UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~the ofSecurities ~~Report~~Exchange ~~(date~~Act of ~~earliest event reported): November 19, 2024~~1934

December 2, 2024

Date of Report (date of earliest event reported)

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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.001 par value)	CUTR	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On November 1925, 2024, ~~Cutera, Inc., or~~ the ~~Company,~~Compensation ~~received~~Committee aof ~~deficiency notice, or~~ the ~~Notice,~~Board ~~from~~of ~~the Listing Qualifications Staff~~Directors, or the ~~Staff~~Board, of ~~The~~Cutera, ~~Nasdaq Stock Market LLC~~Inc., or ~~Nasdaq, notifying~~ the Company, ~~that~~recommended, ~~for~~and the ~~last~~Board ~~33 consecutive business days~~approved, ~~the~~one-time ~~Company~~special ~~did~~cash ~~not~~performance ~~meet~~and ~~the~~incentive ~~$15~~bonus awards,~~000,000~~ ~~minimum~~or ~~market~~Incentive ~~value~~Awards, offor ~~publicly~~the ~~held~~Company’s ~~shares~~executive ~~required~~officers, toin ~~maintain~~each ~~continued~~case ~~listing~~pursuant asto, ~~set~~and ~~forth~~subject into ~~Nasdaq~~the ~~Marketplace~~terms ~~Rule~~and ~~5450(b)(3)(C).~~conditions ~~The~~of, ~~Notice~~a ~~has~~letter noagreement, ~~immediate~~or ~~effect~~Bonus onLetter, the ~~listing~~form of ~~the~~which ~~Company’s~~is ~~common~~filed ~~stock~~as onExhibit ~~the~~10.1 ~~Nasdaq~~hereto ~~Global~~and ~~Select~~incorporated ~~Market~~by reference herein.

~~In accordance with Nasdaq Listing Rule 5810(c)(3)(D)~~Accordingly, ~~the~~on ~~Company~~November ~~has 180 calendar days from the date of the Notice~~25, ~~or until May 19~~2024, ~~2025, or~~ the Compliance Date, to regain compliance by meeting the continued listing requirement, namely that the market value of publicly held shares closes at $15,000,000 or more for a minimum of 10 consecutive business days. If the Company isentered ~~unable~~into ~~to regain compliance by the Compliance Date and the Company receives~~ a ~~delisting~~Bonus ~~determination~~Letter ~~from~~with ~~Nasdaq,~~each ~~the~~of ~~Company~~its ~~may,~~named atexecutive ~~that time~~officers, ~~request~~providing a hearing to remain on the Nasdaq Global Select Market, which request will ordinarily suspend such delisting determination until a decision by Nasdaq subsequent to the hearing. Alternatively, the Company may consider applying for ~~transfer to~~ the ~~Nasdaq~~following ~~Capital~~Incentive ~~Market, and the Company will need to submit an online transfer application and meet all the continued listing requirements of the Nasdaq Capital Market.~~Awards:

This deficiency is in addition to the previously reported minimum closing bid price requirement deficiency.


Executive Officer			Amount
Taylor C. Harris, Chief Executive Officer			$337,500
Stuart D. Drummond, Interim Chief Financial Officer			$150,000
Jeffrey S. Jones, Chief Operating Officer			$175,000
Stephana E. Patton, Chief Legal Officer			$225,000

The Company ~~intends~~expects to ~~actively~~pay ~~monitor~~ the ~~market~~Incentive ~~value~~Awards ofon ~~its~~December ~~publicly~~15, ~~held~~2025, ~~shares~~in ~~between~~each ~~now~~case ~~and~~less applicable withholdings in accordance with the ~~Compliance~~Company’s ~~Date~~normal ~~and,~~payroll aspractices. The ~~appropriate,~~Bonus ~~will~~Letters ~~evaluate~~provide ~~available~~that ~~options~~each toIncentive ~~resolve~~Award ~~the~~is ~~deficiency~~subject ~~and~~to ~~regain~~repayment ~~compliance.~~as ~~There~~follows: ~~can~~(i) be100% noif ~~assurance~~the ~~that~~employee separates from the Company ~~will~~on beor ~~successful~~before March 31, 2025, except upon a Change in ~~regaining~~Control ~~compliance~~(as ~~with~~defined therein) during the ~~continued~~Change ~~listing~~of ~~requirements~~Control Period (as defined therein), if terminated without cause, or if terminated with Good Reason (as defined therein); and ~~maintaining~~(ii) ~~its~~50% ~~listing~~if ofthe employee separates from the Company’s ~~common~~between ~~stock~~April on1, 2025 and June 29, 2025, except upon a Change in Control (as defined therein) during the ~~Nasdaq~~Change ~~Global~~of ~~Select~~Control ~~Market~~Period (as defined therein), if terminated without cause, or if terminated for Good Reason (as defined therein).

The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Bonus Letters, the form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.						Description
10.1						Form of Bonus Letter
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.	~~CUTERA, INC.~~
Date: November 22, 2024	By:	/s/ Stuart Drummond
Date: December 2, 2024	/s/ Stuart Drummond
	Stuart Drummond	~~Stuart Drummond~~
	Interim Chief Financial Officer	~~Interim Chief Financial Officer~~

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