Current Report Filing (8-k)
November 14 2017 - 5:02PM
Edgar (US Regulatory)
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): November 13, 2017
MYOMO, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38109
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47-0944526
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One
Broadway, 14
th
Floor
Cambridge,
Massachusetts 02142
(Address
of principal executive offices, including zip code)
(617)
996-9058
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On November 13, 2017, Myomo, Inc. (the
“Company”) and Sandcastle Limited Partnership (“Lender”) entered into an Amendment No. 3 to Amended and
Restated Unsecured Term Promissory Note (the “Note Amendments”) for each of the Amended and Restated Unsecured Term
Promissory Notes issued by the Company to Lender dated September 1, 2015, as amended (the “Notes”). Pursuant to the
Note Amendments, the Company may elect, in its sole discretion, if its common stock is then-traded on the NYSE American or another
stock exchange or over-the-counter dealer quotation system, to repay (i) up to 50% of the outstanding principal and any accrued
but unpaid interest as shall be due and payable under the Notes by issuing shares of the Company’s common stock equal to
80% of the closing price per share of common stock on the repayment date, and (ii) the remainder of the outstanding principal and
any accrued but unpaid interest as shall be due and payable under the Notes by issuing shares of the Company’s common stock
equal to the closing price per share of common stock on the repayment date. However, in no event is the Company permitted to issue
common stock for such repayment to the extent that such issuance would require shareholder approval under the rules of the NYSE
American. In addition, the Company must make such election, if any, to repay the Notes in shares of its common stock no later than
90 days following the closing of the Company’s next offering of equity or equity-linked securities in which the Company receives
gross proceeds of at least $2.0 million.
The foregoing description of the Note Amendments
does not purport to be complete and is qualified in its entirety by reference to the text of the form of Note Amendments, which
is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Item
1.02
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Termination
of a Material Definitive Agreement.
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On November 13, 2017 (the “Repayment
Date”), the Company repaid Lender all outstanding principal and accrued but unpaid interest under the Notes, constituting
approximately $1,081,928 in cash by issuing 107,505 shares of the Company’s common stock at a price per share equal to $5.03,
80% of the price per share of common stock on the Repayment Date and issuing 86,004 shares of the Company’s common stock
at a price per share equal to $6.29, the price per share of common stock on the Repayment Date (the “Note Repayment”).
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information contained in Item 1.01 and 1.02 with respect to the Amendments is incorporated by reference into this Item 3.02.
The shares of the Company’s common
stock issued in connection with the Note Repayment were offered and sold in transactions exempt from the registration requirements
of the Securities Act, in reliance on Section 4(a)(2) and Rule 506(b) of Regulation D. Lender represented that it was an “accredited
investor” as defined in Regulation D.
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.
Date:
November 14, 2017
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Myomo,
Inc.
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By:
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/s/
Paul R. Gudonis
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Paul
R. Gudonis
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Chairman,
Chief Executive Officer and President
(principal executive officer)
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3
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