Securities Registration: Employee Benefit Plan (s-8)
28 Juin 2023 - 10:07PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on June 28, 2023
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)
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Delaware |
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47-0944526 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
137 Portland St., 4th Floor
Boston, Massachusetts 02114
(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.
137 Portland
St., 4th Floor
Boston, Massachusetts 02114
(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):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☐ |
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. ☐
EXPLANATORY NOTE
On April 6, 2023, the Board of Directors of Myomo, Inc. (the Company) approved Second Amendment (the Second Amendment) to the
Myomo, Inc. 2018 Stock Option and Incentive Plan, as amended (the 2018 Plan and as amended by the Second Amendment, the Amended 2018 Plan), subject to stockholder approval at the Companys 2023 Annual Meeting of
Stockholders, to increase the number of shares reserved for issuance by 1,100,000 shares of common stock, par value $0.0001 per share of the Company (the Common Stock) under the Amended 2018 Plan (inclusive of the annual evergreen
increase on each of January 1, 2019 through January 1, 2023, under the 2018 Plan) (the Plan Increase). On June 7, 2023, the Plan Increase was approved by the Companys stockholders at the 2023 Annual Meeting of
Stockholders.
The Company is filing this Registration Statement on Form S-8 to register an additional 1,255,266
shares of Common Stock, consisting of (i) 1,100,000 shares pursuant to the Plan Increase and (ii) 155,266 unallocated shares under the 2018 Plan, which were added to the shares authorized for issuance under the 2018 Plan pursuant its evergreen
provisions and/or as a result of awards under the Companys equity incentive plans that were forfeited, canceled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the
Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than by exercise). Such additional shares are of the same class as other securities relating to the 2018 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
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Exhibit No. |
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Description |
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4.1 |
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Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 2.3 contained
in the Registrants Form 1-A filed on January 6, 2017). |
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4.2 |
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Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 2.4 contained in the Registrants Form
1-A filed on January 6, 2017). |
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4.3 |
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Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation, as amended, of Myomo, Inc., filed with the Secretary
of the State of Delaware on January 30, 2020 (incorporated by reference to Exhibit 3.1 contained in the Registrants Form 8-K filed on January 30, 2020). |
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5.1* |
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Opinion of Goodwin Procter LLP. |
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23.1* |
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Consent of Marcum LLP, independent registered public accounting firm. |
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23.2 |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (see page II-1 of this Registration Statement on Form S-8). |
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99.1 |
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Myomo, Inc. 2018 Stock Option and Incentive Plan and form of award agreements (incorporated by reference to Appendix A contained
in the Registrants Definitive Proxy Statement filed on April 26, 2018). |
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99.2 |
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Amendment No.
1 to the Myomo, Inc. 2018 Stock Option and Incentive Plan (incorporated by reference to Exhibit A contained in the Registrants Definitive Proxy Statement filed on April 28, 2020) |
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99.3* |
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Amendment No. 2 to the Myomo, Inc. 2018 Stock Option and Incentive Plan. |
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107* |
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Filing Fee Table. |
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 28th day of June, 2023.
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MYOMO, INC. |
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By: |
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/s/ Paul R. Gudonis |
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Paul R. Gudonis |
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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.
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Signature |
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Title |
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Date |
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/s/ Paul R. Gudonis
Paul R. Gudonis |
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Chairman, Chief Executive Officer and President
(Principal Executive Officer) |
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June 28, 2023 |
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/s/ David Henry
David Henry |
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Chief Financial Officer
(Principal Accounting and Financial Officer) |
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June 28, 2023 |
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/s/ Thomas A. Crowley, Jr.
Thomas A. Crowley, Jr. |
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Director |
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June 28, 2023 |
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/s/ Thomas F. Kirk
Thomas F. Kirk |
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Director |
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June 28, 2023 |
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/s/ Amy Knapp
Amy Knapp |
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Director |
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June 28, 2023 |
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/s/ Milton M. Morris
Milton M. Morris |
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Director |
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June 28, 2023 |
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/s/ Yitzchak Jacobovitz
Yitzchak Jacobovitz |
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Director |
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June 28, 2023 |
Myomo (AMEX:MYO)
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