UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 21, 2023, Motus GI Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) proposal for the election of directors; (2) proposal for the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023; (3) proposal for an amendment to the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, at a specific ratio, ranging from two-for-one (2:1) to twenty-for-one (20:1), at any time prior to the one year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Company’s Board of Directors (the “Board”); and (4) proposal for an amendment to the Company’s 2016 Equity Incentive Plan (the “2016 Plan”) to increase the number of shares of common stock available for issuance under the 2016 Plan by 318,232 shares. All of the above proposals were approved at the Annual Meeting.
1. The votes cast with respect to the proposal to elect five directors to the Board to hold office for the following year until their successors are elected were as follows:
| Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Timothy P. Moran | 1,223,379 | 93,519 | 1,593,341 | |||||||||
| Mark Pomeranz | 1,249,536 | 67,362 | 1,593,341 | |||||||||
| Scott Durbin | 658,715 | 200,082 | 1,593,341 | |||||||||
| Gary J. Pruden | 1,024,710 | 292,188 | 1,593,341 | |||||||||
| Sonja Nelson | 1,142,604 | 174,294 | 1,593,341 | |||||||||
2. The votes cast with respect to the proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 2,767,472 | 93,644 | 49,123 | N/A | |||||||||
3. The votes cast with respect to the proposal to approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, at a specific ratio, ranging from two-for-one (2:1) to twenty-for-one (20:1), at any time prior to the one year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 2,429,908 | 453,374 | 26,957 | N/A | |||||||||
4. The votes cast with respect to the proposal for an amendment to the 2016 Plan to increase the number of shares of common stock available for issuance under the 2016 Plan by 318,232 shares were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 852,597 | 450,084 | 14,217 | 1,593,341 | |||||||||||
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.
| MOTUS GI HOLDINGS, INC. | ||
| Dated: September 21, 2023 | By: | /s/ Mark Pomeranz |
| Name: | Mark Pomeranz | |
| Title: | Chief Executive Officer | |
Cover |
Sep. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 21, 2023 |
| Entity File Number | 001-38389 |
| Entity Registrant Name | MOTUS GI HOLDINGS, INC. |
| Entity Central Index Key | 0001686850 |
| Entity Tax Identification Number | 81-4042793 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1301 East Broward Boulevard |
| Entity Address, Address Line Two | 3rd Floor |
| Entity Address, City or Town | Ft. Lauderdale |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33301 |
| City Area Code | (954) |
| Local Phone Number | 541-8000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | MOTS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | true |
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