Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
10 August 2024 - 7:24AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August [9], 2024
Registration
No. 333-271080
Registration
No. 333-263940
Registration
No. 333-254344
Registration
No. 333-237476
Registration
No. 333-230506
Registration
No. 333-224003
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333-271080
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333-263940
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333-254344
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333-237476
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333-230506
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333-224003
UNDER
THE SECURITIES ACT OF 1933
MOTUS
GI HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
81-4042793 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(IRS
Employer
Identification
No.) |
1301
East Broward Boulevard, 3rd Floor
Ft.
Lauderdale, FL 33301
(Address
of Principal Executive Offices, including Zip Code)
Motus
GI Holdings, Inc. 2016 Equity Incentive Plan and
2016
Israeli Sub-Plan to the Motus GI Holdings, Inc. 2016 Equity Incentive Plan
(Full
titles of the plans)
Jeff
Varsalone
1301
East Broward Boulevard, 3rd Floor
Ft.
Lauderdale, FL 33301
(Name
and address of agent for service)
(954)
541-8000
(Telephone
number, including area code, of agent for service)
With
copies to:
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Telephone:
(212) 262-6700
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 filer |
☐ |
|
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
|
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|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
These
post-effective amendments (the “Post-Effective Amendments”) are being filed by Motus GI Holdings, Inc., a Delaware corporation
(the “Company”), to remove from registration all shares of the Company’s common stock, par value $0.0001 per share
(“Common Stock”), and any and all other securities of the Company remaining unissued and unsold under the following Registration
Statements on Form S-8 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (“SEC”):
|
● |
Registration
Statement No. 333-271080, filed with the SEC on April 3, 2023, pertaining to the registration of an aggregate of 279,586 shares of
Common Stock to be issued pursuant to the Motus GI Holdings, Inc. 2016 Equity Incentive Plan and 2016 Israeli Sub-Plan to the Motus
GI Holdings, Inc. 2016 Equity Incentive Plan, as amended (the “2016 Plan”); |
|
|
|
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● |
Registration
Statement No. 333-263940, filed with the SEC on March 29, 2022, pertaining to the registration of an aggregate of 2,903,016 shares
of Common Stock to be issued pursuant to the 2016 Plan; |
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|
|
|
● |
Registration
Statement No. 333-254344, filed with the SEC on March 16, 2021, pertaining to the registration of an aggregate of 1,936,339 shares
of Common Stock to be issued pursuant to the 2016 Plan; |
|
|
|
|
● |
Registration
Statement No. 333-237476, filed with the SEC on March 30, 2020, pertaining to the registration of an aggregate of 1,728,665 shares
of Common Stock to be issued pursuant to the 2016 Plan; |
|
|
|
|
● |
Registration
Statement No. 333-230506, filed with the SEC on March 26, 2019, pertaining to the registration of an aggregate of 1,286,409 shares
of Common Stock to be issued pursuant to the 2016 Plan; and |
|
|
|
|
● |
Registration
Statement No. 333-224003, filed with the SEC on March 29, 2018, pertaining to the registration of an aggregate of 2,641,250 shares
of Common Stock to be issued pursuant to the 2016 Plan. |
For
ease of reference, all share numbers above are as stated in the Registration Statements, without giving pro forma effect to any adjustments,
as applicable, for subsequent events such as stock splits occurring after the original filing dates of the respective Registration Statements.
In
accordance with undertakings made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective
amendment, any and all securities of the Company that were registered for issuance that remain unsold at the termination of the offerings,
the Company hereby removes from registration any and all securities of the Company registered but unsold under each of the Registration
Statements. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company 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 these Post-Effective Amendments to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Ft. Lauderdale, FL, on August [9], 2024.
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MOTUS
GI HOLDINGS, INC. |
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|
|
|
By: |
/s/
Jeff Varsalone |
|
Name: |
Jeff
Varsalone |
|
Title: |
President |
No
other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 of the Securities
Act of 1933, as amended.
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