UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
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(415 ) 657-5500
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N/A
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on March 6, 2025, Cutera, Inc. (the “Company”) was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that, among other things, Nasdaq had determined to delist the Company’s common stock, par value $0.001 per share (the “Common Stock”) as a result of the Company’s commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) on March 5, 2025.
On March 10, 2025, the Company delivered formal notice to Nasdaq that the Company intends to voluntarily delist its common stock, par value $0.001 per share (the “Common Stock”), from the Nasdaq Global Select Stock Market.
The Company expects to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about March 20, 2025 to effect the voluntary delisting of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the delisting will be effective on or about March 30, 2025—ten days after the filing of the Form 25. Following the effectiveness of the delisting, the Company intends to file a Form 15 with the SEC to suspend the Company’s Exchange Act reporting obligations.
The Company has not arranged for listing or registration of its common stock on another national securities exchange or for quotation in a quotation medium. Following delisting from Nasdaq, the Company’s common stock may be eligible to be quoted on the Pink Open Market operated by the OTC Markets Group Inc. if a market maker sponsors the security and complies with Rule 15c2-11 under the Exchange Act, but the Company can provide no assurances that a trading market for the Company’s common stock will exist now or in the future.
Safe Harbor Statement
Certain statements in this Current Report on Form 8-K, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. These statements include but are not limited to express or implied statements regarding various matters including, but not limited to, statements regarding: the Company’s intention to file a Form 25 with the SEC to effect the voluntary delisting of the Common Stock on or about March 20, 2025 and to file a Form 15 with the SEC thereafter to suspend the Company’s Exchange Act reporting obligations; the potential quotation of the common stock in a quotation medium; and that the common stock may be eligible to be quoted on the Pink Open Market if a market maker sponsors the security. In some cases, you can identify forward-looking statements by the use of words such as, but not limited to, “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “should,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “foresee” or variations of these terms and similar expressions or the negative of these terms or similar expressions. Forward-looking statements are based on management’s current expectations and beliefs and are subject to risks and uncertainties, which are difficult to predict and may cause the Company’s actual results to differ materially from the express or implied forward-looking statements herein. These forward-looking statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. There are several risks, uncertainties, and other important factors, many of which are beyond the Company’s control, that could cause its actual results to differ materially from the forward-looking statements, including risks involved with the timing and outcome of the Company’s current proceedings under Chapter 11 (the “Chapter 11 Cases”) and the Company’s filing for relief under Chapter 11; the impact of the Chapter 11 Cases on the listing of the Company’s securities on Nasdaq; as well as the other risks described in the “Risk Factors” section of Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents filed from time to time with the SEC by the Company.
All statements made in this Current Report on Form 8-K are made only as of the date of this report. Accordingly, undue reliance should not be placed on forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates concerning those or other forward-looking statements.
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: March 10, 2025 | /s/ Stuart Drummond | ||||
| Stuart Drummond | |||||
| Interim Chief Financial Officer | |||||