PRE 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under §240.14a-12

MYOMO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b).

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May [●], 2026

Dear Myomo Stockholder:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Myomo, Inc. (the “Company”) to be held on Thursday, June 25, 2026, at 9:00 a.m. Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. Stockholders may attend the virtual Annual Meeting by visiting www.proxydocs.com/MYO and register to attend the meeting.

At this year’s virtual Annual Meeting, our stockholders will be asked to:

elect the two nominees for Class III director, who are named in the Proxy Statement;

approve in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in the Proxy Statement;

ratify the appointment of CBIZ CPAs P.C ("CBIZ") as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

approve the adoption of Amendment No. 3 to the Myomo 2018 Stock Option and Incentive Plan (the "Amended 2018 Plan"), which increases the number of shares available under the Amended 2018 Plan by 1,833,000 shares;

approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock to 100,000,000 shares;

to vote upon an advisory (non-binding) stockholder proposal regarding the classification of directors (if properly presented at the Annual Meeting); and

to approve any adjournments and postponements of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Annual Meeting to approve Proposals 1-6; and

to transact any other business that properly comes before the Annual Meeting.

The board of directors unanimously recommends that you vote FOR the election of the director nominees, FOR the compensation of our named executive officers, FOR the ratification of the appointment of CBIZ, FOR the adoption of Amendment No. 3 to the 2018 Stock Option and Incentive Plan, and FOR the amendment to our certificate of incorporation to increase the number of authorized shares of common stock. The board of directors is not making a recommendation on the advisory (non-binding) stockholder proposal regarding the classification of directors.

Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote at www.proxydocs.com/MYO. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting (the "Notice") that you received in the mail. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025. This process allows us to provide our stockholders with the information they need on a timelier basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is very important. Whether or not you plan to attend the virtual meeting, please carefully review the proxy materials and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote online during the virtual meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

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Thank you for your ongoing support of and continued interest in Myomo.

Sincerely,

/s/ Paul R. Gudonis

Paul R. Gudonis

President and Chief Executive Officer

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Myomo, Inc.

45 Blue Sky Dr., Suite 101 Burlington, MA 01803

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 25, 2026

Notice is hereby given that Myomo, Inc. will hold its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 25, 2026, at 9:00 a.m. Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. Stockholders may attend the Annual Meeting virtually by visiting www.proxydocs.com/MYO and registering to attend the meeting. You must register prior to the registration deadline of June 20, 2026, at 5:00 p.m. Eastern Time. The Annual Meeting will be held to accomplish the following purposes:

•

elect two Class III directors, namely Paul R. Gudonis and Thomas F. Kirk, each to hold office until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal;

•

approve in an advisory (non-binding) vote, the compensation of our named executive officers as disclosed in the Proxy Statement;

•

ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

•

approve the adoption of Amendment No. 3 to the Myomo 2018 Stock Option and Incentive Plan;

•

approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock to 100,000,000 shares;

•

to vote on an advisory (non-binding) stockholder proposal regarding the classification of directors (if properly presented at the Annual Meeting); and

•

to approve any adjournments of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Annual Meeting to approve Proposals 1-6; and

•

to transact any other business that properly comes before the Annual Meeting.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Only stockholders of record at the close of business on April 29, 2026, the record date, are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on April 29, 2026, or hold a valid proxy for the Annual Meeting. In order to attend, you must register in advance. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions. Since the Annual Meeting is virtual-only, you will not be able to attend the Annual Meeting in person.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025, beginning on or about May [●], 2026 (the “Notice”). The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). All stockholders who do not receive the Notice will receive a paper copy of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a timelier basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important. Whether or not you plan to attend the Annual Meeting, I encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible so your shares can be voted at the meeting. Please review the instructions on the proxy card regarding your voting options. You may vote at the Annual Meeting by submitting your proxy via the Internet, by mail or by telephone.

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By Order of the Board of Directors,

/s/ Paul R. Gudonis

Paul R. Gudonis

President and Chief Executive Officer

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Important Notice Regarding the Internet Availability of Proxy Materials for Myomo’s 2026 Annual Meeting of Stockholders to Be Held on June 25, 2026: The Notice of 2026 Annual Meeting of Stockholders, Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxydocs.com/MYO. In order to attend the virtual Annual Meeting, you must register in advance at www.proxydocs.com/MYO prior to the registration deadline of June 20, 2026, at 5:00 p.m. Eastern Time. Since the Annual Meeting is virtual-only, you will not be able to attend the 2026 Annual Meeting in person.

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	Page
GENERAL INFORMATION	1
PROPOSAL ONE - ELECTION OF CLASS III DIRECTORS	5
Number of Directors; Board Structure	5
Nominees	5
Vote Required	5
Recommendation of the Board of Directors	6
Nominees for Election for a Three-Year Term Ending at the 2029 Annual Meeting	6
Directors Continuing in Office Until the 2027 Annual Meeting	7
Directors Continuing in Office Until the 2028 Annual Meeting	7
Executive Officers	8
CORPORATE GOVERNANCE	10
Meetings of the Board of Directors	10
Code of Business Conduct and Ethics	10
Policy on Trading, Pledging and Hedging of Company Stock	10
Independence of the Board of Directors	10
Identifying and Evaluating Director Nominees	10
Minimum Qualifications	11
Stockholder Recommendations	11
Securityholder and Interested Party Communications	11
Board Leadership Structure and Board’s Role in Risk Oversight	12
Risks Related to Compensation Policies and Practices	12
Board Committees	12
Board and Committee Evaluations	13
Audit Committee	13
Compensation Committee	13
Nominating and Corporate Governance Committee	14
Technology, Quality and Regulatory Committee	14
Director Compensation	15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	16
PROPOSAL TWO – ADVISORY (NON-BINDING) VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS	18
EXECUTIVE COMPENSATION	19
Summary Compensation Table	19
Narrative Disclosure to Summary Compensation Table	19
PROPOSAL THREE – RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	26
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	26
Audit Fees	26
Vote Required	27
Recommendation of the Board of Directors	27
Report of the Audit Committee of the Board of Directors	27
PROPOSAL FOUR – APPROVE THE ADOPTION OF AMENDMENT NO. 3 TO THE 2018 STOCK OPTION AND INCENTIVE PLAN	28
PROPOSAL FIVE - APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION	35
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	37
Indemnification Agreements	38
PROPOSAL SIX – ADVISORY (NON-BINDING) SEC RULE 14a-8 PROPOSAL FROM HORTON FUND TO DECLASSIFY OUR BOARD OF DIRECTORS	39
TRANSACTION OF OTHER BUSINESS	42
ADDITIONAL INFORMATION	42
Procedures for Submitting Director Nominations and Other Stockholder Proposals	42
ANNEX A - THIRD AMENDMENT TO MYOMO, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
ANNEX B - THE MYOMO, INC. 2018 STOCK OPTION AND INCENTIVE PLAN
ANNEX C - THIRD CERTIFICATE OF AMENDMENT TO 8TH AMENDED AND RESTATED ARTICLES OF INCORPORATION

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PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD on JUNE 9, 2026

At 9:00 A.M. ET

GENERAL INFORMATION

Our board of directors has made this Proxy Statement and related materials available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the board of directors’ solicitation of proxies for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and any adjournment of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.

The Annual Meeting will be held at 9:00 a.m. Eastern Time on June 25, 2026. The Annual Meeting will be a virtual stockholders meeting held at www.proxydocs.com/MYO. We made this Proxy Statement available to stockholders beginning on May [●], 2026.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about May [●], 2026.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 9, 2026:

This Proxy Statement, the accompanying proxy card or voting instruction card and our 2025 Annual Report on Form 10-K are available at www.proxydocs.com/MYO.

In this Proxy Statement the terms the “Company,” “we,” “us,” and “our” refer to Myomo, Inc. The mailing address of our principal executive offices is Myomo, Inc., 45 Blue Sky Dr., Suite 101, Burlington, MA. 01803.


Record Date:	April 29, 2026

Quorum:	A majority of the outstanding shares of common stock entitled to vote must be present in person, by remote communication, if applicable, or represented by proxy duly authorized to constitute a quorum. In the absence of a quorum, the Annual Meeting may be adjourned either by the chairman of the Annual Meeting or by vote of the holders of a majority of the shares present in person or represented by proxy at the meeting. The proxy holders intend to use their discretionary authority, if required, to vote in favor of an adjournment to solicit additional proxies to establish a quorum.

Shares Outstanding:	38,638,669 shares of common stock outstanding as of April 29, 2026.

Voting:	There are four ways a stockholder of record can vote: (1) By Proxy over the Internet: You may vote over the Internet by following the instructions provided in the Notice or, if you requested to receive your proxy materials by U.S. mail, by following the instructions on the proxy card. (2) By Telephone: If you requested to receive your proxy materials by U.S. mail, you may vote by telephone by following the instructions on the proxy card.

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	(3) By Mail: If you requested to receive your proxy materials by U.S. mail, you may complete, sign and return the accompanying proxy card in the postage-paid envelope provided. (4) During the Annual Meeting: If you are a stockholder as of the record date, you may vote during the Annual Meeting by following the instructions available at www.proxydocs.com/ MYO. Submitting a proxy will not prevent stockholders from attending the Annual Meeting, revoking their earlier-submitted proxy, and voting during the meeting. In order to be counted, proxies submitted by telephone or Internet must be received by the start of the Annual Meeting, unless otherwise specified on the proxy card. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting. If you hold your shares through a bank or broker, please follow their instructions.

Revoking Your Proxy:	Stockholders of record may revoke their proxies by attending the virtual Annual Meeting and voting in person, by remote communication, if applicable, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Corporate Secretary before the vote is counted or by voting again using the telephone or Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker, you may revoke any prior voting instructions by contacting that firm.

Votes Required to Adopt Proposals:	Each share of our common stock outstanding on the record date is entitled to one vote on any proposal presented at the Annual Meeting: For Proposal One, the election of the two Class III nominees requires a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors. The nominees receiving the highest number of affirmative votes entitled to vote and properly cast will be elected as Class III directors. You may vote “FOR” or “WITHHOLD” for such nominee on your proxy card. For Proposal Two, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to approve on an advisory (non-binding) basis the compensation of our named executive officers disclosed in this Proxy Statement. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. For Proposal Three, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to ratify the appointment of CBIZ CPA's P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2026. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. For Proposal Four, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject

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	matter is required to approve the adoption of Amendment No. 3 to the Myomo, Inc. 2018 Stock Option and Incentive Plan. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. For Proposal Five, an affirmative vote of a majority of the votes properly cast by the holders of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and is required to approve an amendment to our certificate of incorporation to increase the number of authorized shares of common stock to 100,000,000 shares. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. For Proposal Six, an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required to approve the non-binding stockholder proposal relating to the classification of directors. You may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on this proposal. For Proposal Seven, the Annual Meeting may be adjourned from time to time, either by the chairman of the Annual Meeting, or by an affirmative vote of a majority of the shares present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter. Approval of this Proposal Seven is not a condition to the completion of Proposals 1-6. You may vote "FOR", "AGAINST" or "ABSTAIN" from voting on this proposal.

Effect of Withheld Votes, Abstentions and Broker Non-Votes:	Withheld votes, abstentions and “broker non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” on Proposal One will have no effect on the election of directors. Abstentions will have the effect of a vote against Proposals Two. Three, Four, Six and Seven. Abstentions will have no effect on Proposal Five. Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on routine matters, but do not have discretion to vote such uninstructed shares on non-routine matters. Proposals One, Two, Four, Six and Seven are not considered to be a “routine” matter under the rules of the New York Stock Exchange, so if you do not instruct your broker how to vote with respect to these proposals, your broker may not vote on these proposals, and those votes will be counted as “broker non-votes.” Broker non-votes will have no effect on the outcome of the election of the directors, or on proposals Two, Four, Six or Seven. Under the rules of the New York Stock Exchange, Proposals Three and Five are considered routine matters where brokers are permitted to vote shares held by them without instruction. Accordingly, we do not anticipate that there will be any broker non-votes on Proposal Three and Five, however, broker non-votes, if any, will have no effect on the outcome of Proposals Three or Five..

Voting Instructions:	If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote in accordance with the recommendations of our board of directors as described herein: FOR the election of the nominees for Class III director, FOR the approval

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	(non-binding) of the compensation of our named executive officers, FOR ratification of the appointment of CBIZ as our independent registered public accounting firm for the fiscal year ending December 31, 2026. FOR the approval of Amendment No. 3 to our 2018 Stock Option and Incentive Plan, FOR the approval of the amendment to our certificate of incorporation to increase the number of authorized shares of common stock to 100,000,000 shares, FOR the approval of any adjournments of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the Annual Meeting to approve Proposals 1-6 and ABSTAIN with respect to the non-binding stockholder proposal relating to the classification of directors, since our board is making no recommendation with respect to this proposal. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.

Voting Results:	We will announce preliminary results at the Annual Meeting. We will report final results by filing a Current Report on Form 8-K (“Form 8-K”) within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Additional Solicitation/Costs:	We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers and employees may also solicit proxies on our behalf in person, by telephone, email, facsimile or other electronic means, but they do not receive additional compensation for providing those services.

Householding:	Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025, as applicable, is being delivered to multiple stockholders sharing an address unless we have received contrary instructions. We will promptly deliver a separate copy of any of these documents to you if you write to us at Myomo, Inc., 45 Blue Sky Dr., Suite 101, Burlington, MA. 01803, Attn: Investor Relations, or call (617) 398-2435, or email IR@myomo.com. If you want to receive separate copies of the Notice of Internet Availability of Proxy Materials, Proxy Statement or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address or telephone number.

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PROPOSAL ONE - ELECTION OF CLASS III DIRECTORS

Number of Directors; Board Structure

Our certificate of incorporation and bylaws provide that the number of directors on our board of directors shall be fixed from time to time by a resolution of the majority of our board of directors. Our board of directors currently consists of six members. Our board of directors is divided into three staggered classes as nearly equal in number as possible. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the Annual Meeting. The term of the Class I directors expires at the 2027 Annual Meeting of Stockholders, and the term of the Class II directors expires at the 2028 Annual Meeting of Stockholders. Upon expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

The following presents our current directors, their respective term on the board of directors, ages and positions as of April 29, 2026:


Name	Age	Position
Directors whose terms will expire at the 2026 Annual Meeting
Thomas F. Kirk (1)(2)(3)(4)	80	Lead Independent Director
Paul R. Gudonis	72	President, Chief Executive Officer and Chairman of the Board of Directors
Directors whose terms will expire at the 2027 Annual Meeting
Thomas A. Crowley (1)(2)(3)	79	Director
Milton M. Morris (2)(4)	56	Director
Directors whose terms will expire at the 2028 Annual Meeting
Heather C. Getz (1)(3)	51	Director
William J. Febbo (5)	57	Director

(1)

Member of the Audit Committee

(2)

Member of the Compensation Committee

(3)

Member of the Nominating and Corporate Governance Committee

(4)

Member of the Technology, Quality and Regulatory Committee

(5)

Mr. Febbo was appointed on April 14, 2026 and has not been placed on any committees

Nominees

Based on the recommendation of the nominating and corporate governance committee of our board of directors, our board of directors has nominated Thomas F. Kirk and Paul R. Gudonis as Class III directors to serve for a three-year term ending at the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Mr. Kirk and Mr. Gudonis are current members of our board of directors and have consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “for” the election of the two nominees. Proxies cannot be voted for a greater number of individuals than the one nominee named in this Proxy Statement. If the nominees are unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for substitute nominees chosen by the present board of directors. In the alternative, the proxies may not vote for substitute nominees and instead leave a vacancy on the board of directors. The board of directors may fill such vacancies at a later date or reduce the size of the board of directors. We have no reason to believe that either of the nominees will be unwilling or unable to serve if elected as directors.

Vote Required

The election of the two Class III nominees requires a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the

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election of directors. Shares voting “withheld” on Proposal One will have no effect on the election of directors. Broker non-votes will have no effect on the election of directors.

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF ITS TWO NOMINEES FOR CLASS III DIRECTOR.

The biographies of the nominees and continuing directors below contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each such person’s specific experience, qualifications, attributes and skills that led the board of directors and its nominating and corporate governance committee to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

Our corporate governance guidelines also dictate that a majority of the board of directors be comprised of independent directors whom our board of directors has determined have no material relationship with the Company and who are otherwise “independent” directors under the published listing requirements of the NYSE American, LLC (“NYSE American”). The Company has determined that, with the exception of Mr. Gudonis, our President and Chief Executive Officer, all of our other directors qualify as “independent” directors.

Nominees for Election for a Three-Year Term Ending at the 2029 Annual Meeting

Thomas F. Kirk has served as a member of our board of directors since September 2014 and as Lead Independent Director since October 2016. Mr. Kirk is a seasoned healthcare executive with extensive experience leading growth, operational transformation, and strategic expansion across medical services and device organizations. He most recently served as Chairman and Chief Executive Officer of American Medical Staffing, Inc. from 2013 to 2024, where he led the company’s significant growth by expanding into additional clinical specialties, broadening its base of healthcare and rehabilitation customers, and executing on geographic expansion, third-party reimbursement strategies, and strategic acquisitions. Under his leadership, the company more than tripled in size. Previously, Mr. Kirk served as Chief Executive Officer of Hanger, Inc. from March 2008 to May 2012 and earlier as its Chief Operating Officer from January 2002 to February 2008. During his tenure, he drove revenue growth of more than 250% by increasing the number of patient care centers, introducing new musculoskeletal devices and services, and expanding core capabilities such as fabrication, distribution, and rehabilitation into scaled business segments. He also served as a member of Hanger’s Board of Directors from January 2002 to November 2013. He has also held multiple leadership roles with the American Orthotic and Prosthetic Association, including serving in key committee and governance positions from 2002 to 2013.

Earlier in his career, Mr. Kirk was a partner at AlixPartners, where he advised clients on strategy, operations, supply chain, and financial restructuring across healthcare and other industries. Before this, he held executive positions in operations, finance, mergers and acquisitions, marketing, and new business and product commercialization with publicly held firms in the US and Europe in the medical services/devices, pharmaceuticals, specialty chemicals, and automotive supply industries. Mr. Kirk holds a B.S. in Mechanical Engineering from Carnegie Mellon University and an MBA and Ph.D. from the University of Pittsburgh. His experience in executive leadership, finance, and strategic planning makes him well qualified and provides a valuable perspective to our board of directors.

Paul R. Gudonis has been the Chairman of our board of directors since August 2016 and our Chief Executive Officer and a director of our company since July 2011. Mr. Gudonis was also appointed President in February 2017. During his tenure at Myomo, he has grown our operations, obtained reimbursement of the MyoPro by Medicare and other payers in the United States, and has expanded our business internationally. He brings 40 years of experience in launching new technology-based products and services to our company. His career spans the fields of software, telecommunications, internet services, and robotics. Prior to joining our company, Mr. Gudonis served as President at FIRST Robotics, or FIRST, from October 2005 until June 2010. Prior to his position at FIRST, Mr. Gudonis was the Chief Executive Officer of Centra Software, Inc., from August 2003 until April 2005. Mr. Gudonis was also the Chief Executive Officer of Genuity, Inc. from January 2000 until March 2003. He has also served as Chairman of the Massachusetts High Tech Council. Mr. Gudonis is a member of the Dean’s Advisory Council at his alma mater, Northwestern University’s McCormick School of Engineering, where he earned his degree in electrical engineering. At McCormick, he also serves on the industry advisory board of the Biomedical

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Engineering Department. He earned his MBA degree from Harvard University. We believe Mr. Gudonis’s leadership experience at Myomo, engineering background and substantive experience in growing early stage ventures, provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors.

Directors Continuing in Office Until the 2027 Annual Meeting

Thomas A. Crowley, Jr. has been a member of our board of directors since March 2012. Mr. Crowley retired as Chief Executive Officer of Vertical Spine, LLC in 2025 and served on its board of directors from 2011 to 2025. He also served on the board of Cascade Medical Enterprises, LLC from January 2008 to January 2020, as Chairman of Core Essence Orthopedics, Inc. from March 2011 until March 2012, as President and board member of Aircast, LLC from September 2003 until May 2006 and as a board member of Freedom Innovations from March 2011 until June 2013. Additionally, Mr. Crowley served as member of the Corporate Advisory Council of the American Society for Surgery of the Hand from November 2004 to May 2006. Mr. Crowley was President of Small Bone Innovations, Inc. from February 2008 until February 2011. He also served as Managing Director—Healthcare Investment Banking at Friedman Billings Ramsey from September 2006 until January 2008. Mr. Crowley holds a BA from Fairfield University, an MS from Columbia University School of Business and is a Graduate, U.S. Army Command and General Staff College, Ft. Leavenworth, KS. We believe Mr. Crowley’s executive experience, and his financial, investment and management experience provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors.

Milton M. Morris, Ph.D., NACD.DC, has been a member of our board of directors since June 2021. Dr. Morris is also National Association of Corporate Directors (NACD) Directorship CertifiedTM and currently serves both public and private companies as a consultant. Dr. Morris has served on the board of directors of Embecta Corp. since March 2022 and Nordson Corp. since September 2022. Dr. Morris has over 30 years of operating & oversight experience within large and small cap companies and is nationally recognized for his leadership in successful commercialization of high-tech medical devices. Dr. Morris has a successful track record of leading turnarounds, building high performing teams and growing value in highly regulated global markets. Dr. Morris was formerly the Chairman of the board of directors, President and Chie

SEC Form PRE 14A filed by Myomo Inc.