Hyperfine, Inc 8-K, filed Jun 12, 2024
Hyperfine, Inc. (HYPR)
About this 8-K
Hyperfine, Inc filed this 8-K on June 12, 2024, reporting on events of June 11, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
On June 12, 2024, Hyperfine, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to add a provision with respect to the automatic conversion of the Company’s Class B common stock effective December 22, 2028, which is seven years from the date of the closing of the business combination by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) and Liminal Sciences, Inc. (the “Charter Amendment”).
As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company’s stockholders at the Company’s 2024 annual meeting of stockholders held on June 11, 2024 (the “Annual Meeting”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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R. Scott Huennekens |
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314,668,909 |
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1,349,004 |
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103,891 |
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14,927,578 |
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Maria Sainz |
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314,893,867 |
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1,203,126 |
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24,811 |
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14,927,578 |
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John Dahldorf |
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315,337,202 |
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680,476 |
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104,126 |
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14,927,578 |
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Ruth Fattori |
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315,333,566 |
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684,368 |
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103,870 |
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14,927,578 |
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Jonathan M. Rothberg, Ph.D. |
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314,329,924 |
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1,694,127 |
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97,753 |
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14,927,578 |
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Daniel J. Wolterman |
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314,191,302 |
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1,826,956 |
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103,546 |
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14,927,578 |
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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330,955,198 |
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34,658 |
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59,526 |
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Class A Common Stock:
Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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14,834,540 |
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93,902 |
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87,602 |
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14,927,578 |
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Class B Common Stock:
Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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301,105,760 |
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— |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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HYPERFINE, INC. |
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Date: |
June 12, 2024 |
By: |
/s/ Brett Hale |
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Brett Hale |
Exhibit 10.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HYPERFINE, INC.
It is hereby certified that:
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The name of the corporation is Hyperfine, Inc. (the “Corporation”). |
SECOND: |
The Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), is hereby further amended by amending Article IV, Part A, Section 7.2 to add the following subsection (d):
(d) Sunset Provision. Each outstanding share of Class B Common Stock shall automatically, without further action by the Corporation or the holder thereof, convert into one (1) fully paid and nonassessable share of Class A Common Stock on December 22, 2028. |
THIRD: |
The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
EXECUTED, effective as of this 12th day of June, 2024.
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HYPERFINE, INC. |
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By: |
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/s/ Maria Sainz |
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Maria Sainz President and Chief Executive Officer |
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