Securities Registration: Employee Benefit Plan (s-8)
March 14 2019 - 4:20PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on March 14, 2019
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
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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One Broadway, 14
th
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, 14
th
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):
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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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☒
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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497,975 shares(3)
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$1.325
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$659,817
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$79.97
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(1)
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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.
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(2)
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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 March 11, 2019.
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(3)
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Represents an automatic increase of 497,975 shares of Common Stock to the number of shares available for
issuance under the Plan, effective January 1, 2019. 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 June 28, 2018 (Registration
No. 333-225952).
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
registers 497,975 additional shares of Common Stock under the
Registrants 2018 Stock Option and Incentive Plan (the Plan). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in
2019, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in
the Plan). Accordingly, on January 1, 2019, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 497,975. The additional shares are of the same class as other securities relating to the Plan for
which the Registrants registration statement filed on
Form S-8
(Registration
No. 333-225952)
on June 28, 2018, is effective. The information
contained in the Registrants 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
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 14
th
day of March, 2019.
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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
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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 Ralph A.
Goldwasser, 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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March 14, 2019
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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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March 14, 2019
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/s/ Thomas A. Crowley, Jr.
Thomas A. Crowley, Jr.
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Director
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March 14, 2019
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/s/ Thomas F. Kirk
Thomas F. Kirk
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Director
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March 14, 2019
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/s/ Amy Knapp
Amy Knapp
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Director
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March 14, 2019
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/s/ Steve Sanghi
Steve Sanghi
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Director
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March 14, 2019
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