UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2024, Timothy Moran, Scott Durbin, Sonja Nelson, Mark Pomeranz and Gary Pruden resigned from the Board of Directors (the “Board”) of Motus GI Holdings, Inc. (the “Company”). Additionally, Mark Pomeranz resigned from his role as Chief Executive Officer of the Company. Timothy Moran, Scott Durbin, Sonja Nelson, Mark Pomeranz and Gary Pruden did not resign from their positions over any disagreements with the Company’s Board or management.
Effective immediately upon the effectiveness of such departures, the Board appointed Jeff Varsalone as sole director and President of the Company for the purpose of assisting with the wind-down of the Company’s business affairs to the fullest extent permitted by law.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 25, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the two proposals described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 26, 2024 and mailed to the Company’s stockholders on or about such date (the “Proxy Statement”).
As disclosed in the Proxy Statement, as of the close of business on June 17, 2024, the record date for the Special Meeting, there were 6,388,876 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A total of 1,799,407 shares of the Company’s common stock, representing approximately 28.16% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the Special Meeting. Thus, there were insufficient votes represented in person or by valid proxies to constitute a quorum for the transaction of business at the Special Meeting. The Special Meeting will not be further adjourned.
Item 8.01 Other Events.
On July 31, 2024, the Board approved the wind-down of the Company’s affairs to the fullest extent permitted by law.
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: July 31, 2024 | By: | /s/ Mark Pomeranz |
| Name: | Mark Pomeranz | |
| Title: | Chief Executive Officer | |