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 well as the potential adjournment of the meeting if necessary.

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

• Dissolution would involve ceasing operations, liquidating assets, paying obligations, and distributing any remaining assets to shareholders, though no distributions are currently expected.

• Company does not anticipate any proceeds for shareholders after liabilities are paid, based on current estimates of assets ($3.994M) and liabilities ($4.769M).

• If dissolution is approved, the Board retains discretion on timing and may abandon the process if deemed not in stakeholders' best interests.

Voting matters and shareholder proposals

• Proposal 1: Approve dissolution and liquidation in accordance with the Plan of Distribution.

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

• Both proposals require majority approval; abstentions and broker non-votes count as votes against Proposal 1 but not Proposal 2.

• No appraisal rights for dissenting shareholders.

Board of directors and corporate governance

• Board and management conducted a lengthy review of strategic alternatives, including mergers and asset sales, but found no viable options.

• Board unanimously recommends dissolution as the best available option.

• After dissolution, some directors and officers will remain to wind up affairs and will be compensated at pre-dissolution levels.