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): June 9, 2021

 

 

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.)

 

137 Portland St., 4th Floor, Boston, Massachusetts   02114
(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Myomo, Inc. (the “Company”) filed a Second 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 June 10, 2021 (the “Amendment”). The Amendment was filed to effectuate a decrease of the Company’s authorized number of capital stock to 65,000,000 shares of Common Stock and 10,000,000 shares of undesignated Preferred Stock. 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.

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2021. As of April 15, 2021, the record date for the Annual Meeting, there were 5,604,009 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 28, 2021: (i) to elect Thomas A. Crowley and Milton M. Morris as Class I directors of the Company to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2024 and until his successor has been elected and qualified (“Proposal 1”), (ii) to ratify the appointment of Marcum US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal 2”), and (iii) to approve the adoption an amendment to the Company’s certificate of incorporation to decrease the number of authorized shares of Common Stock and Preferred Stock (“Proposal 3”).

The Company’s stockholders approved the election of Thomas A. Crowley and Milton M. Morris as Class I directors recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for the Class I directors as follows:

 

Nominee    For      Withhold      Broker Non-Votes  

Thomas A. Crowley

     1,094,116        72,188        1,709,517  

Milton M. Morris

     1,139,535        26,769        1,706,517  

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

 

For    Against    Abstain
2,845,310    14,143    16,367

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

 

For    Against    Abstain
2,834,027    28,191    13,602

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.

  

Description

3.1    Second Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation, as amended, of Myomo, Inc., filed with the Secretary of the State of Delaware on June 10, 2021.

SIGNATURE

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: June 15, 2021     MYOMO, INC.
    By:  

/s/ David A. Henry

      David A. Henry
      Chief Financial Officer

Exhibit 3.1

Second Certificate of Amendment

to the

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)

The Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 30, 2020.

 

  4)

Pursuant to and in accordance with Section 242 of the DGCL, this Second 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 75,000,000, of which 10,000,000 shares of the par value of $0.0001 shall be designated Preferred Stock and 65,000,000 shares of the par value of $0.0001 shall be designated Common Stock.”

 

  5)

This Second 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 Second 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 Second Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 10th day of June, 2021.

 

By:  

LOGO

 

  Paul R. Gudonis, Chief Executive Officer