Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (C) MYOMO, INC. OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS COMPLIANT WITH SUCH LAWS.
Date of Issuance: November 4, 2025
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF MYOMO, INC.
(Void after November 4, 2030)
This certifies that AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership, or permitted assigns (“Holder”), for value received, is entitled to purchase from MYOMO, INC., a Delaware corporation (“Company”), the Applicable Number (hereinafter defined) of fully paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”), for cash, at a purchase price per share equal to the Exercise Price (hereinafter defined). Holder may also exercise this Warrant on a cashless or “net issuance” basis as described in Section 1(b) below, and this Warrant shall be deemed to have been exercised in full on such basis on the Expiration Date (hereinafter defined), to the extent not fully exercised prior to such date. This Warrant is issued in connection with that certain Loan and Security Agreement and Supplement thereto, both of even date herewith (as amended, restated and supplemented from time to time, the “Loan Agreement” and the “Supplement”, respectively), between Company, as borrower, and Holder, as lender (“Lender”). Capitalized terms used herein and not otherwise defined in this Warrant shall have the meaning(s) ascribed to them in the Loan Agreement and the Supplement, unless the context would otherwise require.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
below:
“Affiliate” means any Person directly or indirectly controlled by, controlling or under common control with, Holder, but only for so long as such control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by”, “controlling” and “under common control with”) means, with respect to a Person, possession, direct or indirect, of (a) the power to direct or cause direction of the management and policies of such Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests.
“Applicable Number” means the number of shares of Common Stock purchasable hereunder obtained by dividing (A) $1,312,500 by (B) the Exercise Price.
“Attribution Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of Holder, (ii) any Person acting or who could be deemed to be acting as a group together with Holder or
any Attribution Parties and (iii) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with Holder’s and the other Attribution Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively Holder and all other Attribution Parties to the Maximum Percentage.
“Exercise Price” means the lower of $0.96 or, in the event there has been a Bona Fide Equity Financing, the Next Round Price.
“Next Round Price” means the lowest price per share paid to the Company by cash investors for the Company’s Common Stock in the next Bona Fide Equity Financing. As used herein, “Bona Fide Equity Financing” means a bona fide equity offering by the Company of the Common Stock after the Date of Issuance and prior to June 30, 2026 and for the purposes of raising capital. For clarity, “Bona Fide Equity Financing” shall not include any equity awards, shares issued in an acquisition, shares issued to vendors and other similar issuances.
“Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.
“Principal Trading Market” means the principal trading market for the Company’s Common Stock. The “Principal Trading Market” for the Common Stock as of the Original Issue Date is the NYSE American.
“Trading Day” means a day when the NYSE American is open for trading in shares of the Common Stock.
Subject to Section 4.3 and Section 1(c) this Warrant may be exercised at any time or from time to time up to and including 5:00 p.m. (Pacific time) on November 4, 2030 (the “Expiration Date”), upon surrender to Company at its principal office at 45 Blue Sky Dr., Suite 101, Burlington, MA 01803 (or at such other location as Company may advise Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to further adjustment as provided in Section 4 of this Warrant.
This Warrant is subject to the following terms and conditions:
1.Exercise; Issuance of Certificates; Payment for Shares.
(a)Unless an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of Holder, at any time or from time to time, on or before the Expiration Date for all or any portion of the shares of Common Stock (but not for a fraction of a share) which may be purchased hereunder for the Exercise Price multiplied by the number of shares to be purchased. Company agrees that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such shares as of the close of business on the date on which the form of subscription shall have been delivered and payment made for such shares. Subject to the provisions of Section 2, certificates or book entries for the shares of Common Stock so purchased, together with any other securities or property to which Holder is entitled upon such exercise, shall be delivered to Holder by Company at Company’s expense within a reasonable time after the rights represented by this Warrant have been so exercised. Except as provided in clause (b) of this Section 1, in case of a purchase of less than all the shares of Common Stock which may be purchased under this Warrant, Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares of Common Stock purchasable under this Warrant surrendered upon such purchase to Holder within a reasonable time. Each stock certificate or book entry so delivered shall be in such denominations of Common Stock as may be requested by Holder and shall be registered in the name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.
(b)Holder, in lieu of exercising this Warrant by the cash payment of the Exercise Price pursuant to clause (a) of this Section 1, may elect, at any time on or before the Expiration Date, to surrender this Warrant and
receive that number of shares of Common Stock computed using the following formula:
Y(A − B)
X =
A
Where: X = the number of shares of Common Stock to be issued to Holder.
Y = the number of shares of Common Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).
A = the price per share of the Common Stock as of the last Trading Day immediately prior to the date of exercise under this Section 1(b).
B = the Exercise Price then in effect.
Election to exercise under this Section 1(b) may be made by delivering a signed form of subscription to Company via electronic mail or facsimile, to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective at 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a positive number for “X”. Holder shall not be entitled to receive by application of the above formula a number of shares greater than the Applicable Number.
(c)The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, Holder (together with the other Attribution Parties) beneficially owns or would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of calculating beneficial ownership, the aggregate number of shares of Common Stock beneficially owned by Holder, together with the other Attribution Parties, shall include the number of shares of Common Stock held by Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by Holder or any other Attribution Parties, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by Holder or any other Attribution Party (including, without limitation, any convertible notes or convertible preferred stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated and determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), it being acknowledged and agreed that Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock that Holder may acquire upon exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other more recent notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. To the extent that the limitation contained in this Section 1(c) applies, the
determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder and any Attribution Parties) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, in each case subject to such Maximum Percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For any reason at any time, upon the written request of the Holder, the Company shall within two (2) business days confirm in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified in such notice not in excess of 19.9% unless the Company obtains the approval of its stockholders as set forth in this Section 1(c); provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party of Holders, and (iii) no such decrease shall affect the validity of any prior exercise of Warrants by the Holder or any Attribution Party. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by Holder for any purpose, including for purposes of Section 13(d) of the Exchange Act or Rule 16a-1(a)(1) promulgated under the Exchange Act. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. Notwithstanding anything anywhere in this Warrant to the contrary, the aggregate number of shares issued pursuant to the exercise of this Warrant shall not exceed the aggregate number of shares of Common Stock which the Holder may exercise pursuant to the terms of this Warrant without breaching the Company’s obligations under the rules or regulations of the Principal Trading Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its stockholders as required by the applicable rules of the Principal Trading Market, including, but not limited to, NYSE American Company Guide Section 713, for issuances of shares of Common Stock in excess of such amount or such approval is not required pursuant to the applicable rules of the Principal Trading Market. The limitations contained in this Section 1(c) may not be waived and shall apply to a successor holder of this Warrant.
2.Limitation on Transfer.
(a)This Warrant and the Common Stock issuable upon exercise of the Warrant shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended to ensure compliance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”). Each holder of this Warrant or the Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock issuable hereunder to agree to take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding the foregoing and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely transfer all or part of this Warrant or the shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the shares, if any) at any time to any Affiliate of Lender under the Loan Agreement, by giving Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable).
(b)Each certificate representing (i) this Warrant, (ii) the Common Stock issued or issuable upon exercise of this Warrant, and (iii) any other securities issued in respect of the Common Stock issuable hereunder issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have been registered under the Securities Act or sold under Rule 144 promulgated under the Securities Act) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (C) MYOMO, INC. OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS COMPLIANT WITH SUCH LAWS.
(c)Holder of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to Company and agrees (by acceptance of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction, (ii) pursuant to Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), (iii) Company receives an opinion of counsel, reasonably satisfactory to Company, that an exemption from such registration is available or (iv) the Company otherwise satisfies itself that such transaction is exempt from registration. Notwithstanding the foregoing or any other provision of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof, or securities issuable, directly or indirectly, upon conversion of such securities, if any) to any competitor of Company, as determined in good faith by the Board of Directors of Company (the “Board”), without the prior written consent of Company.
3.Shares to be Fully Paid; Reservation of Shares. Company covenants and agrees that all shares of Common Stock which may be issued upon the exercise of this Warrant will, upon issuance and payment of the applicable Exercise Price in accordance with the terms hereof, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder. Company further covenants and agrees that, at all times while this Warrant may be exercised, Company will have authorized and reserved, solely for the purpose of enabling it to issue shares of Common Stock upon exercise of this Warrant, a sufficient number of shares of authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Common Stock may be listed. Company will not take any action which would result in any adjustment of the Exercise Price (as described in Section 4 hereof) (i) if the total number of shares of Common Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Common Stock then authorized by Company’s Certificate of Incorporation, as amended and restated from time to time (the “Charter”), or (ii) if the par value per share of the Common Stock would exceed the Exercise Price.
4.Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon each adjustment of the Exercise Price, Holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Exercise Price resulting from such adjustment.
4.1Subdivision or Combination of Stock. In case Company shall at any time subdivide its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Common Stock of Company shall be combined into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased.
4.2Dividends. If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled
(a)Common Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
(b)any cash paid or payable including as a cash dividend, or
(c)Common Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 4.1 above),
then and in each such case, Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such exercise had it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled to receive such shares and/or all other additional stock and other securities and property; provided, that to the extent that Holder’s right to receive such shares and/or all other additional stock and other securities and property would result in Holder and the other Attribution Parties exceeding the Maximum Percentage, then Holder shall not be entitled to receive such shares and/or all other additional stock and other securities and property to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such distribution (and beneficial ownership) to such extent) and the portion of such shares and/or all other additional stock and other securities and property shall be held in abeyance for the benefit of Holder until such time or times as (all or a portion) its right thereto would not result in Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times Holder shall be granted (all or such portion of) such shares and/or all other additional stock and other securities and property to the same extent as if there had been no such limitation.
4.3Change of Control. In the event of a Change of Control (as hereinafter defined), this Warrant shall be automatically exchanged for a number of shares of Company’s securities, such number of shares being equal to the maximum number of shares issuable pursuant to the terms hereof (after taking into account all adjustments described herein) had Holder elected to exercise this Warrant immediately prior to the closing of such Change of Control and purchased all such shares pursuant to the cash exercise provision set forth in Section 1(a) hereof (as opposed to the cashless exercise provision set forth in Section 1(b)). Company acknowledges and agrees that Holder shall not be required to make any payment (cash or otherwise) for such shares as further consideration for their issuance pursuant to the terms of the preceding sentence. “Change of Control” shall mean any sale, license, or other disposition of all or substantially all of the assets of Company, any reorganization, consolidation, merger or other transaction involving Company where the holders of Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction; provided that an issuance of equity securities for the primary purpose of raising capital shall not be considered a Change of Control under this Warrant. This Warrant shall terminate upon Holder’s receipt of the number of shares of Company’s equity securities described in this Section 4.3.
4.5Notice of Adjustment. Upon any adjustment of the Exercise Price, and/or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant, Company shall give written notice thereof to Holder pursuant to Section 12. The notice, which may be substantially in the form of Exhibit “A” attached hereto, shall be signed by Company’s chief financial officer and shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
4.6Other Notices. If at any time:
(a)Company shall declare any cash dividend upon its Common Stock;
(b)Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c)Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights;
(d)there shall be any capital reorganization or reclassification of the capital stock of Company, or consolidation or merger of Company with, or sale of all or substantially all of its assets to, another entity;
(e)there shall be a voluntary or involuntary dissolution, liquidation or winding-up of
Company; or
(f)Company shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock;
then, in any one or more of said cases, Company shall give Holder, pursuant to Section 12, (i) at least 15 days’ prior written notice of the date on which the books of Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 15 days’ written notice of the date when the same shall take place. Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action as the case may be.
4.7Certain Events. If any change in the outstanding Common Stock of Company or any other event occurs as to which the other provisions of this Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance with the essential intent and principles of such provisions, then the Board shall make in good faith an adjustment in the number and class of shares issuable under this Warrant, the Exercise Price and/or the application of such provisions, in accordance with such essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give Holder of this Warrant upon exercise for the same aggregate Exercise Price the total number, class and kind of shares as Holder would have owned had this Warrant been exercised prior to the event and had Holder continued to hold such shares until after the event requiring adjustment.
5.Issue Tax. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to Holder of this Warrant for any issue tax in respect thereof; provided, however, that Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of this Warrant being exercised.
6.Closing of Books. Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.
7.No Voting Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of Company or any other matters or any rights whatsoever as a stockholder of Company. No dividends or interest shall be payable in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised; provided, however, that if any dividends are due or paid at any time on the underlying securities for which this Warrant is exercisable, then upon exercise, the securities issued to Holder shall be deemed to have accrued dividends and be paid identical dividends from the same time as the outstanding shares for which this Warrant is exercisable were first issued (or, if later, the date of this Warrant). No provisions hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the Exercise Price or as a stockholder of Company, whether such liability is asserted by Company or by its creditors.
8.Amendment of Charter. Unless Holder consents thereto in writing, Company shall not amend its Charter prior to the exercise of this Warrant if the Common Stock would be adversely affected by such amendment in a manner that would be more adverse to Holder with respect to the shares of Common Stock issuable upon the exercise of this Warrant than, and substantially dissimilar to, such amendment’s effect on the other holders of the Common Stock.
10.Rights and Obligations Survive Exercise of Warrant. The rights and obligations of Company, of Holder of this Warrant and of the holder of shares of Common Stock issued upon exercise of this Warrant, contained in Sections 6, 8, 9 and 18 shall survive the exercise of this Warrant.
11.Modification and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.
12.Notices. Any notice, request or other document required or permitted to be given or delivered to Holder or Company shall be deemed to have been given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or (iii) three business days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the books of Company or to Company at the address indicated therefor in the opening paragraphs of this Warrant (or at such other location as Company may advise Holder in writing).
13.Survival of Certain Obligations. All of the obligations of Company relating to the Common Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of Company shall inure to the benefit of and be binding upon the successors and permitted assigns of Holder. Company will, at the time of the exercise of this Warrant, in whole or in part, upon request of Holder but at Company’s expense, acknowledge in writing its continuing obligation to Holder in respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which Holder shall continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of Holder to make any such request shall not affect the continuing obligation of Company to Holder in respect of such rights.
14.Descriptive Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant
shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware.
15.Lost Warrants or Stock Certificates. Company agrees that upon receipt of evidence reasonably satisfactory to Company and its transfer agent of the loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction, upon receipt by Company of (i) an affidavit of that fact by the person so claiming such loss, theft, destruction or mutilation, (ii) an indemnity reasonably satisfactory to Company and its transfer agent and (iii) such other documents reasonably requested by Company or its transfer agent, Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate.
16.Fractional Shares. No fractional shares shall be issued upon exercise of this Warrant. Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Exercise Price.
17.Representations of Holder. With respect to this Warrant, Holder represents and warrants to Company as follows:
17.1Experience. It is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; it understands that investment in this Warrant involves substantial risks; it has made detailed inquiries concerning Company, its business and services, its officers and its personnel; the officers of Company have made available to Holder any and all written information it has requested; the officers of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by Company; and it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investment in Company and it is able to bear the economic risk of that investment.
17.2Investment. It is acquiring this Warrant and any shares of Common Stock issuable upon exercise of this Warrant for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. It understands that this Warrant and the shares of Common Stock issuable upon exercise of this Warrant, have not been registered under the Securities Act, nor qualified under applicable state securities laws.
17.3Rule 144. It acknowledges that this Warrant and the Common Stock issuable upon exercise of this Warrant must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.
17.4Access to Data. It has had an opportunity to discuss Company’s business, management and financial affairs with Company’s management and has had the opportunity to inspect Company’s facilities.
17.5Accredited Investor. It is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.
18.Additional Representations and Covenants of Company. Company hereby represents, warrants and agrees as follows:
18.1Corporate Power. Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations hereunder.
18.2Authorization. All corporate action on the part of Company, its directors and stockholders necessary for the authorization, execution, delivery and performance by Company of this Warrant has been taken. This Warrant is a valid and binding obligation of Company, enforceable in accordance with its terms except as may
be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.
18.3Offering. Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and sale of this Warrant is, and the issuance of the Common Stock issuable upon exercise of this Warrant will be, exempt from the registration requirements of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws (assuming any required filing is made); and neither Company nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.
18.4Listing; Stock Issuance. Company shall use its commercially reasonable efforts to secure and maintain the listing of the Common Stock issuable upon exercise of this Warrant or other securities issuable upon exercise of this Warrant, upon each securities exchange or over-the-counter market upon which securities of the same class or series issued by Company are listed, if any. Upon exercise of this Warrant, Company will use commercially reasonable efforts to cause the issuance of the shares of Common Stock purchased pursuant to the exercise to be issued in book entry form in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.
18.5Charter Documents. Company has provided Holder with, or Holder otherwise has public access to, true and complete copies of Company’s Charter, By-Laws, and each Certificate of Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital stock, each as amended and in effect on the date of issuance of this Warrant.
18.7Financial and Other Reports. Until the earlier of (a) the Expiration Date, and (b) the termination of this Warrant pursuant to Section 4.3, Company shall furnish to Holder (i) promptly following delivery to the Board after the close of each fiscal year of Company, a balance sheet, together with an income statement, a cash flow statement and a statement of changes in equity, for such fiscal year, in substantially the same form as such annual financial statements are furnished to the Board; (ii) within 60 days after the close of each fiscal quarter of Company, an unaudited balance sheet, income statement and cash flow statement, each at and as of the end of such quarter. In addition, Company agrees to provide Holder at any time and from time to time with such information ordinarily prepared by Company as Holder may reasonably request for purposes of Holder’s compliance (as determined by Holder in its reasonable discretion) with regulatory, accounting and reporting requirements applicable to Holder under law or GAAP (e.g., Fair Value Accounting Standard 157), including any 409A valuation reports (or equivalent reports) and budgets. Notwithstanding the foregoing, Company shall not be required to furnish to Holder the financial information described in this Section 18.7 in the event such financial information has been previously delivered to Lender pursuant to the Loan Agreement or produce information not ordinarily prepared by Company. For avoidance of doubt, any information provided hereunder (including, without limitation, under this Section 18.7) that constitutes confidential information under the Loan Agreement shall be subject to the confidentiality provisions thereof.
19.Counterparts; Facsimile; Electronic Signatures. This Warrant may be executed by one or more of the parties hereto in any number of separate counterparts, all of which together shall constitute one and the same instrument. Holder’s execution and delivery of Holder’s counterpart signature page to this Warrant via facsimile or electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall constitute Holder’s effective execution and delivery of this Warrant and agreement to and acceptance of the terms hereof for all purposes.
[Remainder of this page intentionally left blank; signature page follows]
10
[Signature Page to Warrant]
IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance set forth on the first page hereof.
MYOMO, INC.
By: Name: David Henry
Title: Chief Financial Officer
AGREED AND ACCEPTED:
HOLDER:
AVENUE VENTURE OPPORTUNITIES FUND II, L.P.
By: Avenue Venture Opportunities Partners II, LLC Its: General Partner
By: Name: Sonia Gardner
Title: Authorized Signatory
FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant) To:
□The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, (1) ( ) shares1 (the “Shares”) of Common Stock of and herewith makes payment of Dollars ($ ) therefor, and requests that the certificates for such shares be issued in the name of, and delivered to,
, whose address is .
□The undersigned hereby elects to convert percent ( %) of the value of the Warrant pursuant to the provisions of Section 1(b) of the Warrant.
The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature below hereby makes such representations and warranties to Company.
Dated
Holder:
By:
Its:
(Address)
1 Insert here the number of shares called for on the face of the Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without making any adjustment for additional Warrant Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be issuable upon exercise.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth herein below, unto:
Name of Assignee Address No. of Shares
Dated
Holder:
By:
Its:
EXHIBIT “A”
[On letterhead of Company]
Reference is hereby made to that certain Warrant dated November 4, 2025 issued by MYOMO, INC., a Delaware corporation (the “Company”), to AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (the “Holder”).
[IF APPLICABLE] The Warrant provides that the actual number and type of shares of Company's capital stock issuable upon exercise of the Warrant and the initial exercise price per share are to be determined by reference to one or more events or conditions subsequent to the issuance of the Warrant. Such events or conditions have now occurred or lapsed, and Company wishes to confirm the actual number of shares issuable and the initial exercise price. The provisions of this Supplement to Warrant are incorporated into the Warrant by this reference, and shall control the interpretation and exercise of the Warrant.
[IF APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant: [describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].
This certifies that Holder is entitled to purchase from Company , at the Holder’s option, either (i) ( ) fully paid and nonassessable shares of Company’s Stock at a price of Dollars ($ ) per share or (ii) ( ) fully paid and nonassessable shares of Company’s Stock at a price of Dollars ($ ) per share. The applicable Exercise Price and the number of shares purchasable under the Warrant remain subject to adjustment as provided in Section 4 of the Warrant.
Executed this day of , 20 .
MYOMO, INC.
By:
Name:
Title:
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECASUE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED PORTIONS ARE MARKED WITH "*****" IN THIS EXHIBIT.
Exhibit 10.2
SUPPLEMENT
to the
Loan and Security Agreement dated as of November 4, 2025 among
MYOMO, INC.
(“Borrower”)
and
AVENUE CAPITAL MANAGEMENT II, L.P.,
a Delaware limited partnership,
as administrative agent and collateral agent (in such capacity “Agent”) and
AVENUE VENTURE OPPORTUNITIES FUND, L.P. II,
a Delaware limited partnership (“Avenue 2”), as a lender (in such capacity, together with each other lender from time to time party hereto, a “Lender” and collectively, the “Lenders”)
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of November 4, 2025 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and among Borrower, Lenders and Agent. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
In addition to the provisions of the Loan and Security Agreement, the parties agree as follows:
Part 1 - Additional Definitions:
“Amortization Period” means the period commencing on the first day of the first full calendar month following the Interest-only Period and continuing until the Maturity Date.
“Commitment” means, subject to the terms and conditions set forth in the Loan and Security Agreement and this Supplement, Avenue 2’s commitment to make Growth Capital Loans to Borrower in an aggregate principal amount of Seventeen Million Five Hundred Thousand Dollars comprised of (a) a tranche of term loans in an aggregate original principal amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000) (“Tranche 1”) to be funded on the Closing Date plus (b) a tranche of term loans in an aggregate original principal amount of Five Million Dollars ($5,000,000) to be funded at any time between November 4, 2026 and May 4, 2027, subject to the conditions in Section 2(i) of Part 2 (“Tranche 2”).
“Designated Rate” means, for each Growth Capital Loan, a variable rate of interest per annum equal to the greater of (A) the Prime Rate plus four and three quarters percent (4.75%) and (B) eleven and three quarters percent (11.75%). Changes to the Designated Rate based on changes to the Prime Rate shall be effective as of the next scheduled interest payment date immediately following such change.
“Final Payment” means a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest) equal to three and one quarter percent (3.25%) of the original Commitment amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000).
“Growth Capital Loan” means any Loan requested by Borrower and funded by a Lender under its Commitment for (a) on the Closing Date, the repayment of certain Indebtedness of Borrower to Silicon Valley Bank and related fees and expenses and (b) on and after the Closing Date, general corporate purposes of Borrower.
“Interest-only Period” means the period commencing on the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date; provided, however, that such period shall be extended for six (6) months if the funding of Tranche 2 has occurred; provided, further, that the Interest-only Period shall not exceed twenty- four (24) months from the Closing Date; provided, further, however, that no extension of the Interest-only Period shall be available if as of the date of extension an Event of Default shall have occurred and be continuing.
“Loan” or “Loans” mean, as the context may require, individually a Growth Capital Loan, and collectively, the Growth Capital Loans.
“Loan Commencement Date” means, with respect to each Growth Capital Loan: (a) the first day of the first full calendar month following the Borrowing Date of such Loan if such Borrowing Date is not the first day of a month; or (b) the same day as the Borrowing Date if the Borrowing Date is the first day of a month.
“Maturity Date” means June 1, 2029.
“Prepayment Fee” means, with respect to any prepayment of the Loans:
(i)if the prepayment occurs during the period commencing on the Closing Date and ending on (and including) the one-year anniversary of the Closing Date, an amount equal to the principal amount of the Loans prepaid multiplied by three percent (3.00%);
(ii)if the prepayment occurs during the period commencing on the day immediately following the one-year anniversary of the Closing Date and ending on (and including) the two-year anniversary of the Closing Date, an amount equal to the principal amount of the Loans prepaid multiplied by two percent (2.00%); and
(iii)if the prepayment occurs at any time after the date immediately following the two-year anniversary of the Closing Date, an amount equal to the principal amount of the Loans prepaid multiplied by one percent (1.00%).
“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Supplement; and provided further that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Agent, the “Prime Rate” shall mean the rate of interest per annum announced by Wells Fargo Bank as its prime rate in effect at its principal office in the State of California (such announced Prime Rate not being intended to be the lowest rate of interest charged by such institution in connection with extensions of credit to debtors); provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Supplement.
“Principal Trading Market” means the principal trading market for the Borrower’s Common Stock. The “Principal Trading Market” for the Common Stock is the NYSE American.
“Revenue” means, as of any date of determination, Borrower’s product revenue determined in accordance with GAAP, which, in the interest of clarity, shall not include any product revenue derived from licensing milestones except license revenue recorded under its existing Chinese joint venture.
“Termination Date” means the earlier of: (i) the date Lender may terminate making Growth Capital Loans or extending other credit pursuant to the rights of Lender under Article 7 of the Loan and Security Agreement; and (ii) December 31, 2027.
“Threshold Amount” means Five Hundred Thousand Dollars ($500,000).
“Trading Day” means a day when the NYSE American is open for trading in shares of the Common Stock.
“Warrant” is defined in Part 2, Section 5(a) hereof.
Part 2 - Additional Terms, Covenants and Conditions:
1.Growth Capital Facility. Subject to satisfaction of the conditions precedent identified in Section 2 of this Part 2 and as specified in Sections 4.1 and Section 4.2 of the Loan and Security Agreement, each Lender agrees to make Growth Capital Loans to Borrower under such Lender’s Commitment from time to time from and after the Closing Date up to and including the Termination Date in an aggregate, original principal amount up to, but not exceeding, then-unfunded portion of such Lender’s Commitment. Upon the mutual agreement of Lenders and Borrower, Lenders may make additional Growth Capital Loans to Borrower of up to an additional Ten Million Dollars ($10,000,000) (the “Discretionary Tranche 3”), to be funded between January 1, 2027 and December 31, 2027, as Borrower and Lenders may mutually agree, subject to the conditions in Section 2(ii) of this Part 2 and approval from Lenders’ Investment Committees, in their sole discretion; provided that, as of the Closing Date, Discretionary Tranche 3 shall not be considered, and is not, committed hereunder by any Lender and there shall be no fees associated with the Discretionary Tranche 3 until any Growth Capital Loans to made under such tranche are committed by Lenders.
2.Additional Condition(s) Precedent Regarding Growth Capital Loan Commitments. In addition to the satisfaction of all of the other applicable conditions precedent specified in Sections 4.1 and 4.2 of the Loan and Security Agreement and Section 2 of this Part 2, each Lender’s obligation to fund it its pro rata share of Tranche 2 and, if applicable Discretionary Tranche 3, of Growth Capital Loans is subject to receipt by Agent of evidence that the following conditions precedent have been satisfied (or waived), as determined by Agent in its sole discretion:
(i)Tranche 2. No Default or Event of Default has occurred and is continuing.
(ii)Discretionary Tranche 3. Each Lender shall have received investment committee approval to fund its pro rata share of Discretionary Tranche 3.
3.Minimum Funding Amount; Maximum Number of Borrowing Requests. Growth Capital Loans requested by Borrower to be made on a single Business Day shall be for a minimum aggregate, original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000), or such lesser amount as may be remaining to draw under the applicable tranche, and Borrower shall not submit a Borrowing Request more frequently than once per calendar month without Agent’s prior consent.
(a)Repayment of Growth Capital Loans. Principal of, and interest on, each Growth Capital Loan shall be payable as follows: principal shall be fully amortized over the Amortization Period in equal, monthly installments plus, in each case, unpaid interest thereon at the Designated Rate, commencing after the Interest-only Period has ended. In particular, on the Borrowing Date applicable to such Growth Capital Loan, Borrower shall pay to Agent (i) if the Borrowing Date is earlier than the Loan Commencement Date, interest only at the Designated Rate, in advance, on the outstanding principal balance of the Growth Capital Loan for the period from the Borrowing Date through the last day of the calendar month in which such Borrowing Date occurs (it being understood that this clause (i) shall not apply in the case the Borrowing Date is on the same date as the Loan Commencement Date), and (ii) the first (1st) interest-only installment at the Designated Rate, in advance, on the outstanding principal balance of the Note evidencing such Loan for the ensuing month (such payment pursuant to clause (ii) shall be understood and agreed to be the first payment of the Interest-only Period). Commencing on the first day of the second full month after the Borrowing Date (which day shall be understood and agreed to be the date on which the second payment of the Interest-only Period is due) and continuing on the first day of each month during the Interest-only Period thereafter, Borrower shall pay to Agent interest only at the Designated Rate, in advance, on the outstanding principal balance of the Loan evidenced by such Note for the ensuing month. Commencing on the first day of the first full month after the end of the Interest-only Period, and continuing on the first day of each consecutive calendar month thereafter, Borrower shall pay to Agent equal consecutive monthly principal installments in advance in an amount sufficient to fully amortize the Loan evidenced by such Note over the Amortization Period, plus interest at the Designated Rate for such month. On the Maturity Date, all principal and accrued interest but unpaid then remaining unpaid and the Final Payment shall be due and payable.
4.Prepayment. The Growth Capital Loans may be prepaid as provided in this Section 4 only. Borrower may prepay all, but not less than all, outstanding Growth Capital Loans in whole, but not in part, at any time upon no less than five (5) Business Days’ prior written notice to the Agent, by tendering to Agent, for the benefit of each Lender, a cash payment in respect of such Loans in an amount determined by Agent equal to the sum of: (i) the aggregate outstanding principal amount of such Loans; (ii) the accrued and unpaid interest on such Loans as of the date of prepayment; (iii) the Prepayment Fee; and (iv) the Final Payment; provided that, if a Lender has not yet exercised its rights under Section 5(d) hereof, Borrower shall provide the Agent written notice of prepayment at least ten (10) days in advance of the proposed prepayment date and such
Lender shall have the option, with respect to the Conversion Option, to exercise its rights pursuant to Section 5(d) hereof by delivering written notice to Borrower at least two (2) Business Days in advance of the proposed prepayment date.
5.Warrant and Right to Invest; Conversion Option.
(a)Warrant. As additional consideration for the making of its Commitment, each Lender has earned and is entitled to receive immediately upon the execution of the Loan and Security Agreement and this Supplement, a warrant instrument issued by Borrower (the “Warrant”).
(b)Warrant General. The Warrant shall be in form and substance reasonably satisfactory to the applicable Lender.
(c)Right to Invest. Lenders shall have the right, subject to compliance with applicable securities laws, in their respective discretion, but not the obligation, to invest an aggregate amount of up to One Million Dollars ($1,000,000) in equity securities of Borrower on the same terms, conditions, and pricing offered by Borrower to any investor investing at such time, in connection with any offering of Borrower’s equity securities during the term of the Loan and Security Agreement; provided, however, (A) Borrower shall deliver written notice to Agent of any transaction involving Borrower’s equity securities at least five (5) Business Days prior to the closing of such transaction (provided that no such notice shall be required in connection with any at the market offering program by Borrower); and (B) the terms shall exclude a board or observer seat on the Borrower’s Board of Directors, which may be offered to other investors at Borrower’s discretion, and any other terms that are not offered generally to all investors participating in such financing. Notwithstanding the foregoing, each Lender’s right to invest as set forth in this clause (c) shall automatically terminate on the Maturity Date (or such earlier date that the Commitments have terminated and the Obligations are repaid in full (other than inchoate indemnity obligations).
(d)Conversion Option. Lenders shall have the right, in their respective discretion, but not the obligation, at any time and from time to time, while the Loan is outstanding, to convert (i) prior to the funding of Tranche 2, an aggregate amount of up to Three Million Dollars ($3,000,000) of the principal amount of the outstanding Growth Capital Loans and (ii) after the funding of Tranche 2, an aggregate amount of up to Four Million Dollars ($4,000,000) of the principal amount of the outstanding Growth Capital Loans (the “Conversion Option”) into Borrower’s common stock (the “Common Stock”) at a price per share equal to one hundred twenty percent (120.00%) of the Exercise Price set forth (and as defined) in the Warrant (the “Conversion Price;” the exercise of such Conversion Option, a “Conversion”). The Conversion Option will be exercised by such Lender delivering a written, signed conversion notice (the “Notice of Conversion”) to the Borrower in accordance with this Section 5(d) which will include (i) the date of which the conversion notice is given, (ii) a statement to the effect that the Lender is exercising the Conversion Option, (iii) the amount in respect of which the Conversion Option is being exercised and the number of shares issued and (iv) a date on which the allotment and issuance of the shares is to take place. Notwithstanding anything anywhere in the Loan Documents to the contrary, the aggregate number of shares issued pursuant to the Warrant and the Conversion Option shall not exceed the Beneficial Ownership Limitation set forth in Section 5(e) below.
(e)Conversion Limitations. Borrower shall not effect the exercise of the Conversion Option, and Lender shall not have the right to exercise the Conversion Option, to the extent that after giving effect to the conversion set forth on the applicable Notice of Conversion, Lender (together with Lender’s Affiliates, and any Persons acting as a group together with Lender or any of the Lender’s Affiliates, the “Attribution Parties”) beneficially owns or would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of calculating beneficial ownership, the aggregate number of shares of Common Stock beneficially owned by Lender and its Attribution Parties shall include the number of shares of Common Stock held by Lender and all other Attribution Parties plus the number of shares of Common Stock issuable upon Lender’s exercise of the Conversion Option with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount of any outstanding Growth Capital Loans beneficially owned by Lender or any of its Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Lender or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 5(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 5(e) applies, the determination of whether Lender can exercise the Conversion Option (in relation to other securities owned by Lender together with any Attribution Parties) shall be in the sole discretion of Lender, and the submission of a Notice of Conversion shall be deemed to be Lender’s determination of whether Lender may exercise the Conversion Option (in relation to other securities owned by Lender together with any Attribution Parties) in each case subject to the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For
purposes of this Section 5(e), in determining the number of outstanding shares of Common Stock that Lender may acquire upon exercise of the Conversion Option without exceeding the Beneficial Ownership Limitation, Lender may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) Borrower’s most recent periodic or annual report or other public filing with the Securities and Exchange Commission, as the case may be, (ii) a more recent public announcement by Borrower, or (iii) a more recent written notice by Borrower or Borrower’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of Lender, Borrower shall within two Trading Days confirm in writing to Lender the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of Borrower, including the Conversion Option, by Lender or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Conversion Option. By written notice to the Borrower, the Lender may from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice not in excess of 19.9% unless the Borrower obtains the approval of its stockholders as set forth in Section 5(f); provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Borrower, (ii) any such increase or decrease will apply only to the Lender and its Attribution Parties, and (iii) no such decrease shall affect the validity of any prior exercise of the Conversion Option by the Lender. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 5(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 5(e) may not be waived.
(f)Maximum Issuance. Notwithstanding anything anywhere in the Loan Documents to the contrary, the aggregate number of shares issued pursuant to the Conversion Option shall not exceed the aggregate number of shares of Common Stock which Borrower may issue and Lender may receive pursuant to the terms of this Supplement without breaching Borrower’s obligations under the rules or regulations of the Principal Trading Market, except that such limitation shall not apply in the event that Borrower obtains the approval of its stockholders as required by the applicable rules of the Principal Trading Market, including, but not limited to, NYSE American Company Guide Section 713, for issuances of shares of Common Stock in excess of such amount or such approval is not required pursuant to the applicable rules of the Principal Trading Market.
6.Commitment Fee. Borrower shall pay to Agent, for the benefit of each Lender, pro-rata in accordance with each Lender’s respective Commitment, a commitment fee in the amount of one percent (1.00%) of the total Commitment of such Lender, due and payable on the Closing Date, of which Forty Three Thousand Seven Hundred Fifty Dollars ($43,750)1 has been paid by Borrower to Avenue 2 as an advance deposit prior to the date hereof. As an additional condition precedent under Section 4.1 of the Loan and Security Agreement, each Lender shall have completed to its satisfaction its due diligence review of Borrower’s business and financial condition and prospects, and such Lender’s pro rata share of the Commitment shall have been approved (which condition shall be deemed satisfied upon the making of the Growth Capital Loan on the Closing Date). If this condition is not satisfied, the Forty Three Thousand Seven Hundred Fifty Dollars ($43,750) advance deposit previously paid by Borrower shall be refunded. Except as set forth in this Section 6, the Commitment Fee is not refundable.
1 1% of $17.5MM Commitment = $175,000.
7.Documentation Fee Payment. On the Closing Date, Borrower shall reimburse each Lender and Agent pursuant to Section 9.8(a) of the Loan and Security Agreement for (i) its reasonable and documented out-of-pocket attorneys’ fees, costs and expenses incurred in connection with the preparation and negotiation of the Loan Documents and (ii) Agent’s costs and filing fees related to perfection of its Liens in the Collateral in any jurisdiction in which the same is located, recording a copy of the Intellectual Property Security Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and confirming the priority of such Liens.
(a)Borrower’s Primary Operating Account and Wire Transfer Instructions:
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Institution Name: |
************** |
Address: |
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ABA No.: |
************ |
Contact Name: |
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Phone No.: |
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E-mail: |
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Account Title: |
****************** |
Account No.: |
********** |
9.Debits to Account for ACH Transfers. For purposes of Sections 2.2 and 5.10 of the Loan and Security Agreement, the Primary Operating Account shall be the bank account set forth in Section 8 above, unless and until such account is changed in accordance with Section 5.10 of the Loan and Security Agreement. Borrower hereby agrees that the Growth Capital Loans will be advanced to the account specified above and regularly scheduled payments of principal, interest and fees due to each Lender will, after notice to Borrower, be automatically debited by Agent, for the benefit of the Lenders, from the same account. Borrower hereby confirms that the bank at which the Primary Operating Account is maintained uses that same ABA Number for incoming wires transfers to the Primary Operating Account and outgoing ACH transfers from the Primary Operating Account.
Part 3 - Additional Representations:
Borrower represents and warrants that as of the Closing Date and, subject to any written updates of the information set forth below by Borrower to Agent, each Borrowing Date:
a)Its chief executive office is located at: ********************************
b)Its Equipment is located at: ******************************
c)Its Inventory is located at: ******************************
d)Its Records are located at: *********************************
e)In addition to its chief executive office, Borrower maintains offices or operates its business at the following locations: ****************************
f)Other than its full corporate name, Borrower has conducted business using the following trade names or fictitious business names: N/A
g)Its state corporation identification number is: **************
h)Its U.S. federal tax identification number is: ***********
i)Other than Borrower’s Primary Operating Account identified in Section 9(a), Borrower maintains the following Deposit Accounts and investment accounts listed on Schedule I hereto.
Part 4 - Additional Loan Documents:
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Form of Promissory Note |
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Exhibit “A” |
Form of Borrowing Request |
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Exhibit “B” |
Form of Compliance Certificate |
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Exhibit “C” |
[Remainder of this page intentionally left blank; signature page follows]
[Signature page to Supplement to Loan and Security Agreement]
IN WITNESS WHEREOF, the parties have executed this Supplement as of the date first above written.
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BORROWER: |
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MYOMO, INC. |
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By: |
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Name: |
David Henry |
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Title: |
Chief Financial Officer |
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Address for Notices: |
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45 Blue Sky Dr., Suite 101 |
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Burlington, MA 01803 |
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Attn: |
Chief Financial Officer |
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Email: |
[email protected] |
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[Signature page to Supplement to Loan and Security Agreement]
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AGENT: |
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AVENUE CAPITAL MANAGEMENT II, L.P. |
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By: |
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Avenue Capital Management II GenPar, LLC |
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Its: |
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General Patner |
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By: |
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/s/ Sonia Gardner |
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Name: |
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Sonia Gardner |
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Member |
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Address for Notices: |
11 West 42nd Street, 9th Floor New York, New York 10036 |
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Attn: Todd Greenbarg, Senior Managing Director; Chad Norman, Senior Portfolio Manager; Jeff Becker, Managing Director |
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Email: [email protected]; [email protected]; [email protected] Phone# 212-878-3523 |
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LENDER: |
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AVENUE VENTURE OPPORTUNITIES FUND II, L.P. |
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By: |
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Avenue Venture Opportunities Partners II, LLC |
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Its: |
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General Partner |
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By: |
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/s/ Sonia Gardner |
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Name: |
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Sonia Gardner |
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Title: |
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Authorized Signatory |
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Address for Notices: |
11 West 42nd Street, th Flor New York, New York 10036 |
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Attn: Todd Greenbarg, Senior Managing Director; Chad Norman, Senior Portfolio Manager; Jeff Becker, Managing Director |
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Email: [email protected]; [email protected]; [email protected] Phone# 212-878-3523 |
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Schedule I
Deposit Accounts
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Institution Name: |
******** |
********** |
********* |
********* |
*********** |
********** |
********** |
******** |
Address: |
********* |
********** |
********* |
********* |
********** |
********** |
*********** |
******** |
ABA No.: |
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Contact Name: |
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Phone No.: |
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E-mail: |
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Account Title: |
********* |
********** |
********* |
********** |
********** |
*********** |
*********** |
********* |
Account No.: |
********* |
********** |
********* |
********** |
*********** |
*********** |
*********** |
********* |
EXHIBIT “A”
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AS DEFINED BY SECTION 1273(A)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE, AMOUNT OF OID AND YIELD TO MATURITY OF THE NOTE MAY BE OBTAINED BY WRITING TO THE BORROWER AT ITS ADDRESS, 45 BLUE SKY DR., SUITE 101, BURLINGTON, MA. 01803, ATTENTION: DAVID HENRY, AT ITS TELEPHONE NUMBER: (617) 398-2435,OR BY EMAIL: [email protected].
FORM OF PROMISSORY NOTE
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Note No. X-XXX |
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$[_____] |
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November [•], 2025 |
The undersigned (“Borrower”) promises to pay to AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Lender”), at such place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of ______ Dollars ($______), with interest thereon from the date hereof until maturity, whether scheduled or accelerated, at a variable rate per annum equal to the greater of (A) the Prime Rate plus four and three quarters percent (4.75%) and (B) eleven and three quarters percent (11.75%) (the “Designated Rate”), according to the payment schedule described herein, except as otherwise provided herein. In addition, on the Maturity Date, the Borrower promises to pay to Lender (i) all principal and accrued interest then remaining unpaid and (ii) the Final Payment (as defined in the Loan Agreement (as defined herein)).
This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement, dated as of November 4, 2025, among Borrower, Lender, the other lender party thereto and Agent (as the same has been and may be amended, restated or supplemented from time to time, the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.
Principal of and interest on this Note shall be payable as provided under Section 3 of Part 2 of the Supplement to the Loan Agreement.
This Note may be prepaid only as permitted under Section 3 of Part 2 of the Supplement to the Loan Agreement.
Any unpaid payments of principal or interest on this Note shall bear interest from their respective maturities, whether scheduled or accelerated, at a rate per annum equal to the Default Rate, compounded monthly. Borrower shall pay such interest on demand.
Interest, charges and fees shall be calculated for actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day year were used. In no event shall Borrower be obligated to pay interest, charges or fees at a rate in excess of the highest rate permitted by applicable law from time to time in effect.
[If Borrower is late in making any scheduled payment under this Note by more than five (5) days, Borrower agrees to pay a “late charge” of five percent (5%) of the installment due, but not less than fifty dollars ($50) for any one such delinquent payment. This late charge may be charged by Lender for the purpose of defraying the expenses incidental to the handling of such delinquent amounts. Borrower acknowledges that such late charge represents a reasonable sum considering all of the circumstances existing on the date of this Note and represents a fair and reasonable estimate of the costs that will be sustained by Lender due to the failure of Borrower to make timely payments. Borrower further
agrees that proof of actual damages would be costly and inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid or to declare a default under this Note or any of the other Loan Documents or from exercising any other rights and remedies of Lender.]
[Signature page to Promissory Note]
This Note shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction.
Borrower’s execution and delivery of this Note via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall constitute effective execution and delivery of this Note and agreement to and acceptance of the terms hereof for all purposes. The fact that this Note is executed, signed, stored or delivered electronically shall not prevent the assignment or transfer by Lender of this Note pursuant to the terms of the Loan Agreement or the enforcement of the terms hereof. Physical possession of the original of this Note or any paper copy thereof shall confer no special status to the bearer thereof. In no event shall an original ink-signed paper copy of this Note be required for any exercise of Lender’s rights hereunder.
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MYOMO, INC. |
By: |
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Name: |
David Henry |
Title: |
Chief Financial Officer |
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EXHIBIT “B”
FORM OF BORROWING REQUEST
[DATE]
AVENUE CAPITAL MANAGEMENT II, L.P., as Agent
11 West 42nd Street, 9th
Floor New York, New York 10036
Re: MYOMO, INC.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, November 4, 2025 (as amended, restated or supplemented from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among Avenue Capital Management II, L.P. (“Agent”), as administrative agent and collateral agent (in such capacity, “Agent”), Avenue Venture Opportunities Fund II, L.P. (“Avenue 2” and together with each other lender from time to time party thereto, collectively, “Lenders”, and each a “Lender”), and Myomo, Inc. (“Borrower”).
The undersigned is the of Borrower and hereby requests on behalf of Borrower a Loan under the Loan Agreement as follows:
1.[The amount of the proposed Loan is Twelve Million Five Hundred Thousand Dollars ($12,500,000). The Borrowing Date of the proposed Loan is November [•], 2025 (the “Borrowing Date”).]2 [The amount of the proposed Loan is [ ] Dollars ($[ ]). The Borrowing Date of the proposed Loan is [ ] [ ], 20[ ] (the “Borrowing Date”).]3
4[(a) On the Borrowing Date,
2 To be included in the borrowing notice delivered on the Closing Date.
3 To be included in each borrowing notice delivered after the Closing Date.
4 To be included in the borrowing notice delivered on the Closing Date
(i) Avenue 2 will wire $[ ] less fees and expenses to be deducted on the Borrowing Date of (a) $131,250 in respect to the Commitment Fee, of which $43,750 has been paid to Avenue 2 prior to the date hereof, (b) $[ ] in respect to the interest fee, and (c) $[ ] in respect to the legal fees for net proceeds of $[ ],
to Borrower pursuant to the following wire instructions:
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Institution Name: |
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Address: |
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ABA No.: |
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Contact Name: |
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Phone No.: |
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E-mail: |
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Account Title: |
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Account No.: |
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(b)5On the Borrowing Date, in connection with the payoff, Avenue 2 will wire $[ ] to [ ] pursuant to the following wire instructions:
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Institution Name: |
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Address: |
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ABA No.: |
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Contact Name: |
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Phone No.: |
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E-mail: |
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Account Title: |
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Account No.: |
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5 To be completed with payoff wire instructions from Silicon Valley Bank payoff letter.
(c)On the Borrowing Date, Avenue 2 will wire $[ ] to Manatt, Phelps & Phillips, LLP for fees and expenses pursuant to the following wire instructions:
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Institution Name: |
************** |
ABA No.: |
******** |
Account Title: |
**************** |
Account No.: |
********** |
Reference: |
*************** |
Confirm remittance: |
***************** |
[On the Borrowing Date, Agent will wire $[ ] to Borrower pursuant to the following wire instructions:
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Institution Name: |
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Address: |
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ABA No.: |
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Contact Name: |
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Phone No.: |
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E-mail: |
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Account Title: |
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Account No.: |
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]6
6 To be included in each borrowing notice delivered after the Closing Date.
2.(i) No Default or Event of Default has occurred and is continuing or will immediately result from the making of the proposed Loan on the Borrowing Date, (ii) subject to the Schedule of Exceptions, the representations and warranties of Borrower contained in Article 3 of the Loan Agreement and Part 3 of the Supplement are true and correct in all material respects other than those representations and warranties expressly referring to a specific date which are true and correct in all material respects as of such date, and (iii) the conditions precedent described in Sections 4.1 and/or 4.2 of the Loan Agreement and Part 2 of the Supplement, as applicable, have been met.
3.No event has occurred and is continuing that has had or could reasonably be expected to have a Material Adverse Change.
4.Borrower’s most recent financial statements, financial projections or business plan dated , as reviewed by Borrower’s Board of Directors, are enclosed herewith in the event such financial statements, financial projections or business plan have not been previously provided to Agent.
[Signature page to Borrowing Request]
Borrower shall notify you promptly before the funding of the Loan if any of the matters to which I have certified above shall not be true and correct on the Borrowing Date.
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Very truly yours, |
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MYOMO, INC. |
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By: |
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Name: |
David Henry |
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Title: |
Chief Financial Officer |
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Address for Notices: |
45 Blue Sky Dr., Suite 101 |
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Burlington, MA 01803 |
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Attn: Chief Financial Officer |
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Email: [email protected] |
EXHIBIT “C”
FORM OF COMPLIANCE CERTIFICATE
AVENUE CAPITAL MANAGEMENT II, L.P., as Agent
11 West 42nd Street, 9th Floor
New York, New York 10036
Re: MYOMO, INC.
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, November 4, 2025 (as amended, restated or supplemented from time to time, the “Loan Agreement”; the capitalized terms used herein as defined therein), among Avenue Capital Management II, L.P. (“Agent”), as administrative agent and collateral agent (in such capacity, “Agent”), Avenue Venture Opportunities Fund II, L.P. (“Avenue 2” and together with each other lender from time to time party thereto, collectively, “Lenders”, and each a “Lender”), and Myomo, Inc. (“Borrower”).
The undersigned authorized representative of Borrower hereby certifies in such capacity that in accordance with the terms and conditions of the Loan Agreement, (i) no Default or Event of Default has occurred and is continuing, except as has been disclosed in accordance with Section 5.1(c) of the Loan Agreement or as otherwise noted below, and (ii) Borrower is in compliance for the financial reporting period ending with all required financial reporting under the Loan Agreement, except as noted below. Attached herewith are the required documents supporting the foregoing certification with respect to any, if applicable, financial covenants. The undersigned authorized representative of Borrower further certifies in such capacity that: (a) the accompanying financial statements have been prepared in accordance with Borrower’s past practices applied on a consistent basis, or in such manner as otherwise disclosed in writing to Agent, throughout the periods indicated; and (b) the financial statements fairly present in all material respects the financial condition and operating results of Borrower and its Subsidiaries, if any, as of the dates, and for the periods, indicated therein, subject to the absence of footnotes and normal year-end audit adjustments (in the case of interim monthly financial statements), except as explained below.
Please provide the following requested information and
indicate compliance status by circling (or otherwise indicating) Yes/No under “Included/Complies”:
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REPORTING REQUIREMENT |
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REQUIRED |
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INCLUDED/COMPLIES |
Balance Sheet & Income Statement |
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Monthly, within 30 days |
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YES / NO / N/A |
Cash Flow Statement |
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Quarterly, within 30 days |
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YES / NO / N/A |
Operating Budgets & 409(A) Valuations |
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As modified |
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YES / NO / N/A |
Updated Beneficial Ownership Table |
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As modified |
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YES / NO / N/A |
Annual Financial Statements |
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Annually, within 90 days of fiscal year-end |
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YES / NO / N/A |
Board Packages |
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As modified |
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YES / NO / N/A |
Board Approved Budget |
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Annually, within 60 days of fiscal year-end |
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YES / NO / N/A |
Date of most recent Board Approved Budget |
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Any change in Board Approved Budget since version most recently delivered to Agent |
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YES / NO / N/A |
If Yes, please attach |
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Date of most recent beneficial ownership table: |
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Any changes in beneficial ownership table since version most recently delivered to Agent?: |
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YES / NO / N/A |
If Yes, please attach a copy of latest beneficial ownership table |
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EQUITY & CONVERTIBLE NOTE FINANCINGS |
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Please provide the following information (if applicable) regarding Borrower’s most-recent equity and/or convertible note financing each time this Certificate is delivered to Agent |
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Date of Last Round Raised: _______________________ |
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Has there been any new financing since the last Compliance Certificate submitted? |
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YES / NO |
If “YES” please attach a copy of the Beneficial Ownership Table |
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Date Closed: Series: Per Share Price: $ Amount Raised: Post Money Valuation: __________________ |
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Any stock splits since date of last report? |
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YES / NO |
If yes, please provide any information on stock splits which would affect valuation: |
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Any dividends since date of last report? |
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YES / NO |
If yes, please provide any information on dividends which would affect valuation: |
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Any unusual terms? (i.e., Anti-dilution, multiple preference, etc.) |
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YES / NO |
If yes, please explain: |
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ACCOUNT CONTROL AGREEMENTS
Pursuant to Section 6.11 of the Loan Agreement, Borrower represents and warrants that: (i) as of the date hereof, it maintains only those deposit and investment accounts set forth below; and (ii) to the extent required by Section 6.11 of the Loan Agreement, a control agreement has been executed and delivered to Agent with respect to each such account [Note: If Borrower has established any new account(s) since the date of the last compliance certificate, please so indicate].
Deposit Accounts
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Name of Institution |
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Account Number |
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Control Agt. |
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Complies |
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New |
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In place? |
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Account |
1.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
2.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
3.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
4.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
5.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
6.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
7.) |
************* |
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************* |
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YES / NO |
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YES / NO |
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YES / NO |
Investment Accounts
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Name of Institution |
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Account Number |
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Control Agt. |
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New |
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In place? |
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Complies |
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Account |
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1.) |
None |
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YES / NO |
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YES / NO |
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YES / NO |
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2.) |
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YES / NO |
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YES / NO |
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YES / NO |
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3.) |
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YES / NO |
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YES / NO |
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YES / NO |
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4.) |
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YES / NO |
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YES / NO |
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YES / NO |
AGREEMENTS WITH PERSONS IN POSSESSION OF TANGIBLE COLLATERAL
Pursuant to Section 5.9(e) of the Loan Agreement, Borrower represents and warrants that: (i) as of the date hereof, tangible Collateral (other than inventory in the possession of Borrower’s employees or patients or demo equipment in the possession of employees or customers) is located at the addresses set forth below; and (ii) to the extent required by Section 5.9(e) of the Loan Agreement, a Waiver has been executed and delivered to Agent, or such Waiver has been waived by Agent, [Note: If Borrower has located Collateral at any new location since the date of the last compliance certificate, please so indicate].
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Location of Collateral |
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Value of Collateral at such |
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Waiver |
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Complies? |
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New |
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Locations |
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In place? |
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Location? |
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1.) |
None |
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$ |
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YES / NO |
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YES / NO |
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YES / NO |
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2.) |
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$ |
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YES / NO |
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YES / NO |
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YES / NO |
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3.) |
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$ |
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YES / NO |
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YES / NO |
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YES / NO |
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4.) |
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$ |
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YES / NO |
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YES / NO |
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YES / NO |
SUBSIDIARIES AND OTHER PERSONS
Pursuant to Section 6.14(a) of the Loan Agreement, Borrower represents and warrants that since the date of the last Compliance Certificate delivered to Agent: (i) as of the date hereof, it has directly or indirectly acquired or created, or it intends to directly or indirectly acquire or create, each Subsidiary or other Person described below; and (ii) if the acquisition has been consummated or Subsidiary created, to the extent required by the Loan Agreement, such Subsidiary or Person has been made a co-borrower under the Loan Agreement or a guarantor of the Obligations [Note: If Borrower has acquired or created any Subsidiary since the date of the last compliance certificate, please so indicate].
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Name: |
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Jurisdiction of formation or organization:7 |
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Co-borrower or guarantor? |
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Complies? |
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New Subsidiary or Person? |
1.) |
None |
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YES / NO |
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YES / NO |
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YES / NO |
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2.) |
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YES / NO |
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YES / NO |
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YES / NO |
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3.) |
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YES / NO |
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YES / NO |
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YES / NO |
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4.) |
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YES / NO |
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YES / NO |
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YES / NO |
7 Under the “Explanations” heading (see below) please include a description of such Subsidiary’s or Person’s fully diluted capitalization and Borrower’s purpose for its acquisition or creation of such Subsidiary if such information has not been previously furnished to Agent.
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FINANCIAL COVENANT |
REQUIRED |
INCLUDED/COMPLIES |
Minimum Cash |
$2,500,000 |
YES / NO |
L3M Revenue |
At least 75% of projected L3M Revenue |
YES / NO |
Cash Burn |
No more negative than 150% of the projected T6M Cash Burn |
YES / NO |
EXPLANATIONS |
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[Remainder of this page intentionally left blank; signature page follows]
7 Under the “Explanations” heading (see below) please include a description of such Subsidiary’s or Person’s fully diluted capitalization and Borrower’s purpose for its acquisition or creation of such Subsidiary if such information has not been previously furnished to Agent.
[Signature page to Compliance Certificate]
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Very truly yours, |
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MYOMO, INC. |
By: |
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Name: |
David Henry |
Title: |
Chief Financial Officer |
Myomo Reports Third Quarter 2025 Financial and Operating Results
Revenue of $10.1 million
229 authorizations and orders, highest number this year
Reiterates full year revenue guidance of $40 million to $42 million
Conference call begins today at 4:30pm Eastern time
BURLINGTON, Mass. (November 10, 2025) – Myomo, Inc. (NYSE American: MYO) (“Myomo” or the “Company”), a wearable medical robotics company that offers increased functionality for those suffering from neurological disorders and upper-limb paralysis, today reported financial results for the three and nine months ended September 30, 2025.
“Third quarter revenues were at the high end of our expectations, with International and U.S. orthotics and prosthetics ("O&P") revenues at record levels. Revenue increased while operating expenses decreased on a sequential basis, reflecting our focus on improving operating leverage," said Paul R. Gudonis, Myomo's Chairman and Chief Executive Officer. "We also achieved our strongest quarter of the year for authorizations and orders, while the marketing changes we implemented during the quarter contributed to a sequential decline in cost per pipeline add of 5%."
"We believe the key to lowering cost per pipeline add is strengthening relationships with the therapists and physicians that are integrated into the continuum of care our patients receive, while reducing our reliance on advertising for lead generation. Under this new program, called MyoConnect, which is expected to generate recurring patient referrals, our clinical team engages with therapists and physicians nationwide to expand the network of healthcare professionals who understand the benefits of the MyoPro. We view MyoConnect as a more scalable means of growing our patient pipeline, while reducing cost per pipeline add and improving pipeline quality, and we are encouraged by the early results," added Gudonis. "We are also seeing growth from the O&P channel as more clinicians add the MyoPro to their product offerings and begin building their own patient pipelines"
Recent Operational and Strategic Highlights:
•MyoPro Orders and Insurance Authorizations: The 229 MyoPro orders in Q3 represented the strongest quarter of the year, while revenue velocity increased as intra-quarter orders represented 57% of revenue units.
•Recurring Patient Sources: The Company's strategy to grow revenues from recurring sources — U.S. and International O&P providers and MyoConnect — is gaining traction, with record U.S. O&P and International revenue in the third quarter.
•Patient Pipeline and Marketing: 826 new candidates were added to the patient pipeline, up 28%, from Q3 2024, with a record 1,669 patients in the process of obtaining a MyoPro. Adjustments to the advertising media mix resulted in a 5% sequential decline in cost per pipeline add.
•Cost Reduction Projects Underway: Work has begun on several manufacturing cost reduction projects, which are expected to generate 200 basis points of gross margin improvement in the aggregate. Savings are expected to be fully realized starting in the third quarter of 2026.
•New Debt Financing Arrangement: On November 4, 2025, the Company entered into a Loan and Security Agreement (the "Facility") with Avenue Capital. $17.5 million is committed under the Facility, of which $12.5 million was funded at closing. $5.0 million is committed under a second tranche, which is available at the Company's discretion between November 2026 and May 2027 if certain conditions are met. The Company will pay interest only on the initial funding amount for a period of 18 months, after which, principal will be repaid in 24 equal monthly installments. Use of proceeds includes repayment of the borrowings outstanding under the credit facility with Silicon Valley Bank, fees and expenses associated with the transaction and for general corporate purposes. Please refer to our Current Report on Form 8-K filed today for more information. Pro forma for the funding provided under the new Facility, net of debt repayment, fees and expenses, the Company's cash balance was $20.1 million as of September 30, 2025.
Financial Results
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended September 30, |
|
Period-
to-Period
Change |
|
For the Nine Months
Ended September 30, |
|
Period-
to-Period
Change |
|
|
2025 |
|
2024 |
|
$ |
|
% |
|
2025 |
|
2024 |
|
$ |
|
% |
|
Revenue |
$ |
10,090,699 |
|
$ |
9,207,586 |
|
$ |
883,113 |
|
|
10 |
% |
$ |
29,574,746 |
|
$ |
20,482,742 |
|
$ |
9,092,004 |
|
|
44 |
% |
Cost of revenue |
|
3,648,451 |
|
|
2,262,031 |
|
|
1,386,420 |
|
|
61 |
% |
|
10,470,696 |
|
|
5,912,632 |
|
|
4,558,064 |
|
|
77 |
% |
Gross profit |
$ |
6,442,248 |
|
$ |
6,945,555 |
|
$ |
(503,307 |
) |
|
(7 |
)% |
$ |
19,104,050 |
|
$ |
14,570,110 |
|
$ |
4,533,940 |
|
|
31 |
% |
Gross margin % |
|
63.8 |
% |
|
75.4 |
% |
|
|
|
-11.6 |
% |
|
64.6 |
% |
|
71.1 |
% |
|
|
|
-6.5 |
% |
Revenue: Revenue for the third quarter of 2025 was $10.1 million, up 10% compared with the third quarter of 2024, reflecting an increase in the number of revenue units, offset by a lower average selling price ("ASP"). Myomo recognized revenue on 186 MyoPro units in the quarter, up 16% over the same period a year ago. ASP was approximately $54,200, down 5% versus the comparable period in the prior year, which was atypically high due to approximately $700,000 in insurance payments on revenue units recorded in prior periods. Effective with deliveries in the third quarter of 2024, revenue for patients Medicare Part B began to be recorded at delivery. Medicare Part B patients represented 54% of third quarter 2025 revenue. Year-to-date revenue was $29.6 million, up 44% compared with the same period in 2025.
Gross Margin: Gross margin for the third quarter of 2025 was 63.8%, compared with 75.4% for the third quarter of 2024. The decrease was driven primarily by a lower ASP, higher material, payroll and lease costs, and an unfavorable change in overhead absorption compared to the prior year quarter. Labor and overhead spending increases combined with lower absorption accounted for approximately 800 basis points of the gross margin decline. Year-to-date gross margin was 64.6%, compared with 71.1% for the same period in 2024.
Operating Expenses: Operating expenses for the third quarter of 2025 were $10.0 million, a decrease of 6% sequentially but an increase of 26% compared with the third quarter of 2024. The increase compared to the prior year period was primarily due to higher advertising spending to drive increased revenue and higher investments in research and development for an increasing number of product development activities. Cost per pipeline add was $2,589, down 5% sequentially. Year-to-date operating expenses were $30.7 million, an increase of 50% compared with the same period in 2024.
Operating and Net Loss: Operating loss for the third quarter of 2025 was $3.5 million, compared with an operating loss of $1.0 million for the third quarter of 2024. Year-to-date operating loss was $11.6 million, compared with an operating loss of $6.0 million for the same period in 2024. Net loss for the third quarter of 2025 was $3.7 million, or $0.09 per share, compared with a net loss of $1.0 million, or $0.03 per share, for the third quarter of 2024. Year-to-date net loss was $11.8 million, or $0.28 per share, compared with a net loss of $5.9 million, or $0.16 per share, for the same period in 2024.
Adjusted EBITDA: Adjusted EBITDA for the third quarter of 2025 was $(2.7) million, compared with $(0.6) million for the third quarter of 2024. Year-to-date Adjusted EBITDA was $(9.5) million, compared with $(5.3) million for the same period a year ago. A reconciliation of GAAP net loss to this non-GAAP financial measure appears below.
Cash, Cash Equivalents and Cash Flows: Cash, cash equivalents and short-term investments as of September 30, 2025 were $12.6 million. Cash used in operating activities was $1.8 million for the third quarter of 2025, compared with $1.5 million used in the third quarter of 2024.
Business Outlook
"We expect full year 2025 revenue within our previous guidance range of $40 million to $42 million, which represents an increase of more than 23% versus 2024," said Gudonis.
Conference Call and Webcast
Myomo will hold a conference call today at 4:30 p.m. Eastern time to discuss these results and answer questions. Participants are encouraged to pre-register for the call at this link. Callers who pre-register will receive a conference passcode and unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time up to and after the start of the call. Those unable to pre-register may participate by dialing 844-707-6932 (U.S.) or 412-317-9250 (International). A webcast of the call will also be available at Myomo’s Investor Relations page at http://ir.myomo.com/.
A replay of the webcast will be available beginning approximately one hour after the completion of the live conference call at http://ir.myomo.com/. A dial-in replay of the call will be available until November 24, 2025 at 855-669-9658 (U.S. and Canada toll-free) or 412-317-0088 (International), with passcode 4112515.
Non-GAAP Financial Measures
Myomo is providing financial information that has not been prepared in accordance with generally accepted accounting principles in the United States, or GAAP. This information includes Adjusted EBITDA. This non-GAAP financial measure is not in accordance with, or an alternative for, GAAP and may be different from similar non-GAAP financial measures used by other companies. Myomo believes the use of this non-GAAP financial measure provides supplementary information for investors to use in evaluating operating performance and in comparing Myomo’s financial measures with other companies in its industry, many of which present similar non-GAAP financial measures. Adjusted EBITDA is EBITDA adjusted for stock-based compensation expense. This non-GAAP financial measure is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP, and should be viewed in conjunction with GAAP financial measures. Investors are encouraged to review the reconciliation of this non-GAAP measure to its most directly comparable GAAP financial measure. A reconciliation of GAAP to the non-GAAP financial measures has been provided in the tables included as part of this press release.
About Myomo
Myomo, Inc. is a wearable medical robotics company that offers improved arm and hand function for those suffering from neurological disorders and upper-limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper-limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of certain patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury or other neuromuscular disease or injury. It is currently the only marketed device in the U.S. that, sensing a patient’s own EMG signals through non-invasive sensors on the arm, can restore an individual’s ability to perform activities of daily living, including feeding themselves, carrying objects and doing household tasks. Many are able to return to work, live independently and reduce their cost of care. Myomo is headquartered in Burlington, Massachusetts, with sales and
clinical professionals across the U.S. and representatives internationally. For more information, please visit www.myomo.com.
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company’s future business expectations, including expectations for fourth quarter and full year 2025 revenue, and the amount and timing of certain cost reduction actions which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors.
These factors include, among other things:
•our ability to obtain sufficient reimbursement from third-party payers for our products;
•our dependence on external sources for the financing of our operations;
•our ability to scale the business to achieve positive cash flow from operations;
•our revenue concentration with patients who carry Medicare Part B;
•our ability to continue normal operations and patient interactions without supply chain disruption in order to deliver and fit our custom-fabricated devices;
•our marketing and commercialization efforts;
•our ability to obtain and maintain our strategic collaborations and to realize the intended results of such collaborations;
•our ability to remediate the material weakness in our internal control over financial reporting;
•our expectations as to our product development programs, including improving our existing products and developing new products;
•our ability to maintain and grow our reputation and to achieve and maintain the market acceptance of our products;
•our expectations as to our clinical research program and clinical results;
•our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
•our ability to gain and maintain regulatory approvals;
•our ability to compete and succeed in a highly competitive and evolving industry; and
•general market, economic, environmental and social factors that may affect the evaluation, fitting, delivery and sale of our products to patients.
More information about these and other factors that potentially could affect our financial results is included in Myomo’s filings with the Securities and Exchange Commission, including those contained in the risk factors section of the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Although the forward-looking statements in this release of financial information are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material or adverse. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Contacts:
Myomo:
[email protected]
Alliance Advisors IR:
Tirth T. Patel
[email protected]
212-201-6614
(Tables follow)
MYOMO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months ended |
|
|
For the Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Revenue |
|
$ |
10,090,699 |
|
|
$ |
9,207,586 |
|
|
$ |
29,574,746 |
|
|
$ |
20,482,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
3,648,451 |
|
|
|
2,262,031 |
|
|
|
10,470,696 |
|
|
|
5,912,632 |
|
Gross profit |
|
|
6,442,248 |
|
|
|
6,945,555 |
|
|
|
19,104,050 |
|
|
|
14,570,110 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
1,527,660 |
|
|
|
1,248,870 |
|
|
|
5,319,015 |
|
|
|
3,212,309 |
|
Selling, clinical and marketing |
|
|
5,254,246 |
|
|
|
3,401,182 |
|
|
|
14,883,936 |
|
|
|
8,540,161 |
|
General and administrative |
|
|
3,177,856 |
|
|
|
3,253,056 |
|
|
|
10,529,188 |
|
|
|
8,779,024 |
|
|
|
|
9,959,762 |
|
|
|
7,903,108 |
|
|
|
30,732,139 |
|
|
|
20,531,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(3,517,514 |
) |
|
|
(957,553 |
) |
|
|
(11,628,089 |
) |
|
|
(5,961,384 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense (income), net |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (income), net |
|
|
9,743 |
|
|
|
(76,020 |
) |
|
|
(288,797 |
) |
|
|
(318,555 |
) |
|
|
|
9,743 |
|
|
|
(76,020 |
) |
|
|
(288,797 |
) |
|
|
(318,555 |
) |
Loss before income taxes |
|
|
(3,527,257 |
) |
|
|
(881,533 |
) |
|
|
(11,339,292 |
) |
|
|
(5,642,829 |
) |
Income tax expense |
|
|
135,658 |
|
|
|
84,876 |
|
|
|
420,654 |
|
|
|
280,819 |
|
Net loss |
|
$ |
(3,662,915 |
) |
|
$ |
(966,409 |
) |
|
$ |
(11,759,946 |
) |
|
$ |
(5,923,648 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
42,168,120 |
|
|
|
37,950,515 |
|
|
|
41,737,724 |
|
|
|
37,359,366 |
|
Net loss per share attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.09 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.16 |
) |
MYOMO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2025 |
|
|
2024 |
|
|
|
(unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
12,553,558 |
|
|
$ |
24,372,373 |
|
Short-term investments |
|
|
— |
|
|
|
492,990 |
|
Accounts receivable, net |
|
|
5,292,520 |
|
|
|
3,825,291 |
|
Inventories, net |
|
|
3,645,314 |
|
|
|
3,165,965 |
|
Prepaid expenses and other current assets |
|
|
1,457,595 |
|
|
|
933,377 |
|
Total Current Assets |
|
|
22,948,987 |
|
|
|
32,789,996 |
|
Restricted cash |
|
|
375,000 |
|
|
|
375,000 |
|
Operating lease assets with right of use |
|
|
6,870,283 |
|
|
|
7,584,663 |
|
Equipment, net |
|
|
3,714,810 |
|
|
|
1,330,008 |
|
Other assets |
|
|
168,350 |
|
|
|
164,412 |
|
Total Assets |
|
$ |
34,077,430 |
|
|
$ |
42,244,079 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
|
6,668,162 |
|
|
|
9,021,817 |
|
Current operating lease liability |
|
|
464,239 |
|
|
|
748,021 |
|
Income taxes payable |
|
|
351,974 |
|
|
|
318,885 |
|
Deferred revenue |
|
|
134,750 |
|
|
|
83,115 |
|
Current portion long-term debt |
|
|
583,333 |
|
|
|
— |
|
Revolving credit line |
|
|
1,000,000 |
|
|
|
— |
|
Total Current Liabilities |
|
|
9,202,458 |
|
|
|
10,171,838 |
|
Non-current operating lease liability |
|
|
7,832,722 |
|
|
|
7,358,184 |
|
Long-term debt |
|
|
2,416,667 |
|
|
|
— |
|
Total Liabilities |
|
|
19,451,847 |
|
|
|
17,530,022 |
|
Commitments and Contingencies |
|
|
— |
|
|
|
— |
|
Stockholders’ Equity: |
|
|
|
|
|
|
Preferred stock |
|
|
— |
|
|
|
— |
|
Common stock |
|
|
3,843 |
|
|
|
3,439 |
|
Additional paid-in capital |
|
|
129,365,034 |
|
|
|
127,846,026 |
|
Accumulated other comprehensive income |
|
|
137,653 |
|
|
|
(14,406 |
) |
Accumulated deficit |
|
|
(114,874,483 |
) |
|
|
(103,114,538 |
) |
Treasury stock, at cost |
|
|
(6,464 |
) |
|
|
(6,464 |
) |
Total Stockholders’ Equity |
|
|
14,625,583 |
|
|
|
24,714,057 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
34,077,430 |
|
|
$ |
42,244,079 |
|
MYOMO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
2025 |
|
|
2024 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
Net loss |
|
$ |
(11,759,946 |
) |
|
$ |
(5,923,648 |
) |
Adjustments to reconcile net loss to net cash used in operations: |
|
|
|
|
|
|
Depreciation |
|
|
596,091 |
|
|
|
114,346 |
|
Stock-based compensation |
|
|
1,519,083 |
|
|
|
552,580 |
|
Accretion of discount on short-term investments |
|
|
(24,708 |
) |
|
|
— |
|
Credit losses |
|
|
155,422 |
|
|
|
5,257 |
|
Inventory reserves |
|
|
32,558 |
|
|
|
— |
|
Amortization of deferred offering costs |
|
|
91,051 |
|
|
|
— |
|
Amortization of right-of-use assets |
|
|
714,379 |
|
|
|
196,592 |
|
Other non-cash charges |
|
|
49,924 |
|
|
|
84,180 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts receivable |
|
|
(1,111,217 |
) |
|
|
(1,116,352 |
) |
Inventories |
|
|
(1,018,876 |
) |
|
|
(1,573,193 |
) |
Prepaid expenses and other current assets |
|
|
(956,856 |
) |
|
|
(614,951 |
) |
Other assets |
|
|
6,514 |
|
|
|
(16,640 |
) |
Accounts payable and accrued expenses |
|
|
(1,899,337 |
) |
|
|
1,895,795 |
|
Income taxes payable |
|
|
(7,429 |
) |
|
|
202,137 |
|
Operating lease liabilities |
|
|
190,756 |
|
|
|
(366,675 |
) |
Deferred revenue |
|
|
51,636 |
|
|
|
23,460 |
|
Net cash used in operating activities |
|
|
(13,370,955 |
) |
|
|
(6,655,632 |
) |
CASH USED IN INVESTING ACTIVITIES |
|
|
(2,463,748 |
) |
|
|
1,613,180 |
|
CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
3,913,494 |
|
|
|
5,162,409 |
|
Effect of foreign exchange rate changes on cash |
|
|
102,394 |
|
|
|
6,412 |
|
|
|
|
|
|
|
|
'Net (decrease) increase in cash and cash equivalents and restricted cash |
|
|
(11,818,815 |
) |
|
|
126,369 |
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
24,747,373 |
|
|
|
6,871,306 |
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
12,928,558 |
|
|
$ |
6,997,675 |
|
MYOMO, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months
Ended September 30, |
|
|
For the Nine Months
Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
GAAP net loss |
|
$ |
(3,662,915 |
) |
|
$ |
(966,409 |
) |
|
$ |
(11,759,946 |
) |
|
$ |
(5,923,648 |
) |
Adjustments to reconcile to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
9,743 |
|
|
|
(76,020 |
) |
|
|
(288,797 |
) |
|
|
(318,555 |
) |
Depreciation expense |
|
|
246,850 |
|
|
|
48,682 |
|
|
|
596,091 |
|
|
|
114,346 |
|
Stock-based compensation |
|
|
583,991 |
|
|
|
324,185 |
|
|
|
1,519,083 |
|
|
|
552,580 |
|
Income tax expense |
|
|
135,658 |
|
|
|
84,876 |
|
|
|
420,654 |
|
|
|
280,819 |
|
Adjusted EBITDA |
|
$ |
(2,686,673 |
) |
|
$ |
(584,686 |
) |
|
$ |
(9,512,915 |
) |
|
$ |
(5,294,458 |
) |
# # #
