Motus GI (MOTS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 25, 2024, to vote on the dissolution and liquidation of the company under a Plan of Distribution, as required by Delaware law.

• Board recommends dissolution due to lack of business prospects, ongoing public company expenses, and unsuccessful attempts to find strategic alternatives.

• Dissolution requires majority approval of outstanding shares; if approved, the Board will oversee asset liquidation, debt settlement, and potential distributions.

• No distributions to stockholders are currently expected after liabilities are paid, given estimated assets of $3.994 million and liabilities of $4.769 million.

• If dissolution is not approved, alternatives are limited to delayed dissolution or bankruptcy, both likely to yield less value.

Voting matters and shareholder proposals

• Proposal 1: Approve dissolution and liquidation under the Plan of Distribution.

• Proposal 2: Approve adjournment of the Special Meeting if more time is needed to solicit votes.

• Board recommends voting FOR both proposals.

• Majority of outstanding shares required for dissolution; majority of votes cast required for adjournment.

• No appraisal or dissenters' rights for stockholders in connection with the dissolution.

Board of directors and corporate governance

• Board retains authority to abandon or amend the dissolution plan prior to filing the Certificate of Dissolution.

• After the effective time, Board and some officers will remain to wind up affairs, with compensation consistent with prior levels.

• Board has sole discretion over timing and execution of asset sales and distributions.