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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, 2021

 

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in 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 (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 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 3.03.Material Modification to Rights of Security Holders.

 

On May 11, 2021, Accelerate Diagnostics, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the total number of authorized shares of the Company’s capital stock to 105,000,000 shares, of which 100,000,000 shares are designated as common stock and 5,000,000 shares are designated as preferred stock. As discussed in Item 5.07 of this Current Report on Form 8-K (this “Report”) below, the Certificate of Amendment was approved by the Company’s shareholders on May 7, 2021 at the Annual Meeting (as defined below). Previously, the Company’s Certificate of Incorporation authorized the Company to issue 90,000,000 shares of the Company’s capital stock, of which 85,000,000 shares were designated as common stock and 5,000,000 shares were designated as preferred stock.

 

The Certificate of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

 

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

 

As described under Item 3.03 of this Report, on May 11, 2021, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The information in Item 3.03 of this Report is incorporated by reference into this Item 5.03.

 

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

 

On May 7, 2021, the Company held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:

 

(1) elected nine directors, each to hold office for a term to expire at the 2022 Annual Meeting of Shareholders and thereafter until their successors have been elected and qualified;

 

(2) approved the Certificate of Amendment to increase the total number of authorized shares of the Company’s common stock by 15,000,000 shares, to a total of 100,000,000 shares; and

 

(3) ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021.

 

The voting results of each of these proposals, which are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2021, are set forth below.

 

 

 

 

Proposal No. 1 – Election of Directors

 

Director Nominee  Votes For   Votes Withheld   Broker Non-Votes 
Thomas D. Brown   31,762,371    5,522,782    9,626,361 
Louise L. Francesconi   32,715,886    4,569,267    9,626,361 
Mark C. Miller   33,880,377    3,404,776    9,626,361 
John Patience   32,564,391    4,720,762    9,626,361 
Jack Phillips   37,141,868    143,285    9,626,361 
Jack Schuler   35,878,591    1,406,562    9,626,361 
Matthew W. Strobeck, Ph.D.   37,067,613    217,540    9,626,361 
Frank J.M. ten Brink   37,050,411    234,742    9,626,361 
Charles Watts, M.D.   31,693,704    5,591,449    9,626,361 

 

Proposal No. 2 – Amendment of Certificate of Incorporation

 

Votes For  Votes Against  Abstentions
45,865,013  969,774  76,727

 

Proposal No. 3 – Ratification of Independent Registered Public Accounting Firm

 

Votes For  Votes Against  Abstentions
46,681,199  17,280  213,035

 

Item 9.01Financial Statements and Exhibits.

 

(d)           Exhibits.  

 

Exhibit  
Number Description
   
3.1 Certificate of Amendment to the Certificate of Incorporation of Accelerate Diagnostics, Inc., dated May 11, 2021  
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.

 

Date: May 13, 2021 ACCELERATE DIAGNOSTICS, INC.
(Registrant)  
   
  /s/ Steve Reichling
  Steve Reichling
  Chief Financial Officer