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): June 27, 2021
Myomo, Inc.
(Exact Name of Company as Specified in Charter)
| Delaware | 001-38109 | 47-0944526 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 137 Portland St., 4th Floor, Boston, Massachusetts | 02114 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
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):
| ☐ | 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(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | MYO | NYSE American |
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.
Amendment to Transitional Services and Separation Agreement
On June 27, 2021, Myomo, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Transitional Services and Separation Agreement (the “Transition Agreement”), dated March 31, 2021, between the Company and Jonathan Naft, presently a consultant of the Company and a “named executive officer” for the Company’s 2019 fiscal year. Pursuant to the Amendment, the 2021 Equity Grant (as defined in the original Transition Agreement), if one is granted to Mr. Naft, would no longer automatically vest in full no later than December 31, 2021. Instead, the vesting of such award will be subject to the applicable award agreement and the applicable Company equity plan.
The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description | |
| 10.1 |
Amendment to Transitional Services and Separation Agreement, dated as of June 27, 2021, between the Company and Jonathan Naft. | |
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.
| Date: June 29, 2021 | MYOMO, INC. | |||||
| By: | /s/ David A. Henry | |||||
| David A. Henry | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
June 27th, 2021
PERSONAL AND CONFIDENTIAL
| Re: | Amendment to Equity Award |
| Dear | Jon: |
This letter agreement (the “Letter Agreement”) is being entered into by and between you and Myomo, Inc. (the “Company) in connection with your grant agreements from the Company for time-based and performance-based restricted stock units (“RSU’s”) dated as of June 9, 2021 (collectively, the “2021 Equity Award”). Capitalized terms not defined herein shall have the meaning specified in the 2021 Equity Award, the Transitional Services and Separation Agreement dated March 31, 2021 (the “Separation Agreement”), and the Consulting Agreement, effective as of April 1, 2021 (the “Consulting Agreement”).
You and the Company hereby agree as follows with respect to the 2021 Equity Award:
| • | At the earliest of (i) your termination of the Consulting Services due to the Company’s breach of the Separation Agreement of the Consulting Agreement, or (ii) the Company’s termination of the Consulting Services (other than due to your willful misconduct, refusal or failure to perform the Consulting Services (following written notice and an opportunity to cure such refusal or failure for a period of fifteen (15) days from the notice date), material breach of the Separation Agreement, or material breach of the Consulting Agreement), and subject to your execution of a reaffirmation of the Separation Agreement that extends the release of claims therein through the last day of your service relationship with the Company, within the time period provided in such reaffirmation but in no event later than 30 days following the last day of your service relationship with the Company, the 2021 Equity Award shall fully vest on the later of (i) your last day of your service relationship with the Company; and (ii) the day the Release becomes effective and irrevocable. For the avoidance of doubt, the Company’s non-renewal of the Consulting Agreement shall result in full vesting of the 2021 Equity Award, subject to the conditions in the preceding sentence. |
| • | If you terminate the Consulting Agreement for any reason other than the Company’s breach, or if the Company terminates the Consulting Agreement due to your willful misconduct, refusal or failure to perform the Consulting Services (following written notice and an opportunity to cure such refusal or failure for a period of fifteen (15) days from the notice date), material breach of the Separation Agreement, or material breach of the Consulting Agreement), you will forfeit all unvested shares from the 2021 Equity Award. |
| • | The provisions of this Letter Agreement and the 2021 Equity Award documents supersede any and all provisions related to the 2021 Equity Award in the Separation Agreement to the extent there is a conflict between such provisions. |
All other provisions of the Equity Award, the Consulting Agreement, and the Separation Agreement shall remain in full force and effect according to their terms.
Very truly yours,
MYOMO, INC.
| By: | /s/ Paul Gudonis |
June 27, 2021 | ||
| Paul R. Gudonis | Date | |||
| Chief Executive Officer |
| Acknowledged and agreed: | ||||
| Jon Naft | /s/ Jonathan Naft | Date June 27, 2021 | ||
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