UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

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

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(date of ~~1934~~earliest event reported): February 12, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 25, 2024, the Compensation Committee of the Board of Directors, or the Board, of Cutera, Inc., or the Company, recommended, and the Board approved, one-time special cash performance and incentive bonus awards, or Incentive Awards, for the Company’s executive officers, in each case pursuant to, and subject to the terms and conditions of, a letter agreement, or Bonus Letter, the form of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. (b)

~~Accordingly,~~On onFebruary ~~November~~12, 252025, ~~2024~~Jeryl (Jeri) Hilleman resigned from the board of directors (the “Board”) of Cutera, Inc. (the “Company”), ~~entered~~effective ~~into~~immediately. aMs. ~~Bonus~~Hilleman’s ~~Letter~~resignation ~~with~~was ~~each~~not ofdue ~~its~~to ~~named~~any ~~executive~~disagreement ~~officers~~with the Company, ~~providing~~the ~~for~~Board, or management on any matter related to the ~~following~~Company’s ~~Incentive~~operations, ~~Awards:~~policies or practices.

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

(d)

~~The~~On ~~Company~~February ~~expects to pay the Incentive Awards on December 15~~13, 2025, ~~in each case less applicable withholdings in accordance with~~ the ~~Company’s~~Board ~~normal~~appointed ~~payroll~~Paul ~~practices. The~~Wierbicki ~~Bonus Letters provide that each Incentive Award is subject~~ to ~~repayment as follows: (i) 100% if~~ the ~~employee~~Board separates from the Company on or before March 31, 2025, except upon a Change in Control (as defined therein) during the Change of Control Period (as defined therein), if terminated without cause, or if terminated with ~~Good~~immediate ~~Reason~~effect ~~(as~~to ~~defined~~fill ~~therein); and (ii) 50% if~~ the ~~employee~~vacancy ~~separates~~created ~~from~~by ~~the~~Ms. ~~Company~~Hilleman’s between April 1, 2025 and June 29, 2025, except upon a Change in Control (as defined therein) during the Change of Control Period (as defined therein), if terminated without cause, or if terminated for Good Reason (as defined therein)resignation.

~~The~~In ~~foregoing~~connection ~~summary~~with ishis ~~not~~appointment ~~intended~~ to bethe ~~complete~~Board, ~~and~~on isFebruary ~~qualified~~13, in2025, ~~its~~Mr. ~~entirety~~Wierbicki byentered ~~reference~~into an independent director engagement agreement with the Company that contemplates payment of a $25,000 monthly fee for his service on the Board, and provides that the minimum fee payable to him shall be no less than $75,000. In light of his agreement, the ~~full~~Board ~~text~~suspended the application of the ~~Bonus~~Company’s ~~Letters~~outside director compensation program to Mr. Wierbicki. In connection with his appointment, Mr. Wierbicki executed the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 ~~hereto~~to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2019, and which is incorporated by reference herein. There are no other arrangements or understandings between Mr. Wierbicki and any other persons pursuant to which he was selected as a director. Additionally, Mr. Wierbicki has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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: December 2, 2024	/s/ Stuart Drummond
Date: February 18, 2025	By:	/s/ Stuart Drummond
	~~Stuart Drummond~~	Stuart Drummond
	~~Interim Chief Financial Officer~~	Interim Chief Financial Officer

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