Cutera announced that it has entered into cooperation agreements with two of its largest stockholders, Pura Vida Investments LLC and RTW Investments LP, which collectively own more than 15% of the company’s outstanding shares. Pursuant to the agreements, Cutera will appoint Kevin J. Cameron, Taylor C. Harris, Nicholas S. Lewin, and Keith J. Sullivan to the Board of Directors following the Special Meeting of Stockholders to be held on June 9, 2023. Mr. Harris will also serve as a special advisor and consultant to the company.

The new independent directors and three incumbent directors—Janet D. Widmann, Sheila A. Hopkins, and Juliane T. Park—will be nominated for election to the Board at the company’s 2023 Annual Meeting of Stockholders. Cutera anticipates that its new permanent CEO, when identified and hired, will also join the Board.

In connection with the agreement, Pura Vida and RTW have agreed to vote against the removal of directors at the upcoming Special Meeting and to support the Board Slate at the annual meeting.

“As Cutera evolves, ensuring that our Board has the skills and expertise to oversee the strategy and execution of the business is paramount," Janet D. Widmann, Chair of the Cutera Board of Directors, said in a company news release. "We appreciate the time and input of our stockholders, including Pura Vida and RTW, as we reconstitute the Board to ensure diverse perspectives and relevant experience are present on the Board. We look forward to welcoming the new directors to our Board.”

Efrem Kamen, Co-Founder and Managing Partner of Pura Vida, stated, “As long-term investors, we recognize and appreciate the Special Committee’s efforts to work on behalf of, and protect the interests of, all stockholders. While inconceivable that Cutera was put in this situation, we believe today’s announcement best positions the company for long-term success. We are pleased with the anticipated appointments of Kevin, Taylor, Nick and Keith and believe they will further advance the company’s efforts to build long-term value for stockholders.”

“The company has benefited enormously from the contributions of Greg Barrett and Tim O’Shea, and we thank them for their years of dedicated service to Cutera and our stockholders,” said Ms. Widmann. “These excellent directors never lost focus on the importance of the work we do as a Board or the goal of enhancing stockholder value.”

Cutera stated that it continues to seek ways to resolve its ongoing dispute with J. Daniel Plants and David H. Mowry and is in active discussions with Mr. Mowry toward that end.