Item 1.01. Entry into a Material Definitive Agreement.
On February 8, 2019, Myomo, Inc., a Delaware corporation (“we” or the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with National Securities Corporation (the “Underwriter”), related to a public offering (the “Offering”) of 3,950,000 shares of the Company’s common stock, $0.0001 par value per share (the
“Common Stock”), at a public offering price of $1.40 per share (the “Offering Price”). Pursuant to the terms of the Underwriting Agreement, the Underwriter was granted a
45-day
option to
purchase up to an additional 592,500 shares of Common Stock at the Offering Price (the “Underwriter Option”). The gross proceeds to the Company, before deducting the underwriting discount and estimated expenses associated with the
Offering, are expected to be approximately $5.5 million. The closing of the Offering is expected to occur on or about February 12, 2019, subject to the satisfaction of customary closing conditions.
The Common Stock is being offered and sold pursuant to a prospectus dated July 16, 2018 and a preliminary prospectus supplement dated February 7,
2019, in connection with a takedown from the Company’s shelf registration statement on
Form S-3
(Registration No. 333-226045) (as amended, the “Registration Statement”), which the U.S.
Securities and Exchange Commission declared effective on July 16, 2018. A final prospectus supplement will be filed with the U.S. Securities and Exchange Commission. The Underwriting Agreement contains customary representations, warranties,
covenants, conditions to closing, indemnification and other obligations of the parties and termination provisions.
The Underwriting Agreement has been
filed with this Current Report on
Form 8-K
to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
The Company has also agreed to issue to the underwriter a warrant (the “Underwriter
Warrant”) to purchase a number of shares of Common Stock equal to an aggregate of 8.0% of the shares of Common Stock sold in this Offering. The Underwriter Warrant will have an exercise price per share equal to 125% of the public offering price
per share of Common Stock in this offering and may be exercised on a cashless basis in certain circumstances specified in the Underwriter Warrant. The Underwriter Warrant is exercisable six months from the date of issuance and will expire four years
from the date of issuance. The Underwriter Warrant provides for adjustment in the number and price of such Underwriter Warrant (and the shares of Common Stock underlying such Underwriter Warrant) in the event of a recapitalization, merger or other
fundamental transaction.
A copy of the legal opinion of Goodwin Procter LLP, relating to the validity of the shares issued in the Offering, is filed as
Exhibit 5.1 to this Current Report on
Form 8-K
and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Copies of the Underwriting Agreement and the form of Underwriter Warrant to be issued in connection with the Offering are filed herewith as Exhibits 1.1 and
4.1, respectively, and are incorporated herein by reference. The foregoing description of the Offering by the Company and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such
Exhibits.