As filed with the Securities and Exchange Commission on March 16, 2021June 1, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MotusMOTUS GI Holdings, Inc.HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 81-4042793 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1301 East Broward Boulevard, 3rd Floor
Ft. Lauderdale, FL 33301
Telephone: (954) 541-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Timothy P. Moran
Mark Pomeranz
Chief Executive Officer
Motus GI Holdings, Inc.
1301 East Broward Boulevard, 3rd 3rd Floor
Ft. Lauderdale, FL 33301
Telephone: (954) 541-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to the agent for service, to:
Steven M. Skolnick, Esq.
Michael J. Lerner, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Telephone: (212) 262-6700
Approximate date of commencement of proposed sale to the publicpublic:: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
| Large accelerated | ☐ | Accelerated | ☐ |
| Non-accelerated | ☒ | Smaller reporting | ☒ |
| Emerging growth | ☒ |
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 provided pursuant to Section 7(a)(2)(B) of the Securities ActAct. ☒
CALCULATIONTHE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION FEE
| Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
| Common Stock, par value $0.0001 per share | 6,000,000 | (1) | $ | 1.44 | (2) | $ | 8,640,000 | (2) | $ | 943.00 | ||||||
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission acting pursuant to said SectionSTATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), may determine.MAY DETERMINE.
The information in this prospectus is not complete and may be changed. AThe selling stockholders named in this prospectus may not sell these securities until the registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statementCommission is effective. This prospectus is not an offer to sell these securities and doesthe selling stockholders named in this prospectus are not solicitsoliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.
Subject to completion, preliminary prospectus dated March 16, 2021SUBJECT TO COMPLETION, DATED JUNE 1, 2023
6,000,000 Shares of Common Stock
Issuable upon Exercise of Outstanding Warrants
ThisMotus GI Holdings, Inc.
8,491,125 Shares
Common Stock
The selling stockholders named in this prospectus relatesmay use this prospectus to the resaleoffer and resell from time to time by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,” of up to 6,000,0008,491,125 shares of our common stock, par value $0.0001 per share (the “Warrant Shares”(“Common Stock”), it may acquirewhich are comprised of (i) 525,000 shares (the “Shares”) of our Common Stock issued in a private placement on May 19, 2023 (the “Private Placement”), pursuant to a certain Securities Purchase Agreement by and between us and a certain institutional and accredited investor (the “Purchaser”), dated as of May 17, 2023 (the “Securities Purchase Agreement”), (ii) 3,617,012 shares of Common Stock (the “Pre-Funded Warrant Shares”) issuable upon the exercise of outstandingthe pre-funded warrants (the “Pre-Funded Warrants”) issued in the Private Placement, pursuant to the Securities Purchase Agreement, (iii) 4,142,012 shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Purchaser Warrant Shares”) issuable upon the exercise of the common warrants (the “Common Warrants”) issued in the Private Placement, pursuant to the Securities Purchase Agreement, and (iv) 207,101 shares of Common Stock (the “Placement Agent Warrant Shares”) issuable upon the exercise of the placement agent warrants (the “Placement Agent Warrants” and, together with the Pre-Funded Warrants and the Common Warrants, the “Warrants”) we issued to certain selling stockholders as the designees of H.C. Wainwright & Co., LLC (“Wainwright”) on May 19, 2023, as part of Wainwright’s compensation for serving as our exclusive placement agent in connection with the Private Placement.
We refer to the Common Warrants, the Pre-Funded Warrants and the Placement Agent Warrants collectively as the “Warrants.”
The Shares, Pre-Funded Warrants and Common Warrants were issued to the Purchaser in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D (Rule 506) thereunder. The Purchaser represented that it was an “accredited investor” (as defined by Rule 501 under the Securities Act). We are registering the offer and resale of the Shares, Pre-Funded Warrant Shares and the Common Warrant Shares to satisfy a provision in a certain registration rights agreement, dated May 17, 2023 (the “Registration Rights Agreement”), pursuant to which we referagreed to asregister the “Warrants”. resale of the Shares, the Pre-Funded Warrant Shares and the Common Warrant Shares.
In addition, the Placement Agent Warrants were issued to Wainwright’s designees in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act and Regulation D thereunder.
We issuedwill not receive any of the proceeds from the sale of our Common Stock by the selling stockholders. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
Any shares of Common Stock subject to resale hereunder will have been issued by us and acquired by the selling stockholderstockholders prior to any resale of such shares pursuant to that certain Warrant Exercise Agreement (the “Exercise Agreement”), dated as of January 27, 2021, between the Company and the selling stockholder.this prospectus.
The selling stockholderstockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may offer or resell the shares from time to time sell, transferthrough public or otherwise dispose of any or all of their shares of common stock or interests in their shares of common stock on any stock exchange, market or trading facility on which the shares of common stock are traded or in private transactions. These dispositions may be at fixed prices,transactions at prevailing market prices, at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at privately negotiated prices. See “PlanThe selling stockholders will bear all commissions and discounts, if any, attributable to the sale of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale orshares of Common Stock offered hereby, and all selling and other disposition of the common stockexpenses incurred by the selling stockholder. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use of Proceeds” beginning on page 4 and “Plan of Distribution” beginning on page 6 of this prospectus for more information.
No underwriter or other person has been engaged to facilitate the sale of the Warrant Shares in this offering. The Selling Stockholders may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act, of the Warrant Shares that they are offering pursuant to this prospectus.stockholders. We will bear all costs, expenses and fees in connection with the registration of the Warrant Shares. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its salesshares of Common Stock offered hereby. For additional information on the Warrant Shares.methods of sale that may be used by the selling stockholders, see “Plan of Distribution” beginning on page 7 of this prospectus.
Our common stockCommon Stock is listed on the Nasdaq Capital Market under the symbol “MOTS.” On March 15, 2021,May 26, 2023, the last reported sale price of our common stockCommon Stock as reported on the Nasdaq Capital Market was $1.60$0.73 per share.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.
You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.
An investmentInvesting in our securities involves a high degree of risk. Before deciding whether to investThese risks are discussed in our securities, you should consider carefully the risksthis prospectus under “Risk Factors” beginning on page 3 and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed withdocuments incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission on March 16, 2021 and other filings we make with the Securities and Exchange Commission from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.
Neither the Securities and Exchange Commission(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectusprospectus is , 20212023
TABLE OF CONTENTS
Motus GI Holdings, Inc., and its consolidated subsidiaries are referred to herein as “Motus,” “the Company,” “we,” “us” and “our,” unless the context indicates otherwise.
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration process. The selling stockholders named in this prospectus may resell, from time to time, in one or more offerings, the shares of Common Stock offered by this prospectus. Information about the selling stockholders may change over time. When the selling stockholders sells shares of Common Stock under this prospectus, we will, if necessary and required by law, provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add to, update, modify or replace information contained in this prospectus. If a prospectus supplement is provided and the documentsdescription of the offering in the prospectus supplement varies from the information in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read this prospectus and the accompanying prospectus supplement, if any, along with all of the information incorporated by reference herein contain, and our officers and representatives may from time to time make, “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “goal,” “seek,” “project,” “strategy,” “likely,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements are neither historical facts, nor should they be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:therein, before making an investment decision.
You should rely only on the information contained or incorporated by reference in this prospectus.prospectus or any applicable prospectus supplement. We have not, and the selling stockholders have not, authorized any other person to provide you with different or additional information. If anyone provides you with different or inconsistentadditional information, you should not rely uponon it.
These forward-looking statements, which This prospectus is not an offer to sell, nor are subjectthe selling stockholders seeking an offer to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trendsbuy, the shares offered by this prospectus in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performanceany jurisdiction where the offer or achievements to differ materially from the results, level of activity, performancesale is not permitted. No offers or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission on March 16, 2021 and other filings we make with the Securities and Exchange Commission from time to time.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completenesssales of any of these forward-looking statements. Wethe shares of Common Stock are under no duty to updatebe made in any jurisdiction in which such an offer or sale is not permitted. You should assume that the information contained in this prospectus or in any applicable prospectus supplement is accurate only as of these forward-looking statements afterthe date on the front cover thereof or the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any applicable prospectus supplement or any sales of the shares of Common Stock offered hereby or thereby.
You should read the entire prospectus and any prospectus supplement and any related issuer free writing prospectus, as well as the documents incorporated by reference into this prospectus or any prospectus supplement or any related issuer free writing prospectus, before making an investment decision. Neither the delivery of this prospectus or any prospectus supplement or any issuer free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or issuer free writing prospectus is correct as of any date subsequent to conform our prior statements to actualthe date hereof or of such prospectus supplement or issuer free writing prospectus, as applicable. You should assume that the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results or revised expectations.of operations and prospects may have changed since that date.
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The followingThis summary highlights someprovides an overview of selected information fromcontained elsewhere or incorporated by reference in this prospectus. It is not completeprospectus and does not contain all of the information that you should consider before making an investment decision.investing in our securities. You should carefully read the prospectus, the information incorporated by reference and the registration statement of which this entire prospectus is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors” section on page 4in this prospectus and the disclosures to which that section refers you, thedocuments incorporated by reference and our financial statements and related notes and the other more detailed information appearing elsewhere orthat are incorporated by reference into this prospectus before investing in any of the securities described in this prospectus.
When As used herein,in this prospectus, unless the context requires otherwise references toindicates, the “Company,” “Holdings,”terms “we,” “our” and “us”“our,” “us,” or “the Company” refer to Motus GI Holdings, Inc., a Delaware corporation, collectively with our direct wholly-ownedand its subsidiaries Motus GI Medical Technologies, Ltd., an Israeli corporation, and Motus GI, LLC,taken as a Delaware limited liability company.whole.
All trademarks or trade names referred to in this prospectus and the information incorporated by reference herein are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
Overview
We have developed the Pure-Vu System, (the “Pure-Vu System”), a medical device that has received 510(k) clearance frombeen cleared by the U.S. Food and Drug Administration (the “FDA”). In June 2019, to help facilitate the 510(k) premarket notification for the second-generationcleansing of thea poorly prepared gastrointestinal tract during colonoscopy and to help facilitate upper gastrointestinal (“GI”) endoscopy procedures. The Pure-Vu System was reviewed and cleared by the FDA. The second-generation of our Pure-Vu System has receivedis also CE Mark approvalmarked in the European Economic Area.Area (EEA) for use in colonoscopy. The Pure-Vu System is indicated to help facilitate the cleaning of a poorly prepared colon during the colonoscopy procedure. The device integrates with standard and slim colonoscopes, as well as gastroscopes, to enable safeimprove visualization during colonoscopy and rapid cleansing during the procedureupper GI procedures while preserving established procedural workflow and techniquestechniques. Through irrigation and evacuation of debris, the Pure-Vu System is designed to provide better-quality exams. Challenges exist for inpatient colonoscopy and endoscopy, particularly for patients who are elderly, with comorbidities, or active bleeds, where the ability to visualize, diagnose and treat is often compromised due to debris, including fecal matter, blood, or blood clots. We believe this is especially true in high acuity patients, like GI bleeding where the existence of blood and blood clots can impair a physician’s view and removing them can be critical in allowing a physician the ability to identify and treat the source of bleeding on a timely basis. We believe use of the Pure-Vu System may lead to positive outcomes and lower costs for hospitals by irrigatingsafely and quickly improving visualization of the colon and evacuatingupper GI tract, potentially enabling effective diagnosis and treatment without delay. In multiple clinical studies to date, involving the irrigation fluid (water), fecestreatment of challenging inpatient and other bodily fluids and matter.outpatient cases, the Pure-Vu System has consistently helped achieve adequate bowel cleanliness rates greater than 95% following a reduced prep regimen. We also believe that the technology may be useful in the future as a tool to help reduce user dependency on conventional pre-procedural bowel prep regimens. Challenges with bowel preparation for inpatient colonoscopy represent a significant area of unmet need that directly affects clinical outcomes and increases the cost of care for a hospital in a market segment where most of the reimbursement is under a bundle payment based on a Medicare Severity Diagnostic Related Group (a “MS-DRG”). Based on our review and analysis of 2019 market data and 2021 projections for the U.S. and Europe, as obtained from iData Research Inc., we estimatebelieve that during 20212022 approximately 1.5 million inpatient colonoscopy procedures will bewere performed in the U.S. and approximately 4.8 million inpatient colonoscopy procedures will be performed worldwide. Upper GI bleeds occurred in the U.S. at a rate of approximately 400,000 cases per year in 2019, according to iData Research Inc. The Pure-Vu System has been assigned an ICD-10 code in the US. The system does not currently have a unique reimbursement codecodes with any private or governmental third-party payors in any country. We began commercializationother country or for any other use; however, we may pursue reimbursement activities in the fourth quarterfuture, particularly in the outpatient colonoscopy market. We received 510(k) clearance in February 2022 from the FDA for our Pure-Vu EVS System and have commenced commercialization of 2019, with the first commercial placements of our second generation Pure-Vu System as part of our initial U.S. market launch targeting early adopter hospitals. We do not expect to generate significant revenue from product sales until the COVID-19 pandemic has subsided and we expand our commercialization efforts for the Pure-Vu System, which is subject to significant uncertainty.this product.
Recent Developments
Warrant Exchange
On January 27, 2021, we entered into the Exercise Agreement with the investor party thereto (the “Investor”). Pursuant to the Exercise Agreement, in order to induce the Investor to exercise certain previously issued warrants (the “Old Warrants”) for cash, we agreed, subject to beneficial ownership limitations contained in the Old Warrants, to issue to the Investor Warrants to purchase 0.75 shares of common stock for each share of common stock issued upon such exercise of the remaining 8,000,000 outstanding Old Warrants, or an aggregate of 6,000,000 Warrants. The Warrants have an exercise price of $2.12, were immediately exercisable upon issuance and expire on January 27, 2026.
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Implications of Being an Emerging Growth Company
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years from the date of our initial public offering in February 2018, which would be at the end of the current fiscal year, ending December 31, 2023, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. We intend to take advantage of these reporting exemptions described above until we are no longer an “emerging growth company.” Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
Corporate Information
We are a Delaware corporation formed in September 2016 under the name Eight-Ten Merger Corp. In November 2016, we changed our name to Motus GI Holdings, Inc. We are the parent company of Motus GI Medical Technologies Ltd., an Israeli corporation, and Motus GI, LLC a Delaware limited liability company.
Our principal executive offices are located at 1301 East Broward Boulevard, 3rd Floor, Ft. Lauderdale, FL 33301. Our phone number is (954) 541-8000 and our web address is www.motusgi.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus. You should not rely on our website or any such information in making your decision whether to purchase our securities.
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The Offering
This prospectus relates to the resale or other disposition from time to time by the selling stockholder identified in this prospectus of up to 6,000,000 shares of our common stock issuable upon exercise of the Warrants. None of the shares registered hereby are being offered for sale by us.offering
| Common | Up to | |
All of the shares of Common Stock are being offered by the selling stockholders named herein. See “Selling Stockholders” on page 4 of this prospectus for more information on the selling stockholders. | ||
| Use of Proceeds | We will not receive any proceeds from the sale of the shares | |
Under the The selling stockholders do not have any registration rights in connection with the Placement Agent Warrants. See “Selling Stockholders” on | ||
See “Plan of Distribution” beginning on page 7 of this prospectus for additional information on the methods of sale that may be used by the selling stockholders. | ||
| Risk Factors | Investing in our | |
| Nasdaq Capital Market symbol | “MOTS” |
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An investment in our securities involves a high degree of risk.certain risks. Before deciding whether to investinvesting in our securities, you should carefully consider carefully the risks, uncertainties and uncertainties described inassumptions discussed under the section captionedheading “Risk Factors” containedincluded in our most recent Annual Report on Form 10-K, forand any updates in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with all of the fiscal year ended December 31, 2020 filed with the Securitiesother information appearing in this prospectus or incorporated by reference into this prospectus and Exchange Commission on March 16, 2021 and other filings we make with the Securities and Exchange Commissionwhich may be amended, supplemented or superseded from time to time whichby other reports we file with the SEC in the future. The risks so described are incorporated by reference herein in their entirety, together with other information in this prospectus andnot the information incorporated by reference herein. For a description of these reports and documents, and information about where you can find them, see “Additional Information” and “Incorporation of Certain Information By Reference.”only risks facing our company. Additional risks not presently known to us or that we presently consider to becurrently deem immaterial may also impair our business operations. Any of these risks could subsequently materially and adversely affect our and the information incorporated by reference herein. If any of these risks actually occurs, our business, financial condition, results of operations and cash flows and could result in a loss of all or cash flow could suffer materially.part of your investment. In such event,any case, the trading pricevalue of our common stockthe securities offered by means of this prospectus could decline due to any of these risks, and you mightmay lose all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information set forth in this prospectus or incorporated by reference herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate,” “strategy”, “future”, “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this prospectus and the documents incorporated by reference regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| ● | our limited operating history and need for additional capital and need for additional capital; | |
| ● | our ability to execute our strategic restructuring program aimed at capital preservation, reduction in cash expenditures and reduction of our workforce; | |
| ● | our ability to enter into and consummate strategic alternatives, including any acquisition, merger, reverse merger, other business combination, sale of assets, licensing and other strategic transactions; | |
| ● | our history of operating losses in each year since inception and expectation that we will continue to incur operating losses for the foreseeable future; | |
| ● | our current and future capital requirements to support our development and commercialization efforts for the Pure-Vu System and our ability to satisfy our capital needs; | |
| ● | our ability to remain compliant with the requirements of The Nasdaq Capital Market for continued listing; | |
| ● | our dependence on the Pure-Vu System, our sole product; | |
| ● | our ability to commercialize the Pure-Vu System; | |
| ● | our Pure-Vu System and the procedure to cleanse the colon in preparation for colonoscopy are not currently separately reimbursable through private or governmental third-party payors; | |
| ● | our ability to obtain approval or certification from regulatory agents or other competent entities in different jurisdictions for the Pure-Vu System; | |
| ● | our dependence on third-parties to manufacture the Pure-Vu System; | |
| ● | our ability to maintain or protect the validity of our patents and other intellectual property; | |
| ● | our ability to retain key executives and medical and science personnel; | |
| ● | our ability to internally develop new inventions and intellectual property; | |
| ● | interpretations of current laws and the passages of future laws; | |
| ● | acceptance of our business model by investors; | |
| ● | the accuracy of our estimates regarding expenses and capital requirements; | |
| ● | our ability to adequately support growth; | |
| ● | our ability to predict the financial impact of inflation on costs such as labor, freight and materials; and | |
| ● | our ability to project in the short term the hospital medical device environment considering the global pandemic and strains on hospital systems; and | |
| ● | other risks and uncertainties discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2022, as updated in our Form 10-Q for the quarter ended March 31, 2023 and other reports, as applicable, the Company files with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and the accompanying prospectus. |
Any forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. We anticipate that subsequent events and developments will cause our views to change. You should read this prospectus and the documents referenced herein or therein and filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
| 3 |
WeAll shares of our Common Stock offered by this prospectus are being registered for the accounts of the selling stockholders, and we will not receive any proceeds from the sale of these shares of common stockCommon Stock. However, we will receive proceeds from the exercise of the Warrants if the Warrants are exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
Up to 8,491,125 shares of our Common Stock are currently being offered by the selling stockholder under this prospectus. However,stockholders.
Private Placement
On May 17, 2023, we will receiveentered into the proceedsSecurities Purchase Agreement with the Purchaser, pursuant to which we issued and sold to the Purchaser in the Private Placement an aggregate of any cash exercise(i) 525,000 shares of the Warrants. If all of the Warrants were exercised for cash, we would receive aggregate proceeds of approximately $12.7 million. We intend to use the net proceeds from any cash exercise of theCommon Stock, (ii) Pre-Funded Warrants to fund commercialization activities for our Pure-Vu System, to continue research and development activities, including clinical and regulatory development and for the continued development and enhancement of the Pure-Vu System, and acquisitions or investments in businesses, products or technologies that are complementary to our own. We intend to use the remaining net proceeds for working capital and other general corporate purposes.
This prospectus covers the resale or other disposition by the selling stockholder identified in the table below ofpurchase up to an aggregate of 6,000,0003,617,012 shares of our common stockCommon Stock and (iii) Common Warrants to purchase up to an aggregate of 4,142,012 shares of Common Stock, in each case, in accordance with the terms and conditions of the Securities Purchase Agreement, at a combined offering price of $0.845 per Share and accompanying Common Warrant to purchase one share of Common Stock and $0.8449 per Pre-Funded Warrant to purchase one share of Common Stock and accompanying Common Warrant to purchase one share of Common Stock, for gross proceeds of approximately $3.5 million. The Private Placement closed on May 19, 2023.
The Common Warrants have an exercise price of $0.72 per share. The Common Warrants are immediately exercisable and may be exercised at any time after their original issuance until November 20, 2028. The Pre-Funded Warrants have an exercise price of $0.0001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Common Warrants or Pre-Funded Warrants may not exercise any portion of such holder’s Common Warrants or Pre-Funded Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If at any time of exercise, there is no effective registration statement under the Securities Act registering the resale of the Common Warrant Shares by the selling shareholders, the Common Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the Common Warrants. The Pre-Funded Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the Pre-Funded Warrants.
In connection with the Private Placement, we entered into the Registration Rights Agreement with the Purchaser, pursuant to which, among other things, we agreed to prepare and file with the SEC a registration statement on Form S-3 to register for resale the Shares and the shares of Common Stock issuable upon the exercise of our outstanding Warrants.
The selling stockholder acquired its securities in the transactions described aboveCommon Warrants and Pre-Funded Warrants by June 1, 2023. We have also agreed to cause such registration statement to become effective under the heading “Prospectus Summary – Recent Developments –Securities Act by the 45th day following the date of the Registration Rights Agreement (or by the 75th day following the date of the Registration Rights Agreement if there is a full review of the registration statement by the SEC). In addition, we agreed that, upon the registration statement being declared effective, we will use best efforts to keep such registration statement effective until the earlier of (i) the selling stockholders have sold all of the Shares and the Purchaser Warrant Exchange.”
The Warrants heldShares or (ii) such shares may be resold by the selling stockholder contain limitations which preventstockholders pursuant to Rule 144 of the holder from exercising those warrants if such exercise would causeSecurities Act without any public information requirements or volume or manner of sale limitations.
Pursuant to the Registration Rights Agreement, we are registering the Shares and the Purchaser Warrant Shares in order to permit the selling stockholder, together with certain related parties,stockholders to beneficially own a number ofoffer such shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination, common stock issuable upon exercise of the Warrants which have not been exercised.
The table below sets forth, as of February 23, 2021, the following information regarding the selling stockholder:
Except as described above, the number of shares of common stock beneficially owned by the selling stockholder has been determined in accordance with Rule 13d-3 under the Exchange Act and includes, for such purpose, shares of common stock that the selling stockholder has the right to acquire within 60 days of February 23, 2021.
All information with respect to the common share ownership of the selling stockholder has been furnished by or on behalf of the selling stockholder. We believe, based on information supplied by the selling stockholder, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholder has sole voting and dispositive power with respect to the shares of common stock reported as beneficially owned by it. Because the selling stockholder identified in the table may sell some or all of the shares of common stock beneficially owned by it and covered by this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of common stock, no estimate can be given as to the number of shares of common stock available for resale hereby that will be held by thefrom time to time pursuant to this prospectus. The selling stockholder upon termination of this offering. In addition, the selling stockholderstockholders may have sold, transferred or otherwise disposed of, or mayalso sell, transfer or otherwise dispose of at any time and from time to time, theall or a portion of their shares of common stock they beneficially own in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration statement covering those shares.
| 4 |
Wainwright acted as the exclusive placement agent for the Private Placement. Pursuant to a certain engagement letter, dated May 5, 2023, as amended, we issued to the designees of Wainwright Placement Agent Warrants to purchase up to 207,101 shares of Common Stock, equal to 5.0% of the aggregate number of Shares and shares of Common Stock underlying the Pre-Funded Warrants placed in the Private Placement. The Placement Agent Warrants are exercisable immediately, have an exercise price of $1.0563 per share (equal to 125% of the offering price per Share and accompanying Common Warrant), and terminate on November 20, 2028. A holder of a Placement Agent Warrant may not exercise any portion of such holder’s Placement Agent Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the date on which they providedholder to us, the informationholder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If at any time of exercise, there is no effective registration statement under the Securities Act registering the resale of the Placement Agent Warrant Shares by the selling shareholders, then the Placement Agent Warrants may also be exercised, in whole or in part, by means of a cashless exercise according to a formula set forth in the table below. WePlacement Agent Warrants.
The selling stockholders do not have therefore, assumed forany registration rights in connection with the purposesPlacement Agent Warrants.
The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Common Warrants, the Common Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares have not been registered under the Securities Act and were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
Relationship with the Selling Stockholders
Except with respect to the following, none of the following table, that the selling stockholder will sell all of the shares of common stock owned beneficially by it that are covered by this prospectus, but will not sell any other shares of common stock that they presently own. The selling stockholderstockholders has, not held any position or office, or has otherwise had a material relationship, with us or any of our subsidiaries within the past three years has had, any position, office or other thanmaterial relationship with us.
The selling stockholders participated in the Private Placement.
Affiliates of Wainwright
Each of Michael Vasinkevich, Noam Rubinstein, Craig Schwabe and Charles Worthman are affiliated with Wainwright, a registered broker-dealer, which served as our placement agent for the Private Placement, for which it received cash and warrant compensation. In connection with the Private Placement, each of Michael Vasinkevich, Noam Rubinstein, Craig Schwabe and Charles Worthman, as a resultdesignee of Wainwright, received the Placement Agent Warrants.
Information About Selling Stockholder Offering
The shares of Common Stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon the exercise of the Warrants. For additional information regarding the issuances of those shares of Common Stock, see “—Private Placement” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time.
The table below lists the selling stockholders and other information regarding the ownership of our common stock or otherthe shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock owned by each selling stockholder, based on its ownership of the shares of Common Stock and securities convertible into shares of Common Stock, as of May 19, 2023, assuming exercise of the securities convertible into shares of Common Stock held by the selling stockholders on that date, without regard to any limitations on exercises.
The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders.
In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the sum of (i) the Shares issued to the selling stockholders in the “—Private Placement” described above and (ii) the maximum number of Purchaser Warrant Shares. In addition, this prospectus covers the maximum number of the Placement Agent Warrant Shares. The table below assumes that the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The fifth column lists the percentages of shares of Common Stock owned by the selling stockholders after this offering, taking account of any limitations on exercise set forth in the applicable convertible securities.
| Name of Selling Stockholder | Shares Owned prior to Offering | Shares Offered by this Prospectus | Shares Owned after Offering | Percentage of Shares Beneficially Owned after Offering | ||||||||||||
| Armistice Capital Master Fund Ltd. (1) | 6,000,000 | 6,000,000 | - | - | ||||||||||||
| 5 |
Under the terms of the Warrants, a selling stockholder may not exercise the Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon the exercise of the Warrants, which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
The
Broker-dealers engaged by the selling
In connection with
The selling
Each selling stockholder has informed us that it We are required to pay certain fees and expenses incurred by us incident to the registration of the shares of
The consolidated balance sheets of Motus GI Holdings, Inc. and Subsidiaries (the “Company”) as of December 31,
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Section 145 of Our certificate of incorporation, as amended, limits the liability of our directors to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with certain of our directors and officers whereby we have agreed to indemnify those directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Company, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interests of the Company. We have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, including matters arising under the Securities Act. Our certificate of incorporation and bylaws also provide that we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or directors of our company, is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, related to their board role with the company.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the
We make available free of charge on or through our website at We have filed with the SEC a registration statement under the Securities Act, relating to the offering of these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free at www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference” are also available on our website, www.motusgi.com. We have not incorporated by reference into this prospectus the information on our website,
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information information. We incorporate by reference the documents listed below
All reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement, and after the date of this prospectus but before the termination of the offering of the securities hereunder will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated by reference into this prospectus. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Additional Information,” above.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation incorporated under the laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
Our certificate of incorporation and bylaws provide that we will indemnify our directors, officers, employees and agents to the extent and in the manner permitted by the provisions of the DGCL, as amended from time to time, subject to any permissible expansion or limitation of such indemnification, as may be set forth in any amendment by stockholders or directors resolution. Any repeal or modification of these provisions approved by our stockholders will be prospective only and will not adversely affect any limitation on the liability of any of our directors or officers existing as of the time of such repeal or modification
We have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, including matters arising under the Securities Act.
We have entered into indemnification agreements with all of our directors and named executive officers whereby we have agreed to indemnify those directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Company provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interests of the Company.
The
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Each person whose signature appears below
Pursuant to the requirements of the Securities Act of 1933, this
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