MYO 8-K
Myomo, Inc. (MYO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
On November 4, 2025 (the “Closing Date”), Myomo, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan and Security Agreement”), with Avenue Capital Management II, L.P., as administrative agent and collateral agent (the “Agent”) and Avenue Venture Opportunities Fund II, L.P., as a lender (the “Lender”). Also on November 4, 2025, the Company entered into a Supplement to the Loan and Security Agreement (the “Supplement” and together with the Loan and Security Agreement, the “Loan Agreement”) with the Agent and the Lender.
The Loan Agreement provides for committed term loans in an aggregate principal amount of up to $17.5 million with (a) $12.5 million funded on the Closing Date (“Tranche 1”) and (b) up to $5.0 million to be funded at any time between November 4, 2026 and May 4, 2027, so long as no default or event of default has occurred and is continuing. Upon the mutual agreement of the Company and the Lender, the Lender may make additional term loans of up to an additional $10.0 million (the “Discretionary Tranche 3” and collectively with Tranche 1 and Tranche 2, the “Loans”), to be funded between January 1, 2027 and December 31, 2027, as the Company and the Lenders may mutually agree. The Loans bear interest at an annual rate equal to the sum of 4.75% and the prime rate as reported in The Wall Street Journal, subject to a prime floor equal to The Wall Street Journal prime rate on Closing Date. The maturity date of the Loans is June 1, 2029 (the “Maturity Date”).
The Company will make interest only payments on the Loans until the 18-month anniversary of the Closing Date, subject to a 6-month extension if the funding of Tranche 2 has occurred. The Loan principal is repayable in equal monthly installments from the end of interest only period to the Maturity Date.
The Company may, at its option at any time, prepay the Loans in their entirety by paying the then outstanding principal balance and all accrued and unpaid interest on the Loans, subject to a prepayment fee equal to(i) 3.0% of the principal amount outstanding if the prepayment occurs on or prior to the first anniversary following the Closing Date, (ii) 2.0% of the principal amount outstanding if the prepayment occurs after the first anniversary following the Closing Date, but on or prior to the second anniversary following the Closing Date, and (iii) 1.0% of the principal amount outstanding if the prepayment occurs after the second anniversary following the Closing Date. A final payment fee of 3.25% of the principal amount of the Loans (subject to certain reductions), is also due upon the Maturity Date or earlier date of prepayment of the Loans. The Loan is secured by a lien upon and security interest in all of the Company’s assets, including intellectual property, in which the Agent is granted senior secured lien.
Pursuant to the Loan Agreement, the Company is subject to certain financial covenants requiring the Company to (i) maintain at all times $2.5 million in unrestricted cash, (ii) achieve at least 75% of its trailing three-month projected revenue and (iii) achieve cash burn for the trailing six months of no more than the greater of 150% of its projected cash burn, or $2.0 million. The Loan Agreement contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes. The Loan Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence of an event of default, the Agent may (i) accelerate payment of all obligations, impose an increased rate of interest, and terminate the Lender’s commitments under the Loan Agreement and (ii) exercise any other right or remedy provided by contract or applicable law.
Pursuant to the Loan Agreement, the Lender also has the right to convert up to $3.0 million of the outstanding principal of Tranche 1 and up to $1.0 million of the outstanding principal of Tranche 2 into shares of Company common stock (the “Conversion Securities”) at a price per share equal to 120% of the exercise price of the Warrant (further discussed below) at any time while the Loans are outstanding, subject to certain terms and conditions, including ownership limitations.
In addition, subject to applicable law, the Lender may participate in certain equity financing transactions of the Company in an aggregate amount of up to $1.0 million on the same terms, conditions and pricing offered by the Company to other investors participating in such financing transaction (such right, the “Participation Right”). The Participation Right terminates upon the earlier of the Maturity Date and the repayment in full of all of the obligations under the Loan Agreement.
The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Loan and Security Agreement and the Supplement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Warrant
On the Closing Date and pursuant to the funding of Tranche 1 under the Loan Agreement, the Company issued to the Lender a warrant to purchase up to $1,312,500 worth of shares of the Company’s common stock (the “Warrant”). The Warrant expires on November 4, 2030 (the “Expiration Date”) and has an exercise price per share equal to the lesser of (i) $0.96 and (ii) the price per share of the Company’s next bona fide round of equity financing before June 30, 2026 for the purposes of raising capital. In addition, upon a change of control, the Lender is entitled to receive the shares of common stock underlying the Warrant without payment of the exercise price.
The Lender may exercise the Warrant at any time, or from time to time up to and including the Expiration Date, by making a cash payment equal to the exercise price multiplied by the quantity of shares. The Lender may also exercise the Warrant on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the Warrant. The Warrant is subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits.
The Warrant was offered and sold by the Company in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the text of the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2025, Myomo, Inc, (the "Company") announced its financial results for the third quarter ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K regarding the Loan and Security Agreement is incorporated by reference into this Item 2.03.
Item 3.02. |
Unregistered Sales of Equity Securities. |
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The offer and sale of the Conversion Securities, the Warrant and the shares of the Company’s common stock underlying the Warrant have not been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
Item 9.01.
(d) Exhibits
Exhibit No. |
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Description |
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4.1 |
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10.1 |
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10.2* |
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99.1 |
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Press release issued by Myomo, Inc. on November 10, 2025, furnished herewith. |
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The cover page from the Company’s Form 8-K dated November 10, 2025, formatted in Inline XBRL |
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* Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10) of Regulation S-K under the Securities Act because they are both not material and are the type that the registrant treats as private or confidential. The registrant undertakes to furnish an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MYOMO, INC. |
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Date: |
November 10, 2025 |
By: |
/s/ David A. Henry |
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David A. Henry |
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:
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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.
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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.
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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.
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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.
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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.
Company; or
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.
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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.
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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.
[Remainder of this page intentionally left blank; signature page follows]
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[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:
, whose address is .
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:
Exhibit 10.1
LOAN AND SECURITY AGREEMENT
Dated as of November 4, 2025 among
MYOMO, INC.,
a Delaware corporation (“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 II, L.P.,
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”)
LOAN AND SECURITY AGREEMENT
Borrower, Lenders and Agent have entered or anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
Accordingly, the parties agree as follows:
ARTICLE 1 - INTERPRETATION
ARTICLE 2 - THE COMMITMENT AND LOANS
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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that, except as set forth in the Supplement or the Schedule of Exceptions hereto, if any, as of the Closing Date and each Borrowing Date:
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ARTICLE 4 - CONDITIONS PRECEDENT
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ARTICLE 5 - AFFIRMATIVE COVENANTS
During the term of this Agreement and until its performance of all Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of this Agreement), Borrower will:
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ARTICLE 6 - NEGATIVE COVENANTS
During the term of this Agreement and until the performance of all Obligations (other than inchoate indemnity or reimbursement obligations or other obligations which, by their terms, survive termination of this Agreement), Borrower will not:
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ARTICLE 7 - EVENTS OF DEFAULT
(iv) Borrower shall take any corporate action for the purpose of effecting, approving, or consenting to any of the foregoing.
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ARTICLE 8 - SPECIAL COLLATERAL PROVISIONS
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ARTICLE 9 - GENERAL PROVISIONS
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ARTICLE 10 - AGENCY.
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ARTICLE 11 - DEFINITIONS
The definitions appearing in this Agreement or any Supplement shall be applicable to both the singular and plural forms of the defined terms:
“Account” means any “account,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and, in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) now owned or hereafter received or acquired by or belonging or owing to Borrower (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services rendered by Borrower or from any other transaction, whether or not the same involves the sale of goods or services by Borrower (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of Borrower’s rights in, to and under all purchase orders or receipts now owned or hereafter acquired by it for goods or services, and all of Borrower’s rights to any goods represented by any of the foregoing (including, without limitation, unpaid seller’s rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by Borrower or in connection with any other transaction (whether or not yet earned by performance on the part of Borrower), now in
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existence or hereafter occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing.
“Account Control Agreement” means any control agreement entered into among the depository institution at which a Borrower or any (Subsidiary guarantor of the Obligations) maintains a Deposit Account or the securities intermediary or commodity intermediary at which a Borrower or any (Subsidiary guarantor of the Obligations) maintains a Securities Account or a Commodity Account, pursuant to which Agent, for the benefit of Lenders, obtains control (within the meaning of the UCC over such Deposit Account, Securities Account, or Commodity Account; provided that, unless otherwise expressly agreed to after the Closing Date, any such control agreement shall only require and provide for customary “springing” control.
“Affiliate” means any Person which directly or indirectly controls, is controlled by, or is under common control with Borrower. “Control,” “controlled by” and “under common control with” mean direct or indirect possession of the power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise); provided, that control shall be conclusively presumed when any Person or affiliated group directly or indirectly owns ten percent (10%) or more of the securities having ordinary voting power for the election of directors of a corporation.
“Agreement” means this Loan and Security Agreement and each Supplement thereto, as each may be amended or supplemented from time to time.
“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.
“Basic Interest” means the rate of interest payable on the outstanding balance of each Loan at the applicable Designated Rate.
“Board Approved Budget” means the budget approved by the Board of the Borrower and delivered to Agent in accordance with Section 5.2(e); provided that, in the event the Borrower delivers updated budget that have been approved by the Board of the Borrower, subject to the consent of Avenue (such consent not to be unreasonably withheld, conditioned or delayed), such updated budget shall constitute Board Approved Budget and shall replace the then current Board Approved Budget for purposes of determining the financial covenants set forth in Sections 5.12(b) and (c).
“Borrowing Date” means the Business Day on which the proceeds of a Loan are disbursed by any Lender.
“Borrowing Request” means a written request from Borrower in substantially the form of Exhibit “B” to the Supplement, requesting the funding of one or more Loans on a particular Borrowing Date.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or San Francisco are authorized or required by law to close.
“Cash Burn” means Borrower’s consolidated cash flow from operations and capital expenditures, each as determined in accordance with GAAP.
“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) certificates of deposit issued maturing no more than one
(1) year after issue; (d) money market funds at least 95.0% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of this definition and (e) “Eligible Investments” as such term is defined in the Investment Policy.
“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.
“Change of Control” means: (a) any sale, license, or other disposition of all or substantially all of the assets of Borrower; (b) any reorganization, consolidation, merger or other transaction involving Borrower where Borrower is not the surviving entity; or (c) any transaction or series of related transactions in which any Person or group of two or more Persons acting in concert shall have acquired by contract or otherwise, the power to control the management of Borrower, or to control the equity interests of Borrower entitled to vote for members of the Board of Directors or equivalent governing body of Borrower on a fully-diluted basis (and taking into account all such securities that such Person or Persons have the right to acquire pursuant to any option right) representing 50%
25
or more of the combined voting power of such securities (other than in connection with a public offering or a sale to recognized venture capital investors in a transaction or series of transactions effected by Borrower for financing purposes, so long as Borrower identifies to Agent and each Lender the venture capital investors prior to the closing of the transaction and provides Agent and each Lender with a description of the material terms of such transaction).
“Chattel Paper” means any “chattel paper,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Closing Date” means the date of this Agreement.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” means all of Borrower’s right, title and interest in and to the following property, whether now owned or hereafter acquired and wherever located: (a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all General Intangibles; (e) all Inventory; (f) all Investment Property; (g) all Deposit Accounts; (h) all Shares; (i) all other Goods and personal property of Borrower, whether tangible or intangible and whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; (j) all Records; and (k) all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.
Notwithstanding the foregoing the term “Collateral” shall not include: (i) if Borrower demonstrates, to Agent’s reasonable satisfaction, a present and existing adverse tax consequence from a grant of one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities entitled to vote owned or held of record by Borrower in any Subsidiary that is a CFC, more than sixty-five percent (65%) of such capital stock, membership units or other securities, provided that in all instances the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting capital stock of such Subsidiary; (ii) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent to use” trademarks would be contrary to applicable law; or (iii) any contract, Instrument or Chattel Paper in which Borrower has any right, title or interest if and to the extent such contract, Instrument or Chattel Paper includes a provision containing a restriction on assignment such that the creation of a security interest in the right, title or interest of Borrower therein would be prohibited and would, in and of itself, cause or result in a default thereunder enabling another person party to such contract, Instrument or Chattel Paper to enforce any remedy with respect thereto; provided, however, that the foregoing exclusion shall not apply if (A) such prohibition has been waived or such other person has otherwise consented to the creation hereunder of a security interest in such contract, Instrument or Chattel Paper, or (B) such prohibition would be rendered ineffective pursuant to Sections 9-407(a) or 9-408(a) of the UCC, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the Bankruptcy Code or principles of equity); provided, further, that immediately upon the ineffectiveness, lapse or termination of any such provision, the term “Collateral” shall include, and Borrower shall be deemed to have granted a security interest in, all its rights, title and interests in and to such contract, Instrument or Chattel Paper as if such provision had never been in effect; and provided further that the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect Agent’s unconditional continuing security interest in and to all rights, title and interests of Borrower in or to any payment obligations or other rights to receive monies due or to become due under any such contract, Instrument or Chattel Paper and in any such monies and other proceeds of such contract, Instrument or Chattel Paper; (iv) any property (including any accessions, additions, replacements or substitutions) subject to a Permitted Lien under clause (c) of the definition of Permitted Lien if the Borrower is prohibited from granting a security interest in such property, provided, that immediately upon the lapse or termination of any such provision, the term “Collateral” shall include, and Borrower shall be deemed to have granted a security interest in, all its rights, title and interests in and to such property; or (v) any Excluded Account (clauses (i) through (v), “Excluded Property”).
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“Commitment” means the obligation of each Lender to make Loans to Borrower up to the aggregate principal amount set forth in the Supplement.
“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Copyrights” means all of the following now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest: (i) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof or of any other country; (ii) all registrations, applications and recordings in the United States
Copyright Office or in any similar office or agency of the United States, any State thereof or any other country; (iii) all continuations, renewals or extensions thereof; and
(iv) any registrations to be issued under any pending applications.
“Default” means an event which with the giving of notice, passage of time, or both would constitute an Event of Default.
“Default Rate” means the applicable Designated Rate plus five percent (5%) per annum.
“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Designated Rate” means the rate of interest per annum described in the Supplement as being applicable to an outstanding Loan from time to time.
“Documents” means any “documents,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Dollars” or “$” means lawful currency of the United States.
“Environmental Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any governmental authorities, in each case relating to environmental, health, or safety matters.
“Equipment” means any “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.
“Event of Default” means any event described in Section 7.1.
“Excluded Account” has the meaning specified in Section 6.11.
“Excluded Property” has the meaning specified in the definition of “Collateral.”
“Fixtures” means any “fixtures,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“GAAP” means generally accepted accounting principles and practices consistent with those principles and practices promulgated or adopted by the Financial Accounting Standards Board and the Board of the American Institute of Certified Public Accountants, their respective predecessors and successors. Each accounting term used but not otherwise expressly defined herein shall have the meaning given it by GAAP.
“General Intangibles” means any “general intangibles,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and, in any event, shall include, without limitation, all right, title and interest that Borrower may now or hereafter have in or under any contract, all customer lists, Copyrights, Trademarks, Patents, websites, domain names, and all applications therefor and reissues, extensions, or renewals thereof, other items of, and rights to, Intellectual Property, interests in partnerships, joint ventures and other business associations, Licenses, permits, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, recipes, experience, processes, models, drawings, materials and records, goodwill (including, without limitation, the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License), claims in or under insurance policies, including unearned
27
premiums, uncertificated securities, money, cash or cash equivalents, deposit, checking and other bank accounts, rights to sue for past, present and future infringement of Copyrights, Trademarks and Patents, rights to receive tax refunds and other payments and rights of indemnification.
“Goods” means any “goods,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Indebtedness” of any Person means at any date, without duplication and without regard to whether matured or unmatured, absolute or contingent: (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business; (iv)
all obligations of such Person as lessee under capital leases; (v) all obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance, or similar instrument, whether drawn or undrawn; (vi) all obligations of such Person to purchase securities which arise out of or in connection with the sale of the same or substantially similar securities; (vii) all mandatory obligations of such Person to purchase, redeem, exchange, convert or otherwise acquire for value any capital stock of such Person or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, prior to the date that is ninety one (91) days following the maturity of Obligations under this Agreement, in each case, except to the extent that such obligations remain performable solely at the option of such Person; (viii) all obligations to repurchase assets previously sold (including any obligation to repurchase any accounts or chattel paper under any factoring, receivables purchase, or similar arrangement); (ix) obligations of such Person under interest rate swap, cap, collar or similar hedging arrangements; and (x) all obligations of others of any type described in clause (i) through clause (ix) above guaranteed by such Person.
“Insolvency Proceeding” means with respect to a Person (a) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors with respect to such Person, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors, undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code, but in each case, excluding any avoidance or similar action against such Person commenced by an assignee for the benefit of creditors, bankruptcy trustee, debtor in possession, or other representative of another Person or such other Person’s estate.
“Instruments” means any “instrument,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Intellectual Property” means all of Borrower’s Copyrights, Trademarks, Patents, Licenses, trade secrets, source codes, customer lists, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, skill, expertise, experience, processes, models, drawings, materials, records and goodwill associated with the foregoing.
“Intellectual Property Security Agreement” means any Intellectual Property Security Agreement executed and delivered by Borrower in favor of Agent, as the same may be amended, supplemented, or restated from time to time.
“Inventory” means any “inventory,” as such term is defined in the UCC, wherever located, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest, and, in any event, shall include, without limitation, all inventory, goods and other personal property that are held by or on behalf of Borrower for sale or lease or are furnished or are to be furnished under a contract of service or that constitute raw materials, work in process or materials used or consumed or to be used or consumed in Borrower’s business, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not the same is in transit or in the constructive, actual or exclusive possession of Borrower or is held by others for Borrower’s account, including, without limitation, all goods covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all such property that may be in the possession or custody of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other Persons.
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“Investment Policy” means the Borrower’s investment policy (including the investment policy effective as of the Closing Date a copy of which has been provided to Agent prior to the Closing Date), as amended from time to time, provided that such Investment Policy (and any amendment thereto) has been approved by Borrower’s Board of Directors and furnished to Agent.
“Investment Property” means any “investment property,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Letter of Credit Rights” means any “letter of credit rights,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest, including any right to payment under any letter of credit.
“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest and any renewals or extensions thereof.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and the filing of any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the UCC or comparable law of any jurisdiction.
“Loan” means an extension of credit by each Lender under this Agreement.
“Loan Documents” means, individually and collectively, this Loan and Security Agreement, each Supplement, each Note, the Intellectual Property Security Agreement, and any other security or pledge agreement(s), any Warrant issued by Borrower in connection with this Agreement, any Account Control Agreement and all other contracts, instruments, addenda and documents executed in connection with this Agreement or the extensions of credit which are the subject of this Agreement.
“L3M Revenue” means, as of the last day of any calendar month, Borrower’s Revenue (as defined in the Supplement) for the trailing three (3) month period ending on such date.
“Material Adverse Effect” or “Material Adverse Change” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, or financial condition of Borrower; (b) a material impairment of the ability of Borrower to perform under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Borrower of any Loan Document.
“Myomo Germany” means Myomo Europe GmbH, a wholly-owned Subsidiary of Borrower and organized in Germany.
“Note” means a promissory note substantially in the form attached to the Supplement as Exhibit “A”, executed by Borrower evidencing each Loan.
“Obligations” means all debts, obligations and liabilities of Borrower to each Lender or Agent now or hereafter made, incurred or created under, pursuant to or in connection with this Agreement or any other Loan Document (other than the Warrants), whether voluntary or involuntary and however arising or evidenced, whether direct or acquired by such Lender or Agent by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether Borrower may be liable individually or jointly, or whether recovery upon such debt may be or become barred by any statute of limitations or otherwise unenforceable; and all renewals, extensions and modifications thereof; and all reasonable documented out of pocket attorneys’ fees and costs incurred by Lenders and Agent in connection with the collection and enforcement thereof as provided for in any such Loan Document.
“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Patents” means all of the following property now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest: (a) all letters patent of, or rights corresponding thereto in, the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights
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corresponding thereto in, the United States or any other country, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country; (b) all reissues, continuations, continuations-in-part or extensions thereof; (c) all petty patents, divisionals, and patents of addition; and (d) all patents to be issued under any such applications.
“Permitted Indebtedness” means:
“Permitted Investment” means:
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pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors, limited to an aggregate total of Two Hundred Fifty Thousand Dollars ($250,000) at any time outstanding;
“Permitted Lien” means:
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“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).
“Proceeds” means “proceeds,” as such term is defined in the UCC and, in any event, shall include, without limitation, (a) any and all Accounts, Chattel Paper, Instruments, cash or other forms of money or currency or other proceeds payable to Borrower from time to time in respect of the Collateral, (b) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Borrower from time to time with respect to any of the Collateral, (c) any and all payments (in any form whatsoever) made or due and payable to Borrower from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any Person acting under color of governmental authority), (d) any claim of Borrower against third parties (i) for past, present or future infringement of any Copyright, Patent or
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Patent License or (ii) for past, present or future infringement or dilution of any Trademark or Trademark License or for injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License and (e) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.
“Receivables” means all of Borrower’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, and letters of credit and Letter of Credit Rights.
“Records” means all Borrower’s computer programs, software, hardware, source codes and data processing information, all written documents, books, invoices, ledger sheets, financial information and statements, and all other writings concerning Borrower’s business.
“Related Person” means any Affiliate of Borrower, or any officer, employee, director or equity security holder of Borrower or any Affiliate.
“Required Lenders” means the Lenders holding at least sixty six percent (66%) of the aggregate principal balance of the Loans.
“Rights to Payment” means all Borrower’s accounts, instruments, contract rights, documents, chattel paper and all other rights to payment, including, without limitation, the Accounts, all negotiable certificates of deposit and all rights to payment under any Patent License, any Trademark License, or any commercial or standby letter of credit.
“SEC” shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.
“Security Documents” means this Loan and Security Agreement, the Supplement hereto, the Intellectual Property Security Agreement, and any and all Account Control Agreements, collateral assignments, chattel
mortgages, financing statements, amendments to any of the foregoing and other documents from time to time executed or filed to create, perfect or maintain the perfection of Agent’s Liens on the Collateral.
“Shares” means: (a) one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by Borrower in any Subsidiary that is not a CFC, and (b) 65% of the issued and outstanding capital stock, membership units or other securities entitled to vote owned or held of record by Borrower in any Subsidiary that is a CFC.
“Subordinated Debt” means Indebtedness (i) approved by Required Lenders; and (ii) where the holder’s right to payment of such Indebtedness, the priority of any Lien securing the same, and the rights of the holder thereof to enforce remedies against Borrower following default have been made subordinate to the Liens of Agent and to the prior payment to each Lender of the Obligations, either (A) pursuant to a written subordination agreement approved by Required Lenders in their sole but reasonable discretion or (B) on terms otherwise approved by Required Lenders in their sole but reasonable discretion.
“Subsidiary” means any Person a majority of the equity ownership or voting stock of which is directly or indirectly now owned or hereafter acquired by Borrower or by one or more other Subsidiaries.
“Supplement” means that certain supplement to the Loan and Security Agreement, as the same may be amended or restated from time to time, and any other supplements entered into between Borrower, Agent and each Lender, as the same may be amended or restated from time to time.
“Supporting Obligations” means any “supporting obligations,” as such term is defined in the UCC, now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
“Termination Date” has the meaning specified in the Supplement.
“Threshold Amount” has the meaning specified in the Supplement.
“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest.
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“Trademarks” means all of the following property now owned or hereafter acquired by Borrower or in which Borrower now holds or hereafter acquires any interest: (a) all trademarks, tradenames, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and any applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof and (b) reissues, extensions or renewals thereof.
“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of California; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of California, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. Unless otherwise defined herein, terms that are defined in the UCC and used herein shall have the meanings given to them in the UCC.
“Warrant” has the meaning specified in the Supplement.
[Signature page follows]
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[Signature page to Loan and Security Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
BORROWER: |
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MYOMO, INC. |
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By: |
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Name: |
David Henry |
Title: |
Chief Financial Officer |
{Signature page to Loan and Security Agreement}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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 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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Member |
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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 ll, 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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Schedules to
Loan and Security Agreement dated as of November 4, 2025 among
MYOMO, INC.
and
Avenue Capital Management II, L.P., as Agent and
the Lenders from time to time party thereto
Schedule of Exceptions
None.
Schedule 6.1. Permitted Indebtedness
None.
Schedule 6.2. Permitted Liens
None.
Schedule 6.6. Permitted Investments
None.
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:
“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 1% of $17.5MM Commitment = $175,000.
Institution Name: |
************** |
Address: |
**************************** |
ABA No.: |
************ |
Contact Name: |
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Phone No.: |
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E-mail: |
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Account Title: |
****************** |
Account No.: |
********** |
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:
Part 4 - Additional Loan Documents:
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.
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: |
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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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Title: |
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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
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. |
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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:
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:
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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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.
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:
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.
[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] |
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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”:
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 |
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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 |
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If Yes, please attach a copy of latest beneficial ownership table |
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EQUITY & CONVERTIBLE NOTE FINANCINGS |
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1
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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 |
2
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.
3
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.
4
[Signature page to Compliance Certificate]
Very truly yours, |
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MYOMO, INC. |
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By: |
|
Name: |
David Henry |
Title: |
Chief Financial Officer |
Exhibit 99.1
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:
Financial Results
|
For the Three Months |
|
Period- |
|
For the Nine Months |
|
Period- |
|
||||||||||||||||
|
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:
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:
Alliance Advisors IR:
Tirth T. Patel
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 |
|
|
For the Nine Months |
|
||||||||||
|
|
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 |
) |
# # #