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 20, 2019

 

 

Myomo, Inc.

(Exact Name of Company as Specified in Charter)

 

 

 

Delaware   001-38109   47-0944526

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Broadway, 14th Floor

Cambridge, MA

  02142
(Address of Principal Executive Offices)   (Zip Code)

Company’s telephone number, including area code: (617) 996-9058

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(s)

 

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   MYO   NYSE American

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.

As previously disclosed, on February 6, 2019, Myomo, Inc. (the “Company”) entered into a consultancy agreement with Ralph Goldwasser, pursuant to which Mr. Goldwasser agreed to provide services to the Company as a consultant in a transitional capacity following his retirement as the Company’s Chief Financial Officer for an expected term until May 18, 2019 (the “Consulting Agreement”). On May 20, 2019, the Company and Mr. Goldwasser entered into an Amendment to the Consulting Agreement (the “Amendment”), pursuant to which the term of the Consulting Agreement was extended for automatic successive thirty-day terms until either party terminates upon thirty-days’ written notice. Mr. Goldwasser will continue to receive a retainer of $10,000 per month during the term of the Consulting Agreement. All other material terms of the Consulting Agreement remain in full force and effect. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits shall be deemed to be furnished, and not filed:

 

Exhibit
No.

  

Description

10.1    Amendment to Consulting Agreement, dated May 20, 2019, by and between the Company and Ralph Goldwasser

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.

 

   

MYOMO, INC.

Date: May 22, 2019     By:   /s/ David A. Henry
     

David A. Henry

Chief Financial Officer

Exhibit 10.1

 

LOGO

May 20, 2019

PERSONAL AND CONFIDENTIAL

Ralph Goldwasser

 

Re:

Amendment to Consulting Agreement

Dear Ralph:

Recognizing that the Consulting End Date as set forth in the Transition and Consulting Agreement (the “ Original Agreement ”) you entered into with Myomo, Inc. (the “ Company ”) on February 6, 2019, is scheduled to occur on May 18, 2019, this letter proposes an amendment to Original Agreement such that you – at the election of the parties – may continue to provide Consulting Services to the Company on a monthly basis and the Company will continue to compensate you for such services in the form of Consulting Payments for as long as you continue to provide Consulting Services to the Company (all as defined herein and/or in the Original Agreement).

First, a few formalities. Regardless of whether you sign the Amendment below:

 

  •  

You will remain entitled to all Consulting Payments earned pursuant to the Original Agreement through the Consulting End Date (as defined herein);

 

  •  

You will remain subject to the obligations under Section 4 and 5 of the Original Agreement, which includes, without limitation (a) your voluntary release of claims forever discharging the Releases of all Claims; and (b) your obligation to not make disparaging statements concerning the Company (the “ Original Agreement Obligations ”); and,

 

  •  

You continue to remain subject to continuing obligations under (i) Sections 5 and 6 of your Employment Agreement with the Company dated December 23, 2016 (the “ Employment Agreement ”), which includes without limitation your obligation (a) not to disclose or use Confidential Information (as defined in the Employment Agreement); (b) to return Company property; (c) for 12 months after the Separation Date, not to (I) be an owner of or involved in the management or operations of or be employed by or affiliated as an independent contractor or on any other basis with a “ Competitive Business ” (as defined in the Employment Agreement) or (II) service or solicit any customer or employee of the Company; and (ii) Section 8 and Appendix A of the Employment Agreement, regarding arbitration ((i) and (ii), with any other confidentiality and restrictive covenant obligation you have to any of the Releasees (as defined below), the “ Ongoing Obligations ”); and

The remainder of this letter proposes an amendment to the Original Agreement (the “ Amendment ”) between you and the Company. You and the Company agree as follows:

Section 2 of the Original Agreement shall be amended as follows:

 

  2.

Consulting Services

Beginning on May 18, 2019 (the “ Consulting End Date ”), you agree to provide consulting services on a part-time basis, as requested by the Company, on a monthly basis (the “ Consulting Services ”). The Company shall pay you $10,000 per month for the Consulting Services (the “ Consulting Payments ”). Either party may terminate the Consulting Services upon 30-days’ written notice to the other party (the “Notice”). In the event neither party gives Notice to terminate the Consulting Services, the Agreement shall automatically

Myomo Inc.    |    One Broadway 14 th Floor    |    Cambridge, MA 02142

TEL: 877.736.9666     www.myomo.com     info@myomo.com

LOGO

 

renew each month and you shall continue to provide Consulting Services to the Company and the Company shall continue to pay you the Consulting Payments on a monthly basis; provided that the Company may terminate the Consulting Services at any time effective immediately in the event of your breach of the Ongoing Obligations, willful misconduct or refusal to perform the Consulting Services, in which event the Company will owe you no further Consulting Payments after the date of termination.

Except as specifically amended by this Amendment, the Original Agreement remains in full effect. This Amendment and the Original Agreement (including the Employee Agreement and the Equity Documents, which are expressly preserved in the Original Agreement) constitutes the entire agreement between you and the Company and supersedes any previous agreements or understandings between you and the Company. The parties agree that this Amendment may only be amended or modified by a written instrument signed by you and a duly authorized representative of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Amendment to the same extent that the Company would be required to perform it if no succession had taken place.

This Amendment may be executed in any number of counterparts. Please indicate your agreement to the terms of this Agreement by signing and returning to the undersigned the original or a PDF copy of this letter within the time period set forth above.

Very truly yours,

Myomo, Inc.

 

By:

 

/s/ David A. Henry

 
 

David A. Henry

Chief Financial Officer

 

Date May 20, 2019

This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge that you have carefully read and fully understand all of the provisions of this Agreement and that you are knowingly and voluntarily entering into this Agreement.

 

/s/ Ralph Goldwasser

 

Ralph Goldwasser

 

Date May 22, 2019

Myomo Inc.    |    One Broadway 14 th Floor    |    Cambridge, MA 02142

TEL: 877.736.9666     www.myomo.com     info@myomo.com