NONE 0001776197 false 0001776197 2023-12-29 2023-12-29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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)

December 29, 2023

 

 

Akumin Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-39479   88-4139425

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8300 W. Sunrise Boulevard

Plantation, Florida

  33322
(Address of principal executive offices)   (Zip Code)

(844) 730-0050

(Registrant’s telephone number, including area code)

(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 or to be 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, $0.01 par value per share   AKUMQ*   OTC Pink Open Market*
Common Stock, $0.01 par value per share   AKU   Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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.

 

*

On November 20, 2023, the Nasdaq Stock Market LLC (“Nasdaq”) filed a Form 25-NSE with the U.S. Securities and Exchange Commission to delist the common stock of Akumin Inc. (the “Company”) from Nasdaq. The delisting became effective on November 30, 2023, 10 days after the filing date of the Form 25-NSE. The Company’s common stock has commenced trading on the OTC Pink Open Market under the symbol “AKUMQ”.

 

 

 


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

Resignation of David Kretschmer

On December 29, 2023, David Kretschmer, the Chief Financial Officer (“CFO”) of Akumin Inc. (the “Company”), entered into a Confidential Separation Agreement and General Release (the “Separation Agreement”) with the Company. Under the terms of the Separation Agreement, Mr. Kretschmer submitted to the Company a Notice of Resignation (the “Notice of Resignation”) dated December 29, 2023 announcing his intention to resign from his position as CFO of the Company effective on December 29, 2023 (the “CFO Position Resignation Date”).

Summary of the Material Terms of the Separation Agreement

Pursuant to the terms of the Separation Agreement, and subject to Mr. Kretschmer’s compliance with his continuing obligations under the Separation Agreement, the Company agreed that (i) it would retain Mr. Kretschmer as an employee from the CFO Position Resignation Date until the Separation Date (as defined in the Separation Agreement) (the time between the CFO Position Resignation Date and Separation Date shall be referred to as the “Transition Period”) and that (ii) during the Transition Period, (A) Mr. Kretschmer would no longer receive any compensation including compensation for his services as CFO of the Company as provided in the Amended Offer Letter between him and the Company, dated February 16, 2023 (the “Amended Offer Letter”), which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 23, 2023, (B) Mr. Kretschmer will be available to provide reasonable consultation services and transition-related services, and (C) Mr. Kretschmer would continue to participate in any available employee health and benefit plans and policies that he participated in prior to the CFO Position Resignation Date but not in any employee bonus or severance plans and policies of the Company except as otherwise provided in the Separation Agreement), (D) Mr. Kretschmer would not earn or accrue any vacation time or other paid leave during the Transition Period, and (E) the Company would reimburse reasonable business expenses properly incurred by Mr. Kretschmer prior to the Separation Date in furtherance of his employment with the Company, subject to the Company’s applicable business expense reimbursement policy.

All Restricted Share Units (as defined in the Company’s Amended and Restated Restricted Share Unit Plan (the “RSU Plan”)), which RSU Plan was filed as Exhibit 10.3 of the Company’s Form 10-Q filed with the SEC on August 9, 2023, held by Mr. Kretschmer that were unvested as of the CFO Position Resignation Date will vest on the CFO Position Resignation Date and will be settled in accordance with the RSU Plan and the Separation Agreement.

The foregoing descriptions of the Separation Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Appointment of Ronald J. Bienias as Interim Chief Financial Officer

On December 29, 2023, the Company appointed Ronald J. Bienias to serve as the Company’s Interim Chief Financial Officer (“Interim CFO”). Mr. Bienias, age 53, currently serves as the Company’s Chief Restructuring Officer (“CRO”) and has served as a Partner & Managing Director at AlixPartners, LLP (“AlixPartners”) since January 2021. Mr. Bienias previously served as Director at AlixPartners from April 2017 through January 2021. He is a Certified Insolvency and Restructuring Advisor, and a Certified Turnaround Professional. Mr. Bienias holds an MBA from the University of Michigan’s Ross School of Business.

There are no arrangements or understandings between Mr. Bienias and any other person pursuant to which he was selected as Interim CFO of the Company, and there are no family relationships between Mr. Bienias and any of the Company’s directors or executive officers. Mr. Bienias has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.


The appointment of Mr. Bienias as Interim CFO is made pursuant to the Agreement for Interim Management Services between AlixPartners, LLP and Akumin, Inc. and certain of its affiliates and subsidiaries, dated October 17, 2023 (the “Interim Management Services Agreement”) filed as Exhibit 10.2 to the Company’s Current Report filed with the SEC on October 20, 2023 and the Addendum 1 thereto, dated December 12, 2023 (the “Interim Management Services Agreement Addendum”), which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with his service as the Company’s CRO and Interim CFO, Mr. Bienias will not receive any compensation directly from the Company. Instead, the Company agreed to pay AlixPartners the following fees for its consulting services in connection with a restructuring of the Company (“the Restructuring”): (i) the Company will pay AlixPartners specified hourly rates for the services of Mr. Bienias and of other AlixPartners personnel, as well as provide reimbursement for all reasonable out-of-pocket expenses incurred by AlixPartners in connection with the Restructuring and (ii) the Company paid AlixPartners a retainer in the amount of $250,000 pursuant that certain engagement letter between the Company and AlixPartners dated September 12, 2023, which shall be applied against the fees due to AlixPartners under the Interim Management Services Agreement. AlixPartners will refund any unused amounts remaining on account.

The foregoing descriptions of (i) the Interim Management Services Agreement and (ii) the Interim Management Services Agreement Addendum do not purport to be complete and are qualified in their entirety by reference to (1) the full text of the Interim Management Services Agreement, which is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2023 and is incorporated herein by reference and (2) the full text of the Interim Management Services Agreement Addendum, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD.

On December 29, 2023, the Company issued a press release announcing the resignation of Mr. Kretschmer. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.    Description
10.1    Confidential Separation Agreement and General Release, dated December 29, 2023, by and between the Company and David Kretschmer.
10.2    Agreement for Interim Management & Consulting Services - Addendum 1, dated December 12, 2023.
99.1    Press Release, dated December 29, 2023.
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.

 

    Akumin Inc.
Date: January 2, 2024     By:  

/s/ Riadh Zine

     

Riadh Zine

Chairman, Chief Executive Officer and Director

Exhibit 10.1

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

This Confidential Separation Agreement and General Release (“Agreement”), which shall for avoidance of doubt include any attachments hereto, is entered into by and between Akumin Inc. (the “Company”) and David Kretschmer (the “Employee”).

WHEREAS, the Employee and the Company are party to that certain Offer Letter Agreement effective as of August 12, 2022 as amended on February 16, 2023 (as amended, the “Employment Agreement”);

WHEREAS, the Employee and the Company are party to that certain Restated Restricted Share Unit Plan (the “RSU Plan”) and the applicable Restricted Share Unit Grant Agreements (the “Award Agreements”), pursuant to which the Company has previously granted to the Employee 400,000 Restricted Share Units (the “RSUs”);

WHEREAS, for the avoidance of doubt, and subject to the terms of the RSU Plan, the Award Agreements, and Section 8 of this Agreement, the Employee’s RSUs shall be vested and payable as of the CFO Position Resignation Date (as defined below) pursuant to the terms of the RSU Plan, the Award Agreements, and Section 8 of this Agreement;

WHEREAS, the Company has filed a Joint Prepackaged Chapter 11 Plan of Reorganization of Akumin Inc. and its Debtor Affiliates (the “Reorganization Plan”);

WHEREAS, the Employee has given notice of his intent to resign his position as CFO with the Company effective December 29, 2023;

WHEREAS, the Employee and the Company desire to enter into an agreement regarding the Employee’s separation from employment with the Company and a release of claims.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Employee agree as follows:

1. Separation from Role. The Employee’s role as Chief Financial Officer of the Company will end at the close of business on December 29, 2023 (the “CFO Position Resignation Date”). At such time, the Employee will resign from any and all officer positions that he holds with the Company and, as applicable, its affiliates effective as of the CFO Position Resignation Date. The Employee agrees to take any additional steps and sign any additional documentation as reasonably requested by the Company to fully effectuate such resignations.

2. Transition Period and Termination from Employment. Provided that the Employee signs, dates, and returns this Agreement to the Company through Richard Kranz, the Company’s Chief Human Resources Officer, at richard.kranz@akumin.com no later than January 8th, 2024, (which shall be no earlier than the CFO Position Resignation Date, as defined below) (the “Effective Date”) and complies with its terms:

(a) From the CFO Position Resignation Date until five (5) days following the completion of the Reorganization Transaction referenced in the Reorganization Plan (“the Separation Date”) (the time between the CFO Position Resignation Date and Separation Dates shall be referred to as the “Transition Period”) the Employee shall remain a Company employee and will be available to provide reasonable consultation services and transition related services. As of the Separation Date, the Employee’s employment with the Company will end.


(b) During the Transition Period, the Employee will not be paid; however the Employee will continue to participate in any available employee health and benefit plans and policies in which he currently participates, subject to Section 4 of this Agreement, but not any employee bonus or severance plans and policies in which he currently participates (other than any change in control bonus payment, if earned, under the Employment Agreement), as in effect and amended from time to time. The Employee agrees that he shall not earn or accrue any vacation time or other paid leave during the Transition Period. For the avoidance of doubt, provided that the Employee has satisfied his obligations under this Agreement, the Employee will continue to participate in any change in control bonus payment set forth under the Employment Agreement. The Company agrees not to exercise any right it may have to reject the Employment Agreement.

(c) The Employee agrees that the provision of the Transition Period and the Company’s agreement not to exercise any right to reject the Employment Agreement (the “Separation Benefits”) provide him with valuable consideration and, absent the execution of this Agreement, Employee would not be legally entitled to receive such Separation Benefits. The Employee understands and agrees that such Separation Benefits are expressly conditioned upon the Employee’s compliance with the terms of this Agreement. Should the Employee violate any such term(s), the Employee will not receive any further Separation Benefits from the Company, and the Employee’s employment will immediately terminate.

3. Final Paycheck, PTO, and Business Expenses.

(a) Following the Separation Date, the Company will pay the Employee his final wages, including any accrued but unused vacation and any amounts required to be paid to him by the terms of the Company’s employee benefit plans or applicable law.

(b) The Company also will reimburse the Employee for reasonable business expenses properly incurred by the Employee prior to the Separation Date in furtherance of his employment with the Company, subject to the Company’s applicable business expense reimbursement policy. The Employee shall submit all requests to the Company for expense reimbursements within thirty (30) days after the Separation Date. Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law.

(c) The compensation described in paragraphs (a) and (b) of this Section 3 shall be paid regardless of whether the Employee signs this Agreement.

4. Employee Benefits. Except as set forth in this Agreement or as otherwise required by applicable law (including, without limitation, under COBRA), the Employee’s participation in and rights under any Company employee benefit plans and programs will be governed by the terms and conditions of those plans and programs, which plans, programs, terms and conditions may be amended, modified, suspended or terminated by the Company at any time for any or no reason to the extent permitted by law.

5. Released Parties. The term “Released Parties” as used in this Agreement include: (a) the Company and its past, present and future parents, divisions, subsidiaries, partnerships, affiliates and other related entities (whether or not they are wholly owned); and (b) the past, present and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors and assigns of each entity listed in subparts (a) and (b) above.

 

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6. Release of All Claims. The Employee, and anyone claiming through the Employee or on the Employee’s behalf, including but not limited to Employee’s successors, heirs, and assigns, hereby waive and release the Company and the other Released Parties with respect to any and all claims, whether currently known or unknown, that the Employee now has or has ever had against the Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which the Employee signs this Agreement, subject to the exceptions set forth below. Without limiting the generality of the foregoing, the claims waived and released by the Employee hereunder include, but are not limited to:

(a) all claims arising out of or related in any way to the Employee’s employment, compensation, other terms and conditions of employment, or termination from employment with the Company, including without limitation all claims pursuant to the Employment Agreement, the RSU Plan, and all claims for any compensation payments, bonus, severance pay, or any other compensation or benefit (but not including any claims for amounts or benefits payable under this Agreement);

(b) all claims that were or could have been asserted by the Employee or on his behalf which arise out of, relate to or are connected with the Employee’s employment with, or the Employee’s separation or termination of employment from, the Company: (i) in any federal, state, or local court, commission, or agency; (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, impairment of economic opportunity, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment and any other contract, tort or other common law claim of any kind); (iii) for employment discrimination based on race, color, religion, national origin, sex or any other class and/or characteristic protected by any applicable state, federal, local law, statute, or regulation, except otherwise provided herein; or (iv) that Released Parties have defamed the Employee, invaded the Employee’s privacy or inflicted emotional distress or mental anguish upon the Employee, or has in any way committed a tortious act in connection with the Employee’s hiring or employment including, but not limited to, claims of intentional interference with contract, negligence, detrimental reliance, loss of consortium to the Employee or any member of the Employee’s family and/or promissory estoppel; and

(c) all claims that were or could have been asserted by the Employee or on his behalf under any other federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, Employee order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; Post-Civil War Reconstruction Acts, including the Civil Rights Act of 1866, 14 Stat. 27-30; Civil Rights Act of 1991, 42 U.S.C. § 1981 et seq.; Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; Equal Pay Act of 1963, 29 U.S.C. § 201 et seq.; Pregnancy Discrimination Act of 1978, 42 U.S.C. § 2000e-(k) et seq.; National Labor Relations Act, 29 U.S.C. § 151 et seq.; Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.; the anti-retaliation provisions of the False Claims Act, 31 U.S.C. § 3730 et seq.; Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.; Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.; Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; Health Insurance Portability and Accountability Act of 1996, 110 Stat. 1936; Uniformed Services Employment and Re-employment Act, 38 U.S.C. § 4301 et seq.; the Lilly Ledbetter Fair Pay Act of 2009; Executive Order No. 11246; Executive Order No. 11141; Executive Order No. 11375; the Tennessee Human Rights Act; the Tennessee Disability Act; the Tennessee Pregnant Workers Fairness Act; any other state civil rights act; and all other constitutional, federal, state, local, and municipal law claims, whether statutory, regulatory, common law, or otherwise, including, but not limited to any tort claims, defamation, infliction of emotional distress, civil conspiracy, invasion of privacy, wrongful discharge, negligent or intentional misrepresentation, tortious interference, promissory estoppel, any claim for retaliatory treatment, hostile work environment, constructive discharge, and unjust enrichment, as well as contract and quasi-contract claims, and any claim seeking declaratory, injunctive, or equitable relief, and any claim relating to any and all disputes now existing between the Employee and any of the Released Parties, whether known or unknown, suspected

 

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or unsuspected, for or because of any matter or thing done, omitted, or suffered to be done by any of the Released Parties. This release of claims is intended by the parties to be all encompassing and to act as a full and total release of any claim, whether specifically enumerated herein or not, that the Employee might have or have had, that exists or ever has existed on or prior to the date the Employee signs this Agreement. This release does not include claims which by law cannot be released or to waive a right to any vested benefit.

(d) the Employee acknowledges that he understands that: (i) he is waiving rights or claims which relate to the terms and conditions of his employment arising up to the date he signs this Agreement in exchange for valuable consideration, which is in addition to anything of value to which the Employee is already entitled, and which is the only consideration for signing this Agreement as set forth herein; (ii) he is not waiving any claims that may arise after the date he signs this Agreement (including any right to a change of control bonus or benefit provided for in the Employment Agreement and RSU Plan), and he is not waiving vested benefits, if any; (iii) he is not waiving any existing rights, if any, to indemnification, including rights to indemnification and/or defense under the Employment Agreement or the Company’s or its subsidiaries’ or affiliates’ organizational documents, including such entity’s certificate of incorporation and bylaws and/or any policy or procedure of the Company or any of its subsidiaries or affiliates, or under any insurance contract, in connection with the Employee’s acts and omissions within the course and scope of the Employee’s employment with the Company. (iv) he has been advised that he has until the Effective Date to consider this Agreement; (v) he has been and hereby is advised to have his attorney (chosen by him and at his cost) review this Agreement before signing it; and (vi) he has signed this Agreement voluntarily and with a full understanding of its terms and conditions, which, once effective, may not be amended, supplemented, canceled, or discharged except by a writing signed by the Employee and the Company.

7. No Other Payments or Benefits; Claims; Actions. Except as expressly provided in this Agreement, the Employee acknowledges and agrees that he is not entitled to and will not receive any other compensation, payments, benefits, or recovery of any kind from the Company or the other Released Parties, including without limitation any bonus, severance, equity or other payments. The Employee represents and acknowledges that he has not made any oral or written allegation to the Company that it or any of the other Released Parties engaged in any discriminatory or other unfair employment practice with respect to him during his employment. In the event of any complaint, charge, proceeding or other claim (collectively, “Claims”) filed with any court, other tribunal, or governmental or regulatory entity that involves or is based upon any claim waived and released by the Employee in Section 6 above, the Employee hereby waives and agrees not to accept any money or other personal relief on account of any such Claims for any actual or alleged personal injury or damages to the Employee, including without limitation any costs, expenses and attorneys’ fees incurred by or on behalf of the Employee. For the avoidance of doubt, the release set forth in Section 6 shall not be construed to prohibit Employee from cooperating with any lawfully issued request for information from a governmental authority or taking actions that, as a matter of public policy, are legally protected and not subject to release (collectively, “Actions”). However, in such cases, the Employee acknowledges and agrees that the Employee shall forfeit and have no right, title, interest in, or claim to the proceeds of any such Action, including, but not limited to, a portion of any settlement, judgment, or similar recovery. The Employee represents and warrants that, prior to the Effective Date, the Employee fully and accurately disclosed to the Company any complaints, concerns, facts, circumstances, incidents, or occurrences of which the Employee is aware that could provide the basis for an Action.

8. Withholding; Compliance with IRS Code Section 409A. All amounts and benefits payable under this Agreement shall be reduced by any and all required or authorized withholding and deductions. It is intended that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations relating thereto, so as not to subject the Employee to the payment of any interest and tax penalty which may be imposed under Section 409A of the Code, and this Agreement shall be interpreted and construed accordingly;

 

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provided, however, that the Company and the other Released Parties shall not be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee due to any failure to comply with Section 409A of the Code. The timing of the payments or benefits provided herein may be modified to so comply with Section 409A of the Code. All references in this Agreement to the Employee’s termination of employment shall mean a separation from service within the meaning of Section 409A of the Code, to the extent necessary to be exempt from or comply with Section 409A of the Code. If the Employee is a “specified employee” within the meaning of Section 409A of the Code as of the date of his termination of employment and the Company determines that immediate payment of any amounts or benefits referenced hereunder would cause a violation of Section 409A of the Code, then any such amounts or benefits which are payable upon the Employee’s “separation from service” within the meaning of Section 409A of the Code that: (i) are subject to the provisions of Section 409A of the Code; (ii) are not otherwise exempt under Section 409A of the Code; and (iii) would otherwise be payable during the first six (6)-month period following such separation from service, shall be paid, without interest, on the first business day following the earlier of: (x) the date that is six (6) months and one (1) day following the date of such separation from service; or (y) the date of the Employee’s death. Each payment under this Agreement shall be considered a separate payment for purposes of Section 409A of the Code. Any reimbursement payable to the Employee pursuant to this Agreement shall be conditioned on the submission by the Employee of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to the Employee within thirty (30) days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which the Employee incurred the reimbursable expense. Any amount of expenses eligible for reimbursement or in-kind benefit provided during a calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefit to be provided during any other calendar year. The right to reimbursement or to an in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

9. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by the Employee, the Company and their respective heirs, successors and assigns, except that the Employee may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

10. Continuing Obligations. The Employee acknowledges his continuing obligations owed to the Company, including without limitation pursuant to any agreements or understandings regarding confidentiality, intellectual or other property, or post-employment competitive activities, shall continue in full force and effect in accordance with their respective terms and the Employee hereby reaffirms his commitment to comply in full with all such obligations, except as otherwise provided in Section 12 below.

11. Non-Disparagement. Except as otherwise provided in this Section and Section 12 below, for a period of one (1) year after the Termination Date, Employee shall refrain from all conduct, verbal or otherwise, that disparages or damages the reputation, goodwill, or standing in the community of the Company, the Company’s affiliates, Stonepeak Partners LP and Stonepeak Magnet Holdings (“Stonepeak”) and each of their officers or directors. For the avoidance of doubt, nothing in this Agreement, including this Section, is intended to prevent or does prevent the Employee from speaking regarding any claims of workplace sexual harassment with respect to the Company.

12. Protected Communication. Nothing in this Agreement shall function to prohibit the Employee from (i) reporting or participating in an investigation regarding possible violations of federal or state law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the United States Congress, the Equal Opportunity Employment Commission (“EEOC”), any state or local government entity available for the filing of complaints regarding illegal activity; (ii) from making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation, or (iii) engaging in any protected concerted activity or other activities

 

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protected by the National Labor Relations Act. Nothing in this Agreement, including Section 8 or Section 11, is intended to or does restrain Employee from disclosing the underlying facts of any alleged discriminatory or unfair employment practice. Further, the Employee understands that under the federal Defend Trade Secrets Act of 2016, the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement prevents the disclosure of factual information relating to unlawful employment practices.

13. No Admission. Nothing in this Agreement is intended to or shall be construed as an admission by the Company or any of the other Released Parties that any of them violated any law, interfered with any right, breached any obligation or otherwise engaged in any improper or illegal conduct with respect to the Employee or otherwise. The Company and the other Released Parties expressly deny any such illegal or wrongful conduct.

14. Acknowledgments. The Employee acknowledges, understands, and agrees that:

(a) The Employee has read and understands the terms and effect of this Agreement;

(b) The Employee releases and waives claims under this Agreement knowingly and voluntarily;

(c) The Employee hereby is and has been advised to have the Employee’s attorney or other representative review this Agreement (at his own cost) before signing it;

(d) The Employee has from the date of his receipt of this Agreement until the Effective Date to consider whether to execute this Agreement (“Review Period”); and

(e) The Employee: (i) is not relying upon any statements, understandings, representations, expectations, or agreements other than those expressly set forth in this Agreement; (ii) has made his own investigation of the facts and is relying solely upon his own knowledge and the advice of his own legal counsel; (iii) knowingly waives any claim that this Agreement was induced by any misrepresentation or nondisclosure and any right to rescind or avoid this Agreement based upon presently existing facts, known or unknown; (iv) is entering into this Agreement freely and voluntarily; and (v) has carefully read and understands all of the provisions of this Agreement. Both the Employee and the Company stipulate that the Company is relying upon these representations and warranties in entering into this Agreement. The Employee has been offered and has had the opportunity to negotiate all provisions of this Agreement. These representations and warranties shall survive the execution of this Agreement.

15. Entire Agreement, Amendment, Waiver and Headings. This Agreement, and the continuing obligations incorporated into this Agreement (including without limitation Section 10 herein), respectively, embody the entire agreement and understanding of the parties hereto with regard to the matters described herein and supersede any and all prior and/or contemporaneous agreements and understandings, oral or written, between said parties regarding such matters, provided that nothing in this Agreement shall limit or release the Employee from any other obligation regarding confidentiality, intellectual or other property, or post-employment competitive activities that the Employee has or may have to the Company or any of its affiliates. Except as provided in Section 17 below, this Agreement may be modified only in a written agreement signed by both parties, and any party’s failure to enforce this Agreement in the event of one or more events which violate this Agreement shall not constitute a waiver of any right to enforce this Agreement against subsequent violations. The Section headings used herein are for convenience of reference only and are not to be considered in construction of the provisions of this Agreement.

 

6


16. Venue, Jurisdiction, and Governing Law. In the event of a material breach of any of the terms of this Agreement, either the Employee or the Company may commence an action to enforce the terms of this Agreement in any court of competent jurisdiction within the State of Tennessee. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Tennessee, without regard to its choice of law rules. The Employee understands that if he breaches this Agreement, he may be obligated to repay the Company for the Separation Benefits and that the Company may be entitled to other monetary and equitable relief.

17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

18. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.

The Employee must return a signed copy of this Agreement on or before the end of the Review Period. This Agreement and the offer of the Review Period shall be deemed withdrawn as of the expiration of the Review Period.

 

7


THE PARTIES STATE THAT THEY HAVE READ AND UNDERSTAND THE FOREGOING AND KNOWINGLY AND VOLUNTARILY INTEND TO BE BOUND THERETO:

 

AKUMIN INC.     DAVID KRETSCHMER
By:   /s/ Riadh Zine     /s/ David Kretschmer
Date:   12/29/2023     Date:   12/29/2023
Name:   Riadh Zine      
Title:   Chairman & CEO      

 

[Signature Page]

Exhibit 10.2

 

LOGO

 

Riadh Zine    December 12, 2023
Chairman and Chief Executive Officer   

Akumin Inc.

8300 W. Sunrise Boulevard

  
Plantation, Florida 33322   

Re: Agreement for Interim Management & Consulting Services – Addendum 1

Dear Mr. Zine:

This letter is addendum 1 (“Addendum 1”) to the agreement between AlixPartners, LLP (“AlixPartners”) and the Company dated October 17, 2023 (the “Engagement Letter”). Unless otherwise modified herein, the terms and conditions of the Engagement Letter remain in full force and effect. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Engagement Letter.

The following is in addition to the Engagement Letter:

Objectives and Tasks

Subject to AlixPartners’ (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with the Indemnification section of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company’s governance documents) as official confirmation of the appointment, all of which have been obtained, AlixPartners will provide Ronald J. Bienias to serve as the Company’s interim Chief Financial Officer (“CFO”), as well as continuing to serve as CRO under the Engagement Letter.

In addition to the ordinary course responsibilities of a CFO, Mr. Bienias and AlixPartners will work collaboratively with the senior management team, the Board of Directors and other Company professionals to perform the following services:

CFO

 

   

Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting, and financial reporting information management.

 

   

Assist in developing and implementing cash management strategies, tactics, and processes.

 

   

Identify and implement both short-term and long-term liquidity and EBITDA generating initiatives.

 

   

Assist in negotiations with stakeholders and their representatives, specifically including landlords.

AP Services | 300 N. LaSalle Street | Suite 1900 | Chicago, IL 60654 | 312.346.2500 | alixpartners.com


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Akumin Inc.

Page 2 of 5

 

 

   

Develop and enhance management and Board reporting packages.

 

   

Assist the Company with such other matters as may be requested that fall within AlixPartners’ expertise that are mutually agreeable.

In addition to the CFO duties, AlixPartners will perform the following tasks:

Finance Transformation

 

   

Assist the Company with analyzing performance improvement and cash enhancement opportunities, including assisting with cost reduction initiatives, operational improvement initiatives, accounts receivable management, and accounts payable process improvement opportunities.

 

   

Assist the Company with assessing and providing improvement recommendations related to the Finance Operating Model (e.g., service delivery model, organization, processes, data, reporting, and system).

 

   

Assist the Company with merger and acquisition integration planning and execution for the finance function.

 

   

Assist the Company with such other finance transformation matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable.

Operational Support

 

   

Work with the Company to collect, cleanse, and load data into AlixPartners’ proprietary Radial tool.

 

   

Assist the Company with designing the optimal organizational structure to improve the patient experience and reduce labor costs.

 

   

Assist the Company with the design of a Human Resources dashboard to assist with managing open positions.

 

   

Assist the Company with customer, product, and site profitability analysis.

 

   

Assist the Company with such other operational matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable.

IT Support

 

   

Complete an assessment of the Company’s financial, accounting, treasury, and reporting IT systems and identify process, systems, and EBITDA improvement opportunities.

 

   

Assist the Company with developing a technology implementation roadmap.


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Akumin Inc.

Page 3 of 5

 

   

Assist the Company with such other IT matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable.

Staffing

Ronald J. Bienias will be the Partner and Managing Director responsible for the overall engagement including the CFO and Finance Transformation support. Eric Dzwonczyk will be the Partner and Managing Director responsible for operational support, and Jason Miller will be the Partner and Managing Director responsible for IT support. Misters Bienias, Dzwonczyk and Miller will be assisted by a staff of consultants at various levels who have a wide range of skills and abilities related to this type of assignment. In addition, AlixPartners has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement.

We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks.

Timing and Fees

AlixPartners commenced the operational support work on or around December 1, 2023 and will commence the interim CFO engagement on or around December 18, 2023 after receipt of a copy of this executed Addendum 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objectives and Tasks section above. AlixPartners will commence addition support activities on a mutually agreeable date with the Company after an agreement on scope and timing is reached.

The Company shall compensate AlixPartners for its services, and reimburse AlixPartners for expenses, as set forth on Schedule 1.


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Akumin Inc.

Page 4 of 5

 

* * *

If these terms meet with your approval, please sign and return a copy of this Addendum 1.

We look forward to working with you.

 

Sincerely yours,
AlixPartners, LLP

/s/ Ronald J. Bienias

Ronald J. Bienias
Partner & Managing Director

/s/ David Orlofsky

David Orlofsky
Partner & Managing Director

/s/ Eric Dzwonczyk

Eric Dzwonczyk
Partner & Managing Director

/s/ Jason Miller

Jason Miller
Partner & Managing Director
Acknowledged and Agreed to:
AKUMIN INC.
By:  

/s/ Riadh Zine

Its:   Chairman & CEO
Dated:   12/22/2023 | 6:19 PM EST


LOGO

Schedule 1

Fees and Expenses

 

1.

Fees: AlixPartners’ Fees will be based on the hours spent by AlixPartners personnel at AlixPartners’ hourly rates, which are:

 

Partner & Managing Director

   US$ 1,225 – US$1,495

Partner

   US$ 1,200  

Director

   US$ 960 – US$1,125  

Senior Vice President

   US$ 800 – US$910  

Vice President

   US$ 640 – US$790  

Consultant

   US$ 230 – US$625  

AlixPartners generally reviews and revises its billing rates semi-annually.

AlixPartners’ total fees include any retainer or success fee payable hereunder, if any (together, the “Fees”).

Travel Time: All travel time for any consultant billing on this engagement shall be charged at 50% of their standard hourly rate.

 

2.

Success Fee: AlixPartners does not seek a success fee in connection with this engagement.

 

3.

Expenses: In addition to the Fees set forth in this Schedule, the Company shall pay directly, or reimburse AlixPartners upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this engagement, such as travel, lodging, meals, and eDiscovery related expenses, which will be invoiced at US $25 per GB.

 

4.

Retainer: AlixPartners does not require an additional retainer in connection with this engagement.

 

5.

Payment: AlixPartners will submit monthly invoices for Fees earned and expenses incurred. All invoices are due and payable within thirty (30) days from receipt of relevant invoice.

 

Page 5 of 5

Exhibit 99.1

FOR IMMEDIATE RELEASE

AKUMIN ANNOUNCES LEADERSHIP TRANSITION

PLANTATION, FLORIDA, December 29, 2023—Akumin Inc. (together with its subsidiaries, “we”, “us”, “our,” “Akumin” or the “Company”) (TSX: AKU; OTC Pink Open Market: AKUMQ) announced today that its Board of Directors has appointed Ronald J. Bienias, Akumin’s Chief Restructuring Officer and Partner and Managing Director of AlixPartners, LLP, as Interim Chief Financial Officer, effective today. He will also maintain his current role as Chief Restructuring Officer. Ronald’s appointment follows the resignation of David Kretschmer, as Akumin’s Chief Financial Officer effective today.

Ronald has more than 20 years of experience serving in interim leadership roles or as an advisor at both large and middle-market companies. Leveraging his financial and operational expertise, Ronald guides companies in making data-driven decisions that support restructuring strategies, financial forecasts, and cost reduction programs. Ronald has an MBA from the University of Michigan’s Ross School of Business and is a former Certified Treasury Professional.

About Akumin

Akumin is a national outpatient partner of choice for U.S. hospitals, health systems and physician groups, addressing their outsourced radiology and oncology needs. Akumin provides comprehensive radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 47 states, and offers fixed-site outpatient diagnostic imaging through a network of owned and/or operated facilities. By combining clinical and operational expertise with the latest advances in technology and informatics, Akumin delivers unparalleled patient experiences and outcomes. Our radiology procedures include MRI, CT, PET, PET/CT, ultrasound, 3D mammography, X-ray, and other interventional procedures; our oncology services include a full suite of radiation therapy and related offerings. For more information, visit www.akumin.com.

Contact

R. Jeffrey White

Akumin Investor Relations

1-866-640-5222

jeffrey.white@akumin.com

v3.23.4
Document and Entity Information
Dec. 29, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 29, 2023
Entity Registrant Name Akumin Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39479
Entity Tax Identification Number 88-4139425
Entity Address Address Line 1 8300 W. Sunrise Boulevard
Entity Address City Or Town Plantation
Entity Address State Or Province FL
Entity Address Postal Zip Code 33322
City Area Code 844
Local Phone Number 730-0050
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.01 par value per share
Trading Symbol AKUMQ
Security Exchange Name NONE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001776197
Amendment Flag false

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