Form 8-K/A

8-K/A — MYOMO, INC.

Accession: 0001193125-26-286969

Filed: 2026-06-29

Period: 2026-06-25

CIK: 0001369290

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K/A — myo-20260625.htm (Primary)

EX-3.1 (myo-ex3_1.htm)

EX-10.1 (myo-ex10_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: myo-20260625.htm · Sequence: 1

8-K/A

0001369290--12-31true00013692902026-06-252026-06-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 25, 2026

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)

(IRS Employer

Identification No.)

45 Blue Sky Drive, Suite 101

Burlington, MA

(Address of Principal Executive Offices)

01803

(Zip Code)

Registrant’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:

☐ 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 LLC

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. ☐

EXPLANATORY NOTE:

The Company is filing this Amendment No. 1 on Form 8-K/A in order to properly label Amendment No 3 to the Company's 2018 Stock Option and Incentive plan as Exhibit 10.1, to properly label the amendment to the Company's Eighth Amended and Restated Certificate of Incorporation as Exhibit 3.1, and to add appropriate hyperlinks in Item 9.01. No other changes have been made to the Original 8-K.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

As further described below in Item 5.07 to this Current Report on Form 8-K, on June 25, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Myomo, Inc. (the “Company”), the stockholders of the Company approved an amendment to the Myomo 2018 Stock Option and Incentive Plan (the “Plan”), to increase the number of shares available under the Plan by 1,833,000 shares. A description of the amendment to the Plan is set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 14, 2026 (the “Proxy Statement”).

The amendment to the Plan was previously approved, subject to stockholder approval, by the board of directors of the Company. The foregoing description of the amendment to the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As further described below in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to increase the Company’s authorized number of shares of common stock to 100,000,000 shares. The Charter Amendment was previously approved by the board of directors of the Company, subject to approval by the Company’s stockholders.

On June 25, 2026, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware and the Charter Amendment became effective upon filing.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 25, 2026. As of April 29, 2026, the record date for the Annual Meeting, there were 38,638,669 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 Proxy Statement:

The Company’s stockholders approved the election of Paul R. Gudonis and Thomas F. Kirk as Class III directors to serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2029 and until their successors have been elected and qualified. The Company’s stockholders voted as follows:

Nominee

For

Withhold

Broker Non-Votes

Paul R. Gudonis

15,145,277

284,480

8,531,558

Thomas F. Kirk

14,333,271

1,096,486

8,531,558

The Company’s stockholders approved in an advisory (non-binding) vote, the compensation of the Company's named executive officers as disclosed in the Proxy Statement. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

13,715,583

696,112

1,018,062

8,531,558

The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

23,266,272

279,327

415,716

The Company’s stockholders approved the adoption of Amendment No. 3 to the Myomo 2018 Stock Option and Incentive Plan, which increases the number of shares available under the Plan by 1,833,000 shares. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

10,815,266

3,676,078

938,413

8,531,558

The Company’s stockholders approved the Charter Amendment to increase the number of authorized shares of common stock to 100,000,000 shares. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

20,723,545

3,090,849

146,921

The Company’s stockholders approved in an advisory (non-binding) vote, a stockholder proposal regarding the classification of directors. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

13,225,897

2,029,855

174,005

8,531,558

The Company’s stockholders approved any adjournments or postponements of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the Annual Meeting to approve Proposals 1-6. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

19,971,050

3,617,136

373,129

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:

Exhibit

No.

Description

3.1

Third Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation, as amended, of Myomo, Inc., filed with the Secretary of the State of Delaware on June 25, 2026.

10.1

Amendment No. 3 to the Myomo 2018 Stock Option and Incentive Plan.

104

The cover page from the Company’s Form 8-K dated June 25, 2026, formatted in Inline XBRL

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.

Date: June 29, 2026

By: /s/ David A. Henry

David. A. Henry

Chief Financial Officer

EX-3.1

Filename: myo-ex3_1.htm · Sequence: 2

EX-3.1

Exhibit 3.1

Third Certificate of Amendment

to the

Eighth Amended and 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:

The name of the corporation is Myomo, Inc. (the “Corporation”).

The Eighth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 8, 2017.

The Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 30, 2020.

The Second Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 10, 2021.

Pursuant to and in accordance with Section 242 of the DGCL, this Third Certificate of Amendment hereby further amends the provisions of the Eighth Amended and Restated Certificate of Incorporation of the Corporation as follows:

Section 1 of Article IV is hereby amended and restated to read in its entirety as follows:

“Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is 110,000,000, of which 10,000,000 shares of the par value of $0.0001 shall be designated Preferred Stock and 100,000,000 shares of the par value of $0.0001 shall be designated Common Stock.”

This Third Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation was duly proposed and adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the affirmative vote of the holders of a majority of the Corporation’s outstanding stock entitled to vote thereon.

This Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall be effective on and as of the date of filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, this Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this 25th day of June, 2026.

By:

/s/ Paul R. Gudonis

Paul R. Gudonis, Chief Executive Officer

EX-10.1

Filename: myo-ex10_1.htm · Sequence: 3

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO THE MYOMO, INC.

2018 STOCK OPTION AND INCENTIVE PLAN

This Third Amendment (this “Amendment”) to the Myomo, Inc. 2018 Stock Option and Incentive Plan, as amended (the “Plan”), of Myomo, Inc. (the “Company”) is effective as of the date of approval by the Company’s stockholders (the “Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

As of the Effective Date, the Plan shall be amended as follows:

Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following:

(a)

Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 8,114,140 shares (the “Initial Limit”), subject to adjustment as provided in Section 3(c), plus on January 1, 2027 and each January 1 thereafter until expiration of the Plan, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by 4 percent of the number of shares of Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on January 1, 2024 and each January thereafter by the lesser of the Annual Increase for such year or 1,000,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(c). Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. For purposes of this limitation, the shares of Stock underlying any Awards under the Plan and under the Company’s 2004 Stock Option and Incentive Plan, 2014 Stock Option and Grant Plan and/or 2016 Equity Incentive Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.

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Document And Entity Information

Jun. 25, 2026

Cover [Abstract]

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Amendment Description

On June 26, 2026, Myomo, Inc. (the "Company") filed a Current Report on Form 8-K (the “Original 8-K”) in order to (i) file under Item 5.02 Amendment No. 3 to the Company's 2018 Stock Option and Incentive Plan, which was inadvertently labeled as Exhibit 3.1, (ii) to file under Item 5.03 an amendment to the Company's Eighth Amended and Restated Certificate of Incorporation, as amended, which was inadvertently labeled as Exhibit 10.1, and (iii) to file under Item 5.07 the voting results from the Company's Annual Meeting of Stockholders, held on June 25, 2026. The Company is filing this Amendment No. 1 on Form 8-K/A in order to properly label Amendment No 3 to the Company's 2018 Stock Option and Incentive plan as Exhibit 10.1, to properly label the amendment to the Company's Eighth Amended and Restated Certificate of Incorporation as Exhibit 3.1, and to add appropriate hyperlinks in Item 9.01. No other changes have been made to the Original 8-K.

Current Fiscal Year End Date

--12-31

Document Period End Date

Jun. 25, 2026

Entity Registrant Name

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Entity Central Index Key

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Entity Incorporation, State or Country Code

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Entity Address, Address Line One

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Entity Address, Address Line Two

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City Area Code

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Local Phone Number

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Security Exchange Name

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