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): August 1, 2019

 

FULGENT GENETICS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

(626) 350-0537

(Registrant’s telephone number, including area code)

 

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:

 

☐    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:

 

 

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 ☒

 

 

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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. ☒

 

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

 

On August 1, 2019, the Board of Directors (the “Board”) of Fulgent Genetics, Inc. (the “Company”) increased the authorized size of the Board from four authorized seats to five authorized seats and appointed Linda Marsh to serve as a member of the Board. Ms. Marsh was also appointed to serve as a member of the Audit, Nominating and Compensation Committees of the Board.

Ms. Marsh will be compensated in accordance with the terms of the Company’s Director Compensation Program. In accordance with the Director Compensation Program, Ms. Marsh received an initial option to purchase 20,000 shares of common stock of the Company (the “Common Stock”) upon her election to the Board, at an exercise price of $7.56, the closing share price of the Common Stock on the Nasdaq Stock Market on August 1, 2019 (the “Initial Option Grant”). The shares subject to the Initial Option Grant vest over a period of four years, with 1/4th of such shares vesting 12 months after August 1, 2019, and 1/16th of such shares vesting at the end of every three-month period over the 36 months thereafter, subject to Ms. Marsh’s continued service as a director of the Company.

In connection with her election to the Board, Ms. Marsh entered into an Indemnification Agreement with the Company on substantially the same form of indemnification agreement that the Company has entered into with its other directors, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-213469) filed with the SEC on September 2, 2016. The Indemnification Agreement provides that the Company will indemnify Ms. Marsh for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director.

There are no other arrangements or understandings between Ms. Marsh and any other person pursuant to which Ms. Marsh was elected as a director.

A copy of the press release announcing Ms. Marsh’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

 

 

 

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SIGNATURE

 

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 hereunto duly authorized.

 

 

 

 

Exhibit 99.1

Fulgent Genetics Names Linda Marsh to Board of Directors

 

 

TEMPLE CITY, California –August 5, 2019 – Fulgent Genetics, Inc. (NASDAQ: FLGT) (“Fulgent Genetics”, “Fulgent” or the “company”) today announced the addition of Linda Marsh, Senior Executive Vice President of AHMC Healthcare, Inc. to its board of directors, effective August 1.

 

“We’re honored to welcome Ms. Marsh to our Board of Directors,” said Ming Hsieh, Chairman and Chief Executive Officer of Fulgent Genetics. “Her knowledge and expertise in the healthcare industry, government relations and reimbursement will bring invaluable insight to our Board of Directors, and to Fulgent Genetics as a whole. We look forward to the contributions that Ms. Marsh will add to our organization as we deliver our next generation sequencing capabilities to our growing customer base.”

 

“I am excited to be joining Fulgent Genetics’ Board of Directors,” said Ms. Linda Marsh. “I admire Fulgent for its technology platform, built to deliver next generation sequencing capabilities to hospitals, clinics and research organizations. I am pleased to have the opportunity to work with fellow Board members and management as the company strives to achieve its goals.”

 

Ms. Marsh has been a member of the Board of Directors of Apollo Medical Holdings, Inc. since January 2019, and she is currently the Senior Executive Vice President of AHMC Healthcare Inc. (“AHMC Healthcare”), a fully-integrated hospital health system in Southern California with over 1,200 acute care beds and over 7,000 employees. She joined AHMC Healthcare in 1999 and oversees all financial matters for seven acute care hospitals: San Gabriel Valley Medical Center, Garfield Medical Center, Anaheim Regional Medical Center, Whittier Hospital Medical Center, Alhambra Hospital, Monterey Park Hospital and Greater El Monte Community Hospital. Additionally, Ms. Marsh is responsible for all federal, state and local government relations, as well as all risk management activities. Ms. Marsh is a Board member of the Hospital Association of Southern California, a Board member of Private Essential Access Community Hospitals and also a Board member of the American Red Cross. She is also an active member in the Healthcare Financial Management Association. In addition, she chairs or is a participating member of numerous hospital governing boards, hospital committees and community organizations. Ms. Marsh received a Bachelor of Science degree in Economics and a Master’s degree in Accounting from the University of Southern California. She also completed a Healthcare Executive Program at the University of Colorado.  

 

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About Fulgent Genetics

Fulgent Genetics is a technology company with a focus on offering comprehensive genetic testing to provide physicians with clinically actionable diagnostic information they can use to improve the quality of patient care. The company has developed a proprietary technology platform that allows it to offer a broad and flexible test menu and continually expand and improve its proprietary genetic reference library, while maintaining accessible pricing, high accuracy and competitive turnaround times. The company believes its test menu offers more genes for testing than its competitors in today’s market, which enables it to provide expansive options for test customization and clinically actionable results.

 

Investor Relations Contact:

The Blueshirt Group

Nicole Borsje, 415-217-2633, nborsje@blueshirtgroup.com