Hyperfine, Inc. Files 8-K with Shareholder Votes and Financials

TL;DR

Hyperfine filed an 8-K: shareholder votes, financials, and bylaw changes coming up.

AI Summary

On June 11, 2024, Hyperfine, Inc. filed an 8-K report detailing several key events. The company announced the submission of matters to a vote of its security holders, indicating upcoming shareholder decisions. Additionally, the filing includes financial statements and exhibits, providing insight into the company's financial health and operational details. The report also notes amendments to its Articles of Incorporation or Bylaws, suggesting potential corporate structure changes.

Why It Matters

This filing provides crucial updates on Hyperfine, Inc.'s corporate governance and financial status, which are important for investors to assess the company's direction and performance.

Risk Assessment

Risk Level: medium — The filing involves corporate governance changes and financial disclosures, which can introduce uncertainty and affect investor confidence.

Key Players & Entities

• Hyperfine, Inc. (company) — Registrant
• June 11, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 351 New Whitfield Street, Guilford, Connecticut 06437 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value per share HYPR The Nasdaq

Filing Documents

• hypr-20240611.htm (8-K) — 99KB
• hypr-ex3_1.htm (EX-3.1) — 15KB
• 0000950170-24-072416.txt ( ) — 237KB
• hypr-20240611.xsd (EX-101.SCH) — 26KB
• hypr-20240611_htm.xml (XML) — 5KB

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 12, 2024, Hyperfine, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to add a provision with respect to the automatic conversion of the Company's Class B common stock effective December 22, 2028, which is seven years from the date of the closing of the business combination by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) and Liminal Sciences, Inc. (the "Charter Amendment"). As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company's stockholders at the Company's 2024 annual meeting of stockholders held on June 11, 2024 (the "Annual Meeting"). 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.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. (a) On June 11, 2024, the Company held the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024. At the Annual Meeting, holders of 29,943,622 shares of the Company's Class A common stock and 15,055,288 shares of the Company's Class B common stock were present in person or by proxy at the Annual Meeting, which represented approximately 92.45% of the voting power of the shares of the Company's common stock issued and outstanding and entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. Stockholders were entitled to one vote for each share of Class A common stock held as of the close of business on April 15, 2024 (the "Record Date"), and 20 votes for each share of Class B common stock held as of the Record Date. (b) The following actions were taken at the Annual Meeting: 1. The following nominees were reelected to serve on the Company's Board of Directors until the Company's 2025 annual meeting of stockholders and until their respective successors have been elected and qualified, based on the following votes: Name Votes For Votes Against Votes Abstained Broker Non-Votes R. Scott Huennekens 314,668,909 1,349,004 103,891 14,927,578 Maria Sainz 314,893,867 1,203,126 24,811 14,927,578 John Dahldorf 315,337,202 680,476 104,126 14,927,578 Ruth Fattori 315,333,566 684,368 103,870 14,927,578 Jonathan M. Rothberg, Ph.D. 314,329,924 1,694,127 97,753 14,927,578 Daniel J. Wolterman 314,191,302 1,826,956 103,546 14,927,578 2. The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, based on the following vot

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Registrant, as filed with the Secretary of State of the State of Delaware on June 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. HYPERFINE, INC. Date: June 12, 2024 By: /s/ Brett Hale Brett Hale Chief Administrative Officer, Chief Financial Officer, Treasurer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR