Motus GI Holdings Inc (NASDAQ:MOTS): Joseph Edelman’s Perceptive Advisors filed an amended 13G.
You can check out Perceptive Advisors’ latest holdings and filings here.
Please follow Perceptive Advisors (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Perceptive Advisors or update its stock holdings.
Follow Joseph Edelman's Perceptive Advisors
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Perceptive Advisors | 0 | 2,866,541 | 0 | 2,866,541 | 2,866,541 | 18.3% |
| Joseph Edelman | 0 | 2,866,541 | 0 | 2,866,541 | 2,866,541 | 18.3% |
| Perceptive Life Sciences Master Fund, Ltd | 0 | 2,866,541 | 0 | 2,866,541 | 2,866,541 | 18.3% |
Follow Joseph Edelman's Perceptive Advisors
Page 1 of 8 – SEC Filing
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, $0.0001 par value per share
(Title of Class of Securities)
62014P108
(CUSIP Number)
February 16, 2018
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 2 of 8 – SEC Filing
| CUSIP No. 62014P108 |
| 1 | NAMES OF Perceptive Advisors LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 2,866,541 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 2,866,541 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,866,541 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 18.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE IA | |||||
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 3 of 8 – SEC Filing
| CUSIP No. 62014P108 |
| 1 | NAMES OF Joseph Edelman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 2,866,541 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 2,866,541 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,866,541 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 18.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE IN | |||||
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 4 of 8 – SEC Filing
| CUSIP No. 62014P108 |
| 1 | NAMES OF Perceptive Life Sciences Master Fund, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 0 | ||||
| 6 | SHARED VOTING POWER 2,866,541 | |||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||
| 8 | SHARED DISPOSITIVE POWER 2,866,541 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,866,541 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT 18.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE CO | |||||
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 5 of 8 – SEC Filing
| Item 1(a). | Name of Issuer: |
Motus GI Holdings, Inc. (the Issuer)
| Item 1(b). | Address of Issuers Principal Executive Offices: |
1301 East Broward
Boulevard, 3rd Floor
Ft. Lauderdale, FL 33301
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report
(collectively, the Reporting Persons) are:
Perceptive Advisors LLC (Perceptive Advisors)
Joseph Edelman (Mr. Edelman)
Perceptive Life Sciences Master Fund, Ltd. (the Master Fund)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the
principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
| Item 2(c). | Citizenship: |
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.0001 par
value per share (Common Stock)
| Item 2(e). | CUSIP Number: |
62014P108
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to each Reporting
Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 15,572,972 outstanding shares of Common Stock, as reported in the Issuers prospectus filed on
February 15, 2018.
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 6 of 8 – SEC Filing
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock. The Master Fund directly holds 2,800,541 shares of Common Stock and 66,000 shares of Common Stock
underlying warrants. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own the securities directly held by the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors and
may be deemed to beneficially own the securities directly held by the Master Fund.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed
to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item 7. | Identification and Classification of the SubsidiaryWhich Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 7 of 8 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 26, 2018
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |
| Name: | Joseph Edelman | |
| Title: | Managing Member | |
| /s/ Joseph Edelman | ||
| JOSEPH EDELMAN | ||
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By: Perceptive Advisors LLC
| By: | /s/ Joseph Edelman | |
| Name: | Joseph Edelman | |
| Title: | Managing Member | |
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Follow Motus Gi Holdings Inc. (NASDAQ:MOTS)
Page 8 of 8 – SEC Filing
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: February 26,
2018
PERCEPTIVE ADVISORS LLC
| By: | /s/ Joseph Edelman | |
| Name: | Joseph Edelman | |
| Title: | Managing Member | |
| /s/ Joseph Edelman |
| JOSEPH EDELMAN |
PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
By: Perceptive Advisors LLC
| By: | /s/ Joseph Edelman | |
| Name: | Joseph Edelman | |
| Title: | Managing Member | |
