As filed with the U.S. Securities and Exchange Commission on June 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MYOMO, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 47-0944526 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification Number) |
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
(617) 996-9058
(Address of Registrants Principal Executive Offices)
Myomo, Inc. 2018 Stock Option and Incentive Plan
(Full title of the plan)
Paul R. Gudonis
President and Chief Executive Officer
Myomo, Inc.
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
(617) 996-9058
(Name, address 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
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. (Check one):
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share(2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share |
350,000 shares(3) | $3.585 | $1,254,750 | $162.87 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of common stock which become issuable under the Registrants 2018 Stock Option and Incentive Plan (the Plan) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of common stock. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrants common stock, as quoted on the Nasdaq Global Market, on June 11, 2020. |
(3) | Represents an increase of 350,000 shares of Common Stock to the number of shares available for issuance under the Plan. Shares available for issuance under the Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on March 19, 2020 (Registration No. 333-237288), March 14, 2019 (Registration No. 333-230272) and June 28, 2018 (Registration No. 333- 225952). |
EXPLANATORY NOTE
On March 18, 2020, the Board of Directors of Myomo, Inc. (the Company) approved Amendment No. 1 (the Plan Amendment) to the Myomo, Inc. 2018 Stock Option and Incentive Plan (the 2018 Plan and as amended, the Amended 2018 Plan), subject to stockholder approval at the Companys Annual Meeting of Stockholders, to increase the number of shares reserved for issuance by 350,000 shares of common stock, par value $0.0001 per share of the Company (the Common Stock), to an aggregate of 413,216 shares of Common Stock under the Amended 2018 Plan (inclusive of the annual evergreen increase on each of January 1, 2019 and January 1, 2020, under the 2018 Plan) (the Plan Increase). On June 9, 2020, the Plan Increase was approved by the Companys stockholders at the 2020 Annual Meeting of Stockholders.
The Company is filing this Registration Statement on Form S-8 to register an additional 350,000 shares of Common Stock authorized under the Plan. The additional shares are of the same class as other securities relating to the Plan for which the Companys registration statement filed on Form S-8 (Registration No. 333-225952) on June 28, 2018, is effective. The information contained in the Companys registration statement on Form S-8 (Registration No. 333-225952) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, Commonwealth of Massachusetts, on the 12th day of June, 2020.
MYOMO, INC. | ||
By: |
/s/ Paul R. Gudonis | |
Paul R. Gudonis | ||
Chairman, Chief Executive Officer and President |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul R. Gudonis and David Henry, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him and in his name, place and stead, in any and all capacities, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 of Myomo, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Paul R. Gudonis Paul R. Gudonis |
Chairman, Chief Executive Officer and President (Principal Executive Officer) |
June 12, 2020 | ||
/s/ David Henry David Henry |
Chief Financial Officer (Principal Accounting and Financial Officer) |
June 12, 2020 | ||
/s/ Thomas A. Crowley, Jr. Thomas A. Crowley, Jr. |
Director | June 12, 2020 | ||
/s/ Thomas F. Kirk Thomas F. Kirk |
Director | June 12, 2020 | ||
/s/ Amy Knapp Amy Knapp |
Director | June 12, 2020 |
Exhibit 5.1
Goodwin Procter LLP 100 Northern Avenue | ||
Boston, MA 02210 goodwinlaw.com | ||
+1 617 570 1000 |
June 12, 2020
Myomo, Inc.
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
Re: | Securities Being Registered under Registration Statement on Form S-8 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof relating to an aggregate of 350,000 shares (the Shares) of Common Stock, $0.001 par value per share (Common Stock), of Myomo, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 2018 Stock Option and Incentive Plan (the Plan).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/S/ GOODWIN PROCTER LLP |
GOODWIN PROCTER LLP |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSENT
We consent to the incorporation by reference in this Registration Statement of Myomo, Inc. on Form S-8 of our report dated March 13, 2020, with respect to our audits of the financial statements of Myomo, Inc. as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018 appearing in the Annual Report on Form 10-K of Myomo, Inc. for the year ended December 31, 2019.
/s/ Marcum LLP
Marcum LLP
New York, NY
June 12, 2020
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