0001019056-21-000310.txt : 20210519 0001019056-21-000310.hdr.sgml : 20210519 20210519133719 ACCESSION NUMBER: 0001019056-21-000310 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210519 DATE AS OF CHANGE: 20210519 GROUP MEMBERS: GILAD AHARON GROUP MEMBERS: ROSALIND ADVISORS, INC. GROUP MEMBERS: ROSALIND MASTER FUND L.P. GROUP MEMBERS: STEVEN SALAMON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYOMO, INC. CENTRAL INDEX KEY: 0001369290 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90202 FILM NUMBER: 21939732 BUSINESS ADDRESS: STREET 1: 137 PORTLAND STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 617-996-9058 MAIL ADDRESS: STREET 1: 137 PORTLAND STREET STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: MYOMO INC DATE OF NAME CHANGE: 20060718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rosalind Advisors, Inc. CENTRAL INDEX KEY: 0001622627 IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 BUSINESS PHONE: 4168887606 MAIL ADDRESS: STREET 1: 175 BLOOR STREET EAST STREET 2: SUITE 1316, NORTH TOWER CITY: TORONTO STATE: A6 ZIP: M4W 3R8 SC 13G 1 myomo_13g.htm SC 13G
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

Myomo, Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

62857J201

(CUSIP Number)

May 05, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
CUSIP No. 62857J201   13G   Page 2 of 9 Pages
     
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rosalind Advisors, Inc.

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.  

SEC USE ONLY

 

    
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

365,900

  7.  

SOLE DISPOSITIVE POWER

 

0

  8.  

SHARED DISPOSITIVE POWER

 

365,900

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

365,900

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%1

    
12.  

TYPE OF REPORTING PERSON (see instructions)

 

CO

    
 

 

 

1 This percentage is calculated based upon 5,604,023 shares of the Issuer’s common stock outstanding as of May 1, 2021 in accordance with 10-Q filed on May 5, 2021.

  
 
CUSIP No. 62857J201   13G   Page 3 of 9 Pages
     
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Steven Salamon

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.  

SEC USE ONLY

 

    
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

365,900

  7.  

SOLE DISPOSITIVE POWER

 

0

  8.  

SHARED DISPOSITIVE POWER

 

365,900

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

365,900

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%1

    
12.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

    
 

 

  
 
CUSIP No. 62857J201   13G   Page 4 of 9 Pages
     
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Gilad Aharon

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.  

SEC USE ONLY

 

    
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

365,900

  7.  

SOLE DISPOSITIVE POWER

 

0

  8.  

SHARED DISPOSITIVE POWER

 

365,900

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

365,900

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%1

    
12.  

TYPE OF REPORTING PERSON (see instructions)

 

IN

    
 

 

  
 
CUSIP No. 62857J201   13G   Page 5 of 9 Pages
     
1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rosalind Master Fund L.P.

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    o		    
3.  

SEC USE ONLY

 

    
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CAYMAN ISLANDS

    
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.  

SOLE VOTING POWER

 

0

  6.  

SHARED VOTING POWER

 

365,900

  7.  

SOLE DISPOSITIVE POWER

 

0

  8.  

SHARED DISPOSITIVE POWER

 

365,900

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

365,900

    
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    o		    
11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%1

    
12.  

TYPE OF REPORTING PERSON (see instructions)

 

PN

    
 

 

  
 
CUSIP No. 62857J201   13G   Page 6 of 9 Pages
     

Item 1.

  (a)

Name of Issuer MYOMO, INC.
 
  (b)

Address of Issuer’s Principal Executive Offices

137 Portland St., 4th Floor, Boston, Massachusetts
 

Item 2.

  (a)

Name of Person Filing

 

Rosalind Advisors, Inc. (“Advisor” to RMF)

Rosalind Master Fund L.P. (“RMF”)

Steven Salamon (“President”)

Steven Salamon is the portfolio manager of the Advisor which advises RMF.

Gilad Aharon is the portfolio manager and member of the Advisor which advises RMF.
 
  (b)

Address of the Principal Office or, if none, residence

 Rosalind Advisors, Inc.

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Rosalind Master Fund L.P.

P.O. Box 309

Ugland House, Grand Cayman

KY1-1104, Cayman Islands

 

Steven Salamon

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada

 

Gilad Aharon

175 Bloor Street East

Suite 1316, North Tower

Toronto, Ontario

M4W 3R8 Canada
 
  (c)

Citizenship

Rosalind Advisors, Inc.: Ontario, Canada

Rosalind Master Fund L.P.: Cayman Islands

Steven Salamon: Ontario, Canada

Gilad Aharon: Ontario, Canada
 
  (d)

Title of Class of Securities

Common Stock
 
  (e)

CUSIP Number

62857J201
 

 

  
 
CUSIP No. 62857J201   13G   Page 7 of 9 Pages
     

 Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

  (a)  

Amount beneficially owned:  

 

Rosalind Master Fund L.P. is the record owner of 365,900 shares of common stock.

Rosalind Advisors, Inc. is the investment advisor to RMF and may be deemed to be the beneficial owner of shares held by RMF. Steven Salamon is the portfolio manager of the Advisor and may be deemed to be the beneficial owner of shares held by RMF. Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares.
 
  (b)  

Percent of class:  

 

Rosalind Advisors, Inc. – 6.5%

Rosalind Master Fund L.P. – 6.5%

Steven Salamon – 6.5%
 
  (c)   Number of shares as to which the person has:  
 
      (i)

Shared power to vote or to direct the vote 

 

Rosalind Advisors, Inc. – 365,900

Rosalind Master Fund L.P. – 365,900

Steven Salamon – 365,900

Gilad Aharon - 365,900
 
      (ii) Sole power to dispose or to direct the disposition of  – 0
 
      (iii)

Shared power to dispose or to direct the disposition of  

 

Rosalind Advisors, Inc. – 365,900

Rosalind Master Fund L.P. – 365,900

Steven Salamon – 365,900

Gilad Aharon – 365,900
 
 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

  
 
CUSIP No. 62857J201   13G   Page 8 of 9 Pages
     

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following    o.

Instruction. Dissolution of a group requires a response to this item.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Item 7 – 9.  Not Applicable

 

  
 
CUSIP No. 62857J201   13G   Page 9 of 9 Pages
     

Item 10.  Certification.

 
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   
 

5/19/2021

Date

   
 

/s/ Steven Salamon

Signature

   
 

Steven Salamon/President Rosalind Advisors, Inc.

Name/Title

   

 
 EX-99.A 2 ex_a.htm EXHIBIT A
 

Exhibit A

 

Joint Filing Agreement

 

The undersigned hereby agree that this Statement on Schedule 13G with respect to the beneficial ownership of shares of Common Stock of VistaGen Therapeutics, Inc. is filed jointly, on behalf of each of them.

 

  Rosalind Advisors, Inc.
  By: /s/ Steven Salamon                                                                    
  Name: Steven Salamon
  Title: President
   
  Rosalind Master Fund L.P.
  By: /s/ Mike McDonald                                                                   
  Name: Mike McDonald
  Title: Director, Rosalind (Cayman) Ltd. (as General
Partner to Rosalind Master Fund)
   
  By: /s/ Steven Salamon                                                                   
  Name: Steven Salamon