Form 8-K - Current report
June 07 2024 - 4:30PM
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0001686850
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2024-06-06
2024-06-06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 6, 2024
MOTUS
GI HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38389 |
|
81-4042793 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1301
East Broward Boulevard, 3rd Floor
Ft. Lauderdale, FL |
|
33301 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (954) 541-8000
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value per share |
|
MOTS |
|
OTCQB
Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
June 6, 2024, after completing a review of the strategic options available to Motus GI Holdings, Inc. (the “Company”),
the board of directors of the Company approved the liquidation and dissolution of the Company pursuant to a plan of distribution
(the “Plan of Distribution”), subject to the approval of the Company’s stockholders. The Company intends to
call a special meeting of stockholders (the “Special Meeting”) to seek approval of the Plan of Distribution and
will file proxy materials relating to the Special Meeting with the Securities and Exchange Commission (“SEC”) as soon as
practicable.
A
copy of the Plan of Distribution is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary
Information Regarding Trading in the Company’s Securities
The
Company cautions that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for
the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s
securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Additional
Information and Where to Find It
The
Company will file with the SEC a proxy statement in connection with the planned dissolution. The definitive proxy statement will be sent
to the Company’s stockholders and will contain important information about the planned dissolution. INVESTORS AND STOCKHOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE. Investors and stockholders may obtain a free copy of the proxy statement (when it is available) and other documents filed
with the SEC at the SEC’s website at www.sec.gov.
Certain
Information Concerning Participants
The
Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of
the Company in connection with the planned dissolution. Information about the persons who may be considered to be participants in the
solicitation of the Company’s stockholders in connection with the Company’s planned dissolution, and any interest they have
in the planned dissolution, will be set forth in the definitive proxy statement when it is filed with the SEC. Further information about
the Company’s directors and executive officers is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders
and its most recent annual report on Form 10-K, respectively filed with the SEC on August 7, 2023 and March 18, 2024. These documents
may be obtained for free at the SEC’s website at www.sec.gov.
Forward
Looking Statements
Certain
statements in this report constitute “forward-looking statements” of the Company within the meaning of applicable laws
and regulations and constitute “forward-looking information” within the meaning of applicable securities laws. Any
statements contained herein which do not describe historical facts, including statements regarding the Plan of Distribution and
the related Special Meeting are forward-looking statements which involve risks and uncertainties that could cause actual results to
differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the
possibility that the Company’s stockholders will not realize any value in the Company’s shares or that the Plan of Distribution will
not be able to be completed in a timely manner, or at all, as well as those risks identified in the Company’s filings with the
SEC, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended
December 31, 2023, and subsequent filings, with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter
ended March 31, 2024, available on the SEC’s website at www.sec.gov. Any such risks and uncertainties could materially and
adversely affect the Company’s results of operations and cash flows and the amount of time the Company can meet its
operational and capital needs. The Company cautions investors not to place undue reliance on any forward-looking statements, which
speak only as of the date they are made. Except as required by law, the Company undertakes no obligation to update or revise the
information contained in this press release, whether as a result of new information, future events or circumstances or
otherwise.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
MOTUS
GI HOLDINGS, INC. |
|
|
|
Date:
June 7, 2024 |
By: |
/s/
Mark Pomeranz |
|
Name: |
Mark Pomeranz |
|
Title:
|
Chief Executive Officer |
Exhibit
2.1
EXHIBIT
A
PLAN
OF DISTRIBUTION OF MOTUS GI HOLDINGS, INC.
I. | Calculations
of Amounts To Be Paid or Set Aside for Current or Potential Creditors |
| A. | Pay
or make reasonable provision to pay all known claims and obligations, including all contingent,
conditional or unmatured contractual claims (Section 281(b)(i)). (*) |
| 1. | Current
Claims and Obligations: |
See
Attachment A – Summary of Assets and Liabilities.
| 2. | Contingent,
conditional or unmatured claims. |
Contingent
indemnification obligations
| 3. | Total:
Approximately $4,769,000 |
(*)
Such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to
the extent of assets legally available therefor.
| B. | Make
provision as will be reasonably likely to be sufficient to provide compensation for any claim
against the Corporation, which is the subject of a pending action, suit or proceeding to
which the Corporation is a party (Section 281(b)(ii)) |
| 1. | Pending
actions, suits or proceedings against the Corporation: |
N/A
| C. | Make
provision as will be reasonably likely to be sufficient to provide compensation for unknown
claims or claims that have not arisen but that, based on facts known to the Corporation,
are likely to arise or to become known to the Corporation before. |
| 1. | Claims
that are likely to arise in the next 10 years: |
N/A.
Attachment
A
Summary of Assets and Liabilities | |
| | |
|
($ 000’s) | |
| | |
Notes |
Assets | |
| | | |
|
Cash | |
$ | 2,125 | | |
As of June 6, 2024 |
Prepaid | |
$ | 725 | | |
As of June 6, 2024 |
Other assets | |
$ | 1,144 | | |
Based on Q1 2024 close |
Total Assets | |
$ | 3,994 | | |
|
| |
| | | |
|
Liabilities | |
| | | |
|
Secured Debt | |
$ | (2,319 | ) | |
As of June 6, 2024 |
Estimated Wind Down Administrative Costs | |
$ | (1,500 | ) | |
As of June 6, 2024 |
Trade and Other Unsecured Liabilities | |
$ | (950 | ) | |
As of June 6, 2024 |
Total Liabilities | |
$ | (4,769 | ) | |
|
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Jun. 06, 2024 |
Cover [Abstract] |
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Document Period End Date |
Jun. 06, 2024
|
Entity File Number |
001-38389
|
Entity Registrant Name |
MOTUS
GI HOLDINGS, INC.
|
Entity Central Index Key |
0001686850
|
Entity Tax Identification Number |
81-4042793
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1301
East Broward Boulevard
|
Entity Address, Address Line Two |
3rd Floor
|
Entity Address, City or Town |
Ft. Lauderdale
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33301
|
City Area Code |
(954)
|
Local Phone Number |
541-8000
|
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|
Trading Symbol |
MOTS
|
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