Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2020, Myomo, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, who is acting as the representative of the underwriters named therein (collectively, the “Underwriters”), related to the public offering of 2,143,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) or common stock equivalents (which includespre-funded warrants to purchase shares of Common Stock in lieu of shares of Common Stock (the“Pre-Funded Warrants”)) and investor warrants to purchase up to an aggregate of 2,143,000 shares of Common Stock (the “Investor Warrants”). Each share of Common Stock (orPre-Funded Warrant in lieu thereof) is being sold together with one Investor Warrant to purchase one share of Common Stock, at a combined public offering price of $7.00 per share of Common Stock and accompanying Investor Warrant, less the underwriting discounts and commissions payable by the Company (the “Offering”). The Underwriter will purchase the Common Stock and Investor Warrants at a discounted price of $6.5100 per share of Common Stock and accompanying Investor Warrant, and $6.5099 perPre-Funded Warrant and accompanying Investor Warrant, representing a seven percent (7.0%) discount to the public offering price. The Company has granted the Underwriter a45-day option to purchase, at the same price, an aggregate of up to an additional (i) 321,450 shares of Common Stock and/or (ii) Investor Warrants to purchase up to 321,450 shares of Common Stock as may be necessary to cover over-allotments made in connection with the Offering, if any. The Common Stock and/or Investor Warrants purchased under this option may be sold either together or separately in any combination to be determined by the Underwriters.
The Investor Warrants to be issued in the Offering are exercisable beginning on the date of issuance and will expire five years thereafter. The exercise price of the Investor Warrants is $7.50 per share of Common Stock. The exercise price and number of shares of Common Stock issuable upon exercise of the Investor Warrants will be subject to adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization or similar transaction, among other events as described in the Investor Warrants. In the event of a sale of the Company, and subject to the exceptions provided in the Investor Warrants, each holder of Investor Warrants has the right, exercisable at its option, to require the Company to purchase such holder’s Investor Warrants at a price determined using a Black-Scholes option pricing model as described in the Investor Warrants.
ThePre-Funded Warrants to be issued in the Offering are immediately exercisable and may be exercised at any time until thePre-Funded Warrants are exercised in full. The exercise price of $7.00 per share of Common Stock underlying eachPre-Funded Warrant will bepre-paid, except for a nominal exercise price of $0.0001 per share, upon the issuance of thePre-Funded Warrants. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.
The Offering is expected to close on February 13, 2020, subject to the satisfaction of customary closing conditions. The net proceeds to the Company are expected to be approximately $13.7 million, assuming no exercise of the Investor Warrants and after deducting underwriting discounts and commissions and payment of other transaction expenses payable by the Company associated with the Offering.
The Offering is being made pursuant to the Company’s registration statement on FormS-1 (FileNo. 333-235538), which was initially filed with the Securities and Exchange Commission (the “Commission”) on December 16, 2019, subsequently amended and declared effective by the Commission on February 10, 2020, and the Company’s registration statement on FormS-1 (FileNo. 333-236360) filed under Rule 462(b) of the Securities Act of 1933, as amended, which was effective immediately upon filing.
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company, and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.
Pursuant to the Underwriting Agreement, the Company agreed, subject to certain exceptions, not to offer, issue or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of ninety (90) days following the Offering without the prior written consent of the representative of the Underwriters.
