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): September 25, 2024~~1934

November 7, 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 32.0102. ~~Notice~~ Results of ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~ Operations and Financial Condition.

On ~~September~~November 257, 2024, Cutera, Inc., (“Cutera” or the “Company,”) ~~received~~issued a ~~deficiency~~press ~~notice,~~release orannouncing ~~the~~its ~~Notice,~~financial ~~from~~results ~~the Listing Qualifications Staff, or the Staff, of The Nasdaq Stock Market LLC, or Nasdaq, notifying the Company that,~~ for the ~~last~~third 32quarter ~~consecutive~~ended ~~business~~September ~~days~~30, ~~the bid price of the Company’s common stock had closed below $1~~2024.00 ~~per~~Cutera ~~share,~~hereby ~~the~~incorporates ~~minimum closing bid price required~~ by ~~the~~reference ~~continued~~herein ~~listing requirements of Nasdaq Listing Rule 5450(a)(1). The Notice has no immediate effect on~~ the ~~listing~~information ofset ~~the~~forth ~~Company’s~~in ~~common~~its ~~stock~~press onrelease ~~the~~dated ~~Nasdaq~~November ~~Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A)~~7, ~~the Company has 180 calendar days~~2024, ora ~~until~~copy ~~March 24, 2025 (the Compliance Date), to regain compliance with the minimum bid price requirement by having shares~~ of ~~the~~which ~~Company’s~~is ~~common~~attached ~~stock~~hereto ~~maintain~~as aExhibit ~~minimum closing bid price of at least $~~99.1.00 ~~per~~Except ~~share~~as ~~for~~otherwise aprovided ~~minimum~~in ~~of 10 consecutive business days before~~ the ~~Compliance~~press ~~Date. If the Company’s common stock does not achieve compliance by the Compliance Date~~release, the ~~Company~~press ~~may~~release bespeaks ~~eligible~~only ~~for~~as an additional 180-day period to regain compliance. To qualify for the second compliance period, the Company would be required to transfer its listing to the Nasdaq Capital Market and meet the continued listing requirement for market value of ~~publicly held shares and all other applicable initial listing standards for~~ the ~~Nasdaq~~date ~~Capital Market, with the exception~~ of ~~the~~such ~~bid~~press ~~price~~release ~~requirement,~~ and ~~would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if~~ it ~~appears~~shall ~~to the Staff that the Company will~~ not becreate ~~able~~any toimplication cure the deficiency, or if the Company is otherwise not eligible for the second compliance period, and the Company does not regain compliance by the Compliance Date, the Staff will provide written notification that the ~~Company’s~~affairs ~~common~~of ~~stock~~Cutera ishave ~~subject~~continued tounchanged ~~delisting.~~since At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq to the panel, such ~~appeal would be successful~~date.

The ~~Company~~information ~~intends~~provided pursuant to ~~actively~~this ~~monitor~~Item 2.02 is to be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the ~~closing~~Securities ~~bid~~Exchange ~~price~~Act of ~~its~~1934, ~~common~~as ~~stock~~amended, ~~between~~or ~~now~~otherwise ~~and~~subject to the ~~Compliance~~liabilities ~~Date~~of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as ~~appropriate~~amended, ~~will~~nor ~~evaluate~~shall ~~available~~it ~~options~~be todeemed ~~resolve~~incorporated by reference into any of Cutera’s reports or filings with the ~~deficiency~~Securities and ~~regain~~Exchange ~~compliance~~Commission, ~~with~~whether made before or after the ~~minimum~~date ~~bid~~hereof, ~~price~~except ~~requirement~~as expressly set forth by specific reference in such report or filing.

~~Item~~Except 5for the historical information contained in this report, the statements made by Cutera are forward-looking statements that involve risks and uncertainties.02 All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. ~~Departure~~ Cutera’s future financial performance could differ significantly from the expectations of ~~Directors~~management and from results expressed or ~~Certain~~implied ~~Officers;~~in ~~Election~~the ofpress ~~Directors;~~release. ~~Appointment~~Please ofrefer ~~Certain~~to ~~Officers;~~the ~~Compensatory~~text ~~Arrangements~~portion of ~~Certain~~the ~~Officers~~press release for further discussion about forward-looking statements. For further information on risk factors, please refer to “Risk Factors” contained in Cutera’s most recently filed Form 10-K and its subsequent filings with the Securities and Exchange Commission, as well as in the press release attached as Exhibit 99.1 hereto. Cutera disclaims any obligation or duty to update or modify these forward-looking statements.

~~On September 26, 2024, Michael A~~Item 9. ~~Karavitis, the Company’s Chief Technology Officer, notified the Company of his resignation, effective September 30, 2024, as an employee of the Company~~01. ~~Dr.~~ Financial ~~Karavitis~~Statements ~~will~~and ~~continue to advise the company to ensure a smooth transition~~Exhibits.

(d)Exhibits.


Exhibit No.						Description
99.1						Press Release of Cutera, Inc. dated as of Novem ber 7 , 2024.
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: October 1, 2024	By:	/s/ Stuart Drummond
Date: November 7, 2024	/s/ Stuart Drummond
	Stuart Drummond	~~Stuart Drummond~~
	Interim Chief Financial Officer	~~Interim Chief Financial Officer~~

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