Item
1.01. Entry into a Material Definitive Agreement.
On
March 26, 2019, Motus GI Holdings, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity
Distribution Agreement”) with Piper Jaffray & Co. (“Piper Jaffray”), as sales agent, pursuant to which the
Company may offer and sell, from time to time, through Piper Jaffray shares of its common stock, par value $0.0001 per share (the
“Common Stock”).
The
Company is not obligated to sell any shares under the Equity Distribution Agreement. Subject to the terms and conditions of the
Equity Distribution Agreement, Piper Jaffray will use commercially reasonable efforts consistent with its normal trading and sales
practices, applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market
to sell shares from time to time based upon the Company’s instructions, including the number of shares to be issued, the
time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading
day and any minimum price below which sales may not be made. Upon delivery of a placement notice, and subject to the Company’s
instructions in that notice, and the terms and conditions of the Equity Distribution Agreement generally, Piper Jaffray may sell
our common stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Capital Market.
In addition, with the Company’s prior written consent, Piper Jaffray may also sell shares by any other method permitted
by law, including in negotiated transactions. Piper Jaffray’s obligations to sell shares under the Equity Distribution Agreement
are subject to satisfaction of certain conditions, including the effectiveness of the registration statement on Form S-3 (the
“Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”)
on March 26, 2019 and other customary closing conditions for transactions of this nature.
The
Company will pay Piper Jaffray a commission of up to 3.0% of the aggregate gross proceeds from each sale of shares and has agreed
to provide Piper Jaffray with customary indemnification and contribution rights. The Company has also agreed to reimburse Piper
Jaffray for certain specified expenses, in connection with entering into the Equity Distribution Agreement.
Shares
of Common Stock will be offered and sold pursuant to the Registration Statement and the equity distribution agreement prospectus
that forms a part of such Registration Statement, following such time as the Registration Statement is declared effective by the
SEC, for an aggregate offering price of up to $25.0 million.
The
Equity Distribution Agreement may be terminated by us at any time upon ten (10) days’ prior written notice, by Piper Jaffray
& Co. at any time on the close of business on the date of receipt of written notice, and by Piper Jaffray & Co. at any
time in certain circumstances, including any suspension or limitation on the trading of our common stock on The Nasdaq Capital
Market, as further described in the Equity Distribution Agreement.
The
foregoing summary of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Equity Distribution Agreement, which is attached as an exhibit to the Registration
Statement and incorporated by reference into this Item 1.01.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Equity
Distribution Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state.