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): January 30, 2020
Myomo, Inc.
(Exact Name of Company as Specified in Charter)
| Delaware | 001-38109 | 47-0944526 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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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) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| 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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Myomo, Inc. (the “Company”) filed a Certificate of Amendment to its Eighth Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware on January 30, 2020 (the “Amendment”). The Amendment was filed to effectuate a reverse stock split of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”). Pursuant to the reverse stock split, at the effective time each thirty (30) shares of Common Stock issued and outstanding were combined into one (1) validly issued, fully paid and non-assessable share of Common Stock. The par value per share remains the same. The Amendment provides that no fractional shares will be issued; the Company will round down any fractional share resulting from the reverse stock split to the nearest whole share. The reverse split ratio selected by the Board of Directors was selected pursuant to the authority granted to the Board of Directors by stockholders at the Special Meeting described below in Item 5.07. The disclosure in Item 5.07 of this Form 8-K is incorporated by reference into this Item 5.03. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At a Special Meeting of Stockholders of the Company held on January 30, 2020, the total number of shares represented in person or by proxy was 13,233,548 of the 17,207,098 shares of Common Stock outstanding and entitled to vote at the Special Meeting as of the record date, December 23, 2019.
The Stockholders voted to approve and authorize the Board of Directors to effect a reverse stock split of Common Stock within a range of not less than one-for-fifteen and not more than one-for-thirty shares, in its discretion, provided that any fractional shares resulting from the reverse stock split shall be automatically rounded down to the next whole share. In connection with such reverse stock split, the stockholders approved a corresponding amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended:
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9,989,963 votes |
FOR the resolution | |
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3,056,806 votes |
AGAINST the resolution | |
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186,779 votes |
ABSTAIN |
The proxy statement for the Special Meeting of Stockholders included a proposal to adjourn the meeting, if necessary, which proposal was not needed because the Reverse Stock Split proposal received sufficient votes for approval.
On January 30, 2020, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 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.
| MYOMO, INC. | ||||||
| Date: January 30, 2020 | By: | /s/ David A. Henry | ||||
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David A. Henry Chief Financial Officer |
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Exhibit 3.1
Certificate of Amendment
of
Eighth Amended and Restated
Certificate of Incorporation
Myomo, Inc., a corporation organized and existing under virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify as follows:
| 1) |
The name of the corporation is Myomo, Inc. (the “Corporation”). |
| 2) |
The Eighth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 8, 2017. |
| 3) |
Pursuant to and in accordance with Section 242 of the DGCL, this Certificate of Amendment hereby further amends the provisions of the Eighth Amended and Restated Certificate of Incorporation of the Corporation as follows: |
| a. |
Section 1 of Article IV is hereby amended and restated to read in its entirety as follows: |
Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is 125,000,000; of which 25,000,000 shares of the par value of $0.0001 shall be designated Preferred Stock and 100,000,000 shares of the par value of $0.0001 shall be designated Common Stock. Upon the filing and effectiveness (the “Effective Time”) of this Eighth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, every thirty issued and outstanding shares of Common Stock shall without further action by this Corporation or the holder thereof be combined into and automatically become one share of Common Stock. The number of authorized shares of Common Stock of the Corporation and the par value of the Common Stock shall remain as set forth in this Certificate of Incorporation, as amended. No fractional share shall be issued in connection with the foregoing combination. All fractional shares shall be rounded down to the nearest whole number of shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above. The capital of the Corporation will not be reduced under or by reason of any amendment herein certified.
| 4) |
This Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation was duly proposed and adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the affirmative vote of the holders of a majority of the Corporation’s outstanding stock entitled to vote thereon. |
| 5) |
This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective on and as of the date of filing with the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 30th day of January, 2020.
| By: | /s/ Paul Gudonis | |
| Paul Gudonis, Chief Executive Officer |
Exhibit 99.1
Myomo Announces One-for-Thirty Reverse Stock Split of its Common Stock
CAMBRIDGE, M.A. January 30, 2020 — Myomo, Inc. (NYSE American: MYO), a commercial stage medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis, today announced following approval of a reverse stock split range and authorized share reduction by stockholders at a special meeting of stockholders earlier today, Myomo’s Board of Directors determined to effect a reverse stock split of Myomo’s common stock at a ratio of one-for-thirty. The applicable Certificate of Amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended, was filed with the Delaware Secretary of State today and will become effective at 5:00 p.m. Eastern Time on January 30, 2020.
Myomo’s common stock will begin trading on a split-adjusted basis when markets open on January 31, 2020. Myomo’s common stock will continue to trade on the NYSE American under the symbol “MYO,” although a new CUSIP number (62857J 201) has been assigned to it as a result of the reverse stock split.
No fractional shares are issued in connection with the reverse stock split. Myomo will round down any fractional shares resulting from the reverse stock split to the nearest whole share.
Additional information about the reverse stock split can be found in Myomo’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 2, 2020, and available free of charge at the SEC’s website, www.sec.gov.
About Myomo
Myomo, Inc. is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. It is currently the only marketed device that, sensing a patient’s own EMG signals through non-invasive sensors on the arm, can restore an individual’s ability to perform activities of daily living, including feeding themselves, carrying objects and doing household tasks. Many are able to return to work, live independently and reduce their cost of care. Myomo is headquartered in Cambridge, Massachusetts, with sales and clinical professionals across the U.S. and representatives internationally. For more information, please visit www.myomo.com.
Contacts:
For Myomo:
ir@myomo.com
Investor Relations:
Adam S. Holdsworth/Stephanie Prince
PCG Advisory, Inc.
646-862-4607
adamh@pcgadvisory.com
Public Relations:
Kate McCann
Matter Communications
myomo@matternow.com