UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act.
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
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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).
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Item 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard
As previously disclosed on the Current Report on Form 8-K filed April 5, 2023, Motus GI Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (the “Staff”) indicating that the bid price of the Company’s common stock had failed to close above the minimum $1 requirement for the past 30 trading days in violation of Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Company was provided 180 calendar days, or until September 27, 2023, to regain compliance with the Bid Price Rule.
On September 28, 2023, the Company was notified that because it had not regained compliance with the Bid Price Rule, the Nasdaq Hearing Panel (the “Hearings Panel”) will consider the matter in their decision regarding the Company’s continued listing on the Nasdaq Capital Market (“Nasdaq”), and that the Company should present its views with respect to this additional deficiency in writing no later than October 5, 2023.
The Company currently intends to submit an updated plan to the Hearings Panel by October 5, 2023 that outlines the steps the Company plans to take to promptly regain compliance with the Bid Price Rule. The Company intends to continue monitoring the closing price of its common stock and plans on implementing a reverse stock split, if necessary, of its outstanding securities to regain compliance with the Bid Price Rule, which was approved by the Company’s stockholders at its annual meeting held on September 21, 2023.
If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to the Hearings Panel. There can be no assurance that the Company will regain compliance with the Bid Price Rule.
Item 8.01 Other Events
As previously disclosed on the Current Reports on Form 8-K filed January 4, 2023, the Company received a letter from the Staff indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq under Rule 5550(b)(1) (the “Equity Rule”). The Company was provided 180 calendar days, or until July 3, 2023, to regain compliance with the Equity Rule.
On July 6, 2023, the Company was notified that because it had not regained compliance with the Equity Rule, its securities would be delisted unless it requested a hearing. On July 13, 2023, the Company requested a hearing before the Hearings Panel for an extension to regain compliance, which was held on September 14, 2023.
On September 27, 2023, the Company received notice that the Hearings Panel granted the Company an extension to regain compliance with the Equity Rule until January 2, 2024.
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. | ||
| Dated: October 2, 2023 | By: | /s/ Mark Pomeranz |
| Name: | Mark Pomeranz | |
| Title: | Chief Executive Officer | |
Cover |
Sep. 27, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 27, 2023 |
| 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value per share |
| Trading Symbol | MOTS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | true |
| Entity Information, Former Legal or Registered Name | Not Applicable |