Form 8-K - Current report

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)

May 7, 2024

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31822		84-1072256
(Commission File Number)		(IRS Employer Identification No.)

3950 South Country Club Road, Suite 470, Tucson, Arizona		85714
(Address of principal executive offices)		(Zip Code)

(520) 365-3100

(Registrant’s telephone number, including area code)

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:

¨	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

Name of each exchange on which
registered

Common Stock, $0.001 par value per share

AXDX

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed in Item 5.07 of this Current Report on Form 8-K (this “Report”) below, the shareholders of Accelerate Diagnostics, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Incentive Plan”) to increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, available for grant thereunder by 4,000,000 shares.

The material terms of the Plan Amendment were described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 11, 2024 (the “Proxy Statement”) under the caption “Proposal No. 3 – Amendment of the 2022 Incentive Plan,” which description is incorporated herein by reference.

The descriptions of the Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 7, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:

(1)

elected 9 directors, each to hold office for a term to expire at the 2025 Annual Meeting of Shareholders or until their successors have been duly elected and qualified;

(2)

ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and

(3)

approved the Plan Amendment to increase the total number of authorized shares of the Company’s common stock available for grant under the 2022 Incentive Plan by 4,000,000 shares.

The voting results of each of these proposals, which are described in more detail in the Proxy Statement, are set forth below.

Proposal No. 1 – Election of Directors

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Mark Black	12,392,552	53,888	5,702,108
Wayne C. Burris	12,392,252	54,188	5,702,108
Louise L. Francesconi	10,792,982	1,653,458	5,702,108
Hany Massarany	10,845,395	1,601,045	5,702,108
Marran H. Ogilvie	12,391,918	54,522	5,702,108
John Patience	12,391,399	55,041	5,702,108
Jack Phillips	12,391,411	55,029	5,702,108
Jenny Regan	10,844,508	1,601,932	5,702,108
Jack Schuler	12,391,374	55,066	5,702,108

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,808,069		334,982		5,497		0

Proposal No. 3 – Approval of Plan Amendment

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,326,649		2,096,397		23,394		5,702,108

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
10.1		Second Amendment to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan
104		Cover Page Interactive Data File (cover page XBRL tags are 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.

	ACCELERATE DIAGNOSTICS, INC.
	(Registrant)
Date: May 13, 2024
	/s/ David Patience
	David Patience
	Chief Financial Officer

Exhibit 10.1

SECOND AMENDMENT TO THE

ACCELERATE DIAGNOSTICS, INC.

2022 OMNIBUS EQUITY INCENTIVE PLAN

Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), established, and the shareholders approved, the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan (the “Plan”) effective as of May 12, 2022. The Plan was subsequently amended by the First Amendment, effective as of April 14, 2023. By adoption of this instrument, the Company now desires to amend the Plan to (i) reflect the number of shares of stock reserved and available for grant under the Plan to reflect the 1-for-10 reverse stock split of the Company’s stock effective July 11, 2023, and (ii) increase the number of shares of stock reserved and available for grant pursuant to the Plan by 4,000,000.

1.             This Second Amendment shall be effective as of April 3, 2024, subject to approval by the Company’s shareholders at the Company’s 2024 Annual Meeting and shall be void in the absence of such approval.

2.             Section 4.1 of the Plan (Number of Shares Subject to Plan-Number of Shares) is hereby amended and restated in its entirety to read as follows:

4.1

NUMBER OF SHARES. Subject to adjustment as provided in Section 4.4, the total number of shares of Stock reserved and available for grant pursuant to the Plan is 6,150,000, plus the number of shares of Stock that remain available or, as described in Section 4.2 otherwise become available, for grant under the terms of the 2012 Plan and all Prior Plans following the Effective Date. As provided in Section 1.1, no Awards will be made pursuant to the 2012 Plan or any other Prior Plan on or after the Effective Date.

3.              This Second Amendment shall only amend the provisions of the Plan referred to above, and those provisions not amended hereby shall be considered in full force and effect, unless the context indicates otherwise.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed as of this 3rd day of April, 2024.

Dated: April 3, 2024

	ACCELERATE DIAGNOSTICS, INC.


	/s/ David Patience
	David Patience, Chief Financial Officer

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity File Number	001-31822
Entity Registrant Name	Accelerate Diagnostics, Inc.
Entity Central Index Key	0000727207
Entity Tax Identification Number	84-1072256
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3950 South Country Club Road
Entity Address, Address Line Two	Suite 470
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85714
City Area Code	520
Local Phone Number	365-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	AXDX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false