8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENTREPORT

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 Nameof Company as Specified in Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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:

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

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

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:

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.

EX-3.1

Exhibit 3.1

Second Certificate of Amendment

to the

Eighth Amendedand 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:

“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.”

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:	<br><br><br><br>
	Paul R. Gudonis, Chief Executive Officer