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, 2024

 

Accelerate Diagnostics, Inc.

(Exact name of registrant as specified in its 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:

 

¨	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 5.02.

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

 

As discussed in Item 5.07 of this Current Report on Form 8-K (this “Report”) below, the shareholders of Accelerate Diagnostics, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan (as amended, the “2022 Incentive Plan”) to increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, available for grant thereunder by 4,000,000 shares.

 

The material terms of the Plan Amendment were described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on April 11, 2024 (the “Proxy Statement”) under the caption “Proposal No. 3 – Amendment of the 2022 Incentive Plan,” which description is incorporated herein by reference.

 

 The descriptions of the Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On May 7, 2024, the Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders:

 

(1)

elected 9 directors, each to hold office for a term to expire at the 2025 Annual Meeting of Shareholders or until their successors have been duly elected and qualified;

 

(2)

ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and

 

(3)

approved the Plan Amendment to increase the total number of authorized shares of the Company’s common stock available for grant under the 2022 Incentive Plan by 4,000,000 shares.

 

The voting results of each of these proposals, which are described in more detail in the Proxy Statement, are set forth below.

 

 

Proposal No. 1 – Election of Directors

 

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes
Mark Black		12,392,552		53,888		5,702,108
Wayne C. Burris		12,392,252		54,188		5,702,108
Louise L. Francesconi		10,792,982		1,653,458		5,702,108
Hany Massarany		10,845,395		1,601,045		5,702,108
Marran H. Ogilvie		12,391,918		54,522		5,702,108
John Patience		12,391,399		55,041		5,702,108
Jack Phillips		12,391,411		55,029		5,702,108
Jenny Regan		10,844,508		1,601,932		5,702,108
Jack Schuler		12,391,374		55,066		5,702,108

 

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
17,808,069		334,982		5,497		0

 

Proposal No. 3 – Approval of Plan Amendment

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,326,649		2,096,397		23,394		5,702,108

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)           Exhibits.  

 

Exhibit
Number		Description
10.1		Second Amendment to the Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan
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.

 

	ACCELERATE DIAGNOSTICS, INC.
	(Registrant)
Date: May 13, 2024
	/s/ David Patience
	David Patience
	Chief Financial Officer