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:

MOTUS GI HOLDINGS, 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 all boxes that apply):

MOTUS GI HOLDINGS, INC.

1301 East Broward Boulevard, 3rd Floor

Ft. Lauderdale, FL 33301

Supplement to Proxy Statement for

Annual Meeting of Stockholders

to be held on September 21, 2023

This supplement, dated September 7, 2023 (this “Supplement”), supplements the definitive proxy statement (the “Proxy Statement”) of Motus GI Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission on August 7, 2023, relating to the Company’s 2023 Annual Meeting of Shareholders to be held at 9:30 a.m. (Eastern Time) on Thursday, September 21, 2023 virtually via the internet at www.viewproxy.com/motusgi/2023/vm (the “Annual Meeting”). This Supplement should be read in conjunction with the Proxy Statement and related proxy materials.

As disclosed by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2023, on September 5, 2023, David Hochman informed the Company of his resignation from the board of directors of the Company (the “Board”), effective September 6, 2023. Mr. Hochman’s resignation was not the result of any disagreement relating to the Company’s policies, operations or practices. On September 5, 2023, Darren Sherman informed the Company of his resignation from the Board, effective September 6, 2023. Mr. Sherman’s resignation was not the result of any disagreement relating to the Company’s policies, operations or practices. On September 5, 2023, the Board appointed Scott Durbin as a director of the Company and reduced the size of the Board to 5 directors, both effective September 6, 2023. Mr. Durbin was appointed to be a member of the Compensation, Audit and Nominating and Corporate Governance Committees of the Board. With his appointment, the Company will have five directors, three of whom are independent, including Mr. Durbin. Mr. Durbin will receive cash and equity compensation in accordance with the Company’s non-employee director compensation program described in the Proxy Statement, the amount of which will be prorated from the date of his appointment.

In addition, the Board has nominated Mr. Durbin for re-election at the Annual Meeting. Mr. Durbin has agreed to serve if elected, and the Board recommends that the stockholders vote for the election of Mr. Durbin.

Mr. Durbin was selected as a director due to his being a proven strategic executive with decades of experience at start-ups and multi-national life sciences companies, having established strong industry knowledge across the life sciences industry, including substantial therapeutic clinical development and global commercialization experience. Currently, Mr. Durbin is CEO and Director of illumiSonics Inc., developer of the PARS platform, a revolutionary, non-contact, high-resolution, label-free, non-destructive optical imaging system based on new physics. Prior to illumiSonics, Mr. Durbin held executive roles at Viveve from May 2012 to March 2023, including as the Chief Executive Officer and Chief Financial Officer, as well as serving on the Board of Directors. Prior to his time at Viveve, he was Chief Financial Officer at Vericel, formerly Aastrom Biosciences (ASTM). Prior to joining Vericel, Mr. Durbin was Chief Financial Officer, Chief Operating Officer and Secretary of Board at Prescient Medical. Prior to Prescient Medical, Mr. Durbin was with the Investment Banking team, Healthcare and Merger & Acquisition, at Lehman Brothers. Mr. Durbin began his career as a Director of Neurophysiology at Biotronic. He holds a Master’s degree in Health Management with honors from Yale University. He received his Bachelor’s of Science / Pre-med from the University of Michigan.

There are no arrangements or understandings between Mr. Durbin and any other person pursuant to which Mr. Durbin was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Durbin has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Except as supplemented by the information contained herein, this Supplement does not revise or update any of the other information set forth in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.

A new proxy card is being sent together with this Supplement. If you have already submitted a proxy, your vote will count as submitted by you, except that votes for Mr. Hochman and Mr. Sherman will be disregarded. If you have already submitted a proxy and wish to change your vote, please revoke your proxy by following the procedures described in the Proxy Statement and new proxy card and vote again. If you have not yet submitted a proxy, the Board urges you to vote by following the procedures described in the Proxy Statement and the new proxy card.