SCHEDULE 13G/A: Rosalind Entities Disclose 9.9% Stake in Myomo, Inc. with Blocker Provisions Limiting Immediate Exercise

Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon, and Gilad Aharon have filed an amended Schedule 13G/A, disclosing a 9.9% beneficial ownership stake in Myomo, Inc., though blocker provisions prevent immediate exercise of pre-funded warrants that would push ownership above 9.99%.

Summary

• The filing is an Amendment No. 8 to Schedule 13G/A for Myomo, Inc. (CUSIP: 62857J201), an issuer of Common Shares.
• The reporting persons are Rosalind Advisors, Inc., Rosalind Master Fund L.P., Steven Salamon, and Gilad Aharon, all of whom are based in Ontario, Canada, except for Rosalind Master Fund L.P. which is based in the Cayman Islands.
• They collectively report beneficial ownership of 7,279,046 shares of Myomo, Inc. Common Stock, representing 9.9% of the class, as of the event date of March 31, 2025.
• This aggregate amount comprises 2,703,661 shares of Common Stock and 4,575,385 shares of Common Stock issuable upon exercise of pre-funded warrants.
• The percentage is calculated based on 34,381,125 shares of Myomo's common stock outstanding as of March 1st, 2025, as reported in the company's 10K filed on March 10th, 2025.
• A critical blocker provision in the pre-funded warrants prevents the holders from exercising them to the extent that such exercise would result in beneficial ownership exceeding 9.99% of the Common Stock.
• Consequently, due to these blockers, the reporting persons were unable to exercise any of the 4,575,385 warrants as of the filing event date.
• Rosalind Master Fund L.P. is deemed to beneficially own 2,703,661 shares of common stock, which represents approximately 7.86% of the common stock, explicitly excluding the shares from pre-funded warrants due to the blocker.
• The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Myomo, Inc.

Sentiment

Score: 5

Explanation: The document is a routine disclosure of beneficial ownership, providing factual information without indicating positive or negative performance or significant strategic shifts. The presence of blocker provisions is a structural detail, not inherently positive or negative in terms of sentiment.

Positives

• The reporting persons hold a significant stake in Myomo, Inc., indicating a notable investment and potential long-term interest.
• The disclosure explicitly states the investment is for ordinary course of business and not for control-influencing purposes, which can provide stability and reduce concerns about activist interventions.

Negatives

• A substantial portion of the reported beneficial ownership (4,575,385 shares from pre-funded warrants) cannot be immediately converted into common stock due to blocker provisions, limiting the immediate voting and dispositive power associated with the full reported amount.

Risks

• The blocker provision on pre-funded warrants means that the full potential ownership of 9.9% is not immediately exercisable, which could impact the liquidity or strategic flexibility of the investment for the reporting persons.
• While currently stated as not for control, any future changes in the reporting persons' intent or the terms of the blocker provision could alter their influence over the issuer.

Future Outlook

This Schedule 13G/A filing is a disclosure of current beneficial ownership and does not contain any forward-looking statements or guidance regarding the issuer's future performance or strategic outlook.

Management Comments

• "The securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11." (Certification by reporting persons)
• "Notwithstanding the foregoing, the Advisor and Mr. Salamon disclaim beneficial ownership of the shares." (Disclaimer by Rosalind Advisors, Inc. and Steven Salamon regarding shares held by Rosalind Master Fund L.P.)

Industry Context

This filing is a specific disclosure of beneficial ownership in Myomo, Inc. by a group of investors and does not provide broader industry trends or context.

Related Party Transactions

• Rosalind Advisors, Inc. serves as the investment advisor to Rosalind Master Fund L.P.
• Steven Salamon is the President of Rosalind Advisors, Inc. and the portfolio manager of the Advisor.
• Mike McDonald is the Director of Rosalind (Cayman) Ltd., which acts as the General Partner to Rosalind Master Fund L.P.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional investor's stake and the limitations on its immediate exercisability due to blocker provisions. The stated non-control intent may reassure existing management and other shareholders.
• Management: Awareness of a large, passive institutional holder in the company's ownership structure.

Key Dates

Keywords

Myomo Inc., Schedule 13G/A, beneficial ownership, Rosalind Advisors, Rosalind Master Fund, Steven Salamon, Gilad Aharon, common shares, pre-funded warrants, blocker provision, SEC filing, institutional ownership