UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

MYOMO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 28, 20202021

Dear Myomo Stockholder:

I am pleased to invite you to attend the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of Myomo, Inc. (the “Company”) to be held on Tuesday,Wednesday, June 9, 20202021 at 9:00 a.m. Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. Stockholders may attend the virtual Annual Meeting by visiting www.proxydocs.com/MYO and register to attend the meeting. You must register prior to the registration deadline of June 5, 2020 at 5:00 p.m. Eastern Time.

At this year’s virtual Annual Meeting, our stockholders will be asked to: (1) elect the two nominees for Class III directors each of whomI director who isare named in the Proxy Statement; (2) ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;2021; (3) approve the adoptionan amendment to our certificate of Amendment No. 1incorporation to the Myomo, Inc. 2018 Stock Option and Incentive Plandecrease our authorized number of capital stock; and (4) transact any other business that properly comes before the Annual Meeting (including adjournments and postponements thereof). The Board of Directors unanimously recommends that you voteFORthe election of the director nominees,FORthe approval of Amendment No. 1 to the Myomo, Inc. 2018 Stock Option and Incentive Plan, andFORthe ratification of the appointment of Marcum LLP.LLP and FOR the approval of the amendment to our certificate of incorporation.

Under Securities and Exchange Commission rules, the Company is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote atwww.proxydocs.com/MYO. Instructions for accessing the proxy materials and voting are described below and in the Notice of Annual Meeting that you received in the mail. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form10-K for the year ended December 31, 2019.2020. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is very important. Whether or not you plan to attend the virtual meeting, please carefully review the proxy materials and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote during the meeting if you decide to attend the virtual Annual Meeting. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet if your voting instruction form from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

Thank you for your ongoing support of and continued interest in Myomo.

Sincerely,

Paul R. Gudonis

President and Chief Executive Officer

Myomo, Inc.

One Broadway, 14137 Portland St., 4^th Floor

Cambridge,Boston, MA 02142021114

NOTICE OF THE 20202021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 9, 2020

Notice is hereby given that Myomo, Inc. will hold its 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday,Wednesday, June 9, 20202021 at 9:00 a.m. Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent and convenient experience to all stockholders regardless of location. Stockholders may attend the virtual Annual Meeting by visiting www.proxydocs.com/MYO and register to attend the meeting. You must register prior to the registration deadline of June 5, 20204, 2021 at 5:00 p.m. Eastern Time. The Annual Meeting will be held to accomplish the following purposes:

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Only stockholders of record at the close of business on April 15, 20202021 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on April 15, 20202021 or hold a valid proxy for the Annual Meeting. In order to attend, you must register in advance at www.proxydocs.com/MYO prior to the registration deadline of June 5, 2020 at 5:00 p.m. Eastern Time.advance. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will permit you to submit questions. You will not be able to attend the 20202021 Annual Meeting in person.

We are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. We are mailing to many of our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials and our Annual Report on Form10-K for the year ended December 31, 2019.2020. The Notice contains instructions on how to access those documents and to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials and our Annual Report on Form10-K for the year ended December 31, 2019.2020. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials and the Annual Report by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

Your vote is important.Whether or not you plan to attend the virtual Annual Meeting, I encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on the proxy card regarding your voting options. You may vote at the virtual Annual Meeting, by submitting your proxy via the Internet, by mail or by telephone.

By Order of the Board of Directors,

Paul R. Gudonis

President and Chief Executive Officer

Cambridge,Boston, MA

April 28, 20202021

Important Notice Regarding the Availability of Proxy Materials for the Myomo 20202021 Annual Meeting of Stockholders to Be Held on June 9, 2020:2021: The Notice of 2020 Annual Meeting of Stockholders, proxy statement and our Annual Report on Form10-K for the fiscal year ended December 31, 20192020 are available atwww.proxydocs.com/MYO. In order to attend the virtual annual meeting, you must register in advance at www.proxydocs.com/MYO prior to the registration deadline of June 5, 20204, 2021 at 5:00 p.m. Eastern Time. You will not be able to attend the 20202021 Annual Meeting in person.

TABLE OF CONTENTS

PROXY STATEMENT

FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 9, 20202021

GENERAL INFORMATION

Our board of directors has made this Proxy Statement and related materials available to you on the Internet, or at your request has delivered printed versions to you by mail, in connection with the board of directors’ solicitation of proxies for our 20202021 Annual Meeting of Stockholders (the “Annual Meeting”), and any adjournment of the Annual Meeting. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.

The Annual Meeting will be held at 9:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholders meeting held at www.proxydocs.com/MYO. We made this Proxy Statement available to stockholders beginning on April 28, 2020.2021.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners as of the record date identified below. The mailing of the Notice to our stockholders is scheduled to begin on or about April 28, 2020.2021.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 9, 2020:2021: This proxy statement, the accompanying proxy card or voting instruction card and our 20192020 Annual Report on Form10-K are available atwww.proxydocs.com/MYO.

In this Proxy Statement the terms the “Company,” “we,” “us,” and “our” refer to Myomo, Inc. The mailing address of our principal executive offices is Myomo, Inc., One Broadway, 14137 Portland St., 4^th Floor, Cambridge,Boston, MA 02142.02114.

PROPOSAL ONE ELECTION OF CLASS III DIRECTORS

Number of Directors; Board Structure

Our certificate of incorporation and bylaws provide that the number of our directors shall be fixed from time to time by a resolution of the majority of our board of directors. Our board of directors currently consists of four members. Our board of directors is divided into three staggered classes of directors as nearly equal in number as possible. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the 20212022 Annual Meeting. The term of the Class IIIII directors expires at the 20222023 Annual Meeting and the term of the Class IIII directors expires at the Annual Meeting. After the initial terms expire, directors are expected to be elected to hold office for a three-year term or until the election and qualification of their successors in office.

The following presents our current directors, their respective term on the board of directors, ages and positions as of April 15, 2020:2021:

Nominees

Based on the recommendation of the nominating and corporate governance committee of our board of directors, our board of directors has nominated Thomas F. KirkA. Crowley and Paul R. GudonisMilton Morris for election each as a Class III directorI directors to serve for a three-year term ending at the 20232024 annual meeting or until his successor is elected and qualified. Each of the nomineesThomas A. Crowley is a current member of our board of directors and each of the nominees has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “for” the election of the nominee. If a nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present board of directors. In the alternative, the proxies may not vote for a substitute nominee and instead leave a vacancy on the board of directors. The board of directors may fill such vacancy at a later date or reduce the size of the board of directors. We have no reason to believe that the nominees will be unwilling or unable to serve if elected as a director.

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES.

in collaboration with the electrophysiology group at the University of Michigan hospital and the Michigan Heart and Vascular Institute. During this period, Dr. Morris was awarded fellowships from the National Science Foundation (NSF) and the National Institutes of Health (NIH) in support of his research on the development of novel approaches to low power arrhythmia classification algorithms designed for implantable defibrillators. Dr. Morris is named as an inventor on over 30 patents and an author on 20 peer reviewed publications, book chapters, abstracts and scientific presentations. Dr. Morris serves as a Trustee for Northwestern University and as a Fellow in the American Institute for Medical and Biological Engineering (AIMBE) where he was recently inducted for contributions to developing and commercializing innovations in bioelectronic medicine. Dr. Morris is a member of the board of directors of Neuspera. Dr. Morris received an MBA from the Kellogg School of Management, a Masters and Ph.D. in Electrical Engineering from the University of Michigan and a Bachelor of Science in Electrical Engineering from Northwestern University. We believe Dr. Morris’s executive experience in the medical device industry and his experience in developing and successfully launching new medical device products qualifies him to serve on our board of directors.

Directors Continuing in Office Until the 2022 Annual Meeting

Amy Knapphas been a member of our board of directors since July 2016. Ms. Knapp brings 35 years of experience in healthcare, working for health plans and health insurance companies. Ms. Knapp is currently President, Markets for Bright Health, a privately-held provider of Medicare Advantage plans, which she joined in May, 2019, In July 2016, Ms. Knappco-founded Indigo Inc., astart-up offering a whole person retirement planning service using sophisticating matching technology and the most recent science about the role of purpose in a healthy life. Since September 2016 she has served as consultant and advisor to the Chief Executive Officer of Zipongo, a digital nutrition platform based in San Francisco, working on developing Zipongo’s strategic partnership with Google. From April 2014 until January 2015, Ms. Knapp served as a consultant at Alere Health, Inc., a solution provider for wellness and prevention care management and specialized interventions designed to improve health outcomes, where she focused on developing product and revenue diversification strategies and executing partnerships. Since October 2013, Ms. Knapp has worked with the Google Food Innovation Lab, where she focuses on recruiting subject matter experts in healthcare finance, delivery and markets. Ms. Knapp has also served as a consultant to numerous companies since January 2013. From January 2010 to January 2012, Ms. Knapp served as an International Vice President to Jazz at Lincoln Center, a department of Lincoln Center for the Performing Arts. From November 1998 to July 2018, Ms. Knapp served as Regional Chief Executive Officer for United Healthcare’s Northeast and Southeast health plan operations as well as National President for United Healthcare’s middle market segment. Since 2008, Ms. Knapp has served on the boards of directors of Mt. Sinai Medical Center located in Miami Beach, Florida and Affinity Health Plan, a Medicaid health plan located in the Bronx, New York. Ms. Knapp holds a BA degree from Pomona College, Claremont, California and an MBA degree from the University of Southern California. We believe Ms. Knapp’s executive experience, management experience and substantive experience working with companies in the health industry provide the requisite qualifications, skills, perspectives and experience that make her well qualified to serve on our board of directors.

Directors Continuing in Office Until the 2023 Annual Meeting

Thomas F. Kirk has been a member of our board of directors since September 2014 and lead independent director since October 2016. Mr. Kirk has been the Chief Executive Officer, a member of the board of directors of American Surgical Professionals since June 2013 and in January 2018 he was voted Chairman. Mr. Kirk was the Chief Executive Officer of Hanger Orthopedic Group, Inc. from March 2008 until May 2012 and served as its Chief Operating Officer from January 2002 to February 2008. Mr. Kirk also served as a Director on Hanger’s Board from January 2002 to May 2014. From September 1998 to January 2002, Mr. Kirk was a principal with AlixPartners, LLC (formerly Jay Alix & Associates, Inc.), a management consulting company that was retained by Hanger in 2001 to facilitate its reengineering process. From May 1997 to August 1998, Mr. Kirk served as Vice President, Planning, Development and Quality for FPL Group, a full-service energy provider located in Florida. From April 1996 to April 1997, he served as Vice President and Chief Financial Officer for Quaker

Chemical Corporation in Pennsylvania. From December 1987 to March 1996, he held several positions and most recently served as Senior Vice President and Chief Financial Officer for Rhone Poulenc, S.A. in Princeton, New Jersey and Paris, France. From March 1977 to October 1987, he was employed by St. Joe Minerals Corp., a division of Fluor Corporation. Prior to this, he held positions in sales, commercial development, and engineering with Koppers Co., Inc. Mr. Kirk holds a Ph.D. degree in strategic planning/marketing and an MBA degree in finance from the University of Pittsburgh. He also holds a BS degree in mechanical engineering from Carnegie Mellon University. He is a registered professional engineer. We believe Mr. Kirk’s experience in leading management teams in finance, strategic planning and business development provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors.

Paul R. Gudonis has been our Chairman of the board of directors since August 2016 and our Chief Executive Officer and a director of our company since July 2011. Mr. Gudonis was also appointed President in February 2017. He brings over 35 years of experience in launching new technology-based products and services to our company. His career spans the fields of software, telecommunications, internet services, and robotics. Prior to joining our company, Mr. Gudonis served as President at FIRST Robotics, or FIRST, from October 2005 until June 2010. Prior to his position at FIRST, Mr. Gudonis was the Chief Executive Officer of Centra Software, Inc., from August 2003 until April 2005. Mr. Gudonis was also the Chief Executive Officer of Genuity, Inc. from January 2000 until March 2003. He has also served as Chairman of the Massachusetts High Tech Council. Mr. Gudonis is a member of the Dean’s Advisory Council at his alma mater, Northwestern University’s McCormick School of Engineering, where he earned his degree in electrical engineering. At McCormick, he serves on advisory boards of the Biomedical Engineering Department and NUvention medical device innovation program. He also earned his MBA degree from Harvard University. We believe Mr. Gudonis’s academic and executive experience, engineering background and substantive experience in growing early stage ventures provide the requisite qualifications, skills, perspectives and experience that make him well qualified to serve on our board of directors.

Executive Officers

The following presents our current executive officers and their respective ages and positions as of April 15, 2020:2021:

See the section of this Proxy Statement captioned “—Directors Continuing in Office Until the 20202023 Annual Meeting” for Mr. Gudonis’ biography.

David A. Henryhas been our Chief Financial Officer since February 2019. Mr. Henry brings over 30 years of financial leadership and management experience in high technology manufacturing companies. From April 2004 to July 2007 he was Chief Financial Officer of AMI Semiconductor, a NASDAQ listed company. From July 2007 through June 2017, Mr. Henry was Chief Financial Officer of American Semiconductor Corporation, a NASDAQ listed company. From August 2017 until February 2019, he was Chief Financial Officer of Eos Energy Storage LLC, a privately-held company and manufacturer of grid-scale energy systems for utilities and renewable project developers. Mr. Henry is a Certified Public Accountant. He earned his MBA from Santa Clara University and his BS in Business Administration from the University of California, Berkeley.

Micah J. Mitchellhas been our Chief Commercial Officer since July 2018. Prior to joining our company, from June 2016 to December 2018, Mr. Mitchell served as Vice President, N.A. Commercial Operations and

Business Development for Invacare Corporation (NYSE: IVC), a durable medical equipment manufacturer and distributor. From March 2015 to June 2016, he was a Regional Vice President for Numotion, a privately-held provider of individually configured, medically necessary mobility products and services. Micah was the Managing Member for Wheelchair Vans, LLC, a wheelchair accessible van rental and sales business, which he started in December of 2011 and ran until June 2015. From 2008 to 2012, he served as Director of Sales at Alliance Seating & Mobility, a privately-held custom wheelchair business. Micah is currently on the Board of Directors for Backbones, Inc, a 501(c )(3)501(c)(3) nationwide social support group for those with spinal cord injuries. Mr. Mitchell has an MBA from the McCombs School of Business at the University of Texas at Austin and a BS in Economics from Baylor University.

Jonathan NaftDr. Harry Kovelman joined us as Chief Medical Officer in November 2020. Dr. Kovelman brings 25 years of experience in medical devices and pharmaceuticals, including roles as Senior Vice President Medical Affairs for Helius Medical Technologies from April 2017 to October 2020 and Vice President, Medical Affairs for Pacira Pharmaceuticals from 2014-2017. He also held a senior executive role at Convatec from 2010 to 2014. He is the author of several papers on rehabilitation procedures and has been our General Manager since April 2012. Prior topresented at numerous professional conferences on various innovations in healthcare products and services. His responsibilities have included leading launch initiatives for innovative products, KOL development, creating scientific platforms, publication planning and working cross functionally with our company, Mr. Naft was the president of Geauga Rehabilitation Engineering (GRE), an O&P practice, which he founded. Mr. Naft is an experienced memberother parts of the O&Porganization to ensure the appropriate and compliant communication of scientific and clinical information to health care professionals, the payer community and has been recognized bypatients for both educational and clinical purposes. Dr. Kovelman received his Doctor of Medicine degree through the American Academyfifth pathway program at University of Orthotic and ProstheticsMaryland, University Hospital in Baltimore Maryland. His undergraduate work was completed at University of Maryland with the Tamarack Prize and the Clinical Creativity Awards. Mr. Naft is also an examiner for the American Board for Certificationa Bachelor of Science degree in Orthotics and Prosthetics and is a past President for the Ohio Academy of Orthotists and Prosthetists. He is a graduate of The Ohio State University College of Engineering and Northwestern University’s Prosthetic-Orthotic Center.psychology.

Clifford J. Conneightonhas been our Chief Marketing Officer since August 2017 and served as a marketing consultant to our company since January 2017. Prior to joining our company, since July 2014, Mr. Conneighton served as marketing consultant and interim Chief Marketing Officer for a variety of software and internet companies. From 2012 to 2014, he served as Chief Marketing Officer for Hybris, a privately-held enterprise software company which was acquired by SAP, Inc. From 2010 to 2012, Mr. Conneighton served as Chief Strategy Officer of Elastic Path Software, a privately-held enterprise software company. From 2008 to

CORPORATE GOVERNANCE

Meetings of the Board of Directors

Our board of directors held 64 regular meetings in 2019.2020. During their respective terms of service, each director attended at least 75% of all meetings of the board of directors and the committees on which they then served, which were held during 2019.2020. Under our corporate governance guidelines, directors are expected to be active and engaged in discharging their duties and to keep themselves informed about our business and operations. Directors are also expected to try to attend our annual meeting of stockholders, all meetings of the board of directors and all meetings of the committees on which they serve.

Code of Business Conduct and Ethics

We are committed to the highest standards of integrity and ethics in the way we conduct our business. Our board of directors has adopted a Code of Business Conduct and Ethics, which applies to our directors, officers and employees, including our chief executive officer, our chief financial officer, and our other executive and senior officers. Our Code of Business Conduct and Ethics establishes our policies and expectations with respect to a wide range of business conduct, including the preparation and maintenance of our financial and accounting information, our compliance with laws, and possible conflicts of interest.

Under our Code of Business Conduct and Ethics, each of our directors and employees is required to report suspected or actual violations to the extent permitted by law. In addition, we have adopted separate procedures concerning the receipt and investigations of complaints relating to accounting or audit matters. These procedures have been adopted by the board of directors and are administered by our audit committee.

A current copy of our Code of Business Conduct and Ethics is posted on the Corporate Governance section of our website, which is located at www.myomo.com.

Policy on Trading, Pledging and Hedging of Company Stock

Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material,non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits short sales and, without prior approval, derivative transactions of our stock by our executive officers, directors and specified other employees and their respective affiliates, purchases or sales of puts, calls or other derivative securities of the company or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in the value of our securities, or other hedging transactions. In addition, our insider trading policy expressly prohibits our executive officers, directors and specified other employees and their respective affiliates from borrowing against company securities held in a margin account, or, without prior approval, pledging our securities as collateral for a loan.

Independence of the Board of Directors

Our board of directors has determined that Messrs. Kirk and Crowley and Ms. Knapp satisfy the requirement for independence set out in Section 803 of the NYSE American rules and that each of these directors has no material relationship with us (other than being a director and/or a stockholder). In addition, in connection with Proposal 3 and his proposed election to our board of directors at the Annual Meeting, our board of directors has made the same determination with respect to Dr. Morris. In making its independence determinations, the board of directors sought to identify and analyze all of the facts and circumstances relating to any relationship

between a director, his or her immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those contained in the NYSE American rule referenced above. A majority of the members of our board of directors are independent under NYSE American rules.

Myomo, Inc., One Broadway, 14137 Portland St., 4^th Floor, Cambridge,Boston, MA 02142,02114, who will forward all recommendations to the nominating and corporate governance committee. The nominating and corporate governance committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

as well as the ability to engage advisors. Our chief financial officer provides reports to the audit committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our audit committee meets privately with representatives from our independent registered public accounting firm and our chief financial officer. The audit

Audit Committee

We have a separately designated standing audit committee of our board of directors, as defined in Section 3(a)(58)(A) of the Exchange Act. The audit committee is currently comprised of three of our independent directors: Thomas Kirk, Amy Knapp and Thomas Crowley. Ms. Knapp is the Chair of our audit committee. Our board of directors has determined that each of the members of our audit committee is “independent” within the

PROPOSAL TWO RATIFICATION OF THE APPOINTMENT OF

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have appointed Marcum LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2020,2021, and we are asking you and other stockholders to ratify this appointment. Marcum LLP has audited our financial statements since 2015.

The audit committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate governance, the board of directors determined to submit to stockholders for ratification the appointment of Marcum LLP. A majority of the votes present in person, by remote communication (if applicable) or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter is required in order to ratify the appointment of Marcum LLP. In the event that the required majority do not ratify this appointment of Marcum LLP, we will review our future appointment of Marcum LLP.

We expect that a representative of Marcum LLP will attend the virtual Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

We have adopted a policy under which the audit committee mustpre-approve all audit and permissiblenon-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

In addition, in the event time constraints requirepre-approval prior to the audit committee’s next scheduled meeting, the audit committee has authorized its chairman topre-approve services. Engagements sopre-approved are to be reported to the audit committee at its next scheduled meeting.

Audit Fees

The following table sets forth the fees billed by Marcum LLP for audit, audit-related, tax and all other services rendered for 20192020 and 2018:2019:

Audit Fees.Audit fees consist of fees billed for the audit of our annual financial statements, the review of the interim financial statements, and related services that are normally provided in connection with registration statements. Included in the 20192020 audit fees is aggregate fees of $65,121$127,720 related to the filing of a prospectus under our FormS-3 registration statement in February 20192020 and the filing of aamendments to our registration statement on FormS-1 in December 2019during January and February 2020.

Audit-Related Fees.Consist of aggregate fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of our financial statements and were not reported above under “Audit Fees”.

PROPOSAL THREE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK AND PREFERRED STOCK

Our certificate of incorporation currently authorizes the issuance of 100,000,000 shares of our common stock, par value $0.0001 per share, and 25,000,000 shares of our preferred stock, par value $0.0001 per share. After due consideration, our board of directors has determined that it is in the best interests of the Company and its stockholders to amend our certificate of incorporation to reduce the number of shares of our common stock that we are authorized to issue from 100,000,000 shares to 65,000,000 shares and the number of shares of our preferred stock that we are authorized to issue from 25,000,000 shares to 10,000,000 shares.

Current Capitalization

As of April 15, 2021, our capitalization was as follows:

Based on the above capitalization information, 94,395,964 shares of our currently authorized common stock and 25,000,000 shares of our currently authorized preferred stock remain unissued and unreserved and available for future issuance as of April 15, 2021.

Purpose of the Amendment

As described above, there are a significant number of authorized but unissued shares of our common stock and preferred stock relative to the number of shares outstanding.

We are mindful of the potential negative effects of a large number of authorized but unissued shares of our common stock. For instance, future issuances of common stock or securities convertible into common stock could have a negative impact on our earnings per share and book value per share and would dilute the voting power and ownership of our existing stockholders. In addition, the availability of a substantial number of authorized but unissued shares of common stock could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. Further, because the amount of a Delaware corporation’s franchise tax fees is based on the number of authorized shares of its capital stock, a larger number of authorized shares results in increased Delaware franchise tax obligations.

We believe that the number of shares of our common stock and preferred stock that are currently authorized, 125,000,000 shares, provides significantly more available shares than are necessary for our reasonably foreseeable future needs. As a result, the board of directors has approved and is recommending that our stockholders approve a reduction in the number of shares of our common stock that we are authorized to issue from 100,000,000 shares to 65,000,000 shares and our preferred stock that we are authorized to issue from 25,000,000 shares to 10,000,000 shares. The board of directors believes 65,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock will provide us with sufficient flexibility to issue

shares of our common stock and preferred stock as needed for general corporate purposes for the foreseeable future. In addition, a reduction to the authorized shares of our common stock will have the immediate effect of reducing our Delaware franchise tax obligations by an estimated amount of $65,000 annually.

Potential Adverse Effects of the Amendment

Although our Board believes 65,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock will be sufficient for our expected purposes for the foreseeable future, these expectations could turn out to be incorrect and we may require additional authorized shares sooner than we expect. In that case, we would be forced to obtain the approval of our stockholders to effect an increase to our authorized shares. The stockholder approval process can be and time-consuming and is subject to a variety of SEC rules that implement waiting periods throughout the process, which could prevent us from obtaining any increase to our authorized shares in a timely manner. Moreover, our stockholders may not approve any future proposal to increase our authorized shares. Either of these outcomes could force us to forego opportunities that we believe to be valuable or prevent us from using equity for compensation or other corporate purposes, which could limit our flexibility and prospects and strain our cash resources.

Procedure for Effecting the Amendment

If the proposed amendment is approved and adopted by our stockholders at the Annual Meeting, it will become effective upon filing with the Secretary of State of the State of Delaware a certificate of amendment to our certificate of incorporation in substantially the form attached as Annex A to this Proxy Statement. Subject to the discretion of the board of directors, which could elect to abandon the amendment at any time before or after stockholder approval, we expect to file the certificate of amendment with the Secretary of State of the State of Delaware as soon as practicable following stockholder approval.

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK AND PREFERRED STOCK.

Report of the Audit Committee of the Board of Directors

This report is submitted by the audit committee of the Board of Directors (the “Board”) of Myomo, Inc. (the “Company”). The audit committee consists of the three directors whose names appear below. None of the members of the audit committee is an officer or employee of the Company, and the Board has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined under Rule10A-3 of the Exchange Act, and the applicable rules of the NYSE American. Each member of the audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE American. The Board has designated Ms. Knapp as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee operates under a written charter adopted by the Board.

The audit committee’s general role is to assist the Board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The audit committee has reviewed the Company’s consolidated financial statements for 20192020 and met with management, as well as with representatives of Marcum LLP, the Company’s independent registered public accounting firm, to discuss the financial statements. The audit committee also discussed with members of Marcum LLP the matters required to be discussed by the Auditing Standard No. 1301, “Communication with Audit Committees,” as adopted by the Public Company Accounting Oversight Board.

In addition, the audit committee received the written disclosures and the letter from Marcum LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and discussed with members of Marcum LLP its independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the audit committee recommended to the Board that the Company’s audited consolidated financial statements for 20192020 be included in its Annual Report on Form10-K for 2019.2020.

The information contained in this audit committee report shall not be deemed to be “soliciting material,” “filed” or incorporated by reference into any past or future filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that the Company specifically incorporates it by reference.

Audit Committee

Amy Knapp (Chairperson)

Thomas A. Crowley, Jr.

Thomas F. Kirk

PROPOSAL THREE APPROVAL OF AMENDMENT NO. 1 TO THE MYOMO, INC. 2018 STOCK OPTION AND INCENTIVE PLAN

Proposal

The Board of Directors believes that stock-based incentive awards can play an important role in the success of the Company by encouraging and enabling the employees, officers,non-employee directors and consultants of the Company and its subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. The Board of Directors believes that providing such persons with a direct stake in the Company assures a closer identification of the interests of such individuals with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

On March 18, 2020, the Board of Directors adopted, subject to stockholder approval, Amendment No. 1 (the “Plan Amendment”) to the Myomo, Inc. 2018 Stock Option and Incentive Plan (the “2018 Plan” and as amended, the “Amended 2018 Plan”). The Plan Amendment increases the number of shares reserved for issuance by 350,000 shares of common stock, par value $0.0001 per share of the Company (the “Common Stock”), to an aggregate of 413,216 shares of Common Stock under the Amended 2018 Plan (inclusive of the Annual Evergreen Increase (as defined below) on each of January 1, 2019 and January 1, 2020, under the 2018 Plan). Other than such proposed increase in the number of shares reserved for issuance, there are no other amendments to the Amended 2018 Plan. The Amended 2018 Plan is designed to enhance the flexibility to grant equity awards to our officers, employees,non-employee directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board of Directors and/or the Compensation Committee. Copies of the Plan Amendment and, as amended, the Amended 2018 Plan, are attached as Exhibit A to this proxy statement and is incorporated herein by reference.

As of March 31, 2020, there were stock options to acquire 20,928 shares of common stock outstanding under our equity compensation plans, with a weighted average exercise price of $46.76 and a weighted average remaining term of 7.6 years. In addition, as of March 31, 2020, there were 15,249 unvested full value awards with time-based vesting and 1,333 unvested full value awards with performance-based vesting outstanding under our equity compensation plans. As of March 31, 2020, there were 34,870 shares of common stock available for awards under our equity compensation plans.

Summary of Material Features of the Amended 2018 Plan

The material features of the Amended 2018 Plan are:

EXECUTIVE COMPENSATION

Our named executive officers for 20192020 are:

Summary Compensation Table

The following table summarizes the compensation of our named executive officers the years ended December 31, 20192020 and 2018.2019.

Narrative Disclosure to Summary Compensation Table

Our compensation committee reviews compensation annually for all employees, including our executives. In setting executive base salaries and annual incentives and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short-and long-term results that are in the best interests of our stockholders, and a long-term commitment to us.

Our compensation committee is responsible for determining the compensation for all our executive officers. Our compensation committee typically reviews and discusses management’s proposed compensation with the chief executive officer for all executives. We also review the compensation practices for other publicly traded companies in similar industries and of similar market capitalization. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then sets the compensation for each executive officer.

Base Salary

Each named executive officer’s base salary noted above is a fixed component of annual compensation for performing specific duties and functions, and has been established by our board of directors taking into account each individual’s role, responsibilities, skills, and experience.

Annual Performance Bonuses

Our annual performance bonus program is intended to reward our named executive officers for meeting objective or subjective individual and/or company-wide performance goals for a fiscal year.

Long Term Equity Incentives

Our equity grant program is intended to align the interests of our named executive officers with those of our stockholders and to motivate them to make important contributions to our performance.

Employment Agreements

Paul R. Gudonis:

On December 23, 2016,April 22, 2021, we entered into a newrenewed employment agreement with Mr. Gudonis, which we refer to as the Gudonis Agreement, pursuant to which Mr. Gudonis agreed to continue serving us as our Chief Executive Officer. Mr. Gudonis’ initial annual base salary under the Gudonis Agreement of $120,000 wasis $240,000, which will be increased to $240,000 in June 2017.$247,200 effective July 1, 2021. During the term, Mr. Gudonis is eligible to receive an annual bonus of up to 50%75% of his base salary, with the actual amount to be determined by the board of directors and the compensation committee based upon Mr. Gudonis and us meeting certain reasonable strategic, sales, operational, and financial goals and targets established by the board of directors. On December 13, 2019, the compensation committee extended the term of the Gudonis Agreement to December 31, 2020.

As set forth in the Gudonis Agreement, Mr. Gudonis’ employment is at will, with an initialfor a three (3) year term expiring on December 31, 2023 that may be renewed upon the consent of the parties. If the parties decide not to renew the Gudonis Agreement but to continue to work together in an employment relationship, Mr. Gudonis’ employment shall continue on anat-will basis pursuant to the terms and conditions then in effect, unless otherwise modified in writing. In the case of termination without cause, then we are required to pay to Mr. Gudonis (i) his base salary for twelve months plus apro-rata portion of his board approved annual incentive bonus for the year, to be paid at the usual time bonuses are paid, (ii) if Mr. Gudonis was participating in our group health plan immediately prior to the date of termination and he elects Consolidated Omnibus Budget Reconciliation Act, or COBRA, health continuation, then we are required to pay to Mr. Gudonis a monthly cash payment for twelve (12) months or Mr. Gudonis’ COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Mr. Gudonis if he had remained employed by us, and (iii) all stock options and other stock-based awards held by Mr. Gudonis which would have vested if employment had continued for twelve (12) additional months will vest and become exercisable ornon-forfeitable. The payment by us of Mr. Gudonis’ base salary may be made either by a lump sum or in equal installments. Additionally, if such termination without cause occurs within 12 months after the occurrence of a change in control, then notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by Mr. Gudonis shall immediately accelerate and become fully exercisable ornon-forfeitable as of the date of termination.

David A. Henry:

On February 18, 2019,April 22, 2021, we entered into a newrenewed employment agreement in conjunction with the hiring of Mr. Henry, which we refer to as the Henry Agreement, pursuant to which Mr. Henry agreed to continue to serve us as Chief Financial Officer. Mr. Henry’s initial annual base salary under the Henry Agreement is $215,000.$215,000, which will be increased to $221,500 effective July 1, 2021. This base salary shall be determined annually by our Chief Executive Officer. Mr. Henry also received a cash signing bonus of $25,000. During the term, which is initially for two years with an automaticone-year renewal,

As set forth in the Henry Agreement, Mr. Henry’s employment is at will, with no specific end date, though in the case of termination without cause then (i) we are required to pay Mr. Henry an amount equal to 50%75% of the sum of the base salary plus apro-rata portion of thehis board approved annual incentive bonus for the year (excluding any signing bonuses), to be paid at the usual time bonuses are paid, with such amount increasing to 75% of the base salary effective upon the first anniversary of Mr. Henry’s employment (ii) all stock options and other stock-based awards held by Mr. Henry which would have vested if employment had continued for six (6) additional months will vest and become exercisable ornon-forfeitable, (iii) if Mr. Henry was participating in our group health plan immediately prior to the date of termination and he elects COBRA health continuation, then we are required to pay to Mr. Henry a monthly cash payment for six (6) months or Mr. Henry’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Mr. Henry if he had remained employed by us, with such monthly payments increasing to nine (9) months effective upon the first anniversary of Mr. Henry’s employment and (iv) the amounts payable according to this provision shall be paid out in substantially equal installments in accordance with our payroll practice over six (6) months commencing within 60 days after the date of termination; provided, however, that if the60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such60-day period; provided, further, that the initial payment shall include acatch-up payment to cover amounts retroactive to the day immediately following the date of termination. If Mr. Henry is terminated without cause within the 12 months following a change in control, then, in lieu of the prior payments referenced, (i) we are required to pay Mr. Henry an amount equal to 75% of the sum of his base salary plus apro-rata portion of the incentive bonus for the year, at the usual time bonuses are paid, with such payment increasing to 100% of base salary effective upon the first anniversary of Mr. Henry’s employment, (ii) all stock options and other stock-based awards held by Mr. Henry become exercisable ornon-forfeitable, (iii) if Mr. Henry was participating in our group health plan immediately prior to the date of termination and he elects COBRA health continuation, then we are required to pay to Mr. Henry a monthly cash payment for nine (9) months or Mr. Henry’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Mr. Henry if he had remained employed by us and (iv) the amounts payable according to this provision shall be paid out in substantially equal installments in accordance with our payroll practice over six (6) months commencing within 60 days after the date of termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment increasingshall include a catch-up payment to cover amounts retroactive to the day immediately following the date of termination. If Mr. Henry is terminated without cause within the 12 months following a change in control, then, in lieu of the prior payments referenced, (i) we are required to pay Mr. Henry an amount equal to 100% of the sum of his base salary plus his board approved annual incentive bonus for the year, (ii) all stock options and other stock-based awards held by Mr. Henry become exercisable or non-forfeitable, (iii) if Mr. Henry was participating in our group health plan immediately prior to the date of termination and he elects COBRA health continuation, then we are required to pay to Mr. Henry a monthly cash payment for twelve (12) months effective upon the first anniversary ofor Mr. Henry’s employmentCOBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that we would have made to provide health insurance to Mr. Henry if he had remained employed by us, and (iv) the amounts payable according to this provision shall be paid out commencing within 60 days after the date of termination; provided, however, that if the60-day period begins in one calendar year and ends in a second calendar year, the severance amount shall begin to be paid in the second calendar year by the last day of such60-day period; provided, further, that the initial payment shall include acatch-up payment to cover amounts retroactive to the day immediately following the date of termination.

Jonathan Naft:Micah J. Mitchell:

On December 23, 2016,April 22, 2021, we entered into a newrenewed employment agreement with Mr. Naft,Mitchell, which we refer to as the NaftMitchell Agreement, pursuant to which Mr. NaftMitchell agreed to continue to serve us as Vice President.our Chief Commercial Officer. Mr. Naft’s initialMitchell’s annual base salary under the NaftMitchell Agreement of $100,000 wasis $180,000, which will be increased to $200,000 in June 2017.$185,400 effective July 1, 2021. This base salary shall be determined annually by ourthe Chief Executive Officer.Officer and our compensation committee. During the term, which is initially for two years with an automaticone-year renewals thereafter,renewal, Mr. NaftMitchell is eligible to receive target cash incentive compensation of 80% of his base salary as determined annually by the Chief Executive Officer and the board of directors. Mr. Naft’s target annual incentive compensation is 60% of his base salary.committee.

As set forth in the NaftMitchell Agreement, Mr. Naft’sMitchell’s employment is at will, with no specific end date, though in the case of termination without cause then (i) we are required to pay Mr. NaftMitchell an amount equal to 50% of the sum of the base salary plus apro-rata portion of thehis board approved annual incentive bonus for the year, to be paid at the usual time bonuses are paid, (ii) all stock options and other stock-based awards held by Mr. NaftMitchell which would have vested if employment had continued for six (6) additional months will vest and become exercisable ornon-forfeitable,

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements, we describe below transactions and series of similar transactions since January 1, 2018,2019, to which we were a party or will be a party, including in which:

We have adopted a written policy that requires all transactions between us and any director, director nominee, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of, or entities affiliated with, any of them, or any other related persons (as defined in Item 404 of RegulationS-K under the Securities Act) or their affiliates, in which the amount involved is equal to or greater than $120,000, be approved in advance by our audit committee. Any request for such a transaction must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the extent of the related party’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

All of the transactions described below that occurred prior to our initial public offering were entered into prior to the adoption of this written policy but each was approved by our board of directors. Prior to our board of directors’ consideration of a transaction with a related person, the material facts as to the related person’s relationship or interest in the transaction were disclosed to our board of directors, and the transaction was not approved by our board of directors unless a majority of the directors approved the transaction.

GRE Arrangement

We sell our products to GRE, an orthotics and prosthetics practice whose ownership includes Jonathan Naft, who iswas an executive officer of our company.company until his departure from such position in March 2021. We sell to GRE at standard list prices. Sales to GRE during the fiscal years ended December 31, 2020 and 2019 2018were approximately $175,900 and 2017 were $51,700, $306,200 and $53,500, respectively. Amounts due from GRE as of December 31, 20192020 and 20172019 were approximately $44,900 and $25,900, and $77,600, respectively. There were no amounts included in accounts receivable which were due from GRE as of December 31, 2018.

We also obtain consulting and fabrication services from GRE. Charges for these services during the years ended December 31, 2019, 20182020 and 20172019 amounted to approximately $490,500, $530,300$457,200 and $356,400,$490,500, respectively. Included in accounts payable and accrued expenses as of December 31, 2019, 20182020 and 20172019 is approximately $47,400, $54,000$29,600 and $65,800,$47,400, respectively due to GRE.

Indemnification Agreements

We have agreements to indemnify our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and

TRANSACTION OF OTHER BUSINESS

The board of directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.

ADDITIONAL INFORMATION

Procedures for Submitting Stockholder Proposals

Requirements for Stockholder Proposals to be Brought Before the Annual Meeting.Our bylaws provide that, for nominations of persons for election to our board of directors or other proposals to be considered at an annual meeting of stockholders, a stockholder must give written notice to our Corporate Secretary at Myomo, Inc., One Broadway, 14137 Portland St., 4^th Floor, Cambridge,Boston, MA 02142,02114, not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the first anniversary of the date of the preceding year’s annual meeting. However, the bylaws also provide that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any nomination must include all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, the person’s written consent to be named in the Proxy Statement and to serve as a director if elected and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the stockholder proposing such business, the number of shares of our capital stock which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or its affiliates or associates (as defined in Rule12b-2 promulgated under the Exchange Act) and certain additional information.

The advance notice requirements for the Annual Meeting are as follows: a stockholder’s notice shall be timely if delivered to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials.In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our 2021 annual meeting of stockholders, all applicable requirements of Rule14a-8 must be satisfied and we must receive such proposals no later than December 29, 2020.2021. Such proposals must be delivered to our Corporate Secretary at Myomo, Inc., One Broadway, 14137 Portland St., 4^th Floor, Cambridge,Boston, MA 02142.02114.

ExhibitAnnex A

FIRST AMENDMENT TO THE MYOMO, INC.Second Certificate of Amendment

2018 STOCK OPTION AND INCENTIVE PLANto the

This First Amendment (thisEighth Amended and Restated

Certificate of Incorporation

Myomo, Inc., a corporation organized and existing under virtue of the provisions of the General Corporation Law of the State of Delaware (the “AmendmentDGCL”) to the Myomo, Inc. 2018 Stock Option and Incentive Plan (the “Plan”), of Myomo, Inc. (the “Company”) is effective as of the date of approval by the Company’s stockholders (the “Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Plan.

As of the Effective Date, the Plan shall be amendeddoes hereby certify as follows:

“Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is 75,000,000, of which 10,000,000 shares of the par value of $0.0001 shall be designated Preferred Stock and 65,000,000 shares of the par value of $0.0001 shall be designated Common Stock.”

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Please separate carefully at the perforation and return just this portion in the envelope provided.  MYOMO INC
Annual Meeting of Stockholders
For Stockholders as of record on April 15, 2021

MYOMO INC

Annual Meeting of Stockholders

Please make your marks like this: Use dark black pencil or pen only

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR THE ELECTION OF THE DIRECTORS IN ITEMON PROPOSALS 1, FOR THE PROPOSALS IN ITEM 2 AND IN THE DISCRETION OF THE PROXYHOLDERS ON ANY OTHER MATTER THAT PROPERLY COMES BEFORE THE MEETING.

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PROXY TABULATOR FOR MYOMO, INC. c/o MEDIANT COMMUNICATIONS P.O. BOX 8016 CARY, NC 27512-9903

BOARD OF DIRECTORS

PROPOSAL

YOUR VOTE

RECOMMENDS

1.   To elect two Class I directors named below to hold office until the 2024 Annual Meeting of Stockholders.

FOR

WITHHOLD

1.01 Thomas A. Crowley

☐

☐

FOR

1.02 Milton M. Morris

☐

☐

FOR

FOR

AGAINST

ABSTAIN

2.   To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

☐

☐

☐

FOR

3.   To approve an amendment to the Company’s Articles of Incorporation to reduce the shares available for issuance.

☐

☐

☐

FOR

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Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.