POS EX 1 d850023dposex.htm POS EX POS EX

As filed with the Securities and Exchange Commission on February 11, 2020

Registration No. 333-235538

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MYOMO, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   3842   47-0944526
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification No.)

One Broadway, 14th Floor

Cambridge, Massachusetts 02142

(617) 996-9058

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Paul R. Gudonis

President and Chief Executive Officer Myomo, Inc.

One Broadway, 14th Floor Cambridge, Massachusetts 02142

(617) 996-9058

(Name, address, including zip code and telephone number, including area code of agent for service)

 

 

Copies to:

 

Mitchell S. Bloom, Esq.

James Xu, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000

   Paul R. Gudonis
President and Chief Executive Officer
Myomo, Inc.
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
(617) 996-9058		   Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-235538

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☒
     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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Myomo, Inc. (the “Company”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on February 10, 2020, is being filed for the sole purpose of filing Exhibit 5.1 as part of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below. This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(d) under the Securities Act.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

 

Exhibit
No.

   

Description

5.1    Opinion of Goodwin Procter LLP
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1)

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on February 11, 2020.

 

MYOMO, INC.
By:  

/s/ Paul R. Gudonis

Name:   Paul R. Gudonis
Title:   Chairman, Chief Executive Officer and President

This registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

/s/ Paul R. Gudonis

       Dated: February 11, 2020
Name:   Paul R. Gudonis      
Title:   Chairman, Chief Executive Officer and President
(Principal Executive Officer)		                       
 

/s/ David A. Henry

       Dated: February 11, 2020
Name:   David A. Henry      
Title:   Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)		      
 

*

       Dated: February 11, 2020
Name:   Thomas A. Crowley, Jr.      
Title:   Director      
 

*

       Dated: February 11, 2020
Name:   Thomas F. Kirk      
Title:   Director      
 

*

       Dated: February 11, 2020
Name:   Amy Knapp      
Title:   Director      

* By:  

  

Paul R. Gudonis

   

 

   

 

  Attorney-in-fact