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 25, 2024

908 Devices Inc.

(Exact name of registrant as specified in its charter)

645 Summer Street

Boston, MA  02210

(Address of principal executive offices, including zip code)

(857) 254-1500
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last reports)

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:

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  x

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 June 25, 2024, Michele M. Leonhart was appointed to the Board of Directors (the “Board”) of 908 Devices Inc. (the “Company”) expanding the Board from eight to nine directors. Ms. Leonhart will serve as a Class I director, with a term expiring at the Company’s annual meeting of stockholders to be held in June 2027.

In accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”), Ms. Leonhart will receive annual cash compensation of $40,000 for general availability and participation in meetings and conference calls of the Board, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual meetings of the Board. In addition, Ms. Leonhart shall be granted an initial, one-time equity award (the “Initial Award”), representing $200,000 of value on the grant date, with 50% of the value allocated to Restricted Stock Unit awards (“RSUs”), and 50% of the value allocated to Non-Qualified Stock Option awards (“NQSOs”). The RSUs shall vest annually over three (3) years from the director commencement date, with pro rata vesting upon termination of service for any reason, and the NQSOs shall vest monthly over three (3) years from the director commencement date, provided that such director remains a service provider through the applicable vesting dates. The Initial Awards shall be granted under and subject to terms of the Company’s 2020 Stock Option and Incentive Plan.

Ms. Leonhart will also be eligible for equity awards on the same terms as other continuing non-employee members of the Board. Currently, the Policy provides that, on or about the date of each annual meeting of stockholders of the Company (the “Annual Meeting”), each continuing non-employee director, other than a director who joined the Board and received an Initial Award within 90 days of such Annual Meeting, will receive an annual equity award (the “Annual Award”), representing $135,000 of value on the grant date, with 50% of the value allocated to RSUs, and 50% of the value allocated to NQSOs. The RSUs shall vest in full at the one year anniversary of the Annual Meeting, or the day prior to the next Annual Meeting, whichever is first to occur, with pro rata vesting upon termination of service for any reason, and the NQSOs shall vest monthly over one (1) year from the date of the Annual Meeting, provided that such director remains a service provider through the applicable vesting dates. The Annual Awards shall be granted under and subject to terms of the Company’s 2020 Stock Option and Incentive Plan.

All outstanding Initial Awards and Annual Awards held by a non-employee director shall become fully vested and exercisable upon a Sale Event (as defined in the Company’s 2020 Stock Option and Incentive Plan).

Ms. Leonhart also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-250954) filed with the Securities and Exchange Commission on November 25, 2020.

There are no arrangements or understandings between Ms. Leonhart and any other persons pursuant to which Ms. Leonhart was elected as a director. In addition, Ms. Leonhart is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On June 25, 2024, the Company issued a press release announcing the appointment of Ms. Leonhart as a director. The press release is attached hereto as Exhibit 99.1.

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

908 Devices Appoints Michele M. Leonhart, Former Administrator of the United States Drug Enforcement Administration (DEA), to its Board of Directors

BOSTON, June 25, 2024 – 908 Devices Inc. (Nasdaq: MASS), a pioneer of purpose-built handheld and desktop devices for chemical analysis, has appointed Michele M. Leonhart, the former Administrator of the United States Drug Enforcement Administration (DEA), to serve on its Board of Directors effective immediately.

Ms. Leonhart brings a deep understanding of our customers in law enforcement and adjacent markets. Her 34-year career in the DEA encompassed various positions with increasing levels of responsibility, including Special Agent in Charge of the Los Angeles Field Division from 1998 to 2003, Deputy Administrator (nominated by President Bush) from 2003 to 2007, Acting Administrator from 2007 to 2010, and Administrator (nominated by President Obama) from 2010 to 2015. As the highest-ranking executive in the DEA from 2007 to 2015, Ms. Leonhart was responsible for leading the $2.4 billion global drug enforcement, intelligence, laboratory, administrative, and regulatory operations of the agency’s 227 domestic and 86 foreign offices and directed day-to-day operations and oversight of over 9,000 employees. Ms. Leonhart retired from the DEA in 2015 and has served on the Board of Directors of the non-profit D.A.R.E America / D.A.R.E. International since 2015, and as its Board Chair since 2018.

“I am delighted to welcome Michele to 908 Devices’ Board of Directors,” said Kevin Hrusovsky, Chairman of 908 Devices. “Michele brings extensive government knowledge and experience on drug interdiction, from local to federal levels, and importantly, is a passionate advocate for the prevention of substance abuse in children and young adults.”

“I am honored to join the Board of Directors for 908 Devices,” said Ms. Leonhart. “I look forward to working with the Company’s talented leadership team as they further their efforts in providing law enforcement personnel with devices that rapidly identify illicit drugs to keep our communities safe.”

“I am very excited to have Michele join us at this juncture in our company’s growth,” said Kevin J. Knopp, CEO and co-founder of 908 Devices. “We recently expanded our forensics technology portfolio with the acquisition of RedWave Technology, and Michele’s wealth of experience will support our efforts to further penetrate the forensics market.”

About 908 Devices

908 Devices Inc. (Nasdaq: MASS) is revolutionizing chemical analysis with its simple handheld and desktop devices, addressing life-altering applications. The Company’s devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers to directly address some of the most critical problems in bioprocessing, pharma/biopharma, forensics, life sciences research and adjacent markets. The Company is headquartered in the heart of Boston, where it designs and manufactures innovative products that bring together the power of complementary analytical technologies, microfluidic sampling and separations, software automation, and machine learning. For more information, visit www.908devices.com.

Forward Looking Statements

This press release includes “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including the risks outlined under “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission which are available on the SEC’s website at www.sec.gov. Additional information will be made available in the Company’s annual and quarterly reports and other filings that it makes from time to time with the SEC. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as may be required by law.

Media Contact  

Barbara Russo

brusso@908devices.com

Investor Contact  

Carrie Mendivil  

IR@908devices.com