UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12, 2017
Myomo, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38109 | 47-0944526 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
One Broadway, 14th Floor Cambridge, Massachusetts |
02142 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 617-996-9058
| (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)) |
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. ☐
Information to be Included in the Report
Explanatory Note
On June 9, 2017, Myomo, Inc. (the “Company”) completed its initial public offering (“IPO”) under Regulation A of the Securities Act of 1933, as amended, raising $4,991,235 through the sale of 665,498 shares of its common stock at a price to the public of $7.50 per share. On June 9, 2017, the Company also closed on a private placement (“Private Placement”) under Regulation D Rule 506(b) pursuant to which it sold to accredited investors an aggregate of 557,216 investment units at $5.25 per unit for aggregate proceeds of $2,925,385. Each unit consists of one share of restricted common stock and a 3-year warrant to purchase one share of common stock exercisable for $7.50 per share. The combined aggregate proceeds raised was $7,916,620.
At the request of the NYSE MKT exchange, the purpose of this current report on Form 8-K is to present certain unaudited pro forma financial information of the Company. The unaudited pro forma capitalization table of the Company for the quarter ended March 31, 2017, giving effect to the IPO and Private Placement as if it had occurred on March 31, 2017, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma capitalization table for the quarter ended March 31, 2017 |
| 2 |
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.
| Myomo, Inc. | |
| /s/ Paul R. Gudonis | |
| Paul R. Gudonis | |
| Chairman, Chief Executive Officer and President | |
| Date: June 12, 2017 |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma capitalization table for the quarter ended March 31, 2017 |
4
Exhibit 99.1
UNAUDITED PRO FORMA CAPITALIZATION TABLE
The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2017:
(1) on an actual basis;
(2) on a pro forma basis to give effect to the conversion of all of our outstanding shares of preferred stock into an aggregate of 2,622,187 shares of common stock upon the completion of the IPO;
(3) on a pro forma basis to give effect to the sale of 557,216 shares of common stock for $2,925,385 in private placement;
(4) the conversion of all of our outstanding convertible promissory notes into an aggregate of 1,055,430 shares of common stock upon the completion of the IPO;
(5) on a pro forma basis to give effect to our May 23, 2017 agreement with a shareholder to amend and extend the maturity of the related party promissory notes to June 2019;
(6) on a pro forma basis to give effect to our June 6, 2017 agreement with MLSC to amend and extend the promissory note’s maturity from June 7, 2017 to May 7, 2019, with repayment in twenty-four equal monthly installments beginning June 7, 2017; and
(7) on a pro forma as adjusted basis to reflect the pro forma adjustments described above and to give further effect to (i) The 665,498 shares of common stock sold at the IPO offering price of $7.50 per share after deducting commissions of $349,593 and estimated offering expenses of $600,000 payable by us and (ii) the filing and effectiveness of our amended and restated certificate of incorporation, which occurred immediately prior to the completion of the IPO.
| As of March 31, 2017 (unaudited) | ||||||||||||
| Actual (1) | Pro Forma (2)(3)(4)(5)(6) | Pro Forma As Adjusted (7) | ||||||||||
| Cash and cash equivalents | $ | 1,403,900 | $ | 4,314,285 | $ | 8,955,927 | ||||||
| Indebtedness: | ||||||||||||
| Current: | ||||||||||||
| Note payable, MLSC | 1,193,984 | 481,481 | 481,481 | |||||||||
| Notes payable, shareholder | 876,458 | - | - | |||||||||
| Accrued interest | 143,555 | - | - | |||||||||
| Long-term | ||||||||||||
| Note payable, MLSC | - | 712,503 | 712,503 | |||||||||
| Notes payable, shareholder | - | 876,458 | 876,458 | |||||||||
| Convertible promissory notes | 3,976,448 | - | - | |||||||||
| Convertible promissory notes, related party | 1,180,000 | - | - | |||||||||
| Accrued interest | 216,085 | 143,555 | 143,555 | |||||||||
| Total Indebtedness | 7,586,530 | 2,213,997 | 2,213,997 | |||||||||
| Redeemable and Convertible Preferred Stock: | ||||||||||||
| Series B-1 convertible preferred stock, $0.0001 par value per share 1,862,500 shares authorized; 1,662,104 shares issued and outstanding, no shares authorized, issued or outstanding, pro forma and pro forma as adjusted as of March 31, 2017 | 8,177,765 | - | - | |||||||||
| Series A-1 convertible preferred stock, $0.0001 par value per share 1,594,958 shares authorized; 960,083 shares issued and outstanding, no shares authorized, issued or outstanding, pro forma and pro forma as adjusted as of March 31, 2017 | 4,521,660 | - | - | |||||||||
| Total redeemable and convertible preferred stock | 12,699,425 | - | - | |||||||||
| Stockholders' (deficit) equity: | ||||||||||||
| Common Stock $0.0001 par value per share; 5,600,000 shares authorized, 1,127,392 shares issued and 1,126,584 outstanding, actual; 5,600,000 shares authorized, 5,362,225 shares issued and 5,361,417 outstanding, pro forma; and 100,000,000 shares authorized and 6,027,723 shares issued and 6,026,915 outstanding, pro forma as adjusted, as of March 31, 2017 | 113 | 535 | 602 | |||||||||
| Additional paid-in capital | 5,346,894 | 26,343,815 | 30,385,391 | |||||||||
| Accumulated deficit | (24,431,708 | ) | (24,446,708 | ) | (24,446,708 | ) | ||||||
| Treasury stock,at cost; 808 shares of common stock | (6,464 | ) | (6,464 | ) | (6,464 | ) | ||||||
| Total stockholders' (deficit) equity | (19,091,165 | ) | 1,891,178 | 5,932,821 | ||||||||
| Total capitalization | $ | 1,194,790 | $ | 4,105,175 | $ | 8,146,818 | ||||||
You should read this table together with our financial statements as of and for the years ended December 31, 2016 and 2015 and our unaudited financial statements as of and for the three months ended March 31, 2017 and 2016, and the related notes thereto, included in our previous filings with the Securities and Exchange Commission. The table above excludes (unless stated otherwise above):
| ● | 10,781 shares issuable upon the exercise of warrants, with a weighted-average exercise price of approximately $3.5136 per share; | |
| ● | 640,160 shares issuable upon the exercise of warrants, with an exercise price of approximately $6.47 per share; | |
| ● | 188,614 shares issuable upon the exercise of warrants, with a weighted-average exercise price of approximately $6.2797 per share; | |
| ● | 557,216 shares issuable upon the exercise of warrants, with an exercise price of $7.50 per share; | |
| ● | 562,500 shares available for future issuance under our 2016 Equity Incentive Plan, adopted in connection with the completion of the IPO; | |
| ● | 33,275 shares issuable upon exercise of the warrants with an exercise price $8.25 per share, to be issued to the Selling Agent, or its designated affiliates, in connection with the IPO; and | |
| ● | 311,366 shares issuable upon the exercise of stock options, under the Company’s 2004 Stock Option and Incentive Plan, (the “2004 Plan”), and the 2014 Stock Option and Grant Plan, (the “2014 Plan”), with a weighted-average exercise price of approximately $0.6254 per share. |
To the extent such stock options or warrants are hereafter exercised, or awards made under such equity compensation plan result in the issuance of additional shares of our Common Stock, there will be further dilution to our investors.