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 10, 2019
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in its 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)
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) |
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)) |
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. |
At the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Accelerate Diagnostics, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”) to increase the total number of authorized shares of common stock, par value $0.001 per share (“Common Stock”), available for grant thereunder by 3,000,000 shares to a total of 10,677,500 shares. A description of the 2012 Plan and the Plan Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 5, 2019 (the “Proxy Statement”).
The Plan Amendment is attached hereto as Exhibit 10.1 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. |
On May 15, 2019, 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 90,000,000 shares, of which 85,000,000 shares are designated as Common Stock and 5,000,000 shares are designated as preferred stock. As discussed below, the Certificate of Amendment was approved on May 10, 2019 at the Annual Meeting. Previously, the Company’s Certificate of Incorporation authorized the Company to issue 80,000,000 shares of the Company’s capital stock, of which 75,000,000 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on May 10, 2019. At the Annual Meeting, the Company’s stockholders:
| (1) | elected eight directors, each to hold office for a term to expire at the 2020 Annual Meeting of Stockholders and thereafter until their successors have been elected and qualified; |
| (2) | approved an amendment to the 2012 Plan to increase the total number of authorized shares of Common Stock available for grant thereunder by 3,000,000 shares to a total of 10,677,500 shares; |
| (3) | approved, on an advisory basis, the compensation of the Company’s named executive officers (“say-on-pay”); |
| (4) | voted, on an advisory basis, on the frequency of future say-on-pay votes; |
| (5) | approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of Common Stock by 10,000,000 shares, to a total of 85,000,000 shares; and |
| (6) | ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019. |
The voting results of each of these proposals, which were described in more detail in the Proxy Statement, are set forth below.
Proposal No. 1 – Election of Directors
|
Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
| Thomas D. Brown | 38,675,587 | 789,337 | 9,520,724 |
| Lawrence Mehren | 39,257,766 | 207,158 | 9,520,724 |
| Mark C. Miller | 37,177,084 | 2,287,840 | 9,520,724 |
| John Patience | 38,715,733 | 749,191 | 9,520,724 |
| Jack Schuler | 38,726,461 | 738,463 | 9,520,724 |
| Matthew W. Strobeck, Ph.D. | 38,677,410 | 787,514 | 9,520,724 |
| Frank J.M. ten Brink | 39,259,642 | 205,282 | 9,520,724 |
| Charles Watts, M.D. | 38,182,714 | 1,282,210 | 9,520,724 |
Proposal No. 2 – Amendment of the 2012 Incentive Plan
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 35,183,328 | 4,243,800 | 37,796 | 9,520,724 |
Proposal No. 3 – Say-On-Pay Advisory Vote
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 38,465,438 | 882,752 | 116,734 | 9,520,724 |
Proposal No. 4 – Advisory Vote on Frequency of Future Say-on-Pay Votes
|
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
| 6,913,850 | 127,041 | 32,260,587 | 163,446 | 9,520,724 |
Proposal No. 5 – Amendment of Certificate of Incorporation
|
Votes For |
Votes Against |
Abstentions |
| 47,866,508 | 931,336 | 187,804 |
Proposal No. 6 – Ratification of Auditors
|
Votes For |
Votes Against |
Abstentions |
| 48,924,244 | 43,713 | 17,691 |
Disclosure Regarding Frequency of Future Say-on-Pay Votes
Based on the voting results for Proposal No. 4, the Company has determined to hold future Say-on-Pay advisory votes every three years, until the next stockholder vote on Say-on-Pay frequency.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 15, 2019 | ACCELERATE DIAGNOSTICS, INC. | |
| (Registrant) | ||
| /s/ Steve Reichling | ||
| Steve Reichling | ||
| Chief Financial Officer |
EXHIBIT INDEX
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 ninety million (90,000,000), of which eighty-five million (85,000,000) 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 15, 2019
| ACCELERATE DIAGNOSTICS, INC. | |||
| By: | /s/ Steve Reichling | ||
| Name: | Steve Reichling | ||
| Title: | Chief Financial Officer | ||
EXHIBIT 10.1
FIFTH AMENDMENT TO THE
ACCELERATE DIAGNOSTICS, INC.
2012 OMNIBUS EQUITY INCENTIVE PLAN
Effective as of October 31, 2012, Accelerate Diagnostics, Inc., a Delaware corporation (the “ Company ”), established, and the shareholders approved, the Accelerate Diagnostics, Inc. 2012 Omnibus Equity Incentive Plan (the “ Plan ”). The Plan was subsequently amended by the First Amendment effective March 21, 2003, the Second Amendment effective February 26, 2014, the Third Amendment effective March 7, 2017, and the Fourth Amendment effective September 14, 2018. By adoption of this instrument, the Company now desires to amend the Plan to increase the number of shares of stock reserved and available for grant pursuant to the Plan by 3,000,000.
1. This Amendment shall be effective as of February 25, 2019 but is subject to the approval of the Company’s shareholders at the Company’s 2019 Annual Meeting and shall be void in the absence of such approval.
2. Section 4.1 of the Plan ( Number of Shares Subject to Plan - Number of Shares ) is hereby amended and restated in its entirety to read as follows:
4.1 NUMBER OF SHARES . Subject to the possible increases provided by Section 4.2(a) and adjustment as provided in Section 4.4 , the total number of shares of Stock reserved and available for grant pursuant to the Plan shall be 10,677,500 shares. As provided in Section 1.1 , no Awards will be made pursuant to the 2004 Plan or any other Prior Plan on or after the Effective Date.
3. This Fifth Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect, unless the context indicates otherwise.
IN WITNESS WHEREOF, the Company has caused this Fifth Amendment to be executed as of this 25 th day of February, 2019.
| ACCELERATE DIAGNOSTICS, INC. | |||
| By: | /s/ Steve Reichling | ||
| Name: | Steve Reichling | ||
| Title: | Chief Financial Officer | ||