SEC Comment Letter 0000000000-23-013339 to Motus GI Holdings, Inc. (MOTS) (CIK 0001686850)
Motus GI Holdings, Inc. (MOTS) (CIK 0001686850)
Date: Dec. 6, 2023 · CIK: 0001686850 · Accession: 0000000000-23-013339
AI Filing Summary & Sentiment
File numbers found in text: 333-275121
Letter
United States securities and exchange commission logo December 6, 2023 Mark Pomeranz Chief Executive Officer Motus GI Holdings, Inc. 1301 East Broward Boulevard, 3rd Floor Ft. Lauderdale, FL 33301 Re:Motus GI Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 30, 2023 File No. 333-275121 Dear Mark Pomeranz: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed November 30, 2023 General 1.We note the following disclosures about your offering:
•"Because there is no escrow account and there is no minimum offering amount (subject to a minimum of $5.0 million), investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering."
•"We do not intend to price this offering for less than $5.0 million in gross proceeds."
•"All of the shares will be sold at the offering price specified in this prospectus and, we expect, at a single closing."
•"[W]e will only consummate an offering of $5 million or more in gross proceeds."
FirstName LastNameMark Pomeranz Comapany NameMotus GI Holdings, Inc. December 6, 2023 Page 2 FirstName LastName Mark Pomeranz Motus GI Holdings, Inc. December 6, 2023 Page 2 Based on the disclosures above, it appears that you are conducting a best efforts offering with a minimum of $5.0 million in gross proceeds. Given your disclosure that you will consummate the offering only if you receive $5.0 million or more in gross proceeds and that there is no escrow account, please clarify how investors' funds will be held prior to your closing. Please also revise your disclosure to state that your offering has a minimum of $5.0 million in gross proceeds, or clarify how your offering can have "no minimum offering amount . . . subject to a minimum of $5.0 million." Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Steven M. Skolnick, Esq.
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United States securities and exchange commission logo
December 6, 2023
Mark Pomeranz
Chief Executive Officer
Motus GI Holdings, Inc.
1301 East Broward Boulevard, 3rd Floor
Ft. Lauderdale, FL 33301
Re:Motus GI Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 30, 2023
File No. 333-275121
Dear Mark Pomeranz:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed November 30, 2023
General
1.We note the following disclosures about your offering:
•"Because there is no escrow account and there is no minimum offering amount
(subject to a minimum of $5.0 million), investors could be in a position where they
have invested in our company, but we are unable to fulfill our objectives due to a lack
of interest in this offering."
•"We do not intend to price this offering for less than $5.0 million in gross proceeds."
•"All of the shares will be sold at the offering price specified in this prospectus and,
we expect, at a single closing."
•"[W]e will only consummate an offering of $5 million or more in gross proceeds."
FirstName LastNameMark Pomeranz
Comapany NameMotus GI Holdings, Inc.
December 6, 2023 Page 2
FirstName LastName
Mark Pomeranz
Motus GI Holdings, Inc.
December 6, 2023
Page 2
Based on the disclosures above, it appears that you are conducting a best efforts offering
with a minimum of $5.0 million in gross proceeds. Given your disclosure that you will
consummate the offering only if you receive $5.0 million or more in gross proceeds and
that there is no escrow account, please clarify how investors' funds will be held prior to
your closing. Please also revise your disclosure to state that your offering has a minimum
of $5.0 million in gross proceeds, or clarify how your offering can have "no minimum
offering amount . . . subject to a minimum of $5.0 million."
Please contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Steven M. Skolnick, Esq.