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): December 13, 2019

MOTUS GI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (954) 541-8000

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☒ 

Securities registered pursuant to Section 12(b) of the Act:

Silicon Valley Bank Loan and Security Agreement

On December 13, 2019 (the “Effective Date”), Motus GI Holdings, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). Under the Loan Agreement, SVB will provide the Company with access to a term loan in an aggregate principal amount of $8.0 million (the “Term Loan Advance”). The Term Loan Advance was funded on the Effective Date. The Term Loan Advance requires monthly interest-only payments through December 31, 2021, followed by monthly payments of principal and interest until December 1, 2023. The Company intends to use the proceeds of the Term Loan Advance to help finance the recently launched U.S. commercialization of the Pure-Vu System, and for general corporate purposes.

Interest on the Term Loan Advance accrues at a floating per annum rate of the greater of (i) the Wall Street Journal prime rate plus 0.5% and (ii) 5.5%. The Company may prepay all, but not less than all, of the outstanding principal balance of the Term Loan Advance, subject to a prepayment premium of $240,000, plus all other sums, if any, that shall have become due and payable. The Term Loan Advance is subject to mandatory prepayment provisions that require prepayment upon the occurrence of an event of default, subject to certain limitations and cure rights.

In connection with entering into the Loan Agreement, the Company paid SVB a good faith deposit of $30,000 for legal and other ancillary fees, any unused portion of which will be refunded to the Company. Under the terms of the Loan Agreement, the Company is obligated to reimburse certain of SVB’s expenses incurred with respect to the Loan Agreement.

Under the terms of the Loan Agreement, the Company granted first priority liens and security interests in substantially all of the Company’s assets (excluding all of its intellectual property, which is subject to a negative pledge) as collateral for the obligations thereunder. The Loan Agreement contains customary representations and warranties, indemnification provisions in favor of SVB, events of default and affirmative and negative covenants, including, among others, certain liquidity related financial covenants and covenants that limit or restrict the Company’s ability to, among other things, incur additional indebtedness, merge or consolidate, make acquisitions, pay dividends or other distributions or repurchase equity, make investments, dispose of assets and enter into certain transactions with affiliates, in each case subject to certain exceptions.

The description of the material terms of the Loan Agreement is qualified in its entirety by reference to the complete text of the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

The information required by this Item 2.03 is set forth under Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

On December 18, 2019, the Company issued a press release announcing the Loan Agreement with SVB. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

(d) The following exhibit is furnished with this report:

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.