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): June 15, 2011
BioDrain Medical, Inc.
(Exact name of Registrant as Specified in its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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333-155299
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33-1007393
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(Commission File Number)
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(IRS Employer Identification No.)
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2060 Centre Pointe Boulevard, Suite 7
Mendota Heights, Minnesota 55120
(Address of Principal Executive Offices and Zip Code)
(651) 389-4800
(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:
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2011, the shareholders of BioDrain Medical, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Company’s 2008 Equity Incentive Plan (the “Plan”) to increase the number of authorized shares of common stock available for issuance thereunder from 3,000,000 shares to 7,000,000 shares.
The material terms of the Plan are summarized in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2011 and are incorporated herein by reference. A copy of the Plan was filed as Exhibit 10.35 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 12, 2008 and is incorporated herein by reference. A copy of the Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on June 14, 2011. Set forth below is a brief description of each matter voted upon at the meeting and the voting results with respect to each matter.
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1.
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A proposal to elect six (6) directors of the Company to hold office until the next annual meeting or until their successors are duly elected and qualified.
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Director’s Name
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Votes For
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Votes Withheld
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Lawrence W. Gadbaw
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8,756,898
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2,159,015
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Kevin R. Davidson
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10,911,613
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4,300
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Chad A. Ruwe
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10,911,913
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4,000
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Peter L. Morawetz
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8,756,898
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2,159,015
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Thomas J. McGoldrick
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10,911,913
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4,000
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Andrew P. Reding
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9,772,770
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1,143,143
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2.
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A proposal to ratify the appointment of Olsen Thielen & Co., Ltd. as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2011.
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For
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Against
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Abstentions
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11,665,790
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0
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55,026
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A proposal to approve the amendment of the Company’s 2008 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 3,000,000 to 7,000,000.
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For
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Against
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Abstentions
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10,074,698
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668,542
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172,673
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Pursuant to the foregoing votes, Messrs. Gadbaw, Davidson, Ruwe, Morawetz, McGoldrick and Reding were elected to serve as directors, Olsen Thielen & Co., Ltd. was ratified as the Company’s independent registered public accounting firm and the Company’s 2008 Equity Incentive Plan was amended to increase the number of shares authorized thereunder to 7,000,000.
During the annual meeting Kevin R. Davidson, President and CEO, announced that the Streamway® system has now been utilized in over 300 medical/surgical procedures in multiple facilities, an increase from about 100 procedures approximately one year ago. Although this number of procedures does not yet signal true market acceptance of the Streamway system, it does provide a significant amount of data for the Company to evaluate what will become necessary to achieve market acceptance over time.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of theSecurities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless we specifically incorporate it by reference in adocument filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this report on Form 8-K and furnishing thisinformation, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Amendment No. 1 to BioDrain Medical, Inc. 2008 Equity Incentive Plan
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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: June 15, 2011
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BIODRAIN MEDICAL, INC.
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By:
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/s/ Kevin R. Davidson
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Kevin R. Davidson
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President, Chief Executive Officer, and Chief Financial Officer
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Exhibit 10.1
AMENDMENT NO. 1
TO
BIODRAIN MEDICAL, INC. 2008 EQUITY INCENTIVE PLAN
WHEREAS , the Board of Directors (the “Board”) of BioDrain Medical, Inc. (the “Company”) previously adopted, and the shareholders approved, the BioDrain Medical, Inc. 2008 Equity Incentive Plan (the “Plan”);
WHEREAS , pursuant to Section 12.1 of the Plan, the Board has the authority to amend the Plan at any time; and
WHEREAS , the Board has adopted, and the shareholders have approved, an amendment to increase the number of shares of common stock reserved for the Plan.
NOW, THEREFORE, RESOLVED , that the BioDrain Medical, Inc. 2008 Equity Incentive Plan be and it is hereby amended as follows:
1. Section 4.1 of the Plan is hereby amended by increasing the number of shares of common stock reserved for the Plan from 3,000,000 to 7,000,000.
2. Except as amended herein, all provisions of the Plan shall remain in full force and effect.
* * * * *
I hereby certify that the foregoing Amendment No. 1 was duly adopted by the Board of Directors of BioDrain Medical, Inc. on April 15, 2011.
Executed on this 15th day of April, 2011.
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By
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/s/ Alan G. Shuler
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Name: Alan G. Shuler
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Title: Secretary
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* * * * *
I hereby certify that the foregoing Amendment No. 1 was duly adopted by the shareholders of BioDrain Medical, Inc. on June 14, 2011.
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By
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/s/ Alan G. Shuler
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Name: Alan G. Shuler
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Title: Secretary
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