Form 10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-K

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number:

001-39479

AKUMIN INC.

(Exact name of registrant as specified in its charter)


Ontario		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8300 W. Sunrise Boulevard

Plantation, Florida 33322

(844) 730-0050

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, no par value	AKU	The Nasdaq Stock Market
Common Shares, no par value	AKU	The Toronto Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒


Auditor PCAOB ID Number: 249		Auditor Name: Ernst & Young LLP		Auditor Location: Orlando, Florida

The

aggregate market value of the common shares held by

non-affiliates

of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $

140.5

million.

As of April 11, 2022, there were 89,516,513 common shares

outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.


		Page
PART III

Item 10.	Directors, Executive Officers and Corporate Governance		1
Item 11.	Executive Compensation		5
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		15
Item 13.	Certain Relationships and Related Transactions, and Director Independence		16
Item 14.	Principal Accountant Fees and Services		17

PART IV

Item 15.	Exhibits and Financial Statement Schedules		18

Signatures			19


Name	Age	Position(s)
Executive Officers
Riadh Zine	50	Chairman of the Board of Directors, Chief Executive Officer and Director
William Larkin	52	Chief Financial Officer
Matthew Cameron	40	Chief Legal Officer and Corporate Secretary
Paul Nelis	54	Chief Information Officer
Douglas McCracken	53	President, Oncology
Laurie Miller	55	Chief Human Resources Officer
Tracy Wiese	53	Chief Strategy & Marketing Officer
Gina Bonica-Delgado	45	General Counsel, Chief Risk Officer and Assistant Secretary
Holly Huso	58	Enterprise Sales Officer
Rohit Navani	45	Executive Vice President and Chief Transformation Officer
Non-Employee Directors
Stanley Dunford	73	Chairperson Emeritus of the Board of Directors and Director
Murray Lee	62	Director, Lead Independent Director
James Webb	62	Director
Thomas Davies	63	Director
Haichen Huang	28	Director
Paul Viviano	69	Director
James Wyper	32	Director


Name and Principal Position	Year		Salary ($) (1)		Bonus ($)			Stock Awards ($) (4)		Nonequity Incentive Plan Compensation ($)			All Other Compensation ($) (5)		Total ($)
Riadh Zine		2021		662,500		1,300,000	(2)		1,521,000		—			9,600		3,493,100
Chief Executive Officer		2020		510,000		750,000	(3)		1,178,100		—			3,200		2,441,300
Rhonda Longmore-Grund		2021		252,698		—			169,000		78,449	(6)		—		500,147
Former Co-Chief Executive Officer
Rohit Navani		2021		411,540		200,000	(2)		84,500		—			29,800		725,840
Executive Vice President and Chief Transformation Officer		2020		355,385		330,000	(3)		285,600		—			15,877		986,862
Matthew Cameron		2021		261,150		250,000	(2)		169,000		—			12,520		692,670
Chief Legal Officer and Corporate Secretary		2020		187,384		100,000	(3)		142,800		—			5,858		436,043


Event Provisions		Provisions

Termination for Cause		All vested and unvested options held by the holder will immediately terminate and become null, void and of no effect on the date on which Akumin gives notice of termination for cause.

Ceasing to be a (non-executive) Director		The expiry date for options that had vested on the date such holder ceases to be a director will be the earlier of the expiry date shown on the relevant grant agreement and the date that is 180 days following the date such holder ceases to be an eligible participant (as a result of his or her ceasing to be a director of the Company). Options which are outstanding but unvested on the date such holder ceases to be a director will immediately terminate and become null, void and of no effect.

Voluntary Resignation or Termination without Cause		The expiry date for options that had vested on the date such holder voluntarily resigns or is terminated by the Company without cause will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 30 days following the date such holder ceases to be an eligible participant (as a result of his or her voluntary resignation or termination without cause). Options which are outstanding but unvested on the date such holder voluntary resigns or is terminated by the Company without cause will immediately terminate and become null, void and of no effect.

Disability		The Board may in its discretion determine that a holder with a disability shall no longer be an eligible participant. If so, the expiry date for options that had vested on the date such holder ceases to be an eligible participant will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days following the date such holder ceases to be an eligible participant. Options which are outstanding but unvested on the date such holder ceases to be an eligible participant will immediately terminate and become null, void and of no effect.

Retirement		The expiry date for options that had vested on the date such holder ceases to be an eligible participant as a result of his or her retirement in accordance with the Company’s then applicable retirement policy or a determination of the Board will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days following the date such holder ceases to be an eligible participant. Options which are outstanding but unvested on the date such holder ceases to be an eligible participant will immediately terminate and become null, void and of no effect.

Death		The expiry date for options that had vested immediately prior to the death of the holder will be the earlier of the expiry date shown on the relevant grant agreement and the date which is 180 days after the date of such holder’s death. Options that are outstanding but unvested immediately prior to the holder’s death will immediately terminate and become null, void and of no effect upon the death of the holder.


			Option Awards									Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable (1)			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (2)			Market Value of Shares or Units of Stock That Have Not Vested ($) (3)
Riadh Zine		3/15/16		825,268		—			0.50		3/15/26
Co-Chief Executive Officer		11/16/18		875,000		—			3.74		11/16/25
		11/18/19		566,820		279,180	(4)		3.29		11/18/26
		3/9/21											330,000	(5)		577,500
		12/17/21											900,000	(6)		1,575,000
Rhonda Longmore-Grund		12/17/21		—		—			—		—		100,000	(7)		175,000
Former Co-Chief Executive Officer
Rohit Navani		3/15/16		400,000		—			0.50		3/15/26
Executive Vice President and Chief Transformation Officer		11/16/18		325,000		—			3.74		11/16/25
		11/18/19		147,400		72,600	(8)		3.29		11/18/26
		3/9/21											80,000	(9)		140,000
		12/17/21											50,000	(10)		87,500
Matthew Cameron		11/16/18		100,000		—			3.74		11/16/25
Chief Legal Officer and Corporate Secretary		11/18/19		46,900		23,100	(11)		3.29		11/18/26
		3/9/21											40,000	(12)		70,000
		12/17/21											100,000	(13)		175,000


(1)		Amounts in this column reflect stock options granted which have not yet vested in accordance with the terms of our Option Plan and therefore may not yet be exercised for common shares.
(2)		Amounts in this column reflect RSUs granted that have not yet vested in accordance with the terms of our Option Plan and therefore may not yet be settled for common shares.
(3)		Based on the closing sale price of our common stock on NASDAQ of $1.75 per share on December 31, 2021.
(4)		Approximately 67% of the common shares subject to this option were vested as of December 31, 2021, and the remaining 33% will vest on November 18, 2022.
(5)		Approximately 50% of the RSUs vested on March 9, 2022, and the remaining 50% will vest on March 9, 2023.
(6)		Approximately 50% of the RSUs will vest on December 17, 2022, and the remaining 50% will vest on December 17, 2023.
(7)		Approximately 50% of the RSUs will vest on December 17, 2022, and the remaining 50% will vest on December 17, 2023.
(8)		Approximately 67% of the common shares subject to this option were vested as of December 31, 2021, and the remaining 33% will vest on November 18, 2022.
(9)		Approximately 50% of the RSUs vested on March 9, 2022, and the remaining 50% will vest on March 9, 2023.
(10)		Approximately 50% of the RSUs will vest on December 17, 2022, and the remaining 50% will vest on December 17, 2023.
(11)		Approximately 67% of the common shares subject to this option were vested as of December 31, 2021, and the remaining 33% will vest on November 18, 2022.
(12)		Approximately 50% of the RSUs vested on March 9, 2022, and the remaining 50% will vest on March 9, 2023.
(13)		Approximately 50% of the RSUs will vest on December 17, 2022, and the remaining 50% will vest on December 17, 2023.


Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)		Option Awards ($) (3)(4)		All Other Compensation ($)		Total ($)
Stanley Dunford		72,500		—		74,999		—		147,499
Murray Lee		72,500		—		74,999		—		147,499
James Webb		65,000		—		74,999		—		139,999
Thomas Davies		72,500		—		74,999		1,132		148,630
Haichen Huang		16,667		—		—		—		16,667
Paul Viviano		4,167		—		—		—		4,167
James Wyper		4,167		—		—		—		4,167


(1)		Amounts in this column reflect cash paid to each non-executive director as described below for positions held. Mr. Dunford served as chair until August 30, 2021 and chairman emeritus from September 1, 2021 until December 31, 2021. Mr. Lee served as lead independent director, chairman of the compensation and governance committees and a member of the audit committee. Mr. Webb served as a member of the audit, compensation and governance committees. Mr. Davies served as chair of the audit committee and a member of the compensation and governance committees. Mr. Huang was appointed to the board on September 1, 2021 upon closing of the Alliance Acquisition and cash compensation reflects pro rata annual cash based on time served. Mr. Viviano and Mr. Wyper were appointed to the board upon their election at a special meeting of shareholders held November 23, 2021 and cash compensation reflects pro rata annual cash based on time served.
(2)		As of December 31, 2021, the aggregate number of stock awards held by each non-employee director was as follows: Stanley Dunford – 21,008; Murray Lee – 21,008; James Webb – 21,008; Thomas Davies – 21,008; Haichen Huang – 0; Paul Viviano – 0; and James Wyper – 0.
(3)		The amounts reported do not reflect the amounts actually received by our NEOs. Instead, in accordance with SEC rules, these amounts reflect the grant date fair value of each stock option granted to our NEOs during Fiscal 2021, as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 for stock-based compensation transactions (“FASB ASC 718”). Assumptions used in the calculation of these amounts are included in Note 14 to our audited financial statements included in the Original Filing. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors who have received options will only realize compensation with regard to these options to the extent the trading price of our common stock is greater than the exercise price of such options.
(4)		As of December 31, 2021, the aggregate number of stock options held by each non-employee director was as follows: Stanley Dunford – 252,213; Murray Lee – 102,213; James Webb – 102,213; Thomas Davies – 252,213; Haichen Huang – 0; Paul Viviano – 0; and James Wyper – 0.


Type of Fee	Position	Amount (1)
Board of Directors	Chair (cash compensation; non-executive only) Board Member (cash compensation) Chair and Board Member (incentive compensation)	$72,500/year $50,000/year (2) $75,000/year (3)
Audit Committee	Chair Member	$15,000/year $7,500/year (4)
Governance Committee	Chair Member	$7,500/year $3,750/year (5)
Compensation Committee	Chair Member	$7,500/year $3,750/year (6)
Meeting Fees	Out of province travel for Board meetings (as applicable)	$2,500/meeting plus reimbursement of expenses


	Common shares beneficially owned
Name and address of beneficial owner	Number		Percentage
5% stockholders:
Nantahala Capital Management, LLC (1)		6,320,740		7.06	%
SCW Capital Management, LP (2)		11,419,908		12.76	%
Stonepeak Magnet Holdings LP (3)(4)		20,614,093		19.33	%
Thaihot Investment Co., LTD (5)		14,223,570		15.89	%
Directors and named executive officers:
Rohit Navani (6)		1,721,393		1.90	%
Matthew Cameron (7)		218,409		*
Riadh Zine (8)		6,883,976		7.50	%
Rhonda Longmore-Grund (9)		100,000		*
Stanley Dunford (10)		5,521,611		6.15	%
James Webb (11)		1,998,861		2.23	%
Murray Lee (12)		266,816		*
Thomas Davies (13)		262,316		*
James Wyper		—		*
Paul Viviano		—		*
Haichen Huang		—		*
All executive officers and directors as a group (18 persons)		16,974,382		18.17	%


*		Represents less than 1%.
(1)		Wilmot B. Harkey and Daniel Mack are the managing members of Nantahala Capital Management, LLC and, as such, may be deemed to be the beneficial owners of the common shares. The address for Nantahala Capital Management, LLC is 130 Main St. 2nd Floor, New Canaan, CT 06840.
(2)		SCW Capital, LP, SCW Capital QP, LP, SCW Single-Asset Partnership, LP, SCW Single-Asset Partnership QP, LP (together, the “Funds”), Robert N. Cathey, G. Stacy Smith and John R. Wagner are the record and direct beneficial owners of the common shares. SCW Capital Management, LP serves as investment manager to, and may be deemed to beneficially own securities owned by, each of the Funds. Trinity Investment Group, LLC serves as general partner to, and may be deemed to beneficially own securities owned by, each of the Funds and SCW Capital Management, LP. The address for SCW Capital Management, LP is 3131 Turtle Creek Blvd., Suite 302, Dallas, Texas 75219.


(3)		Stonepeak Magnet Holdings LP, Stonepeak Associates IV LLC, Stonepeak Associates IV LLC, Stonepeak GP Investors Manager LLC and Michael Dorrell are the record and direct beneficial owners of the common shares. Stonepeak Associates IV LLC is the sole general partner of Stonepeak Magnet Holdings LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors IV LLC. Mr. Dorrell is the managing member of Stonepeak GP Investors Manager LLC. The address for SCW Capital Management, LP is 55 Hudson Yards, 550 W. 34th Street, 48th Floor, New York, New York 10001.
(4)		Includes 17,114,093 common shares that Stonepeak Magnet Holdings LP has the right to acquire pursuant to the exercise of warrants.
(5)		The address for Thaihot Investment Co., LTD is 18201 Von Karman Avenue, #600, Irvine, CA 92612.
(6)		Consists of (i) 847,619 common shares held directly by Mr. Navani, (ii) 1,374 common shares held in a 401(k) plan, and (iii) 872,400 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares.
(7)		Consists of (i) 45,100 common shares held directly by Mr. Cameron, (ii) 25,000 common shares held through a registered retirement savings plan, (iii) 1,409 common shares held in a 401(k) plan, and (iv) 146,900 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares.
(8)		Consists of (i) 4,566,888 common shares held directly by Mr. Zine, (ii) 50,000 common shares held through a registered retirement savings plan, and (iii) 2,267,088 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares.
(9)		Consists of 100,000 common shares issued upon conversion of RSUs that vested on March 18, 2022 and settled for common shares on March 23, 2022 in connection with the termination of Ms. Longmore-Grund’s employment with the Company.
(10)		Consists of (i) 26,703 common shares held directly by Mr. Dunford, (ii) 5,162,135 common shares held directly by Floyd Dunford Limited, an Ontario Corporation of which Mr. Dunford is the sole controlling holder, (iii) 97,790 common shares held directly by Dunford Marine Holdings LP, an Ontario limited partnership of which Mr. Dunford is the sole controlling holder, and (iv) 234,983 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares. Mr. Dunford has pledged 5,162,135 common shares to a financial institution.
(11)		Consists of (i) 27,333 common shares held directly by Mr. Webb, (ii) 300,000 common shares held by LK Family Limited Partnership, of which Mr. Webb exercises voting rights and has the right to dispose of such shares, (iii) 1,586,545 common shares held directly by Laurel Enterprises, LLC, of which Mr. Webb exercises voting rights and has the right to dispose of such shares, and (iv) 84,983 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares.
(12)		Consists of (i) 177,333 common shares held directly by Mr. Lee, (ii) 4,500 common shares held by trusts for the benefit of Mr. Lee’s family, of which Mr. Lee is a trustee and has sole voting and dispositive power with respect to such shares, and (iii) 84,983 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares.
(13)		Consists of (i) 27,333 common shares held directly by Mr. Davies and (ii) 234,983 common shares issuable within 60 days of April 11, 2022 upon exercise of stock options to purchase common shares.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)		7,709,152	$	1.87		1,193,547
Equity compensation plans not approved by security holders		—		—		—

Total		7,709,152	$	1.87		1,193,547


(1)		Total reflects outstanding stock options and RSUs granted pursuant to our Option Plan and RSU Plan.
(2)		The weighted-average exercise price does not reflect the common shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.


	Fiscal year ended December 31,
	2021		2020
Audit fees (1)	$	2,846,000	$	1,400,533
Audit-related fees (2)	$	245,000		—
Tax fees (3)	$	114,900		—
All other fees		—		—

Total fees	$	3,205,900	$	1,400,533


(1)		“ Audit fees ” include fees related to audit of the restatement of our Fiscal 2020 financial statements conducted during Fiscal 2021, the audit of our Fiscal 2021 financial statements and the audit of our Fiscal 2020 financial statements.
(2)		“ Audit-related fees ” include fees for assurance and related services not included in audit service above, such as services related to registration statements and consents and comfort letters.
(3)		“ Tax fees ” include fees related to advising regarding U.S. and Canadian federal, state and provincial tax matters.


Exhibit		Description
3.1		Articles of Amalgamation, as amended and currently in effect.
3.2		By-Laws, as amended and currently in effect.
4.1		Description of registrant’s securities
10.1		First Supplemental Indenture, dated as of February 11, 2021
10.2		Amendment No. 1 to the Revolving Credit Agreement, dated as of February 8, 2021
10.3		Share Purchase Agreement, dated June 25, 2021
10.4		Series A Notes and Common Share Purchase Agreement, dated June 25, 2021
10.5		Amendment No. 2 to the Revolving Credit Agreement, dated as of July 26, 2021
10.6		Indenture, dated as of August 9, 2021
10.7		Escrow Agreement, dated as of August 9, 2021
10.8		Registration Rights Agreement, dated as of September 1, 2021
10.9		Tahoe-Akumin Letter Agreement, dated as of September 1, 2021
10.10		Board Representation and Observation Rights Agreement, dated as of September 1, 2021
10.11		Amendment No. 3 and Waiver to the Revolving Credit Agreement, dated as of September 11, 2021
21.1		List of Subsidiaries
23.1		Consent of Ernst & Young LLP
24.1		Power of Attorney (included on signature page of the Annual Report on Form 10-K)
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.3*		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.4*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1		Certification of the Co-Chief Executive Officers and the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350
101.INS		Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation
101.LAB		Inline XBRL Taxonomy Extension Labels
101.PRE		Inline XBRL Taxonomy Extension Presentation
101.DEF		Inline XBRL Taxonomy Extension Definition
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*		Filed herewith


AKUMIN INC.

By:		/s/ Riadh Zine
		Riadh Zine Chairman, Chief Executive Officer and Director


Signature	Title	Date

/s/ Riadh Zine Riadh Zine	Chairman, Chief Executive Officer and Director (Principal Executive Officer)	April 11, 2022

/s/ William Larkin William Larkin	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 11, 2022

* Stan Dunford	Chairperson Emeritus of the Board of Directors and Director	April 11, 2022

* Murray Lee	Director	April 11, 2022

*	Director	April 11, 2022
James Webb

* Thomas Davies	Director	April 11, 2022

*	Director	April 11, 2022
Haichen Huang

* Paul Viviano	Director	April 11, 2022

* James Wyper	Director	April 11, 2022


*By:		/s/ Riadh Zine Riadh Zine, Attorney-in-Fact				April 11, 2022

SEC Form 10-K/A filed by Akumin Inc. (Amendment)