| 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 andnon-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 Form8-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 thanone-for-fifteen and not more thanone-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:
| | |
9,989,963 votes | | FOR the resolution |
3,056,806 votes | | AGAINST the resolution |
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:
