MOTS / Motus GI Holdings, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

Motus GI Holdings, Inc.
US ˙ OTCPK ˙ US62014P5044

Statistiques de base
LEI 5493005RU1LEOIG1KS82
CIK 1686850
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Motus GI Holdings, Inc.
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
November 14, 2024 SC 13G/A

MOTS / Motus GI Holdings, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-mots093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Motus GI Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 62014P504 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

August 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on August [9], 2024

As filed with the Securities and Exchange Commission on August [9], 2024 Registration No.

August 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on August [9], 2024

As filed with the Securities and Exchange Commission on August [9], 2024 Registration No.

August 9, 2024 POS AM

As filed with the Securities and Exchange Commission on August 9, 2024

As filed with the Securities and Exchange Commission on August 9, 2024 Registration No.

August 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on August [9], 2024

As filed with the Securities and Exchange Commission on August [9], 2024 Registration No.

August 9, 2024 POS AM

As filed with the Securities and Exchange Commission on August 9, 2024

POS AM 1 formposam.htm As filed with the Securities and Exchange Commission on August 9, 2024 Registration No. 333-278181 Registration No. 333-272341 Registration No. 333-254346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3, Registration Statement No. 333-278181 Post-Effective Amendment No. 1 to Form S-3, Registration Statement N

August 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on August [9], 2024

As filed with the Securities and Exchange Commission on August [9], 2024 Registration No.

August 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on August [9], 2024

S-8 POS 1 forms-8pos.htm As filed with the Securities and Exchange Commission on August [9], 2024 Registration No. 333-271080 Registration No. 333-263940 Registration No. 333-254344 Registration No. 333-237476 Registration No. 333-230506 Registration No. 333-224003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8, Registration State

August 9, 2024 POS AM

As filed with the Securities and Exchange Commission on August 9, 2024

As filed with the Securities and Exchange Commission on August 9, 2024 Registration No.

August 9, 2024 S-8 POS

As filed with the Securities and Exchange Commission on August [9], 2024

As filed with the Securities and Exchange Commission on August [9], 2024 Registration No.

August 9, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-38389 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its

August 9, 2024 POS AM

As filed with the Securities and Exchange Commission on August 9, 2024

As filed with the Securities and Exchange Commission on August 9, 2024 Registration No.

August 9, 2024 POS AM

As filed with the Securities and Exchange Commission on August 9, 2024

As filed with the Securities and Exchange Commission on August 9, 2024 Registration No.

July 31, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission F

June 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

June 20, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission F

June 14, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

June 7, 2024 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission Fi

June 7, 2024 EX-2.1

PLAN OF DISTRIBUTION OF MOTUS GI HOLDINGS, INC.

Exhibit 2.1 EXHIBIT A PLAN OF DISTRIBUTION OF MOTUS GI HOLDINGS, INC. I. Calculations of Amounts To Be Paid or Set Aside for Current or Potential Creditors A. Pay or make reasonable provision to pay all known claims and obligations, including all contingent, conditional or unmatured contractual claims (Section 281(b)(i)). (*) 1. Current Claims and Obligations: See Attachment A – Summary of Assets

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 MOTUS GI HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 14, 2024 EX-99.1

Motus GI Reports First Quarter 2024 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports First Quarter 2024 Financial Results and Provides Corporate Update ■ Successfully ramped up limited U.S. commercial launch of the Pure-Vu® EVS Gastro and Gen 4 Colon system; Doubled the number of active Pure-Vu System customers ordering disposable sleeves with 100% of onboarded customers using Pure-Vu independently ■ Appointed well-known investment bank. to identify a

April 25, 2024 EX-99.25

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, April 25, 2024, Motus GI Holdings, Inc.

April 11, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 MOTUS GI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission F

April 2, 2024 424B3

4,400,001 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278181 PROSPECTUS 4,400,001 Shares of Common Stock This prospectus relates to the resale of up to 4,400,001 shares of Motus GI Holdings, Inc. (the “Company,” “we,” “our” or “us”) common stock, par value $0.0001 per share (the “Common Stock”), by the selling stockholder listed in this prospectus or their permitted transferees (the “Selling Stock

March 29, 2024 CORRESP

March 29, 2024

March 29, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

March 22, 2024 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Motus GI Holdings, Inc.

March 22, 2024 S-3

As filed with the Securities and Exchange Commission on March 22, 2024

As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.

March 18, 2024 EX-97.1

Compensation Recovery Policy

Exhibit 97.1 MOTUS GI HOLDINGS, INC. COMPENSATION RECOVERY POLICY (Adopted and approved on November 9, 2023) 1. Purpose Motus GI Holdings, Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Compens

March 18, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38389 Motus GI Holdi

March 18, 2024 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

March 18, 2024 EX-99.1

Motus GI Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Corporate Update ▪ Initiated limited U.S. commercial launch of the Pure-Vu® EVS Gastro and Gen 4 Colon system, including successful UGI procedures at several leading hospital systems ▪ The Company is engaged in the process to seek strategic partnerships aimed at accelerating commercialization of the Pure

March 11, 2024 EX-10.1

Form of Amendment to Employment Agreement between the Company and Ravit Ram

Exhibit 10.1 AMENDMENT TO THE EMPLOYMENT AGREEMENT According to Section 3 of the Notice to an Employee and Job Applicant (Employment Conditions and Screening and Hiring Procedures) Law, 5762-2002 THIS AMENDMENT (“Amendment”) to the Employment Agreement is made as of March , 2024 (and shall be in effect as of , 2024) (“Effective Date”), by and between Motus G.I. Medical Technologies Ltd., a private

March 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2024 Motus GI Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or Other Jurisdiction of Incorporation) (Commission F

March 7, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission F

February 22, 2024 EX-10.3

Form of Amendment No. 1 to the Series A Common Stock Purchase Warrant

Exhibit 10.3 AMENDMENT NO. 1 TO SERIES A COMMON STOCK PURCHASE WARRANT This AMENDMENT NO. 1 TO SERIES A COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of February , 2024, by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and (the “Holder”). WHEREAS, the Holder is the holder of a Series A Common Stock Purchase Warrant, issued as of December 21, 202

February 22, 2024 EX-4.2

Form of New Warrant for the Series B-2 Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 22, 2024 EX-4.1

Form of New Warrant for the Series B-1 Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 22, 2024 EX-10.2

Form of Amendment to the Common Warrant

Exhibit 10.2 AMENDMENT TO COMMON STOCK PURCHASE WARRANT This AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of February , 2024, by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the holder signatory hereto (the “Holder”). WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of May 19, 2023 with a Termina

February 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 MOTUS GI HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commissi

February 22, 2024 EX-10.1

Form of Warrant Exchange Agreement

Exhibit 10.1 MOTUS GI HOLDINGS, INC. 1301 East Broward Boulevard, 3rd Floor Fort Lauderdale, FL 33301 February 21, 2024 To the Holders of Series B Common Stock Purchase Warrants of Motus GI Holdings, Inc. Issued on December 21, 2023 Re: Warrant Exchange Agreement Dear Holder: MOTUS GI HOLDINGS, INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology)

February 22, 2024 EX-99.1

Motus GI Holdings, Inc. Announces Exercise of Warrants for $2.7 Million Gross Proceeds

Exhibit 99.1 Motus GI Holdings, Inc. Announces Exercise of Warrants for $2.7 Million Gross Proceeds FORT LAUDERDALE, Fla., Feb. 22, 2024 (GLOBE NEWSWIRE) — Motus GI Holdings, Inc. (Nasdaq: MOTS, or “Motus” or “the Company”), a medical technology company focused on improving endoscopic outcomes and experiences, today announced that it has entered into a definitive agreement for the immediate exerci

February 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 MOTUS GI HOLDINGS, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 MOTUS GI HOLDINGS, INC.

February 21, 2024 EX-99.1

February 21, 2024

Exhibit 99.1 February 21, 2024 Motus GI Holdings Granted a U.S. Patent for a Key Feature Embodied by the Pure-Vu® System to Avoid Clogging in Cleansing the GI Tract FORT LAUDERDALE, Fla., Feb. 21, 2024 (GLOBE NEWSWIRE) – Motus GI Holdings, Inc. (“the “Company”) (NASDAQ: MOTS), a medical technology company focused on improving endoscopic outcomes and experiences, today announced that the United Sta

February 16, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

February 14, 2024 SC 13G

US62014P5044 / MOTUS GI HOLDINGS INC / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-mots123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Motus GI Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 62014P504 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

January 24, 2024 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

January 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 MOTUS GI HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

January 12, 2024 PRE 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

December 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 MOTUS GI HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commissi

December 22, 2023 EX-4.2

Form of Series A Common Warrant

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: Issue Date: [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date

December 22, 2023 EX-99.1

Motus GI Holdings, Inc. Announces Pricing of $5.0 Million Public Offering

Exhibit 99.1 Motus GI Holdings, Inc. Announces Pricing of $5.0 Million Public Offering FORT LAUDERDALE, FL (December 18, 2023) – Motus GI Holdings, Inc. (Nasdaq: MOTS, or “Motus GI” or “the Company”), a medical technology company focused on improving endoscopic outcomes and experiences, announced today the pricing of a public offering of 3,333,334 shares of common stock (or pre-funded warrants in

December 22, 2023 EX-4.4

Form of Private Pre-Funded Warrant

Exhibit 4.4 CONVERSION PRE-FUNDED COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: 2,612,205 Issue Date: December 21, 2023 Initial Exercise Date: December 21, 2023 THIS CONVERSION PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and t

December 22, 2023 EX-4.5

Form of Series A Private Warrant

Exhibit 4.5 CONVERSION SERIES A COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: 2,666,666 Issue Date: December 21, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

December 22, 2023 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: Issue Date: [], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the

December 22, 2023 EX-4.6

Form of Series B Private Warrant

Exhibit 4.6 CONVERSION SERIES B COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: 2,666,666 Issue Date: December 21, 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

December 22, 2023 EX-4.3

Form of Series B Common Warrant

Exhibit 4.3 SERIES B COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: Issue Date: [], 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Ini

December 20, 2023 424B4

520,000 Shares of Common Stock 2,813,334 Pre-Funded Warrants to Purchase up to 2,813,334 Shares of Common Stock 3,333,334 Series A Common Warrants to Purchase up to 3,333,334 Shares of Common Stock 3,333,334 Series B Common Warrants to Purchase up to

Filed Pursuant to Rule 424(b)(4) Registration No. 333-275121 PROSPECTUS 520,000 Shares of Common Stock 2,813,334 Pre-Funded Warrants to Purchase up to 2,813,334 Shares of Common Stock 3,333,334 Series A Common Warrants to Purchase up to 3,333,334 Shares of Common Stock 3,333,334 Series B Common Warrants to Purchase up to 3,333,334 Shares of Common Stock 2,813,334 Shares of Common Stock issuable up

December 18, 2023 CORRESP

December 18, 2023

December 18, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 18, 2023 CORRESP

December 18, 2023

December 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Motus GI Holdings, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-275121 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), A.

December 14, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 14, 2023

As filed with the Securities and Exchange Commission on December 14, 2023 Registration No.

December 11, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Motus GI Holdings, Inc.

December 11, 2023 EX-10.48

Form of Securities Purchase Agreement

Exhibit 10.48 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December [●], 2023, between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

December 11, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 11, 2023

As filed with the Securities and Exchange Commission on December 11, 2023 Registration No.

December 11, 2023 EX-4.20

Form of Series A Common Warrant

Exhibit 4.20 COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: Issue Date: [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Dat

December 11, 2023 EX-4.19

Form of Pre-Funded Warrant

Exhibit 4.19 PRE-FUNDED COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: Issue Date: [], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the

December 11, 2023 EX-4.21

Form of Series B Common Warrant

Exhibit 4.21 SERIES B COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC. Warrant Shares: Issue Date: [], 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “In

December 11, 2023 CORRESP

December 11, 2023

December 11, 2023 United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

December 11, 2023 EX-10.47

Form of Placement Agency Agreement, between the Company and A.G.P.

Exhibit 10.47 PLACEMENT AGENCY AGREEMENT December [ ], 2023 Motus GI Holdings, Inc. Attention: Mr. Mark Pomeranz 1301 East Broward Boulevard, 3rd Floor Fort Lauderdale, FL 33301 Re: Motus GI Holdings, Inc. Offering Dear Mr. Pomeranz: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as exclusive placement agent (the “Placement Agent”), and Motus GI Ho

November 30, 2023 S-1/A

As filed with the Securities and Exchange Commission on November 30, 2023

As filed with the Securities and Exchange Commission on November 30, 2023 Registration No.

November 30, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Motus GI Holdings, Inc.

November 28, 2023 EX-10.1

First Amendment to Agreement for the Provision of a Loan Facility, dated November 28, 2023, by and between Lender, Motus GI Holdings, Inc., Motus GI, LLC and Motus GI Medical Technologies, LTD.

Exhibit 10.1 FIRST AMENDMENT TO Agreement for the Provision of a Loan Facility This First Amendment to Agreement for the Provision of a Loan Facility (this “Amendment”) is entered into as of November 28, 2023, by and among MOTUS GI HOLDINGS, INC., a Delaware corporation (the “Parent”), MOTUS GI, LLC, a Delaware limited liability company (the “US Subsidiary”), MOTUS GI MEDICAL TECHNOLOGIES LTD., a

November 28, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commissi

November 27, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 MOTUS GI HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

November 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 MOTUS GI HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

November 13, 2023 EX-99.1

Motus GI Reports Third Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Third Quarter 2023 Financial Results and Provides Corporate Update ■ First case performed using the new FDA cleared Pure-Vu® EVS Gastro system, and expect to initiate broader market introductions by the end of 2023 ■ Pure-Vu EVS Gastro addresses the Upper GI market, an area of high unmet clinical need, including approximately 400,000 cases of upper GI bleeds per year

November 2, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commissio

November 2, 2023 EX-3.1

Certificate of Amendment of Certificate of Incorporation, as amended, dated November 1, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF MOTUS GI HOLDINGS, INC. A Delaware Corporation Motus GI Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That a resolution was duly adopted on October 27, 2023, by the Board of Directo

October 20, 2023 S-1

As filed with the Securities and Exchange Commission on October 20, 2023

As filed with the Securities and Exchange Commission on October 20, 2023 Registration No.

October 20, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Motus GI Holdings, Inc.

October 2, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commiss

September 22, 2023 SC 13G

MOTS / Motus GI Holdings Inc / Orchestra BioMed Holdings, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) Motus GI Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 62014P108 (CUSIP Number) September 12, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

September 21, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commiss

September 14, 2023 EX-4.1

Form of Amendment Agreement, dated September 12, 2023

Exhibit 4.1 FORM OF AMENDMENT AGREEMENT This Amendment Agreement (this “Agreement”), dated as of September 12, 2023 (the “Effective Date”), is made by and among Motus GI Holdings, Inc., a Delaware corporation (the “Company”) and the Certificate Holders signatory to this Agreement (the “Majority Holders”) who represent that they own, in the aggregate, the right to receive at least 50% of any Royalt

September 14, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commiss

September 7, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

September 6, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 MOTUS GI HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

August 14, 2023 EX-99.1

Motus GI Reports Second Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Second Quarter 2023 Financial Results and Provides Corporate Update ■ On track to submit planned special 510(k) for Pure-Vu Gen 4 Gastro and Colon to the FDA in Q4 2023; ■ Received system wide approval in the Banner Medical Hospital Network and installed the first system at the Banner Dessert Medical Center in Mesa, Ariz. ■ The Company continues its exploration proces

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

August 14, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

August 7, 2023 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

August 7, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 28, 2023 PRE 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2023 MOTUS GI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2023 MOTUS GI HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38389 81-4042793 (State or Other Jurisdiction of Incorporation) (Commission File

July 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 MOTUS GI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of in

July 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 MOTUS GI HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

June 9, 2023 424B3

Motus GI Holdings, Inc. 8,491,125 Shares Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-272341 PROSPECTUS Motus GI Holdings, Inc. 8,491,125 Shares Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 8,491,125 shares of our common stock, par value $0.0001 per share (“Common Stock”), which are comprised of (i) 525,000 shares (the “Shares”) of our Common S

June 7, 2023 CORRESP

MOTUS GI HOLDINGS, INC. 1301 East Broward Boulevard Fort Lauderdale, FL 33301

MOTUS GI HOLDINGS, INC. 1301 East Broward Boulevard Fort Lauderdale, FL 33301 June 7, 2023 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Motus GI Holdings, Inc. (the “Registrant”) Registration Statement on Form S-3 (File No. 333-272341) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 461 und

June 5, 2023 EX-10.1

Employment Agreement, dated April 1, 2018, between the Company and Ravit Ram

Exhibit 10.1

June 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 MOTUS GI HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

June 5, 2023 EX-10.2

Employment Agreement, dated December 23, 2019, between the Company and Elad Amor

Exhibit 10.2

June 1, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) Motus GI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Motus GI Holdings, Inc.

June 1, 2023 S-3

As filed with the Securities and Exchange Commission on June 1, 2023

As filed with the Securities and Exchange Commission on June 1, 2023 Registration No.

May 22, 2023 EX-4.1

Form of Common Stock Purchase Warrant

Exhibit 4.1 EXHIBIT A-2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

May 22, 2023 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2023, between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

May 22, 2023 EX-4.3

Form of Placement Agent Warrant

Exhibit 4.3 EXHIBIT A-2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

May 22, 2023 EX-10.3

Form of Warrant Amendment

Exhibit 10.3 May 17, 2023 Holder of Warrants to Purchase Common Stock issued on January 27, 2021, February 3, 2021, February 9, 2021 and February 16, 2021 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the private placement to be entered into on or about the date hereof (the “Offering”) by Motus GI Holdings, Inc. (the “Company”) of shares of common stock, par value $0.

May 22, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38389 81-4042793 (Commission Fi

May 22, 2023 EX-10.2

Form of Registration Rights Agreement

Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2023, by and among Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Secur

May 22, 2023 EX-4.2

Form of Pre-Funded Common Stock Purchase Warrant

EX-4.2 3 ex4-2.htm Exhibit 4.2 EXHIBIT A-1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT P

May 22, 2023 EX-99.1

Motus GI Announces $3.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Motus GI Announces $3.5 Million Private Placement Priced At-the-Market Under Nasdaq Rules FORT LAUDERDALE, Fla. , May 18, 2023 (GLOBE NEWSWIRE) — Motus GI Holdings, Inc. (NASDAQ: MOTS) (“Motus GI” or the “Company”), a medical technology company focused on improving endoscopic outcomes and experiences, today announced that it has entered into definitive agreements for the issuance and

May 17, 2023 EX-99.1

Motus GI Completes First Clinical Evaluation of New Pure-Vu® Gastro in Upper Gastrointestinal (GI) Procedures to Support FDA Submission

EX-99.1 2 ex99-1.htm Exhibit 99.1 Motus GI Completes First Clinical Evaluation of New Pure-Vu® Gastro in Upper Gastrointestinal (GI) Procedures to Support FDA Submission - Pure-Vu Gastro achieves high usability scores in supporting upper endoscopy procedures with first time users - On track to submit a 510(k) to the U.S. FDA for the Pure-Vu Gen 4 Gastro device in Q4 2023 to support the 400,000 upp

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 MOTUS GI HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 11, 2023 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 11, 2023 EX-99.1

Motus GI Announces DDW 2023 Clinical Study Presentation Showing Pure-Vu EVS Drove a 33% Hospital-Wide Improvement in Incomplete Bowel Prep Rate at Minneapolis VA Medical Center

Exhibit 99.1 Motus GI Announces DDW 2023 Clinical Study Presentation Showing Pure-Vu EVS Drove a 33% Hospital-Wide Improvement in Incomplete Bowel Prep Rate at Minneapolis VA Medical Center - Study demonstrates the real-world effects Pure-Vu EVS had at a major hospital center after implementation, showing a decrease in canceled and poor quality procedures, leading to improved resource utilization

May 10, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 10, 2023 EX-99.1

Motus GI Reports First Quarter 2023 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports First Quarter 2023 Financial Results and Provides Corporate Update ■ Oral presentation at the Digestive Disease Week 2023 featured positive clinical data showing a reduction of 33% in incomplete bowel prep (IBP) in just six months after implementation of the Pure-Vu® system at the Minneapolis VA Medical Center ■ The Company is advancing its development of Pure-Vu EVS

April 13, 2023 EX-99.1

Press Release issued by Motus GI Holdings, Inc., dated April 13, 2023.

EX-99.1 2 ex99-1.htm Exhibit 99.1

April 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 MOTUS GI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

April 5, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

April 3, 2023 S-8

As filed with the Securities and Exchange Commission on April 3, 2023

As filed with the Securities and Exchange Commission on April 3, 2023 Registration No.

April 3, 2023 EX-FILING FEES

Filing Fees Exhibit

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Motus GI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of securities to be registered Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Fee Rate Amount of registrat

March 31, 2023 EX-99.1

Motus GI Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Corporate Update ■ The Company continues its exploration process to target strategic and financing alternatives aimed at accelerating commercialization of the Pure-Vu System and maximizing stockholder value ■ The Company is actively supporting its existing installed customer base and pipeline opportuniti

March 31, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38389 Motus GI Holdi

March 14, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 MOTUS GI HOLDINGS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

January 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 MOTUS GI HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

January 10, 2023 EX-99.1

Motus GI Announces Exploration of Strategic Alternatives to Enhance Shareholder Value and Announces Restructuring Plan

Exhibit 99.1 Motus GI Announces Exploration of Strategic Alternatives to Enhance Shareholder Value and Announces Restructuring Plan ● Lake Street Capital Markets LLC engaged to act as an advisor to the Company ● Board of Directors approved restructuring program with the objective of preserving capital to align with strategic process timeline ● Management plans to continue providing sales and suppo

December 21, 2022 EX-99.1

Motus GI Announces Improvement of Pure-Vu® EVS System for Use in Upper Gastrointestinal (GI) Bleeding Procedures Following Successful Pre-Clinical Tests

Exhibit 99.1 Motus GI Announces Improvement of Pure-Vu? EVS System for Use in Upper Gastrointestinal (GI) Bleeding Procedures Following Successful Pre-Clinical Tests ? Pre-clinical tests show enhanced functionality of Pure-Vu EVS that can enable physicians to overcome common visualization challenges encountered during emergency upper GI bleeding procedures ? Additional pre-clinical and clinical te

December 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 MOTUS GI HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

November 14, 2022 EX-99.1

Motus GI Reports Third Quarter 2022 Financial Results and Provides Business Update

Exhibit 99.1 Motus GI Reports Third Quarter 2022 Financial Results and Provides Business Update ? Pure-Vu EVS approved for use at 25 hospitals since launch in March 2022, resulting in highest quarterly revenue reported in the Company?s history ? Recently named a Sole Source Supplier by the Department of Veteran?s Affairs, with several VA medical centers executing new contracts for Pure-Vu EVS syst

November 14, 2022 EX-3.1

Bylaws, as amended

Exhibit 3.1 I. Bylaws of Motus GI Holdings, Inc., dated September 20, 2016 II. Amendment to the Bylaws of Motus GI Holdings, Inc., dated August 24, 2022 BYLAWS OF MOTUS GI HOLDINGS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. (a) Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, d

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

November 14, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

October 24, 2022 EX-99.1

Motus GI Announces Positive Clinical Data for Pure-Vu EVS in Three Poster Presentations at the American College of Gastroenterology (ACG) 2022 Annual Scientific Meeting

Exhibit 99.1 Motus GI Announces Positive Clinical Data for Pure-Vu EVS in Three Poster Presentations at the American College of Gastroenterology (ACG) 2022 Annual Scientific Meeting ● Positive clinical data from feasibility and efficacy study of the Pure-Vu EVS conducted by Minneapolis VA Health Care System ● Overview of the results from an inpatient colonoscopy conducted at an ICU bedside when us

October 24, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

October 6, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

October 6, 2022 EX-99.1

Motus GI Granted a U.S. Patent for Prepless Colonoscopy Methods Embodied by the Pure-Vu® System

Exhibit 99.1 Motus GI Granted a U.S. Patent for Prepless Colonoscopy Methods Embodied by the Pure-Vu® System ● Patent provides additional intellectual property protection for methods to enable high-quality colonoscopy with no or minimal prep ● Company believes reducing the burden associated with pre-procedural bowel prep may ensure greater compliance to colorectal cancer screening guidelines, part

September 29, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer

September 29, 2022 EX-99.1

Motus GI Named a Sole Source Supplier with U.S. Department of Veteran Affairs

Exhibit 99.1 Motus GI Named a Sole Source Supplier with U.S. Department of Veteran Affairs ? Multiple contracts with VA medical centers already executed for Pure-Vu EVS under the sole source supplier designation, with additional centers under evaluation ? Approximately 645,000 colonoscopies were performed at ~170 VA medical centers over the last three years ? Colonoscopy quality assurance is a key

August 24, 2022 EX-3.1

Exhibit 3.1 - Amendment to Bylaws of Motus GI Holdings, Inc., dated August 24, 2022.

Exhibit 3.1 AMENDMENT TO The bylaws OF MOTUS GI Holdings, Inc. This Amendment (this ?Amendment?) to the Bylaws, as amended (the ?Bylaws?), of Motus GI Holdings, Inc., a Delaware corporation (the ?Corporation?), has been adopted and approved by the Board of Directors of the Corporation on August 24, 2022 and is effective as of August 24, 2022. Capitalized terms used herein but not otherwise defined

August 24, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission

August 11, 2022 EX-99.1

Motus GI Reports Second Quarter 2022 Financial Results and Provides Business Update

Exhibit 99.1 Motus GI Reports Second Quarter 2022 Financial Results and Provides Business Update ? Pure-Vu EVS approved for use at 18 hospitals since launch in March 2022, resulting in highest quarterly revenue reported in the Company?s history ? Expansion of U.S. commercial footprint successfully driving access to new hospitals and improving support for existing customers ? Announces upcoming ~1,

August 11, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

August 11, 2022 EX-99.1

Motus GI Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Motus GI Regains Compliance with Nasdaq Minimum Bid Price Requirement FORT LAUDERDALE, FL, August 11, 2022 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal conditions, today an

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

August 11, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

July 26, 2022 EX-3.1

Certificate of Amendment of Certificate of Incorporation of Motus GI Holdings, Inc. dated July 25, 2022

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF MOTUS GI HOLDINGS, INC. A Delaware Corporation Motus GI Holdings, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: That a resolution was duly adopted on July 20, 2022, by the Board of Directors

July 26, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission F

June 30, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction of incorporation) (Commission F

May 24, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 24, 2022 EX-99.1

Motus GI Announces Positive Topline Data From EU Study of the Pure-Vu System in Hard-to-Prepare Patients Presented at Digestive Disease Week 2022 - The Pure-Vu system improved the adequate cleansing rate more than 200% to 97.7% in patients with a his

Exhibit 99.1 Motus GI Announces Positive Topline Data From EU Study of the Pure-Vu System in Hard-to-Prepare Patients Presented at Digestive Disease Week 2022 - The Pure-Vu system improved the adequate cleansing rate more than 200% to 97.7% in patients with a history of poor bowel preparation FORT LAUDERDALE, FL, May 24, 2022 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?),

May 23, 2022 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 20, 2022 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 12, 2022 EX-99.1

Motus GI Reports First Quarter 2022 Financial Results and Provides Business Update

Exhibit 99.1 Motus GI Reports First Quarter 2022 Financial Results and Provides Business Update ? Pure-Vu EVS approved for use at 11 hospitals since product launch commenced in March 2022; with strong procedural volumes and significant positive feedback ? Expansion of US commercial footprint ahead of schedule, with additional investments planned throughout 2022 ? Designing a large, multi-center tr

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 12, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 5, 2022 PRE 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 21, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

April 21, 2022 EX-99.1

Motus GI Completes Enrollment in the European Union Feasibility Study of the Pure-Vu® System as a New Method for Bowel Cleansing in Patients With a History of Poor Bowel Preparation

Exhibit 99.1 Motus GI Completes Enrollment in the European Union Feasibility Study of the Pure-Vu? System as a New Method for Bowel Cleansing in Patients With a History of Poor Bowel Preparation ? Topline data expected to be presented at a scientific conference in May 2022 ? Independent data shows ~5.4M outpatient colonoscopies are performed in EU annually1 ? New study data expected to further aid

April 11, 2022 8-K

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

March 29, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38389 Motus GI Holdi

March 29, 2022 EX-FILING FEES

Filing Fees Exhibit

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Motus GI Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of securities to be registered Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Fee Rate Amount of registrat

March 29, 2022 EX-10.41

Master Supply Agreement, dated April 1, 2021, between J. Sterling Industries LLC and Motus GI Holdings, Inc.

Exhibit 10.41 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH THREE ASTERISKS [***] MASTER SUPPLY AGREEMENT This MASTER SUPPLY AGREEMENT (this ?Agreement?) is effective as of this April 1, 2021 (?Effective Date?) by and between J.

March 29, 2022 424B5

Up to $7,791,900 Common Shares

PROSPECTUS SUPPLEMENT (To Prospectus dated March 26, 2021) Filed Pursuant to Rule 424(b)(5) Registration No.

March 29, 2022 EX-99.1

Motus GI Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Corporate Update ? Received FDA clearance in February 2022 to market Pure-Vu EVS, an all new, next-generation system that has been deployed to multiple hospitals in the first few weeks since launch ? Doubled the size of the sales team since November, and plan to continue investing in commercial expansion

March 29, 2022 S-8

As filed with the Securities and Exchange Commission on March 29, 2022

As filed with the Securities and Exchange Commission on March 29, 2022 Registration No.

March 29, 2022 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

March 29, 2022 EX-10.20

Supply Agreement, dated September 1, 2017, between Motus GI Technologies Ltd. and Polyzen, Inc.

Exhibit 10.20 CONFIDENTIAL TREATMENT CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. THE REDACTED TERMS HAVE BEEN MARKED WITH ONE ASTERISK [*] SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this ?Agreement?) is made and entered into as of September1, 2017 (the ?Effective Date?),

February 24, 2022 EX-99.1

Motus GI Granted 180-Day Extension to Meet NASDAQ Minimum Bid Price Requirement

Exhibit 99.1 Motus GI Granted 180-Day Extension to Meet NASDAQ Minimum Bid Price Requirement FORT LAUDERDALE, FL, February 24, 2022 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal conditio

February 24, 2022 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

February 14, 2022 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

February 14, 2022 EX-99.1

Motus GI Receives FDA Clearance to Market the Pure-Vu® EVS System -All New Pure-Vu EVS offers rapid set-up, improved navigation and enhanced cleansing capabilities to support expanded clinical utilization -Scientific literature shows ~51% of hospital

Exhibit 99.1 Motus GI Receives FDA Clearance to Market the Pure-Vu? EVS System -All New Pure-Vu EVS offers rapid set-up, improved navigation and enhanced cleansing capabilities to support expanded clinical utilization -Scientific literature shows ~51% of hospitalized inpatient colonoscopies are delayed due to insufficient bowel prep leading to unnecessary extended hospitalizations -Pure-Vu EVS com

December 29, 2021 SC 13G/A

MOTS / Motus GI Holdings Inc / FEINBERG LARRY N - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No 3* (Exit Filing) Under the Securities Exchange Act of 1934 MOTUS GI HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62014P108 (CUSIP Number) December 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

December 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (I

December 16, 2021 EX-99.1

Motus GI Announces U.S. Patent For The Pure-Vu® System's Automatic Self-Purging Features -Expanding patent portfolio extends first-mover advantage in the colonoscopy procedure market, estimated at close to 55M global procedures per year

Exhibit 99.1 Motus GI Announces U.S. Patent For The Pure-Vu? System's Automatic Self-Purging Features -Expanding patent portfolio extends first-mover advantage in the colonoscopy procedure market, estimated at close to 55M global procedures per year FORT LAUDERDALE, FL, December 16, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) ("Motus GI" or the "Company"), a medical technology company providing

November 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (I

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 12, 2021 EX-99.1

Motus GI Reports Third Quarter 2021 Financial Results and Provides Corporate Update

EX-99.1 2 ea150259ex99-1motusgihold.htm PRESS RELEASE ISSUED BY MOTUS GI HOLDINGS, INC., DATED NOVEMBER 12, 2021 Exhibit 99.1 Motus GI Reports Third Quarter 2021 Financial Results and Provides Corporate Update § Reported approximately 40% increase in revenue compared to Q2 2021 § On track to file a 510(k) submission to FDA by end of 2021 for Pure-Vu EVS, an advanced, next-generation system that wi

October 26, 2021 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (IR

October 26, 2021 EX-99.1

Motus GI Announces Presentation of Results from Independent Study of Pure-Vu System in IBP Patients at the 2021 ACG Annual Scientific Meeting

Exhibit 99.1 Motus GI Announces Presentation of Results from Independent Study of Pure-Vu System in IBP Patients at the 2021 ACG Annual Scientific Meeting FORT LAUDERDALE, FL., October 26, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated

September 8, 2021 EX-99.1

Motus GI Announces Enrollment of Patients at Second Site in the European Union Outpatient Study of the Pure-Vu® System

Exhibit 99.1 Motus GI Announces Enrollment of Patients at Second Site in the European Union Outpatient Study of the Pure-Vu? System FORT LAUDERDALE, FL, September 8, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and

September 8, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (I

August 27, 2021 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

August 12, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (IRS

August 12, 2021 EX-99.1

Motus GI Reports Second Quarter 2021 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Second Quarter 2021 Financial Results and Provides Corporate Update ? Reported a 95% revenue increase versus Q1 2021; the fourth consecutive quarter of revenue growth ? Received FDA clearance for Pure-Vu sleeve for Upper GI endoscopies and initiated pilot patient cases ? Announced enrollment in EU clinical study assessing the Pure-Vu? System for outpatient CRC screeni

August 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

July 21, 2021 EX-10.3

Security Agreement, dated July 16, 2021 between Kreos Capital and Motus GI, LLC.

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT is entered into as of July 16, 2021, by and among KREOS CAPITAL VI (EXPERT FUND) LP, a limited partnership incorporated in Jersey under registered number 2770 whose registered office is at 47 Esplanade, St. Helier, Jersey (referred hereinafter as the ?Lender? which expression shall include its respective successors and assigns); and MOTUS GI,

July 21, 2021 EX-10.4

Debenture – Fixed Charge dated July 16, 2021, between Kreos Capital and Motus GI Medical Technologies, LTD.

Exhibit 10.4 DEBENTURE - FIXED CHARGE UNLIMITED IN AMOUNT BETWEEN MOTUS GI MEDICAL TECHNOLOGIES LTD. as Company AND KREOS CAPITAL VI (EXPERT FUND) LP as Creditor DATED July 16, 2021 DEBENTURE ? FIXED CHARGE THIS DEBENTURE ? FIXED CHARGE is dated July 16, 2021 between: 1. Motus GI Medical Technologies Ltd., a company organized under the laws of the State of Israel, with registered number 514188135

July 21, 2021 EX-10.6

US Intellectual property Security Agreement, dated July 16, 2021, between Kreos Capital and Motus GI Medical Technologies, LTD.

Exhibit 10.6 U.S. intellectual property security agreement This U.S. INTELLECTUAL PROPERTY SECURITY AGREEMENT (the ?IP Security Agreement?) July 16, 2021 is made by and between (i) Motus GI Medical Technologies Ltd. (the ?Grantor?) a company incorporated in Israel under registered number 514188135 whose registered office is at 22 Keren ha-Yesod Street, Tirat Carmel, Israel, and (ii) Kreos Capital

July 21, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of in

July 21, 2021 EX-10.5

Debenture – Floating Charge dated as of July 16, 2021, between Kreos Capital and Motus GI, LLC.

Exhibit 10.5 DEBENTURE FLOATING CHARGE UNLIMITED IN AMOUNT BETWEEN MOTUS GI MEDICAL TECHNOLOGIES LTD. as Company AND KREOS CAPITAL VI (EXPERT FUND) LP as Creditor DATED July 16, 2021 DEBENTURE ? FLOATING CHARGE THIS DEBENTURE ? FLOATING CHARGE is dated July 16, 2021 between: 1. Motus GI Medical Technologies Ltd., a company organized under the laws of the State of Israel, with registered number 514

July 21, 2021 EX-10.1

Loan Agreement, dated July 16, 2021, by and between Kreos Capital, Motus GI Holdings, Inc., Motus GI, LLC and Motus GI Medical Technologies, LTD.

Exhibit 10.1 AGREEMENT FOR THE PROVISION OF A LOAN FACILITY OF UP TO US$ 12,000,000 Dated July 16, 2021 Between KREOS CAPITAL VI (EXPERT FUND) LP, a limited partnership incorporated in Jersey whose registered office is at 47 Esplanade, St Helier, Jersey (the ?Lender?, which expression shall include its successors and assigns); and MOTUS GI HOLDINGS, INC. (the ?Parent?), a Delaware corporation, MOT

July 21, 2021 EX-99.1

Motus GI Secures Expanded $12M Credit Financing to Support Growth Strategy

Exhibit 99.1 Motus GI Secures Expanded $12M Credit Financing to Support Growth Strategy FORT LAUDERDALE, FL., July 21, 2021 (GLOBE NEWSWIRE) - Motus GI Holdings, Inc., (NASDAQ: MOTS) ("Motus GI" or the "Company"), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal

July 21, 2021 EX-10.2

Security Agreement, dated July 16, 2021 between Kreos Capital and Motus GI Holdings, Inc.

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT is entered into as of July 16, 2021, by and among KREOS CAPITAL VI (EXPERT FUND) LP, a limited partnership incorporated in Jersey under registered number 2770 whose registered office is at 47 Esplanade, St. Helier, Jersey (referred hereinafter as the ?Lender? which expression shall include its respective successors and assigns); and MOTUS GI

July 2, 2021 DEF 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a0621motusgi.htm United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6

July 2, 2021 DEFA14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

June 23, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ea143131-8kmotusgi.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other

June 23, 2021 EX-99.1

Motus GI Appoints Experienced Financial Biotech Executive, Sonja Nelson, to its Board of Directors and as Chair of Audit Committee

EX-99.1 2 ea143131ex99-1motusgi.htm PRESS RELEASE ISSUED BY MOTUS GI HOLDINGS, INC., DATED JUNE 23, 2021. Exhibit 99.1 Motus GI Appoints Experienced Financial Biotech Executive, Sonja Nelson, to its Board of Directors and as Chair of Audit Committee FORT LAUDERDALE, FL., June 23, 2021 - Motus GI Holdings, Inc., (NASDAQ: MOTS) ("Motus GI" or the "Company"), a medical technology company providing en

June 22, 2021 PRE 14A

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

June 16, 2021 EX-99.1

Motus GI Announces First Patients Enrolled in the European Union Feasibility Study of the Pure-Vu® System as a New Method for Bowel Cleansing in Patients With a History of Poor Bowel Preparation

Exhibit 99.1 Motus GI Announces First Patients Enrolled in the European Union Feasibility Study of the Pure-Vu? System as a New Method for Bowel Cleansing in Patients With a History of Poor Bowel Preparation FORT LAUDERDALE, FL, June 16, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical out

June 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 ea142788-8kmotusg.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other j

June 3, 2021 EX-99.1

Motus GI Announces Publication of Pure-Vu® System Clinical Data in Peer-Reviewed Journal BMC Gastroenterology

Exhibit 99.1 Motus GI Announces Publication of Pure-Vu? System Clinical Data in Peer-Reviewed Journal BMC Gastroenterology FORT LAUDERDALE, FL, June 3, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of

June 3, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (IRS Em

May 25, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 ea141448-8kmotus.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jur

May 25, 2021 EX-99.1

Motus GI’s Pure-Vu System® Adopted by Sinai Hospital of Baltimore Implementation of the Pure-Vu System is designed to improve efficiencies and outcomes of GI endoscopy procedures

Exhibit 99.1 Motus GI?s Pure-Vu System? Adopted by Sinai Hospital of Baltimore Implementation of the Pure-Vu System is designed to improve efficiencies and outcomes of GI endoscopy procedures FORT LAUDERDALE, FL, May 25, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) ("Motus GI" or the "Company"), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance

May 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

May 13, 2021 EX-99.1

Motus GI Reports First Quarter 2021 Financial Results and Provides Corporate Update

EX-99.1 2 ea140589ex99-1motusgihold.htm PRESS RELEASE ISSUED BY MOTUS GI HOLDINGS, INC., DATED MAY 13, 2021 Exhibit 99.1 Motus GI Reports First Quarter 2021 Financial Results and Provides Corporate Update § Received 510(k) clearance from FDA for Pure-Vu disposable sleeve for Upper GI endoscopies § Revenue growth of ~40% compared to prior quarter § Additional prominent U.S. medical centers signed t

May 13, 2021 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of inc

May 7, 2021 EX-99.1

Motus GI Announces Publication of a Pure-Vu System® Cost Effectiveness Analysis in the Journal of Cost Effectiveness and Resource Allocation - - - - The article states Pure-Vu System is estimated to provide lifetime saving of $833- $992 per patient w

EX-99.1 2 ea140494ex99-1motusgihold.htm PRESS RELEASE ISSUED BY MOTUS GI HOLDINGS, INC., DATED MAY 7, 2021 Exhibit 99.1 Motus GI Announces Publication of a Pure-Vu System® Cost Effectiveness Analysis in the Journal of Cost Effectiveness and Resource Allocation - - - - The article states Pure-Vu System is estimated to provide lifetime saving of $833- $992 per patient when compared to standard of ca

May 7, 2021 8-K

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

8-K 1 ea140494-8kmotusgiholdings.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or

April 30, 2021 EX-99.1

Motus GI Receives FDA Clearance to Market the Pure-Vu® System for Upper GI Endoscopy

Exhibit 99.1 Motus GI Receives FDA Clearance to Market the Pure-Vu? System for Upper GI Endoscopy FORT LAUDERDALE, FL, April 30, 2021 ? Motus GI Holdings, Inc., (NASDAQ: MOTS) (?Motus GI? or the ?Company?), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated with the diagnosis and management of gastrointestinal condit

April 30, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (IRS

March 26, 2021 424B5

Up to $25,000,000 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254343 PROSPECTUS Up to $25,000,000 Common Stock We have entered into an equity distribution agreement, or sales agreement, with Oppenheimer & Co. Inc. (the “Agent”) relating to the sale of shares of our common stock offered by this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock

March 26, 2021 424B3

6,000,000 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-254346 PROSPECTUS 6,000,000 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus relates to the resale from time to time, by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,” of up to 6,000,000 shares of our common stock, par value $0.0001 per share (the “Warrant Shar

March 24, 2021 CORRESP

Motus GI Holdings, Inc. 1301 East Broward Boulevard, 3rd Floor Ft. Lauderdale, FL 33301

Motus GI Holdings, Inc. 1301 East Broward Boulevard, 3rd Floor Ft. Lauderdale, FL 33301 March 24, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Motus GI Holdings, Inc. Registration Statement on Form S-3 (File No. 333-254343) Filed on March 16, 2021 Ladies and Gentlemen: In accordance with Rule 461 under

March 24, 2021 CORRESP

Motus GI Holdings, Inc. 1301 East Broward Boulevard, 3rd Floor Ft. Lauderdale, FL 33301

CORRESP 1 filename1.htm Motus GI Holdings, Inc. 1301 East Broward Boulevard, 3rd Floor Ft. Lauderdale, FL 33301 March 24, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Motus GI Holdings, Inc. Registration Statement on Form S-3 (File No. 333-254346) Filed on March 16, 2021 Ladies and Gentlemen: In accord

March 16, 2021 EX-21.1

List of Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of Registrant Motus GI Medical Technologies, Ltd., an Israeli corporation Motus GI, LLC, a Delaware limited liability company

March 16, 2021 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

March 16, 2021 EX-99.1

Motus GI Reports Fourth Quarter 2020 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Fourth Quarter 2020 Financial Results and Provides Corporate Update § Signed new 12-month committed volume contracts with two prominent U.S. medical centers § Reported progress on reimbursement for Pure-Vu System in both inpatient and outpatient markets, starting with CMS submissions § Preparing to submit a 510(k) application to FDA by Q3 2021 for Pure-Vu System indic

March 16, 2021 10-K

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38389 Motus GI Holdi

March 16, 2021 EX-4.6

Form of Subordinated Note (included in Exhibit 4.6).**

Exhibit 4.6 MOTUS GI HOLDINGS, INC., as Issuer and ?, as Trustee INDENTURE Dated as of ? Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between MOTUS GI HOLDINGS, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b)

March 16, 2021 EX-1.2

Equity Distribution Agreement, dated March 16, 2021, by and between the Registrant and Oppenheimer & Co. Inc.*

Exhibit 1.2 MOTUS GI HOLDINGS, INC. EQUITY DISTRIBUTION AGREEMENT March 16, 2021 Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: As further set forth in this agreement (this ?Agreement?), Motus GI Holdings, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell from time to time through Oppenheimer & Co. Inc. (the ?Agent?), as sales agent, th

March 16, 2021 EX-4.5

Form of Senior Note (included in Exhibit 4.5).**

Exhibit 4.5 MOTUS GI HOLDINGS, INC., as Issuer and ?, as Trustee INDENTURE Dated as of ? Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between MOTUS GI HOLDINGS, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d

March 16, 2021 EX-4.15

Exhibit 4.15

Exhibit 4.15 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Motus GI Holdings, Inc. had one class of common stock registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following description of our common stock is a summary and does not purport to be complete. It is subject to and

March 16, 2021 S-3

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

March 16, 2021 S-8

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

March 16, 2021 S-3

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

March 16, 2021 EX-10.29

Third Amendment to Loan and Security Agreement, dated as of January 4, 2021 between Silicon Valley Bank and Motus GI Holdings, Inc.

Exhibit 10.29 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND ASSUMPTION AGREEMENT This Third Amendment to Loan and Security Agreement and Assumption Agreement (this ?Assumption Agreement?) is entered into as of January 4, 2021, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan

March 16, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of i

March 16, 2021 EX-10.25

First Amendment to Amended and Restated Employment Agreement, dated March 15, 2021, between the Company and Andrew Taylor

Exhibit 10.25 AMENDMENT TO THE FIRST AMENDED EMPLOYMENT AGREEMENT AMENDMENT, dated as of March 15, 2021, to the First Amended Employment Agreement, dated March 26, 2019 (the ?Employment Agreement?), between Motus GI Holdings, Inc., a Delaware corporation (?Company?), and Andrew Taylor (?Executive?). RECITALS WHEREAS, the Employment Agreement sets forth the terms and conditions of Executive?s emplo

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No 2* Under the Securities Exchange Act of 1934 MOTUS GI HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No 2* Under the Securities Exchange Act of 1934 MOTUS GI HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 62014P108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 27, 2021 EX-99.1

AGREEMENT

EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: January 27, 2021 PERCEPTIVE ADVISORS LLC B

January 27, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Motus GI Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Motus GI Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 62014P108 (CUSIP Number) January 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

January 27, 2021 EX-99.1

Motus GI Announces Warrant Exercise Agreement Resulting in Expected Gross Proceeds to the Company of up to $11.0 Million

Exhibit 99.1 Motus GI Announces Warrant Exercise Agreement Resulting in Expected Gross Proceeds to the Company of up to $11.0 Million FORT LAUDERDALE, Fla., January 27, 2021 (GLOBE NEWSWIRE) - Motus GI Holdings, Inc., (NASDAQ: MOTS) (“Motus GI” or the “Company”), a medical technology company providing endoscopy solutions that improve clinical outcomes and enhance the cost-efficiency associated wit

January 27, 2021 EX-10.1

Form of Warrant Exercise Agreement, dated January 27, 2021, by and between Motus GI Holdings, Inc. and the Holder

Exhibit 10.1 WARRANT EXERCISE AGREEMENT This Warrant Exercise Agreement (this “Agreement”), dated as of January 27, 2021, is by and between Motus GI Holdings, Inc. a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). WHEREAS, the Holder beneficially owns in t

January 27, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (IR

January 27, 2021 EX-10.2

Letter Agreement, dated January 27, 2021, by and between A.G.P./Alliance Global Partners and the Company

Exhibit 10.2 January 27, 2021 PERSONAL AND CONFIDENTIAL A.G.P./Alliance Global Partners 590 Madison Avenue New York, New York 10022 Attention: David Bocchi Dear David: 1. Motus GI Holdings, Inc. (the “Company”) hereby retains A.G.P./Alliance Global Partners(“AGP”) to serve as financial advisor to the Company in connection with the investment banking and financial advisory services described below

January 27, 2021 EX-4.1

Form of New Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 20, 2021 8-K

Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2021 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission File Number) (IR

November 12, 2020 EX-99.1

Motus GI Reports Third Quarter 2020 Financial Results and Provides Corporate Update

Exhibit 99.1 Motus GI Reports Third Quarter 2020 Financial Results and Provides Corporate Update ● Revenue growth reflects rebound of inpatient colonoscopy volumes in Q3 and increased demand for the Pure-Vu system from early adopter hospitals ● Q3 Pure-Vu-enabled procedures increased by more than 50% above prior quarterly average ● First major metropolitan health system collaboration intends to ut

November 12, 2020 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer o

November 12, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to.

November 10, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2020 MOTUS GI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38389 81-4042793 (State or other jurisdiction (Commission (IRS Employer of

October 29, 2020 424B4

8,733,625 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants

Filed Pursuant to Rule 424(b)(4) Registration No. 333-249565 PROSPECTUS 8,733,625 Shares of Common Stock Issuable upon Exercise of Outstanding Warrants This prospectus relates to the resale from time to time, by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,” of up to 8,733,625 shares of our common stock, par value $0.0001 per share, it may acquire up

October 28, 2020 CORRESP

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October 28, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4720 100 F Street, N.

October 20, 2020 S-1

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 20, 2020 Registration No.

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