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) | May 7, 2021 |
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-31822 | 84-1072256 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 3950 South Country Club Road, Suite 470, Tucson, Arizona | 85714 | |
| (Address of principal executive offices) | (Zip Code) |
(520) 365-3100
(Registrant’s telephone number, including area code)
Not Applicable
(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 pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | AXDX |
The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
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 3.03. | Material Modification to Rights of Security Holders. |
On May 11, 2021, Accelerate Diagnostics, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the total number of authorized shares of the Company’s capital stock to 105,000,000 shares, of which 100,000,000 shares are designated as common stock and 5,000,000 shares are designated as preferred stock. As discussed in Item 5.07 of this Current Report on Form 8-K (this “Report”) below, the Certificate of Amendment was approved by the Company’s shareholders on May 7, 2021 at the Annual Meeting (as defined below). Previously, the Company’s Certificate of Incorporation authorized the Company to issue 90,000,000 shares of the Company’s capital stock, of which 85,000,000 shares were designated as common stock and 5,000,000 shares were designated as preferred stock.
The Certificate of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 3.03 of this Report, on May 11, 2021, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The information in Item 3.03 of this Report is incorporated by reference into this Item 5.03.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:
(1) elected nine directors, each to hold office for a term to expire at the 2022 Annual Meeting of Shareholders and thereafter until their successors have been elected and qualified;
(2) approved the Certificate of Amendment to increase the total number of authorized shares of the Company’s common stock by 15,000,000 shares, to a total of 100,000,000 shares; and
(3) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021.
The voting results of each of these proposals, which are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2021, are set forth below.
Proposal No. 1 – Election of Directors
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Thomas D. Brown | 31,762,371 | 5,522,782 | 9,626,361 | |||||||||
| Louise L. Francesconi | 32,715,886 | 4,569,267 | 9,626,361 | |||||||||
| Mark C. Miller | 33,880,377 | 3,404,776 | 9,626,361 | |||||||||
| John Patience | 32,564,391 | 4,720,762 | 9,626,361 | |||||||||
| Jack Phillips | 37,141,868 | 143,285 | 9,626,361 | |||||||||
| Jack Schuler | 35,878,591 | 1,406,562 | 9,626,361 | |||||||||
| Matthew W. Strobeck, Ph.D. | 37,067,613 | 217,540 | 9,626,361 | |||||||||
| Frank J.M. ten Brink | 37,050,411 | 234,742 | 9,626,361 | |||||||||
| Charles Watts, M.D. | 31,693,704 | 5,591,449 | 9,626,361 | |||||||||
Proposal No. 2 – Amendment of Certificate of Incorporation
| Votes For | Votes Against | Abstentions | ||
| 45,865,013 | 969,774 | 76,727 |
Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | ||
| 46,681,199 | 17,280 | 213,035 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | |
| Number | Description |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Accelerate Diagnostics, Inc., dated May 11, 2021 |
| 104 | Cover Page Interactive Data File (cover page XBRL tags are 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.
| Date: May 13, 2021 |
ACCELERATE DIAGNOSTICS, INC.
(Registrant) |
| /s/ Steve Reichling | |
| Steve Reichling | |
| Chief Financial Officer |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ACCELERATE DIAGNOSTICS, INC.
Accelerate Diagnostics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as
follows:
FIRST: That the following resolutions were duly adopted by the Corporation’s Board of Directors, in accordance with the Corporation’s Bylaws and the General Corporation Law of the State of Delaware, setting forth a proposed amendment to the Certificate of Incorporation of the Corporation as follows:
RESOLVED, that the Certificate of Incorporation be amended by deleting the current text of the first paragraph of Article IV (Capital Stock) in its entirety and replacing it with the following text (the “Amendment”):
“The Corporation shall be authorized to issue two classes of shares of capital stock, to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock and Preferred Stock that the Corporation shall have the authority to issue is one hundred and five million (105,000,000), of which one hundred million (100,000,000) shares shall be Common Stock, par value $0.001 per share, and five million (5,000,000) shares shall be Preferred Stock, par value $0.001 per share.”
FURTHER RESOLVED, any officer of the Corporation is authorized and directed to execute and file the Amendment with the Secretary of State of the State of Delaware and to take such further actions and execute such additional documents and make such additional filings as such officer shall determine to be necessary or appropriate to effectuate the foregoing resolutions.
FURTHER RESOLVED, that all actions heretofore taken by the officers, directors, or agents of the Corporation relating to the foregoing resolutions, be, and hereby are, approved, adopted, ratified, and confirmed in all respects.
SECOND: The foregoing Amendment to the Certificate of Incorporation was duly adopted by the Corporation’s Board of Directors in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: The foregoing Amendment to the Certificate of Incorporation was duly approved by the Corporation’s stockholders.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by the undersigned duly authorized officer who declares under penalty of perjury that the matters set forth in the foregoing Certificate of Amendment are true and correct to his knowledge.
Dated: May 11, 2021
| ACCELERATE DIAGNOSTICS, INC. | ||
| By: | /s/ Steve Reichling | |
| Name: | Steve Reichling | |
| Title: | Chief Financial Officer | |