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 Schedule is filed: |
| * | The remainder of this cover page shall be filled out for a reporting person’s 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).
CUSIP NO. 62014P108
| 1. | | Names of Reporting Person Orchestra BioMed Holdings, Inc. |
| 2. | | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ⌧ |
| 3. | | SEC Use Only |
| 4. | | Citizenship or Place of Organization Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With | | 5. | | Sole Voting Power 804,096 |
| | 6. | | Shared Voting Power 0 |
| | 7. | | Sole Dispositive Power 804,096 |
| | 8. | | Shared Dispositive Power 0 |
| 9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 804,096 |
| 10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
| 11. | | Percent of Class Represented by Amount in Row (9) 10.1 |
| 12. | | Type of Reporting Person (See Instructions) CO |
| | | | | | | | |
CUSIP NO. 62014P108
Item 1.
| | (b) | Address of Issuer’s Principal Executive Offices: |
| | East Broward Boulevard, 3rd Floor |
| | Fort Lauderdale, FL 33301 |
Item 2.
| | (a) | Name of Person Filing: |
| | This Schedule 13G is being filed on behalf of Orchestra BioMed Holdings, Inc (the “Reporting Person”). |
| | (b) | Address of Principal Business office or, if None, Residence: |
| | The address of the principal business office of the Reporting Person is 150 Union Square Drive, New Hope, PA 18938. |
| | The Reporting Person is a Delaware corporation. |
| | (d) | Title of Class of Securities: |
| | Common Stock, par value $0.0001 per share (“Common Stock”) |
CUSIP NO. 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: |
| | | (a) | | ¨ | | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). |
| | | | |
| | | (b) | | ¨ | | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | | | |
| | | (c) | | ¨ | | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | | | |
| | | (d) | | ¨ | | Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). |
| | | | |
| | | (e) | | ¨ | | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
| | | | |
| | | (f) | | ¨ | | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). |
| | | | |
| | | (g) | | ¨ | | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). |
| | | | |
| | | (h) | | ¨ | | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| | | | |
| | | (i) | | ¨ | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| | | | |
| | | (j) | | ¨ | | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| | | | |
| | | (k) | | ¨ | | Group in accordance with § 240.13d-1(b)(ii)(J). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:_____________
The information relating to the beneficial ownership of Common Stock by the Reporting Person set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.
CUSIP NO. 62014P108
| 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 person has 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. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Item 8. | Identification and Classification of Members of the Group. |
| Item 9. | Notice of Dissolution of Group. |
| 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. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: September 22, 2023 | |
| | |
| | ORCHESTRA BIOMED HOLDINGS, INC. | |
| | | |
| | | |
| | By: | /s/ David P. Hochman | |
| | | David P. Hochman | |
| | | Chief Executive Officer | |
