As filed with the Securities and Exchange Commission on March 16, 202122, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM S-3

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Motus GI Holdings, Inc.

(Exact name of registrant as specified in its charter)

1301 East Broward Boulevard, 3rd Floor

Ft. Lauderdale, FL 33301

Telephone: (954) 541-8000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)offices)

Timothy P. MoranMark Pomeranz

Chief Executive Officer

Motus GI Holdings, Inc.

1301 East Broward Boulevard, 3^rd 3rd Floor

Ft. Lauderdale, FL 33301

Telephone:Tel: (954) 541-8000

(Name, address, including zip code, and telephone number,

including area code, of agent for service)service)

Copies of all communications, including communications sent to the agent for service, to:

Steven M. Skolnick, Esq.

Michael J. Lerner, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 262-6700

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of Securities Act ☒the Exchange Act. ☐

CALCULATION OF REGISTRATION FEE

The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statementthe Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. AThe Selling Stockholder may not resell these securities until the registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statementCommission is effective. This preliminary prospectus is not an offer to sell these securities, and does not solicit an offernor is it a solicitation of offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

Subject to completion, preliminary prospectus dated March 16, 2021SUBJECT TO COMPLETION, DATED MARCH 22, 2024

PRELIMINARY PROSPECTUS

6,000,000

4,400,001 Shares of Common Stock

Issuable upon Exercise of Outstanding Warrants

This prospectus relates to the resale from time to time, by the selling stockholder identified in this prospectus under the caption “Selling Stockholder,” of up to 6,000,0004,400,001 shares of Motus GI Holdings, Inc. (the “Company,” “we,” “our” or “us”) common stock, par value $0.0001 per share (the “Warrant Shares”“Common Stock”), it may acquireby the selling stockholder listed in this prospectus or their permitted transferees (the “Selling Stockholder”). The shares of Common Stock registered for resale pursuant to this prospectus consist of (i) 2,200,000 shares of Common Stock (the “Series B-1 Warrant Shares”) issuable upon the exercise of outstandingSeries B-1 warrants which we refer to as(the “Series B-1 Warrants”) and (ii) 2,200,001 shares of Common Stock (the “Series B-2 Warrant Shares”, and together with the “Warrants”Series B-1 Warrant Shares, the “Warrant Shares”) issuable upon the exercise of Series B-2 warrants (the “Series B-2 Warrants” and together with the Series B-1 Warrants, the “Warrants”). WeThe Warrants were issued the Warrants to the selling stockholder pursuant to that certain Warrant Exercise AgreementSelling Stockholder in a private placement offering (the “Exercise Agreement”“Private Placement”), dated as of January 27, 2021, between which closed on February 26, 2024.

For additional information about the CompanyPrivate Placement, see “Private Placement.”

The Series B-1 Warrants and the selling stockholder.

Series B-2 Warrants have an exercise price of $0.74 per share. The selling stockholderSeries B-1 Warrants will be exercisable upon issuance until the five (5) year anniversary of the date of issuance. The Series B-2 Warrants will be exercisable upon issuance until eighteen (18) months after the date of issuance. The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stockCommon Stock or interests in their shares of common stockCommon Stock on any stock exchange, market or trading facility on which the shares of common stockCommon Stock are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan“Plan of Distribution”Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the common stockshares of Common Stock by the selling stockholder.Selling Stockholder. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use“Use of Proceeds”Proceeds” beginning on page 48 and “Plan“Plan of Distribution”Distribution” beginning on page 69 of this prospectus for more information.

No underwriter or other person has been engaged to facilitate the sale of the Warrant Shares in this offering. The Selling Stockholders may, individually but not severally, be deemed to be an “underwriter” within the meaning of the Securities Act, of the Warrant Shares that they are offering pursuant to this prospectus. We will bear all costs, expenses and fees in connection with the registration of the Warrant Shares. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sales of the Warrant Shares.

Our common stockCommon Stock is listed on theThe Nasdaq Capital Market (“Nasdaq”) under the symbol “MOTS.”“MOTS”. On March 15, 2021,20, 2024, the last reported sale price of our common stockCommon Stock as reported on the Nasdaq Capital Market was $1.60 per share.$0.52.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

You should read this prospectus, together with additional information described under the headings “Information Incorporated“Incorporation of Certain Information by Reference”Reference” and “Where“Where You Can Find More Information,” carefully before you invest in any of our securities.

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors”“Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, filed with the Securities and Exchange Commission, or the SEC, on March 16, 202118, 2024 and our other filings we make with the Securities and Exchange CommissionSEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

Neither the Securities and Exchange CommissionSEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectusprospectus is                 , 20212024

TABLE OF CONTENTS

Motus GI Holdings, Inc., and its consolidated subsidiaries are referred to herein as “Motus,” “the Company,” “we,” “us” and “our,” unless the context indicates otherwise.

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and the documents incorporated by reference herein contain, and our officers and representatives may from time to time make, “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “goal,” “seek,” “project,” “strategy,” “likely,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements are neither historical facts, nor should they be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it.

These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission on March 16, 2021 and other filings we make with the Securities and Exchange Commission from time to time.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

The number of shares of Common Stock to be outstanding upon completion of this offering is based on 5,210,876 of our shares of Common Stock outstanding as of March 19, 2024 and excludes the following:

RISK FACTORS

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors”“Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023 filed with the Securities and Exchange CommissionSEC on March 16, 202118, 2024, and our other filings we make with the Securities and Exchange CommissionSEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein. For a description of these reports and documents, and information about where you can find them, see “Additional Information” and “Incorporation of Certain Information By Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our and the information incorporated by reference herein. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could suffer materially. In such an event, the trading price of our common stockshares of Common Stock could decline, and you might lose all or part of your investment.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this prospectus contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended (the “USE OF PROCEEDSSecurities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

There are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking statement made by us. These factors include, but are not limited to:

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should review the factors and risks and other information we describe in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent reports we will file from time to time with the SEC.

All forward-looking statements are expressly qualified in their entirety by this cautionary note. You are cautioned to not place undue reliance on any forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference herein. You should read this prospectus and the documents that we incorporate by reference and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that will achieve our objectives and plans in any specified time frame, or at all. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will not receive anyresult or be achieved or accomplished.

PRIVATE PLACEMENT

On February 21, 2024, we entered into a warrant exchange agreement (the “Warrant Exchange Agreement”) with the Selling Stockholder holding certain of our existing warrants to purchase up to an aggregate of 2,933,334 shares of Common Stock, issued to the Selling Stockholder on December 21, 2023 (the “Existing Warrants”). Pursuant to the Warrant Exchange Agreement, the Selling Stockholder agreed to exercise for cash its Existing Warrants at a reduced exercise price of $0.925 per share in consideration for our agreement to issue in a private placement the Series B-1 Warrants and the Series B-2 Warrants. The Series B-1 Warrants and the Series B-2 Warrants have an exercise price of $0.74 per share. The Series B-1 Warrants will be exercisable upon issuance until the five (5) year anniversary of the date of issuance. The Series B-2 Warrants will be exercisable upon issuance until eighteen (18) months after the date of issuance. The Series B-1 Warrants and the Series B-2 Warrants were issued on February 26, 2024. We received aggregate gross proceeds of approximately $2.7 million from the sale of shares of common stock offered by the selling stockholder under this prospectus. However, we will receive the proceeds of any cash exercise of the Warrants. If allExisting Warrants, before deducting financial advisory fees and other offering expenses payable by us.

Pursuant to the Warrant Exchange Agreement, we agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) providing for the resale of the Series B-1 Warrant Shares and the Series B-2 Warrant Shares within five (5) business days of the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 30 calendar days following the date of the filing of the resale registration statement with the SEC and to keep such registration statement effective at all times until the Holder no longer owns any Series B-1 Warrants were exercised foror Series B-2 Warrants or the shares issuable upon exercise thereof.

We engaged A.G.P./Alliance Global Partners (the “Financial Advisor”) to act as our financial advisor in accordance with that certain financial advisory agreement, by and between us and the Financial Advisor, dated as of February 21, 2023 (the “Engagement Letter”), in connection with the transactions summarized above. We paid the Financial Advisor (i) a cash we would receive aggregate proceedsfee of approximately $12.7 million. We intend$135,000, equal to use5.0% of the netaggregate gross proceeds received from any cashthe Selling Stockholder’s exercise of its Existing Warrants and (ii) $50,000 for reimbursement of certain expenses in connection with the Warrantstransaction pursuant to fund commercialization activities for our Pure-Vu System, to continue researchthe terms and development activities, including clinical and regulatory development and for the continued development and enhancementconditions of the Pure-Vu System, and acquisitions or investments in businesses, products or technologies that are complementary to our own. We intend to use the remaining net proceeds for working capital and other general corporate purposes.Engagement Letter.

SELLING STOCKHOLDER

This prospectus covers the resale or other disposition by the selling stockholderSelling Stockholder identified in the table below of up to an aggregate of 6,000,0004,400,001 shares of our common stockCommon Stock issuable upon the exercise of our outstandingthe Warrants.

The selling stockholderSelling Stockholder acquired its securities in the transactions described above under the heading “Prospectus Summary – Recent Developments – Warrant Exchange.“Private Placement.”

The Warrants held by the selling stockholderSelling Stockholder contain limitations which prevent the holder from exercising those warrantssuch Warrants if such exercise would cause the selling stockholder,Selling Stockholder, together with certain related parties, to beneficially own a number of shares of common stockCommon Stock which would exceed 4.99% of our then outstanding common stockshares of Common Stock following such exercise, excluding for purposes of such determination, common stockshares of Common Stock issuable upon exercise of the Warrants which have not been exercised.

The table below sets forth, as of February 23, 2021,March 19, 2024, the following information regarding the selling stockholder:Selling Stockholder:

Except as described above, the number of shares of common stockCommon Stock beneficially owned by the selling stockholderSelling Stockholder has been determined in accordance with Rule 13d-3 under the Exchange Act and includes, for such purpose, shares of common stockCommon Stock that the selling stockholderSelling Stockholder has the right to acquire within 60 days of February 23, 2021.March 19, 2024.

All information with respect to the common shareCommon Stock ownership of the selling stockholderSelling Stockholder has been furnished by or on behalf of the selling stockholder.Selling Stockholder. We believe, based on information supplied by the selling stockholder,Selling Stockholder, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholderSelling Stockholder has sole voting and dispositive power with respect to the shares of common stockCommon Stock reported as beneficially owned by it.the Selling Stockholder. Because the selling stockholderSelling Stockholder identified in the table may sell some or all of the shares of common stockCommon Stock beneficially owned by itthem and covered by this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of common stock,Common Stock, no estimate can be given as to the number of shares of common stockCommon Stock available for resale hereby that will be held by the selling stockholderSelling Stockholder upon termination of this offering. In addition, the selling stockholderSelling Stockholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of common stockCommon Stock they beneficially own in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table, that the selling stockholderSelling Stockholder will sell all of the shares of common stockCommon Stock owned beneficially by it that are covered by this prospectus, but will not sell any other shares of common stockCommon Stock that they presently own. The selling stockholderExcept as set forth below, the Selling Stockholder has not held any position or office, or hashave otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our common stockshares of Common Stock or other securities.

PLANUSE OF DISTRIBUTIONPROCEEDS

The selling stockholder, which as used herein includes donees, pledgees, transferees or other successors-in-interest sellingCommon Stock to be offered and sold using this prospectus will be offered and sold by the Selling Stockholder named in this prospectus. Accordingly, we will not receive any proceeds from any sale of shares of common stock, or interestsCommon Stock in this offering. We will pay all of the sharesfees and expenses incurred by us in connection with this registration. However, we will receive the proceeds of common stock received afterany cash exercise of the dateWarrants. We intend to use the net proceeds from any cash exercise of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer,the Warrants for working capital and general corporate purposes.

PLAN OF DISTRIBUTION

The Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell transfer or otherwise dispose of any or all of their shares of common stocksecurities covered hereby on The Nasdaq Capital Market or interests in the shares of common stock on any other stock exchange, market or trading facility on which the sharessecurities are traded or in private transactions. The selling stockholder may sell all or a portion of the shares of common stock held by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, whichat fixed or negotiated prices. A Selling Stockholder may involve crosses or block transactions, pursuant touse any one or more of the following methods:methods when selling securities:

The aggregate proceeds to the selling stockholder from the sale of the shares of common stock offered by it will be the purchase price of the shares of common stock less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of shares of common stock to be made directly or through agents. We will not receive any of the proceeds from sales of shares by the selling stockholder.

The selling stockholderSelling Stockholder may also sell shares of common stocksecurities under Rule 144 promulgatedor any other exemption from registration under the Securities Act, if available, rather than under this prospectus. In addition,

Broker-dealers engaged by the selling stockholderSelling Stockholder may transfer the shares of common stock byarrange for other means not describedbrokers-dealers to participate in this prospectus. If the selling stockholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agentssales. Broker-dealers may receive commissions in the form ofor discounts concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may actSelling Stockholder (or, if any broker-dealer acts as agent orfor the purchaser of securities, from the purchaser) in amounts to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involvednegotiated, but, except as set forth in a supplement to this prospectus to the extent required,Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with Rule 2121 of the Financial Industry Regulatory Authority, or FINRA,; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 5110).2121.

In connection with salesthe sale of the shares of common stocksecurities or otherwise,interests therein, the selling stockholderSelling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stocksecurities in the course of hedging inthe positions they assume. The selling stockholderSelling Stockholder may also sell shares of common stocksecurities short and deliver shares of common stock covered by this prospectusthese securities to close out their short positions, and to return borrowed shares in connection with such short sales. The selling stockholder may alsoor loan or pledge shares of common stockthe securities to broker-dealers that in turn may sell such shares.these securities. The selling stockholderSelling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation ofcreate one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stocksecurities offered by this prospectus, which shares of common stocksecurities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholder may pledge or grant a security interest in some or all of the shares of common stock owned by it and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholder also may transfer and donate the shares of common stock in other circumstances as permitted by applicable law, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholderSelling Stockholder and any broker-dealer participatingbroker-dealers or agents that are involved in selling the distribution of the shares of common stocksecurities may be deemed to be “underwriters” within the meaning of the Securities Act.Act in connection with such sales. In such event, any commission paid,commissions received by such broker-dealers or agents and any discounts or concessions allowed to, any such broker-dealerprofit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling stockholders who are deemed to be “underwriters” under the Securities Act (if any) will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

Each selling stockholderStockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to engage in a distributiondistribute the securities.

We are required to pay certain fees and expenses incurred by us incident to the registration of the sharessecurities. We have agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of common stock. Upon us being notified in writing(i) the date on which the securities may be resold by a selling stockholder thatthe Selling Stockholder without registration and without regard to any material arrangement has been entered into with a broker-dealervolume or manner-of-sale limitations by reason of Rule 144, without the requirement for the distributionCompany to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of sharessimilar effect or (ii) all of common stock, athe securities have been sold pursuant to this prospectus supplement, if required,or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be distributed, which will set forth the aggregate amount of shares of common stock being distributed and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholder and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.dealers if required under applicable state securities laws. In addition, in somecertain states, the shares of common stockresale securities covered hereby may not be sold unless such sharesthey have been registered or qualified for sale in suchthe applicable state or an exemption from the registration or qualification requirement is available and is complied with.

The selling stockholder may sell all, some or noneUnder applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the sharesresale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of commonthe distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Our Common Stock is quoted on The Nasdaq Capital Market under the symbol “MOTS”.

DESCRIPTION OF SECURITIES

The following summary of the rights of our capital stock registered pursuantis not complete and is subject to and qualified in its entirety by reference to our certificate of incorporation, as amended from time to time and currently in effect (the “Certificate of Incorporation”), and our bylaws, as amended from time to time and currently in effect (the “Bylaws”), copies of which are filed copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. If sold under the registration statement ofpart, which this prospectus forms a part, the shares of common stock registered hereunder will be freely tradable in the hands of persons other than our affiliates that acquire such shares.are incorporated by reference herein.

We have advised the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales ofone hundred and twenty five million (125,000,000) shares of commoncapital stock in the marketauthorized under our Certificate of Incorporation, consisting of (i) one hundred and to the activities of the selling stockholder and its affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of thefifteen million (115,000,000) shares of commonCommon Stock with a par value of $0.0001 per share and (ii) ten million (10,000,000) shares designated as preferred stock against certain liabilities, including liabilities arising under the Securities Act.

DETERMINATION OF OFFERING PRICEwith a par value of $0.0001 per share. As of March 19, 2024, we had 5,210,876 shares of Common Stock outstanding and no shares of preferred stock outstanding.

The prices at which theadditional shares of our authorized capital stock available for issuance may be issued at times and under circumstances so as to have a dilutive effect on earnings per share and on the equity ownership of the holders of our common stock. The ability of our board of directors to issue additional shares of stock covered by this prospectus may actuallycould enhance the board’s ability to negotiate on behalf of the stockholders in a takeover situation but could also be sold will be determinedused by the prevailing public market price forboard to make a change-in-control more difficult, thereby denying stockholders the potential to sell their shares common stock, by negotiations between the selling stockholderat a premium and buyersentrenching current management.

Common Stock

The holders of our Common Stock in private transactionsare entitled to receive, ratably, dividends only if, when and as declared by our board of directors out of funds legally available therefor and after provision is made for each class of capital stock having preference over our Common Stock. There are no redemption or as otherwise described in “Plansinking fund provisions applicable to our Common Stock. The holders of Distribution.”our Common Stock have no conversion rights. . Holders of Common Stock have no preemptive or subscription rights to purchase any of our securities.

DESCRIPTION OF CAPITAL STOCK

Capital Stock

For a descriptionEach holder of our capital stock, please see the Description of Securities included as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 16, 2021, which is incorporated by reference herein. See “Information Incorporated by Reference” and “Where You Can Find More Information.”

Warrants 

The Warrants were issued pursuant to the Exercise Agreement. As of March 15, 2021, the Warrants were exercisable for an aggregate of 6,000,000 shares of common stock.

Duration and Exercise Price

The Warrants have an exercise price of $2.12 per share. The Warrants were immediately exercisable upon issuance and have a term of five years. The exercise price and number of shares of common stock issuable upon exercise are subjectis entitled to appropriate adjustmentone vote for each outstanding share held of record in the event of share dividends, share splits, reorganizations or similar events affecting our shares of common stock. The Warrants were be issued in certificated form only. 

Exercisability

The Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Warrants to the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding shares of common stock after exercising the holder’s Private Placement Warrants up to 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. 

Cashless Exercise

If after the six month anniversary of the issue date of the Warrants there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of the shares of common stock issuable upon exercise of the Warrants, then the Warrants will also be exercisablename on a “cashless exercise” basis underall matters on which the holders are entitled to vote (or consent to). No holder will receive upon such exercise a net number of common shares determined accordingCommon Stock is entitled to a formula set forthcumulate votes in the Warrants.

Fundamental Transactionsvoting for directors.

In the event of any fundamental transaction, as describedour liquidation, dissolution or winding-up, the holders of our common stock are entitled to share, ratably, in the Warrants and generally including any merger with or into another entity, saleall assets remaining available for distribution after payment of all or substantially allliabilities and after provision is made for each class of capital stock having preference over our common stock. All of the outstanding shares of our assets, tender offer or exchange offer, or reclassification of ourCommon Stock are fully paid and non-assessable. The shares of common stock, then upon any subsequent exerciseCommon Stock offered by this prospectus will also be fully paid and non-assessable.

Anti-Takeover Effects of a Warrant, the holder willDelaware law and Our Certificate of Incorporation and Bylaws

The provisions of Delaware law, our Certificate of Incorporation and our Bylaws may have the righteffect of delaying, deferring or discouraging another party from acquiring control of us.

Section 203 of the Delaware General Corporation Law

We are subject to receiveSection 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

In general, Section 203 defines business combination to include the following:

In general, Section 203 defines an “interested stockholder” as alternative consideration, for each share of common stock that would have been issuable upon such exercise immediatelyan entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the occurrencetime of such fundamental transaction,determination of interested stockholder status did own, 15% or more of the number of shares of commonoutstanding voting stock of the successor or acquiring corporation orcorporation.

Certificate of our company, if it is the surviving corporation,Incorporation and any additional consideration receivable upon or as a resultBylaws

Our Certificate of such transaction by a holder of the number of shares of common stock for which the Warrant is exercisable immediately prior to such event.Incorporation and Bylaws provide for:

TransferabilityLEGAL MATTERS

In accordance with its terms and subject to applicable laws, a Warrant may be transferred at the optionThe validity of the holder upon surrender of the Warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable). 

Fractional Shares

No fractional shares of common stock will be issued upon the exercise of the Warrants. Rather, the number of shares of common stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price. 

Trading Market

There is no established trading market for the Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited. 

Rights as a Shareholder

Except as otherwise provided in the Warrants or by virtue of the holders’ ownership of shares of common stock, the holders of Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until such Warrant holders exercise their warrants.

Amendment and Waiver.

A Warrant may be modified or amended or the provisions thereof waived with the written consent of our company and the holder of the Warrant.

Registration Rights.

We have filed this registration statement with the SEC that includes this prospectus to register for resale under the Securities Act of 1933, the shares of common stock issuable upon exercise of the Warrants to satisfy our obligations in connection with Exercise Agreement. We will use commercially reasonable efforts to keep such registration statement effective at all times until the selling stockholder no longer owns any Warrants or shares issuable upon exercise thereof.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securitiesCommon Stock offered hereby will be passed upon for us by Lowenstein Sandler LLP, New York, New York. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.

EXPERTS

The consolidated balance sheets of Motus GI Holdings, Inc. and Subsidiariesits subsidiaries as of December 31, 20202023 and 2019,2022, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years then ended have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference, which report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

ADDITIONALWHERE YOU CAN FIND MORE INFORMATION

This prospectus is part ofWe have filed with the SEC a registration statement on Form S-3 that we have filedunder the Securities Act with the SEC relatingrespect to the securities beingshares of Common Stock offered hereby.by this prospectus. This prospectus, does not contain all of the information in the registration statement and its exhibits. The registration statement, its exhibits and the documents incorporated by reference in this prospectus and their exhibits, all contain information thatwhich is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in orderthe registration statement. For further information pertaining to review a copy ofus and our securities, reference is made to our SEC filings and the contract or documents. The registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

In addition, registration statements and certain other filings made with the SEC electronically are publicly available atthrough the SEC’s Public Reference Room or through its Website.web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the SEC.

We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file annual, quarterly and currentperiodic reports, proxy statements, and other information with the SEC. You can read and copy any materials we file with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at its regional offices, a list of which is available on the Internet at http://www.sec.gov/contact/addresses.htm. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that containsThese periodic reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically withwill be available for inspection and copying at the SEC. Additionally,web site of the SEC referred to above. We also maintain a website at https://www.motusgi.com, at which you may access our filingsthese materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC through our website at http://www.sonnetbio.com.SEC. The information oncontained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus.

We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by referencehave included our website address in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to:solely as an inactive textual reference.

You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus was accurate on the date of the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement.

We incorporate by reference the documents listed below that we have previously filed with the SEC:

All reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement, and after the date of this prospectus but before the termination of the offering of the securities hereunder will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated by reference into this prospectus. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Additional“Where You Can Find More Information,” above.

We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements and other documents we file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to

Motus GI Holdings, Inc.

Attn: Mark Pomeranz

Chief Executed Officer

1301 East Broward Boulevard, 3rd Floor

Ft. Lauderdale, F.L. 33301

Telephone: (954) 541-8000

PART II

4,400,001 Shares of Common Stock

PRELIMINARY PROSPECTUS

              , 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and DistributionDistribution.

The following table sets forthindicates the costs and expenses payableto be incurred in connection with the saleoffering described in this registration statement, other than underwriting discounts and distributioncommissions, all of the securities being registered.which will be paid by us. All amounts are estimatesestimated except the Securities and Exchange Commission (“SEC”)SEC registration fee.