As filed with the U.S. Securities and Exchange Commission on March 10, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MYOMO, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 47-0944526 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
45 Blue Sky Dr., Suite 101
Burlington, Massachusetts 01803
(617) 996-9058
(Address of Registrant’s Principal Executive Offices)
Myomo, Inc. 2018 Stock Option and Incentive Plan
(Full title of the plan)
Paul R. Gudonis
President and Chief Executive Officer
Myomo, Inc.
45 Blue Sky Dr., Suite 101
Burlington, Massachusetts 01803
(617) 996-9058
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq.
Catherine Magazu, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 1,375,130 additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Myomo, Inc. (the “Company”) under the Myomo, Inc. 2018 Stock Option and Incentive Plan (as amended, the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2021, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2025, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,375,130 shares. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statements filed on Form S-8 on June 28, 2018 (Registration No. 333-225952), March 14, 2019 (Registration No. 333-230272), March 19, 2020 (Registration No. 333-237288), June 12, 2020 (Registration No. 333-239133), June 28, 2023 (Registration No. 333-272982) and August 6, 2024 (Registration No. 333-281315) are effective. The information contained in the Registrant’s registration statements on Form S-8 (Registration Nos. 333-225952, 333-230272, 333-237288, 333-239133, 333-272982 and 333-281315) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, Commonwealth of Massachusetts, on the 10th day of March, 2025.
| MYOMO, INC. | ||
| By: | /s/ Paul R. Gudonis | |
| Paul R. Gudonis | ||
| Chairman, Chief Executive Officer and President | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul R. Gudonis and David Henry, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him and in his name, place and stead, in any and all capacities, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 of Myomo, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Paul R. Gudonis Paul R. Gudonis |
Chairman, Chief Executive Officer and President (Principal Executive Officer) |
March 10, 2025 | ||
| /s/ David Henry David Henry |
Chief Financial Officer (Principal Accounting and Financial Officer) |
March 10, 2025 | ||
| /s/ Thomas A. Crowley, Jr. Thomas A. Crowley, Jr. |
Director | March 10, 2025 | ||
| /s/ Thomas F. Kirk Thomas F. Kirk |
Director | March 10, 2025 | ||
| /s/ Amy Knapp Amy Knapp |
Director | March 10, 2025 | ||
| /s/ Heather Getz Heather Getz |
Director | March 10, 2025 | ||
| /s/ Milton M. Morris Milton M. Morris |
Director | March 10, 2025 | ||
| /s/ Yitzchak Jacobovitz Yitzchak Jacobovitz |
Director | March 10, 2025 | ||