MYO 8-K/A
Myomo, Inc. (MYO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
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:
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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).
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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. ☐
EXPLANATORY NOTE:
The Company is filing this Amendment No. 1 on Form 8-K/A in order to properly label Amendment No 3 to the Company's 2018 Stock Option and Incentive plan as Exhibit 10.1, to properly label the amendment to the Company's Eighth Amended and Restated Certificate of Incorporation as Exhibit 3.1, and to add appropriate hyperlinks in Item 9.01. No other changes have been made to the Original 8-K.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
As further described below in Item 5.07 to this Current Report on Form 8-K, on June 25, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Myomo, Inc. (the “Company”), the stockholders of the Company approved an amendment to the Myomo 2018 Stock Option and Incentive Plan (the “Plan”), to increase the number of shares available under the Plan by 1,833,000 shares. A description of the amendment to the Plan is set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 14, 2026 (the “Proxy Statement”).
The amendment to the Plan was previously approved, subject to stockholder approval, by the board of directors of the Company. The foregoing description of the amendment to the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to increase the Company’s authorized number of shares of common stock to 100,000,000 shares. The Charter Amendment was previously approved by the board of directors of the Company, subject to approval by the Company’s stockholders.
On June 25, 2026, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective upon filing.
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.
The Company held its Annual Meeting on June 25, 2026. As of April 29, 2026, the record date for the Annual Meeting, there were 38,638,669 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 Proxy Statement:
Nominee |
For |
Withhold |
Broker Non-Votes |
Paul R. Gudonis |
15,145,277 |
284,480 |
8,531,558 |
Thomas F. Kirk |
14,333,271 |
1,096,486 |
8,531,558 |
For |
Against |
Abstain |
Broker Non-Votes |
13,715,583 |
696,112 |
1,018,062 |
8,531,558 |
For |
Against |
Abstain |
Broker Non-Votes |
23,266,272 |
279,327 |
415,716 |
- |
For |
Against |
Abstain |
Broker Non-Votes |
10,815,266 |
3,676,078 |
938,413 |
8,531,558 |
For |
Against |
Abstain |
Broker Non-Votes |
20,723,545 |
3,090,849 |
146,921 |
- |
For |
Against |
Abstain |
Broker Non-Votes |
13,225,897 |
2,029,855 |
174,005 |
8,531,558 |
For |
Against |
Abstain |
Broker Non-Votes |
19,971,050 |
3,617,136 |
373,129 |
- |
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:
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Exhibit |
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Description |
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3.1 |
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10.1 |
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Amendment No. 3 to the Myomo 2018 Stock Option and Incentive Plan. |
104 |
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The cover page from the Company’s Form 8-K dated June 25, 2026, formatted in Inline XBRL
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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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Myomo, Inc. |
Date: June 29, 2026 |
By: /s/ David A. Henry |
Exhibit 3.1
Third 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) The Second 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 June 10, 2021. |
5) Pursuant to and in accordance with Section 242 of the DGCL, this Third Certificate of Amendment hereby further amends the provisions of the Eighth Amended and Restated Certificate of Incorporation of the Corporation as follows: |
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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 110,000,000, of which 10,000,000 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.”
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6) This Third 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. |
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7) This Third 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 Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 25th day of June, 2026.
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By: |
/s/ Paul R. Gudonis |
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Paul R. Gudonis, Chief Executive Officer |
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Exhibit 10.1
THIRD AMENDMENT TO THE MYOMO, INC.
2018 STOCK OPTION AND INCENTIVE PLAN
This Third Amendment (this “Amendment”) to the Myomo, Inc. 2018 Stock Option and Incentive Plan, as amended (the “Plan”), of Myomo, Inc. (the “Company”) is effective as of the date of approval by the Company’s stockholders (the “Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.
As of the Effective Date, the Plan shall be amended as follows:
1. |
Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following: |
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(a) |
Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 8,114,140 shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c), plus on January 1, 2027 and each January 1 thereafter until expiration of the Plan, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by 4 percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2024 and each January thereafter by the lesser of the Annual Increase for such year or 1,000,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(c). Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. For purposes of this limitation, the shares of Stock underlying any Awards under the Plan and under the Company’s 2004 Stock Option and Incentive Plan, 2014 Stock Option and Grant Plan and/or 2016 Equity Incentive Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. |
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Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof. |