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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s 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 Company’s 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 Company’s 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 Company’s registration statement filed on Form S-8 (Registration No. 333-225952) on June  28, 2018, is effective. The information contained in the Company’s 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.

 

Exhibit No.

  

Description

  4.1

   Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 2.3 contained in the Registrant’s Form 1-A filed on January 6, 2017).

  4.2

   Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 2.4 contained in the Registrant’s Form 1-A filed on January 6, 2017).

  4.3

   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 Registrant’s Form 8-K filed on January 30, 2020).

  5.1*

   Opinion of Goodwin Procter LLP.

23.1*

   Consent of Marcum LLP, independent registered public accounting firm.

23.2

   Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1

   Power of Attorney (see page II-1 of this Registration Statement on Form S-8).

99.1

   Myomo, Inc. 2018 Stock Option and Incentive Plan and form of award agreements (incorporated by reference to Appendix A contained in the Registrant’s Definitive Proxy Statement filed on April 26, 2018).

99.2

   Amendment No.  1 to the Myomo, Inc. 2018 Stock Option and Incentive Plan (incorporated by reference to Exhibit A contained in the Registrant’s Definitive Proxy Statement filed on April 28, 2020)

 

*

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
EX-5.1

Exhibit 5.1

 

LOGO

 

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 Company’s 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
EX-23.1

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S 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