (5) | |||||||
| (1) |
Consists of shares underlying options and RSUs outstanding under the Legacy Hyperfine 2014 Employee, Director and Consultant Equity Incentive Plan, as amended (the "Legacy Hyperfine Plan"), the Liminal 2021 Employee, Director and Consultant Equity Incentive Plan, as amended (the "Liminal Plan"), and the Company's 2021 Equity Incentive Plan (the "2021 Plan"). |
| (2) |
Consists of the weighted-average exercise price of stock options outstanding on |
| (3) |
Consists of shares that remained available for future issuance under the 2021 Plan as of |
| (4) |
Consists of shares of common stock available for issuance upon the exercise of non-qualifiedstock options granted to |
| (5) |
The 2021 Plan has an evergreen provision that allows for an annual increase in the number of shares available for issuance under the 2021 Plan to be added on the first day of each fiscal year, beginning in fiscal year 2022 and ending on the second day of fiscal year 2031. The evergreen provides for an automatic increase in the number of shares available for issuance equal to the lesser of (i) 4% of the number of outstanding shares of common stock on such date and (ii) an amount determined by the plan administrator. This total does not reflect the automatic increase in the number of shares available for issuance under the 2021 Plan that was effective on |
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REPORT OF AUDIT COMMITTEE
The audit committee of our board of directors, which consists entirely of directors who meet the independence and experience requirements of Nasdaq, has furnished the following report:
The audit committee assists our board of directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee's role and responsibilities are set forth in our charter adopted by our board of directors, which is available on our website at www.hyperfine.io. This committee reviews and reassesses our charter annually and recommends any changes to our board of directors for approval. The audit committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of
| • |
Reviewed and discussed the audited financial statements for the fiscal year ended |
| • |
Discussed with |
| • |
Received written disclosures and the letter from |
Based on the audit committee's review of the audited financial statements and discussions with management and
| Members of the |
29
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Legacy Hyperfine and Liminal
Lease Arrangements
We occupy office space at
Master Services Agreement
Legacy Hyperfine entered into a Master Services Agreement (the "Master Services Agreement") with 4Catalyzer effective as of
Technology and Services Exchange Agreement
Legacy Hyperfine and Liminal have entered into Technology and Services Exchange Agreements (each, a "TSEA" and collectively, the "TSEA") with other participant companies controlled by the Rothbergs. A TSEA by and among
30
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originating participant company, including a license to create and use derivative works based on the Created IP in the originating participant's core business field, subject to any agreed upon restrictions. Fees or other compensation payable for services or use of technology under the TSEA will be determined at fair market value and set forth in one or more written work orders to be entered into between the applicable participant companies.
Amended and Restated Registration Rights Agreement
At the Closing of the Business Combination, the Company, the Sponsor, certain affiliates of the Sponsor, certain stockholders of Legacy Hyperfine, and certain stockholders of Liminal entered into the Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties to the Amended and Restated Registration Rights Agreement agreed, subject to certain exceptions, not to effect any sale or distribution of any equity securities of the Company held by any of them during the lock-upperiod described therein and were granted certain registration rights with respect to their respective shares of the Company's common stock, in each case, on the terms and subject to the conditions therein.
Indemnification Agreements with Officers and Directors and
We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements and our Bylaws require that we indemnify our directors to the fullest extent not prohibited by
Policies and Procedures for Related Party Transactions
We have adopted a written related person transaction policy that sets forth the following policies and procedures for the review and approval or ratification of related person transactions.
A "Related Person Transaction" is a transaction, arrangement or relationship in which the Company or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds the lesser of (i)
| • |
any person who is or was an executive officer, director, or director nominee of the Company at any time since the beginning of the Company's last fiscal year; |
| • |
a person who is or was an Immediate Family Member (as defined below) of an executive officer, director, director nominee at any time since the beginning of the Company's last fiscal year; |
| • |
any person who, at the time of the occurrence or existence of the transaction, is the beneficial owner of more than 5% of any class of the Company's voting securities (a "Significant Stockholder"); or |
| • |
any person who, at the time of the occurrence or existence of the transaction, is an Immediate Family Member of a Significant Stockholder of the Company. |
An "Immediate Family Member" of a person is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-lawor sister-in-lawof such person, or any other person sharing the household of such person, other than a tenant or employee.
The Company has implemented policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure
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of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee has the responsibility to review related party transactions.
Under the related person transaction policy, any related person transaction will be reviewed and approved by the audit committee prior to effectiveness or consummation of the transaction, whenever practicable, and if advance approval is not practicable under the circumstances, ratified by the audit committee at its next meeting. Alternatively, a related person transaction arising in the time period between meetings of the audit committee may be presented to the chairperson of the audit committee, who shall review and may approve the related person transaction, subject to ratification by the audit committee at the next meeting of the audit committee.
To identify related person transactions in advance, we expect to rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related person transactions, our audit committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:
| • |
the related person's interest in the transaction; |
| • |
the approximate dollar value of the amount involved in the transaction; |
| • |
the approximate dollar value of the amount of the related person's interest in the transaction without regard to the amount of any profit or loss; |
| • |
whether the transaction was undertaken in the ordinary course of business of the Company; |
| • |
whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; |
| • |
the purpose of, and the potential benefits to the Company of, the transaction; and |
| • |
any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
The audit committee will approve only those transactions that it determines are fair to the Company and in the Company's best interests.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
On
Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of
The affirmative vote of a majority of the votes cast in favor of or against the election of each nominee is required to elect each nominee as a director.
OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The audit committee has appointed
Stockholder ratification of the appointment of
The following table presents fees for professional audit services rendered by
| 2024 | 2023 | |||||||
|
Audit Fees (1) |
$ | 491 | $ | 442 | ||||
|
Audit-Related Fees (2) |
$ | 105 | $ | 95 | ||||
|
Tax Fees (2) |
- | - | ||||||
|
All Other Fees (2) |
- | - | ||||||
|
Total |
$ | 596 | $ | 537 | ||||
| (1) |
Audit fees consisted of audit work performed in the preparation of financial statements and services in connection with our periodic and current |
| (2) |
|
Policy on Audit Committee Pre-Approvalof Audit and Permissible Non-AuditServices of Independent Public Accountant
Consistent with
Prior to engagement of an independent registered public accounting firm for the next year's audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the audit committee for approval.
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1. Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
2. Audit-Relatedservices are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
3. Taxservices include all services performed by an independent registered public accounting firm's tax personnel except those services specifically related to the audit of the financial statements, and include fees in the areas of tax compliance, tax planning, and tax advice.
4. Other Feesare those associated with services not captured in the other categories. We generally do not request such services from our independent registered public accounting firm.
Prior to engagement, the audit committee pre-approvesthese services by category of service. The fees are budgeted and the audit committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval.In those instances, the audit committee requires specific pre-approvalbefore engaging our independent registered public accounting firm.
The audit committee may delegate pre-approvalauthority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approvaldecisions to the audit committee at its next scheduled meeting.
In the event the stockholders do not ratify the appointment of
The affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal is required to ratify the appointment of the independent registered public accounting firm.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
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Table of Contents
CODE OF CONDUCT AND ETHICS
We have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The text of the code of business conduct and ethics is posted on our website at www.hyperfine.io and will be made available to stockholders without charge, upon request, in writing to the Corporate Secretary at
OTHER MATTERS
Our board of directors knows of no other business which will be presented to the annual meeting. If any other business is properly brought before the annual meeting, proxies will be voted in accordance with the judgment of the persons named therein.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
To be considered for inclusion in the proxy statement relating to our 2026 annual meeting of stockholders, we must receive stockholder proposals (other than for director nominations) no later than
Proposals that are not received in a timely manner or in accordance with applicable law will not be voted on at the 2025 annual meeting of stockholders. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the
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|
HYPERFINE, INC. 351 NEW GUILFORD, |
VOTE BY INTERNET Before The Meeting- Go to www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until During The Meeting - Go to www.virtualshareholdermeeting.com/HYPR2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until VOTE BY MAIL Mark, sign and date your proxy card and retuit in the postage-paid envelope we have provided or retuit to Vote Processing, c/o Broadridge, |
TO VOTE,
V68276-P29251 KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
HYPERFINE, INC. |
||||||||||||||||||||||||||
|
The Board of Directors recommends you vote FOR the following proposals: |
||||||||||||||||||||||||||
|
1. Election of Directors |
||||||||||||||||||||||||||
|
Nominees: |
For |
Against |
Abstain |
|||||||||||||||||||||||
|
1a. R. |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
1b. Maria Sainz |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
1c. John Dahldorf |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
1d. Ruth Fattori |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
1e. Jonathan |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
1f. Daniel |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
For |
Against |
Abstain |
||||||||||||||||||||||||
|
2. To ratify the appointment of |
☐ | ☐ | ☐ | |||||||||||||||||||||||
|
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
||||||||||||||||||||||||||
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
Signature (Joint Owners) |
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Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice, Proxy Statement, Form of Proxy and Annual Report to Stockholders are available at www.proxyvote.com.
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V68277-P29251
Annual Meeting of Stockholders
To be held via live audio webcast
This proxy is solicited by the Board of Directors
The undersigned appoints
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or at any adjournment or postponement thereof.
Continued and to be signed on reverse side
Attachments
Disclaimer
Minnesota Blue Cross parent company’s operating profit fell 73% last year
Proxy Statement (Form DEF 14A)
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