Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Appointment of Patrick Balthrop as Director
On November 30, 2022, upon the recommendation of its Nominating and Corporate
Governance Committee (the "Nominating Committee"), the Board of Directors (the
"Board") of MaxCyte, Inc. (the "Company") appointed Patrick J. Balthrop, Sr. to
serve as a Class II director. Mr. Balthrop will serve for the term expiring at
the Company's 2023 annual meeting of stockholders, and until his successor has
been duly elected and qualified, or until his earlier death, resignation or
removal. Mr. Balthrop was also appointed as a member of the Nominating
Committee. Mr. Balthrop was not selected as a director pursuant to any
arrangements or understandings with the Company or with any other person.
Mr. Balthrop, 66, has more than three decades of experience in the healthcare
sector, particularly in diagnostics, life science tools and medical devices.
From 2004 until his retirement in 2014, Mr. Balthrop was President, Chief
Executive Officer and a director of Luminex Corporation, a publicly held life
science tools and molecular diagnostics company. From 2002 to 2004, he served as
president of Fisher Healthcare, now a division of Thermo Fisher Scientific, Inc.
He previously served for more than 20 years in roles of increasing
responsibility with Abbott Laboratories, including as head of Abbott Vascular
and Corporate VP of Worldwide Operations for Abbott Diagnostics. He currently
serves as chairman of the board of the privately held life sciences companies
Agendia, Inc. and Diagnostic Life Sciences and as director of the privately held
life sciences company Pattern Biosciences. Within the past five years, he served
as a director of the publicly held diagnostics company Oxford Immunotec Global
PLC, including as its chairman from June 2019 until March 2021. He has also
served as a member of the board of directors of Personalis, Inc., a publicly
held cancer genomics company, from 2015 until March 2021. In January 2015, Mr.
Balthrop founded and has since served as Principal of Apalachee Ventures, LLC,
an investment and advisory firm. He also serves as executive advisor to Water
Street Healthcare Partners, a healthcare-focused private equity firm. Mr.
Balthrop holds a B.S. in Biology from Spring Hill College and an M.B.A. from the
Kellogg School of Management at Northwestern University.
Upon his commencement of service as a director, Mr. Balthrop was granted a
nonqualified stock option to purchase 100,000 shares of the Company's common
stock with an exercise price of $5.99 per share, which was the closing price of
the Company's common stock on the Nasdaq Global Market on the date of
grant. This option will vest and become exercisable over three years, with
one-third of the shares vesting after 12 months, and the remainder vesting
monthly over the following 24 months until the third anniversary of the date of
grant, subject to Mr. Balthrop's continuous service, as defined in the Company's
2022 Equity Incentive Plan (the "Plan"), through each applicable vesting
date. Additionally, Mr. Balthrop will be entitled to receive a $40,000 annual
retainer for his service as a director and a $5,000 annual retainer as a member
of the Nominating Committee.
The Company intends to enter into its standard form of indemnification agreement
with Mr. Balthrop, the form of which was filed as Exhibit 10.8 to Amendment No.
1 to the Company's Registration Statement on Form S-1, which was filed with the
Securities and Exchange Commission on July 26, 2021.
There are no related party transactions between Mr. Balthrop and the Company
that would require disclosure under Item 404(a) of Regulation S-K, and there are
no family relationships between Mr. Balthrop and any director or executive
officer of the Company.
Item 7.01 Regulation FD Disclosure.
On December 1, 2022, the Company issued a press release announcing the
appointment of Mr. Balthrop as a director of the Company. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, or otherwise subject to the liabilities of that section, and shall
not be deemed incorporated by reference into any of the Company's filings under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing, except as shall be expressly set forth by specific reference in
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release dated December 1, 2022
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