8-K

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 12, 2020

Myomo, Inc.

(Exact Name of Company as Specified in Charter)

Delaware	001-38109	47-0944526
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Broadway, 14th Floor Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

Company’s telephone number, including area code: (617) 996-9058

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 ( see General Instruction A.2. below):

☐ 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(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	MYO	NYSE American

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 1.01. Entry into a Material Definitive Agreement.

Amendment to Secured Promissory Note

On May 12, 2020, Myomo, Inc. (the “Company”), and Iliad Research and Trading, L.P. (the “Lender”) entered into an Amendment (the “Amendment”) to the Company’s existing Secured Promissory Note, issued on October 22, 2020 (as amended, the “Note”) with the Lender. The original principal amount of the Note is $3.3 million (the “Borrowings”). As of May 12, 2020, an aggregate of $1,745,701 of the Borrowings remained outstanding.

Among other things, the Amendment provided the ability for the Company, subject to the terms and conditions contained therein, to satisfy certain repayment obligations through the issuance of Common Stock rather than in cash. Pursuant to the terms of the Note, the Lender will have the right to redeem up to $400,000 of the Borrowings per calendar month for the first three redemptions after the inception date, and $300,000 per calendar month thereafter by submitting a notice to the Company (a “Redemption Notice”). Upon receipt of a Redemption Notice, the Company may, at its election, either (i) pay the amount set forth in the Redemption Notice in cash within seven trading days of Company’s receipt of such Redemption Notice, or (ii) convert the amount set forth in the Redemption Notice into shares of Common Stock (the “Conversion Shares”) within three trading days of Company’s receipt of such Redemption Notice. The Lenders’ per share conversion price will be 91% of the lowest daily volume weighted average price per share of the Common Stock on the NYSE American for the ten trading days immediately preceding such conversion. The Company may not make redemptions in shares of Common Stock and must satisfy such redemption in cash within three trading days of receipt of the redemption notice if there is an Equity Conditions Failure (as defined in the Amendment). The Company may defer up to three redemptions for up to thirty days. The outstanding balance under the Note will be automatically increased by (a) the greater of $35,000.00 and one percent (1%) of the outstanding balance as of the date Company exercises its first deferral right, (b) the greater of $35,000.00 and one and a quarter percent (1.25%) of the outstanding balance as of the date the Company exercises its second deferral right and (c) the greater of $35,000.00 and one and a half percent (1.5%) of the outstanding balance as of the date the Company exercises its third deferral right. In addition, the Company may not issue shares of Common Stock to Lender if such issuance would cause Lender to beneficially own in excess of 9.99% of the Company’s Common Stock outstanding on the date of such issuance. The Company is also prohibited from issuing shares of Common Stock to the extent that such issuance would exceed the amounts described in Section 713 of the NYSE American LLC Company that would require stockholder approval of the Company. While the Company is under no obligation to seek such stockholder approval, if the Company does obtain such approval, this limit will be removed.

The Company has also agreed to pay to the Lender a fee of $105,000 in consideration of the Lender’s agreement to make the Note convertible, which fee has been added onto the outstanding balance of the Note.

The foregoing description of the material terms of the Amendment does not purport to be complete and is subject to, and is qualified in their entirety by, reference to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1.

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2020, the Company announced its financial results for the quarter ended March 31, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company relied on the exemption from registration contained in Section 4(a)(2) of the Securities Act for the issuance of the Note and expect to rely on such exemption or Section 3(a)(9) under the Securities Act for any issuance of Conversion Shares. In connection with the Lender’s execution of the Amendment, the Lender represented to the Company that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the securities purchased or to be purchased by the Lender were or will be acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution by the Lender of any portion of the Note or Conversion Shares, except pursuant to sales registered or exempted under the Securities Act. Lender provided no property or cash consideration of any kind whatsoever and none will be given by Lender to Borrower in connection with this Amendment.

Item 9.01.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment to Secured Promissory Note from the Company to Iliad Research and Trading, L.P. dated May 12, 2020
99.1	Press release issued by Myomo, Inc. on May 14, 2020, furnished herewith.

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.

MYOMO, INC.
Date:	May 14, 2020
By:	/s/ David A. Henry
Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

AMENDMENT TO SECURED PROMISSORY NOTE

This Amendment to Secured Promissory Note (this “Amendment”) is entered into as of May 12, 2020 by and between ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership (“Lender”), and MYOMO, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).

A.    Borrower previously issued to Lender a Secured Promissory Note dated October 22, 2019 in the principal amount of $3,300,000.00 (and, as amended hereby, the “Note”).

B.    Borrower has requested that Lender make the Note convertible into Borrower’s common stock at Borrower’s option.

C.    Lender has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to make the Note convertible.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.    Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

2.    Amendments.

(a)    The following sentence shall be added at the end of Section 4.1 of the Note:

“Borrower’s failure to timely deliver Conversion Shares via the DTC DWAC system to Lender shall be considered an Event of Default and a Major Default hereunder.”

(b)    Section 3 of the Note shall be deleted in its entirety and replaced with the following:

“3.    Redemptions.

3.1    Conversion Price. The conversion price for each Conversion (as defined below) shall be calculated pursuant to the following formula: 91% multiplied by the lowest daily volume weighted average price of the Common Stock (as defined in the Purchase Agreement) during the ten (10) Trading Days (the “Measurement Period”) immediately preceding the applicable Conversion (the “Conversion Price”). If there is a stock split or other similar adjustment (“Stock Event”) to the share price of the Common Stock that occurs during the Measurement Period, the volume weighted average price for all Trading Days during the Measurement Period prior to the effectiveness of such Stock Event shall be appropriately adjusted to reflect such Stock Event.

3.2    Redemptions. Beginning on the date that is six (6) months after the Purchase Price Date, Lender shall have the right, exercisable at any time in its sole and absolute discretion,

to redeem any amount of the Note up to the Maximum Monthly Redemption Amount (such amount, the “Redemption Amount”) per calendar month by providing Borrower with a notice substantially in the form attached hereto as Exhibit A (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption Notices in any given calendar month so long as the aggregate amount being redeemed in such month does not exceed the Maximum Monthly Redemption Amount. Upon receipt of any Redemption Notice, if there is not an Equity Conditions Failure on the applicable Redemption Date, Borrower may, at its election, either (i) pay the applicable Redemption Amount to Lender by converting the applicable Redemption Amount into shares of Common Stock (“Conversion Shares”) in accordance with this Section 3.2 (each, a “Conversion”) per the following formula: the number of Conversion Shares equals the Redemption Amount being converted divided by the Conversion Price, or (ii) pay the applicable Redemption Amount to Lender in cash. With respect to each Redemption Amount that is paid in Conversion Shares, the applicable Conversion Shares must be delivered to Lender within three (3) Trading Days of Borrower’s receipt of a Redemption Notice. With respect to each Redemption Amount that is paid in cash, Borrower shall pay such amount to Lender within seven (7) Trading Days of Borrower’s receipt of such Redemption Notice. Notwithstanding the foregoing, upon receipt of a Redemption Notice, if there is an Equity Conditions Failure on the applicable Redemption Date, Borrower must pay the applicable Redemption Amount in cash to Lender within seven (7) Trading Days of Borrower’s receipt of such Redemption Notice. If Borrower is obligated to pay a Redemption Amount in cash as required by this Section 3.2 and does not pay such Redemption Amount to Lender in cash within three (3) Trading Days of Borrower’s receipt of a Redemption Notice, then an amount equal to twenty-five percent (25%) of such Redemption Amount will be added to the Outstanding Balance. Borrower shall have the right to defer up to three (3) separate redemptions for up to thirty (30) days each by providing written notice to Lender within three (3) Trading Days of its receipt of a Redemption Notice. In the event Borrower elects to exercise its deferral right, the Outstanding Balance shall automatically be increased by: (a) the greater of $35,000.00 and one percent (1%) of the Outstanding Balance as of the date Borrower exercises such deferral right for the first deferral, (b) the greater of $35,000.00 and one and a quarter percent (1.25%) of the Outstanding Balance as of the date Borrower exercises such deferral right for the second deferral, and (c) the greater of $35,000.00 and one and a half percent (1.5%) of the Outstanding Balance as of the date Borrower exercises such deferral right for the third deferral.

(c)     The following provision shall be added to the Note as Section 16:

“16.    Ownership Limitation. Notwithstanding anything to the contrary contained in this Note, Borrower shall not issue any Conversion Shares to the extent that after giving effect to such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the 1934 Act. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.”

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(d)     The following provision shall be added to the Note as Section 17:

“Exchange Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and Lender agree that the total cumulative number of shares of Common Stock issued to Lender hereunder together with all other Transaction Documents may not exceed the amounts described Section 713 of the NYSE American LLC Company Guide that would require stockholder approval of Borrower (“Exchange Cap”), except that such limitation will not apply if Borrower obtains stockholder approval to exceed the Exchange Cap, it being acknowledged, for the avoidance of doubt, Borrower has no obligation to seek such approval. If Borrower is unable to obtain stockholder approval to exceed the Exchange Cap, any remaining Outstanding Balance of this Note must be repaid in cash.”

(e)    The following shall be added as new defined terms to Attachment 1 to the Note:

“A13.    “Equity Conditions Failure” means that any of the following conditions has not been satisfied on any given Redemption Date: (a) with respect to the applicable date of determination all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) no Event of Default shall have occurred or be continuing hereunder; (c) Borrower’s Common Stock shall be listed on NYSE American; (d) trading in Borrower’s Common Stock has not been halted, suspended, chilled, frozen, reached zero bid, or otherwise ceased trading on NYSE American; (e) Borrower has secured a supplemental listing of the Conversion Shares from NYSE American; and (f) such issuance of Conversion Shares would not exceed the Exchange Cap.”

“A14.    “Maximum Monthly Redemption Amount” means $400,000.00 for the months of May, June and July 2020 and $300,000.00 for each calendar month thereafter.”

(f)     The following shall be added as a new Section 18:

“18    Voting Rights. Except as required by law, Lender shall have no voting rights with respect to any of the Conversion Shares unless and until they have been issued by Borrower.”

(g)    The following shall be added as a new Section 19:

“19    Legends.

19.1    Restrictive Legend. Lender understands that this Note and until such time as the Conversion Shares may be sold pursuant to Rule 144 under the Securities Act or an exemption from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order consistent therewith may be placed against transfer of the certificates for such securities):

THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE

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SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.””

19.2     Removal of Restrictive Legends. The certificates or book entries evidencing the Conversion Shares shall not contain or be subject to any legend or stop transfer instructions restricting the transfer thereof: (A) following any sale of such Conversion Shares pursuant to Rule 144, (B) if such Conversion Shares are eligible for sale under Rule 144(b)(1), (C) if Lender certifies at any time that Lender is not an “affiliate” of Borrower (as such term is used under Rule 144 pursuant to the Securities Act), and Lender’s holding period for purposes of Rule 144 and subsection (d)(3)(ii) thereof with respect to the Conversion Shares is at least six (6) months (it being acknowledged and agreed by Borrower that Lender’s holding period for the Conversion Shares shall be deemed to have commenced on the October 22, 2019), or (D) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (the “Unrestricted Conditions”). Promptly following such time as any of the Unrestricted Conditions have been satisfied, Borrower shall cause its counsel to issue a legal opinion or other instruction to the Transfer Agent (if required by the Transfer Agent) to effect the issuance of the Conversion Shares without a restrictive legend or, in the case of Conversion Shares that have previously been issued, the removal of the legend thereunder. If any of the Unrestricted Conditions are met at the time of issuance of the Conversion Shares, then the Conversion Shares shall be issued free of all legends. Borrower shall assume (and Lender shall be deemed to represent) that Lender is not an affiliate of Borrower, unless Lender has otherwise advised Borrower in writing to the contrary.

19.3    Sale of Unlegended Shares. Lender agrees that the removal of the restrictive legend from any certificates representing securities is predicated upon Borrower’s reliance that the Lender will sell any Conversion Shares pursuant to an exemption from the registration requirements of the Securities Act.”

(h)    The following shall be added as a restrictive legend to the top of the first page of the Note:

“THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.”

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3.    Restructuring Fee. In consideration of Lender’s agreement to make the Note convertible, its fees incurred in preparing this Amendment and other accommodations set forth herein, Borrower agrees to pay to Lender a restructuring fee of $105,000.00 (the “Restructuring Fee”). The Restructuring Fee is hereby added to the outstanding balance of the Note as of the date of this Amendment. Lender and Borrower further agree that the Restructuring Fee is deemed to be fully earned as of the date hereof, is nonrefundable under any circumstance, and that the Restructuring Fee tacks back to the date of the Note for Rule 144 purposes. Borrower represents and warrants that as of the date hereof the outstanding balance of the Note, following the application of the Restructuring Fee, is $1,850,701.27.

4.    Share Reserve. Promptly after the execution of this Amendment, and for so long as the Note is outstanding, Borrower covenants and agrees to establish with its transfer agent a share reserve of 650,000 shares of its common stock for the sole and exclusive benefit of Lender.

5.    Representations and Warranties of Borrower. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a)    Borrower has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of Borrower hereunder, except as have been made or as contemplated or required by this Amendment. This Amendment has been duly executed by Borrower and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligations of Lender, enforceable against Borrower in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b)    There is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any representation, warranty, or recital contained in this Amendment.

(c)    Except as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.

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(d)    Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability for any matter or precedent upon which any claim or liability may be asserted.

(e)    Borrower represents and warrants that as of the date hereof no Events of Default or other material breaches exist under the Transaction Documents or have occurred prior to the date hereof.

6    Representations and Warranties of Lender. In order to induce Borrower to enter into this Amendment, Lender, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

(a)    Lender has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority or other third party is required as a condition to the validity of this Amendment or the performance of any of the obligations of Lender hereunder. This Amendment has been duly executed by Lender and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligations of Lender, enforceable against Lender in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b)    Lender understands that the Note and the Conversion Shares are being offered, sold, issued and delivered to it in reliance upon specific provisions of federal and applicable state securities laws, and that the Borrower is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Lender set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state securities laws. Lender understands that the Note and the Conversion Shares will be subject to restrictions on transfer, and bear restrictive legends, as (and only to the extent) set forth in the Note.

(c)    Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. Lender has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Note and the Conversion Shares, and has so evaluated the merits and risks of such investment.

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7.    Certain Acknowledgments and Agreements. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with this Amendment. Borrower has submitted a supplemental application for the listing of the Conversion Shares with the NYSE American and will use its reasonable best efforts to secure such listing. Within the required time following the execution of this Amendment Borrower shall file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by this Amendment.

8.    Other Terms Unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.

9.    No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

10.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

11.    Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

LENDER:
ILIAD RESEARCH AND TRADING, L.P.
By: Iliad Management, LLC, its General Partner
	By: Fife Trading, Inc., its Manager
	By:	/s/ John M. Fife
		John M. Fife, President

BORROWER:

MYOMO, INC.

By: /s/ David A. Henry

Printed Name: David A. Henry

Title: Chief Financial Officer

[Signature Page to Amendment to Promissory Note]

EX-99.1

Exhibit 99.1

Myomo Reports 2020 First Quarter Financial Results

21% Year-Over-Year Revenue Growth; 51% Sequential Increase in Authorization Backlog

Conference call begins at 4:30 p.m. Eastern time today

CAMBRIDGE, Mass. (May 14, 2020) – Myomo, Inc. (NYSE American: MYO) (“Myomo” or the “Company”), a wearable medical robotics company that offers increased functionality for those suffering from neurological disorders and upper-limb paralysis, today announced financial results for the first quarter ended March 31, 2020.

Financial and operational highlights include the following (all comparisons are with the first quarter of 2019 unless otherwise noted):

• Revenue was $1.0 million, up 21% compared with $0.8 million.

• Revenue from direct billing was a record 62% of total revenue, compared with 26% of total revenue.

• Gross margin increased 300 basis points to 68.4% from 65.4%.

• The reimbursement pipeline contained more than 700 MyoPro units as of March 31, 2020, compared with 594 units as of December 31, 2019.

• 72% of the MyoPro pipeline now represents direct billing units and more than 90% of the new candidates entering the pipeline during the first quarter are to be directly billed to insurance payers.

• Backlog, which represents insurance authorizations received but not yet converted to revenue, was 80 units as of March 31, 2020, a 51% increase compared with 53 units as of December 31, 2019; approximately 30% of the December 31, 2019 backlog was converted into revenue in the first quarter.

Management Commentary

“I’m pleased we were able to deliver solid topline financial results and a growing backlog in this challenging environment, where MyoPro fittings have been delayed by efforts to contain the coronavirus,” said Paul R. Gudonis, Myomo’s chairman and chief executive officer. “Our focus during the second quarter is to continue to grow our pipeline and authorizations backlog via telehealth and social media marketing, while reducing our spending as we wait for public health and travel restrictions to be eased so that we can resume fitting and delivering our MyoPro product to the growing number of patients in the queue.”

Financial Results

	For the Three Months Ended March 31,						Period-to-Period Change
	2020			2019			$		%
Revenue	$	1,008,145		$	830,066		$	178,079		21	%
Cost of revenue		318,651			286,802			31,849		11	%
Gross profit	$	689,494		$	543,264		$	146,230		27	%
Gross margin		68	%		65	%				3	%

Revenue for the first quarter of 2020 was $1.0 million, an increase of 21% compared with the first quarter of 2019. Revenue growth was achieved through a higher average selling price, reflecting a record amount of direct billing revenues, partially offset by a slightly lower number of revenue units in the first quarter of 2020, compared with the same period a year ago.

Gross margin for the first quarter of 2020 was 68%, compared with 65% for first quarter of 2019. The increase primarily reflects a higher average selling price.

Operating expenses for the first quarter of 2020 were $4.1 million, an increase of 27% over the first quarter of 2019.    The increase primarily reflects higher compensation costs associated with the addition of sales, customer service and reimbursement personnel, as well as higher marketing expenses and professional service expenses.

Operating loss for the first quarter of 2020 increased to $3.4 million from $2.7 million in the first quarter of 2019. Net loss for the first quarter of 2020 was $3.8 million, compared with a net loss of $2.6 million, for the same period of 2019. Net loss in the first quarter of 2020 includes a charge of $0.2 million related to the partial extinguishment of the Company’s term loan.

Adjusted EBITDA¹ for the first quarter of 2020 was a negative $3.3 million, compared with a negative $2.5 million for the first quarter of 2019. A reconciliation of GAAP net loss to this non-GAAP financial measure appears below.

Financial Outlook

“As a result of public health mandates and travel restrictions that are temporarily constraining our revenues, we expect second quarter revenue to be substantially below first quarter revenue,” said Mr. Gudonis. “We have taken actions to reduce payroll and other costs by over $500,000 in the second quarter in order to minimize the cash burn, which nonetheless is expected to be higher in the quarter due to expected usage of cash for working capital. We are hopeful that operations will return to a more normal pace in the coming weeks. Until then, we continue to have success in building our authorization backlog, which currently stands at a record 100 MyoPro units that we intend to deliver and convert into revenue as rapidly as possible once conditions allow.”

Liquidity

Cash and cash equivalents as of March 31, 2020 were $13.7 million. Cash burn was $2.4 million for the first quarter. The Company believes it has sufficient cash to meet its operating requirements for at least the next 12 months. However, if public health and travel restrictions continue into the third quarter of 2020, the Company may require additional capital to fund its operations beyond the second quarter of 2021.

Conference Call and Webcast Information

Myomo will hold a conference call today at 4:30 p.m. ET. To access the conference call, please dial 1-844-707-6932 (U.S.) or 1-412-317-9250 (International). A webcast of the call can also be accessed at Myomo’s Investor Relations page at http://ir.myomo.com/.

A replay of the webcast will be available beginning approximately one hour after the completion of the live conference call at http://ir.myomo.com/. A dial-in replay of the call will be available until May 28, 2020; please dial 1-877-344-7529 (U.S.) or 1-412-317-0088 (International) and provide the passcode #10143817.

¹  Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization adjusted for stock-based compensation expense, the impact of the fair value revaluation of derivative liabilities and loss on extinguishment of debt.

Non-GAAP Financial Measures

Myomo has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. This information includes Adjusted EBITDA. This non-GAAP financial measure is not in accordance with, or an alternative for, GAAP and may be different from similar non-GAAP financial measures used by other companies. Myomo believes that the use of this non-GAAP financial measure provides supplementary information for investors to use in evaluating operating performance and in comparing Myomo’s financial measures with other companies in its industry, many of which present similar non-GAAP financial measures. Adjusted EBITDA is EBITDA adjusted for stock-based compensation expense, the impact of the fair value revaluation of derivative liabilities and loss of extinguishment of debt. This non-GAAP financial measure is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP, and should be viewed in conjunction with GAAP financial measures. Investors are encouraged to review the reconciliation of this non-GAAP measure to its most directly comparable GAAP financial measure. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables included as part of this press release.

About Myomo

Myomo, Inc. is a wearable medical robotics company that offers improved arm and hand function for those suffering from neurological disorders and upper-limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper-limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of certain patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. It is currently the only marketed device that, sensing a patient’s own EMG signals through non-invasive sensors on the arm, can restore an individual’s ability to perform activities of daily living, including feeding themselves, carrying objects and doing household tasks. Many are able to return to work, live independently and reduce their cost of care. Myomo is headquartered in Cambridge, Massachusetts, with sales and clinical professionals across the U.S. and representatives internationally. For more information, please visit www.myomo.com.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s future business expectations, including the impact of COVID-19 on the Company’s revenues in the second quarter of 2020 and beyond, its current authorization backlog and its cash runway, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors.

These factors include, among other things:

• the direct and indirect impact of the novel coronavirus (COVID-19) on our business and operations, including fabrication and delivery, sales, patient consultations, supply chain, manufacturing, insurance reimbursements and employees;

• our ability to resume normal operations and resume interactions with patients in order to cast, deliver and fit our custom-fabricated device, which is impacting our ability to generate revenues;

• our sales and commercialization efforts;

• our ability to achieve reimbursement from third-party payers for our products;

• our dependence upon external sources for the financing of our operations, to the extent that we do not achieve or maintain cash flow breakeven;

• our ability to effectively execute our business plan and scale up our operations;

• our expectations as to our development programs, and;

• general market, economic, environmental and social factors that may affect the evaluation, fitting, delivery and sale of our products to patients.

More information about these and other factors that potentially could affect our financial results is included in Myomo’s filings with the Securities and Exchange Commission, including those contained in the risk factors section of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Although the forward-looking statements in this release of financial information are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Contacts:

For Myomo:

ir@myomo.com

Investor Relations:

Kim Sutton Golodetz

LHA Investor Relations

kgolodetz@lhai.com

212-838-3777

Public Relations:

Kate McCann

Matter Communications

myomo@matternow.com

(tables to follow)

MYOMO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	For the Three Months Ended March 31,
	2020			2019
Revenue	$	1,008,145		$	830,066
Cost of revenue		318,651			286,802
Gross profit		689,494			543,264
Operating expenses:
Research and development		506,953			446,348
Selling, general and administrative		3,604,968			2,779,711
		4,111,921			3,226,059
Loss from operations		(3,422,427	)		(2,682,795	)
Other expense (income)
Change in fair value of derivative liabilities		(82,101	)		(41,970	)
Interest (income) expense and other expense, net		135,209			(42,765	)
Non-cash interest expense, debt discount		166,643			—
Loss on extinguishment of debt		159,202			—
		378,953			(84,735	)
Loss before income taxes		(3,801,380	)		(2,598,060	)
Income tax expense		613			—
Net loss	$	(3,801,993	)	$	(2,598,060	)
Deemed dividend on repricing of warrants (Revised)		670,632			797,637
Net loss attributable to common stockholders	$	(4,472,625	)	$	(3,395,697	)
Weighted average number of common shares outstanding:
Basic and diluted		1,778,708			498,050
Net loss per share attributable to common stockholders (1)
Basic and diluted	$	(2.51	)	$	(6.82	)

(1) Share and per share amounts have been restated to give effect to the Company’s 1-for-30 reverse stock split effected January 30, 2020

MYOMO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2020			December 31, 2019
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	13,726,482		$	4,465,455
Accounts receivable, net		299,287			424,287
Inventories, net		602,881			439,533
Prepaid expenses and other current assets		937,218			820,206
Total Current Assets		15,565,868			6,149,481
Restricted cash		75,000			75,000
Deferred offering costs		131,976			219,240
Equipment, net		139,205			154,972
Total Assets	$	15,912,049		$	6,598,693
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt, net of discount of $298,542 and $676,703 at March 31 2020 and December 31, 2019, respectively	$	1,427,393		$	1,763,887
Accounts payable and accrued expenses		2,628,328			1,738,450
Derivative liabilities		40,605			378,239
Deferred revenue		4,131			2,913
Customer advance payments		27,340			40
Total Current Liabilities		4,127,797			3,883,529
Long-term debt, net of discount of $36,169 at December 31, 2019		—			888,961
Deferred revenue		1,495			1,495
Total Liabilities		4,129,292			4,773,985
Commitments and Contingencies
Stockholders’ Equity:
Common stock		281			57
Additional paid-in capital		71,716,915			57,957,097
Accumulated deficit		(59,927,975	)		(56,125,982	)
Treasury stock, at cost		(6,464	)		(6,464	)
Total Stockholders’ Equity		11,782,757			1,824,708
Total Liabilities and Stockholders’ Equity	$	15,912,049		$	6,598,693

MYOMO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

Three Months Ended March 31,	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,801,993	)	$	(2,598,060	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation		26,388			21,627
Stock-based compensation		123,209			207,605
Bad debt expense		24,000			16,275
Non-cash interest expense, debt discount		166,643			—
Amortization of original issue discount		67,132			—
Loss on extinguishment of debt		159,202			—
Change in fair value of derivative liabilities		(82,101	)		(41,970	)
Loss on disposal of asset		—			320
Other non-cash charges		(3,159	)		—
Changes in operating assets and liabilities:
Accounts receivable		101,000			(33,912	)
Inventories		(169,826	)		(131,871	)
Prepaid expenses and other current assets		(117,016	)		(128,256	)
Other assets		57,987			—
Accounts payable and accrued expenses		974,991			(432,998	)
Deferred revenue		1,218			23,850
Customer advance payments		27,300			(22,492	)
Net cash used in operating activities		(2,445,025	)		(3,119,882	)
CASH FLOWS FROM INVESTING ACTIVITIES		(7,878	)		(5,404	)
CASH FLOWS FROM FINANCING ACTIVITIES		11,713,953			5,818,051
Effect of foreign exchange rate changes on cash		(23	)		—
Net increase in cash, cash equivalents and restricted cash		9,261,027			2,692,765
Cash, cash equivalents and restricted cash, beginning of period		4,540,455			6,615,794
Cash, cash equivalents and restricted cash, end of period	$	13,801,482		$	9,308,559

MYOMO, INC.

RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA

(unaudited)

	For the Three Months Ended March 31,
	2020			2019
GAAP net loss	$	(3,801,993	)	$	(2,598,060	)
Adjustments to reconcile to Adjusted EBITDA:
Interest (income) expense and other expense, net		135,209			(42,765	)
Non-cash interest expense, debt discount		166,643			—
Loss on extinguishment of debt		159,202			—
Depreciation expense		26,388			21,627
Stock-based compensation		123,209			207,605
Change in fair value of derivative liabilities		(82,101	)		(41,970	)
Income tax expense		613			—
Adjusted EBITDA	$	(3,272,830	)	$	(2,453,563	)

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