8-K

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)

June 9, 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	AKU	The Nasdaq Stock Market LLC
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. ☐

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

Appointment of Krishna Kumar

On June 12, 2023, Akumin Inc. (the “Company”), announced the appointment of Krishna Kumar to serve as President and Chief Operating Officer of the Company effective Friday June 16, 2023. Prior to joining the Company, Mr. Kumar, age 52, served as Senior Vice President & Business Leader - Precision Diagnosis at Koninklijke Philips N.V. (“Philips”) from March 2019 to June 2023. Mr. Kumar previously served as Global Business Leader - Emerging Businesses at Philips from July 2015 to March 2019. Prior to joining Philips, Mr. Kumar served in leadership roles across the US, Japan, China and India with Johnson & Johnson. Mr. Kumar holds an undergraduate degree from Bangalore University in India, a Master of Business Administration degree from the Kellogg School of Management at Northwestern University and a post-graduate degree in management from the Indian Institute of Management.

There are no arrangements or understandings between Mr. Kumar and any other person pursuant to which he was selected as an executive officer of the Company, and there are no family relationships between Mr. Kumar and any of the Company’s directors or executive officers. Mr. Kumar 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.

Summary of Material Terms of Krishna Kumar’s Offer Letter

The Company and Mr. Kumar entered into an Offer Letter, dated June 9, 2023 (the “Offer Letter”) in connection with Mr. Kumar’s appointment as President and Chief Operating Officer of the Company.

The Offer Letter provides that Mr. Kumar will receive the following compensation for his services beginning June 16, 2023:

• a base salary of $650,000 per year;

• a one-time signing bonus of $300,000 payable in cash in two installments, $150,000 on the first payroll date following commencement of Mr. Kumar’s employment and $150,000 on the first payroll date following the one-year anniversary of the commencement his employment, provided that he remain employed by the Company on such date;

• a grant of 250,000 restricted stock units on July 15, 2023 under the terms of the Company’s Amended and Restated Restricted Share Unit Plan (the “RSU Plan”);

• eligibility to receive incentive cash bonuses under the Company’s Management Incentive Plan (the “MIP”) based on targets commensurate with other senior management level MIP targets;

• eligibility to receive grants under the Company’s Long Term Incentive Plan consistent with other senior management; and

• participation in the Company’s standard benefits program.

As an executive officer, Mr. Kumar will also enter into the Company’s form of indemnification agreement for executive officers and directors. In addition, Mr. Kumar will enter into the Company’s standard confidentiality and non-solicitation agreement.

If Mr. Kumar’s employment is terminated within the 12 months following a Change of Control (as defined in the RSU Plan), Mr. Kumar will receive a payment equal to 12 months of his then base salary and a bonus under the terms of the MIP equal to 75% of his then base salary.

The Company may terminate Mr. Kumar’s employment at any time, with or without cause or advance notice.

The foregoing summary of the Offer Letter is not complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Offer Letter, dated June 9, 2023, by and between the Company and Krishna Kumar.
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, hereunto duly authorized.

	Akumin Inc.
Date: June 15, 2023	By:	/s/ Riadh Zine
		Riadh Zine Chairman, Chief Executive Officer and Director

EX-10.1

Exhibit 10.1

June 9, 2023

Mr. Krishna Kumar A

Dear Krishna:

This letter confirms our offer to you for the position of President & Chief Operating Officer of Akumin Inc. (the “Company”) and its affiliates. Your annual base salary will be $650,000 per year, paid bi-weekly by Akumin Operating Corp. (a wholly-owned subsidiary of the Company). In this position, you will report directly to Riadh Zine, the Chairman & Chief Executive Officer. Your start date is effective Friday June 16, 2023.

You will also receive a one-time signing bonus of $300,000 payable in cash in two installments: $150,000 on the first payroll date following commencement of your employment and $150,000 on the first payroll date following the one-year anniversary of the commencement of your employment provided that the second instalment shall only be payable to you if you are actively employed by the Company on such one year anniversary date.

You will be eligible to participate in the cash Management Incentive Plan (MIP) of the Company. The incentive target bonus will be commensurate with other senior management level MIP targets payable as defined under the provisions of the plan and applicable terms and conditions. Incentive targets and criteria are subject to change in accordance with Company policy. Please note that your MIP for 2023 will have an incentive target bonus equal to 75% of your salary provided that your MIP payment for 2023 will be prorated from the date of your commencement of employment.

On July 15^th, 2023, following commencement of your employment, you will receive 250,000 restricted share units of the Company with such restricted share units being governed in accordance with the terms of the Amended and Restated Restricted Share Unit Plan of the Company (the “RSU Plan”). In addition, provided that your employment relationship has not previously come to an end, following the completion of a Change of Control (as defined in the RSU Plan), if your employment is terminated for any reason (including a voluntary resignation by you) within 12 months following such Change of Control, you will receive a cash payment equal to 12 months of your then base salary plus an incentive target bonus pursuant to the MIP of the Company equal to 75% of your then base salary, in each case, prorated for 2023 if applicable.

In addition, in 2024 and beyond, you will be eligible to receive Long Term Incentive Plan (LTIP) grants which would be consistent with other senior management at your level. Annual grants are subject to the discretion of the Board.

You are also eligible for all company benefits, including a car allowance of $2,000 a month, subject to the terms and conditions of each program. You will be required to execute the Company’s standard Confidentiality & Non-Solicitation Agreement as a condition to commencement of employment.

Either you or the Company may end the employment relationship at any time, with or without cause or advance notice. The Company is an at-will employer; therefore, this letter and any policies of the Company do not constitute an employment contract.

If you agree with the terms in this letter, please accept this offer electronically by no later than 11.59pm (EST) on June 9, 2023. If you have any questions, please feel free to contact me at or ..

Krishna, I am very excited to invite you to join us here at Akumin. As you know, our team members are talented, highly motivated professionals. We are committed to being a patient-centric and a premier hospital partner organization.

I look forward to receiving your acceptance and welcoming you as a member of the Akumin Team!

Warmest regards,

/s/ Riadh Zine

Riadh Zine

Chairman and Chief Executive Officer

Akumin Inc.

ACKNOWLEDGEMENT: I accept the offer of the position of President & Chief Operating Officer.

/s/ Krishna Kumar A

Krishna Kumar A

XML

Document and Entity Information	Jun. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 09, 2023
Entity Registrant Name	Akumin Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39479
Entity Tax Identification Number	88-4139425
Entity Address, Address Line One	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
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	AKU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001776197
Amendment Flag	false