The following discussion should be read in conjunction with our condensed
consolidated financial statements and the related notes contained elsewhere in
this Quarterly Report on Form 10-Q and in our other Securities and Exchange
Commission filings. The following discussion may contain predictions, estimates,
and other forward-looking statements that involve a number of risks and
uncertainties, including those discussed under "Risk Factors", "Cautionary
Statement Regarding Forward-Looking Statements" and elsewhere in this Quarterly
Report on Form 10-Q. These risks could cause our actual results to differ
materially from any future performance suggested below.

Overview



We are a wearable medical robotics company, specializing in myoelectric braces,
or orthotics, for people with neuromuscular disorders. We develop and market the
MyoPro product line, which is a myoelectric-controlled upper limb brace, or
orthosis. The orthosis is a brace used for the purpose of supporting a patient's
weak or deformed arm to enable and improve functional activities of daily
living, ("ADLs"), in the home and community. It is custom constructed by a
trained professional during a custom fabrication process for each individual
user to meet their specific needs. Our products are designed to help restore
function in individuals with neuromuscular conditions due to brachial plexus
injury, stroke, traumatic brain injury, spinal cord injury and other
neurological disorders.

We utilize digital ads on various platforms to reach patients who are potential
candidates for our product. Once the prospective patient contacts us or is
referred to us, either our trained clinical staff or a trained O&P provider will
evaluate the patient for their suitability as a candidate. Prior to obtaining
authorizations from commercial insurance companies, the patient's medical
records are collected and reviewed to make sure the device is appropriate for
their condition and a prescription is always obtained from a physician. Once
these documents are obtained, our patient advocacy team submits a
pre-authorization request to the patient's insurer. If we receive a
pre-authorization, we proceed to cast the patient's arm, then fabricate the
MyoPro, and deliver it to the patient. This process is what we refer to as
direct billing. We also call on hospitals and O&P practices that provide our
products to their patients as well as generate indirect sales through
distributors in the United States, Canada, Europe, Chile, and Australia. The
MyoPro product line has been approved by the Veterans Administration ("VA")
system for impaired veterans, and over forty VA facilities have already ordered
devices for their patients.

Our myoelectric orthoses have been clinically shown in peer reviewed published
research studies to help restore the ability to complete functional tasks by
supporting the affected joint and enabling individuals to self-initiate and
control movement of their partially paralyzed limbs by using their own muscle
signals.

Our technology was originally developed at MIT in collaboration with medical
experts affiliated with Harvard Medical School. Myomo was incorporated in 2004
and completed licensing of its technology from MIT in 2006.

Other historical milestones include:

• During 2012, we introduced the MyoPro. The primary business focus shifted

from developing devices that were designed for rehabilitation therapy and

sold to hospitals to providing an assistive device through O&P providers to


       patients who are otherwise impaired for use at home, work, and in the
       community that facilitates ADLs.


    •  During 2015, we extended our basic MyoPro for the elbow with the

introduction of the MyoPro Motion W, a multi-articulated non-powered wrist

and the MyoPro Motion G, which includes a powered grasp. The MyoPro Motion

W allows the user to use their sound arm to adjust the device and then, for

instance, open a refrigerator door, carry a shopping bag, hold a cell

phone, or stabilize themselves to avoid a fall and potential injury. The

MyoPro Motion G model allows users with severely weakened or clenched


       hands, such as seen in certain stroke survivors, to open and close their
       hands and perform a large number of ADLs.


    •  On June 9, 2017, we completed our initial public offering ("IPO") and a
       private offering concurrent with the IPO, generating net proceeds of $6.9
       million in the aggregate.

• On July 31, 2017, we met the criteria to apply the CE Mark for the MyoPro.

This has enabled us to sell the MyoPro to individuals in the European Union

(the "EU").

• On October 24, 2017, we obtained a Medical Device License in Canada, which

enabled us to sell the MyoPro in Canada.

• On December 4, 2017, we completed a follow-on public offering, generating


       net proceeds of $10.4 million.


    •  In May 2018, we announced that the CMS has published a favorable

preliminary decision regarding our application for HCPCS "L" codes. We had

filed this application in December 2017 to have the CMS establish two new


       Level II HCPCS codes to describe "microprocessor-controlled, custom
       fabricated upper extremity braces."

• In November 2018, we announced that the CMS had published two new codes

(L8701, L8702) pursuant to our application for HCPCS codes which become

effective in early 2019. The assignment of unique L-Codes, if followed by

appropriate payment terms (which are still pending), would offer greater

access to the MyoPro for Medicare beneficiaries.

• In February 2019, we completed a follow-on public offering, generating net

proceeds of $5.6 million.

• In October 2019, we entered into a Note Purchase Agreement, Senior Note and

Security Agreement (collectively, the "Term Loan") with Chicago Venture


       Partners, or CVP, which generated gross proceeds of $3.0 million.


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  • In January 2020, we effected a 1 for 30 reverse stock split.

• In February 2020, we completed a follow-on public offering, generating net

proceeds of approximately $13.5 million.

• In May 2020, we entered into an amendment with CVP to amend our Term Loan

into a convertible note. 544,526 shares were issued to CVP to redeem the

remaining outstanding balance under the note during the year ended December

31, 2020.

• In September 2020, we announced that we became certified as a Medicare

provider, enabling us to bill Medicare directly when we deliver our MyoPro

powered orthosis. As of the date of this report, we are awaiting coverage

and reimbursement terms from the Centers for Medicare and Medicaid


       Services.


Recent Developments

China Joint Venture



On January 21, 2021, we entered into a definitive agreement with Beijing Ryzur
Medical Investment Co., Ltd. ("Ryzur Medical"), a medical device manufacturer
based in Beijing, to form a joint venture (the "JV") to manufacture and sell our
current and future products in greater China, including Hong Kong, Macau and
Taiwan (the "JV Agreement").



Majority ownership in the JV, to be named Jiangxi Myomo Medical Assistive
Appliance Co., Ltd., will be held by Ryzur Medical and Chinaleaf Capital
Management Co., Ltd., a private fund based in Shanghai that invests in growth
opportunities in new technologies. We will own a minimum 19.9% stake in the JV.
Ryzur Medical and its partners have committed to invest a minimum of $8 million
and up to $20 million in the JV over five years. The establishment of the JV is
subject to governmental filings and approvals in China.

As of June 30, 2021, the JV company has not yet been established. Once
established, the JV Agreement contemplates that we and JV will enter into a
ten-year agreement to license our intellectual property and purchase MyoPro
Control System units from us (the "Technology License Agreement"). Under the
Technology License Agreement, we will be entitled to receive an upfront license
fee of $2.5 million. Pursuant to the JV Agreement, the JV has agreed to an
escalating purchase commitment for a minimum of $10.75 million in MyoPro Control
System Units during the next ten years, subject to receipt of regulatory
approvals necessary to permit sales of the product in the greater China
territory. Payment of the license fee and transfer of technology requires the
completion of certain milestones by the parties to the JV Agreement, which are
expected to be completed before the end of 2021. In addition, the JV Agreement
contemplates that we and the JV will enter into a trademark license agreement to
license of certain of the Company's trademarks (the "Trademark License
Agreement").

Results of Operations



We have been growing revenues while incurring net losses and negative cash flows
from operations since inception and anticipate this to continue as we focus our
efforts on continuing to expand our sales and marketing efforts to expand into
new geographic markets, invest in development of our MyoPro products, and the
funding of clinical research studies to support our reimbursement efforts.

The following table sets forth our revenue, cost of revenue, gross profit and gross margin for each of the periods presented.





                                                                     Period-                                                    Period-
                                  For the Three Months              to-Period                For the Six Months                to-Period
                                     Ended June 30,                   Change                   Ended June 30,                    Change
                                   2021           2020             $            %           2021            2020              $            %
Revenue                         $ 3,104,294     $ 858,590     $ 2,245,704

262 % $ 5,440,783 $ 1,866,735 $ 3,574,048 191 % Cost of revenue

                     901,566       418,862         482,704   

115 % 1,524,718 737,513 787,205 107 % Gross profit

$ 2,202,728     $ 439,728     $ 1,763,000        401 %   $ 3,916,065     $ 1,129,222     $ 2,786,843        247 %
Gross margin %                           71 %          51 %                       20 %            72 %            60 %                       11 %




Revenues

We derive revenue primarily from providing devices directly to patients and billing insurance companies directly. We also sell our products to O&P providers, to the VA, to rehabilitation hospitals, and through distributors. Though we increasingly provide devices directly to patients, we sometimes utilize the clinical services of O&P providers for which they are paid a fee.



We expect that our revenues will continue to grow, primarily as a result of our
increased direct-to-patient marketing efforts, while continuing our selling and
marketing efforts through O&P channel providers, both domestically and
internationally

Total revenues increased by approximately $2,246,000, or 262% for the three
months ended June 30, 2021 as compared to the same period in 2020. Revenue for
the three months ended June 30, 2021 was driven by a higher average selling
price, and a higher number of revenue units. Revenue for the six months ended
June 30, 2021 increased by approximately $3,574,000, or 191% compared to the
same period in 2020 for the reasons stated above.

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Gross margin



Cost of revenue consists of direct costs for the manufacturing and fabrication
and delivery of our products, fixed costs, such for our Quality organization,
changes in inventory reserves, warranty costs and royalties associated with
licensed technologies.

Gross margin was 71% and 72% for the three and six months ended June 30, 2021,
respectively, compared to 51% and 60% for the three and six months ended June
30, 2020, respectively. The increases in gross margin were primarily driven by
higher average selling prices and higher sales volumes, which led to greater
utilization of fixed costs.

Operating expenses

The following table sets forth our operating expenses for each of the periods
presented.



                                         For the Three Months             Period-to-Period             For the Six Months              Period-to-Period
                                            Ended June 30,                     Change                    Ended June 30,                     Change
                                         2021            2020              $              %           2021            2020              $              %
Research and development              $   600,116     $   397,811     $    

202,305 51 % $ 1,126,083 $ 904,764 $ 221,319

   24 %
Selling, general and administrative     4,202,244       2,890,464        1,311,780          45 %     8,322,047       6,495,432        1,826,615          28 %
Total operating expenses              $ 4,802,360     $ 3,288,275     $  1,514,085          46 %   $ 9,448,130     $ 7,400,196     $  2,047,934          28 %




Operating expenses for the three and six months ended June 30, 2020 were
impacted by cost reductions, which included headcount reductions, furloughs and
reductions in variable spending such as travel, associated with public health
restrictions imposed late in the first quarter and into the second quarter of
2020 related to the COVID-19 pandemic.

Research and development



Research and development ("R&D") expenses consist of costs for our R&D
personnel, including salaries, benefits, bonuses and stock-based compensation,
product development costs, and the cost of certain third-party contractors and
travel expense. R&D costs are expensed as they are incurred. We intend to
continue to develop additional products and enhance our existing products and
expect R&D costs to continue to increase on an annual basis, despite the delay
in the launch of our pediatric device, which we refer to as MyoPal, due to the
impact of COVID-19.

R&D expenses increased by approximately $202,300 and $221,300, or 51% and 24%,
during the three and six months ended June 30, 2021, respectively, as compared
to the same periods in 2020. The increases were driven primarily by higher
payroll and stock-based compensation costs.

Selling, general and administrative



Selling expenses consist of costs for our field clinical staff, clinical
training organization, and marketing personnel, including salaries, benefits,
bonuses, stock-based compensation and sales commissions, costs of digital
advertising, marketing and promotional events, clinical studies, corporate
communications, product marketing and travel expenses. Variable compensation for
personnel engaged in sales and marketing activities is generally earned and
recorded as expense when the product is delivered. We expect sales and marketing
expenses to increase as we expand our sales and marketing efforts.

General and administrative expenses consist primarily of costs for
administrative and finance personnel, including salaries, benefits, bonuses and
stock-based compensation, professional fees associated with legal matters,
consulting expenses, costs for pursuing insurance reimbursements for our
products and costs required to comply with the regulatory requirements of the
SEC, as well as costs associated with accounting systems, insurance premiums and
other corporate expenses. We expect that general and administrative expenses
will increase as we pursue an increased number of insurance reimbursements and
seek expanded payer coverage for our products and add administrative and
accounting support structure for our growing business.

Selling, general and administrative expenses ("SG&A") increased by approximately
$1,311,800 and $1,826,600, or 45% and 28%, during the three and six months ended
June 30, 2021, respectively, as compared to the same periods in 2020. The
increases were primarily due to higher payroll costs, particularly in support of
our reimbursement efforts and higher advertising costs, consulting, insurance
and stock compensation costs, which were partially offset by lower real estate
costs resulting from the move of our corporate headquarters in the first quarter
of 2021.

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Interest (income) expense and other expense, net

The following table sets forth our interest (income) expense and other expense, net for each of the periods presented.





                                  For the Three Months          Period-to-Period           For the Six Months          Period-to-Period
                                     Ended June 30,                  Change                  Ended June 30,                 Change
                                   2021           2020            $            %           2021          2020            $            %
Change in fair value of
derivative
  liabilities                   $        -      $ (39,717 )   $   39,717       (100 )%   $      -     $ (121,818 )   $  121,818       (100 )%
Interest (income) expense and
other
  expense, net                       6,018         88,915        (82,897 )      N/M         6,137        224,124       (217,987 )      N/M
Non-cash interest expense,
debt discount                            -         40,025        (40,025 )      N/M             -        206,668       (206,668 )      N/M
Loss on extinguishment of
debt                                     -        348,079       (348,079 )      N/M             -        507,281       (507,281 )      N/M
Total interest (income)
expense and other
  expense (income)              $    6,018      $ 437,302     $ (431,284 )      N/M      $  6,137     $  816,255     $ (810,118 )      N/M



During 2020, the Term Loan was extinguished and the derivative liabilities were written off resulting in no related expenses in 2021

Income tax expense





Income tax expense recorded during the three and six months ended June 30, 2021
represents the provision for income taxes for our wholly-owned subsidiary, Myomo
Europe GmbH, which was established on January 30, 2020. The increase in income
tax expense relates to increased income from becoming the contracting party with
customers in Europe during 2021.

Adjusted EBITDA



We believe that the presentation of Adjusted EBITDA, a non-GAAP financial
measure, provides investors with additional information about our financial
results. Adjusted EBITDA is an important supplemental measure used by our board
of directors and management to evaluate our operating performance from
period-to-period on a consistent basis and as a measure for planning and
forecasting overall expectations and for evaluating actual results against such
expectations.

We define Adjusted EBITDA as earnings before interest and other income (expense), taxes, depreciation and amortization adjusted for, stock- based compensation and the impact of the fair value revaluation of our derivative liabilities and other unusual items.



Adjusted EBITDA is not in accordance with, or an alternative to, measures
prepared in accordance with U.S. GAAP. In addition, this non-GAAP measure is not
based on any comprehensive set of accounting rules or principles. As a non-GAAP
measure, Adjusted EBITDA has limitations in that it does not reflect all of the
amounts associated with our results of operations as determined in accordance
with U.S. GAAP. In particular:



• Adjusted EBITDA does not reflect the amounts we paid in taxes or other


       components of our tax provision;


  • Adjusted EBITDA does not include interest expense;


  • Adjusted EBITDA does not include other income (expense);

• Adjusted EBITDA does not include depreciation expense from fixed assets;

• Adjusted EBITDA does not include the impact of stock-based compensation;




  • Adjusted EBITDA does not include loss on extinguishment of debt; and

• Adjusted EBITDA does not include the change in value of our derivative

liabilities.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures including net income (loss) and our financial results presented in accordance with U.S. GAAP.


                                       18

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The following table provides a reconciliation of net loss to Adjusted EBITDA for each of the periods indicated:





                                                For the Three Months                 For the Six Months
                                                   Ended June 30,                      Ended June 30,
                                                2021             2020             2021                 2020
GAAP net loss                               $ (2,621,315 )   $ (3,286,934 )   $ (5,582,109 )       $ (7,088,927 )
Adjustments to reconcile to Adjusted

EBITDA:


Interest (income) expense and other
expense, net                                       6,018           88,915            6,137              224,124
Non-cash interest expense, debt discount               -           40,025                -              206,668
Loss on extinguishment of debt                         -          348,079                -              507,281
Depreciation expense                              35,016           26,633           58,329               53,021
Stock-based compensation                         363,312          106,281          529,283              229,490
Change in fair value of derivative
liabilities                                            -          (39,717 )              -             (121,818 )
Income tax expense                                15,665            1,085           43,907                1,698
Adjusted EBITDA                             $ (2,201,304 )   $ (2,715,633 )   $ (4,944,453 )       $ (5,988,463 )

Liquidity and Capital Resources

Liquidity

We measure our liquidity in a number of ways, including the following:

June 30,       December 31,
                                2021             2020

Cash and cash equivalents $ 13,772,464 $ 12,241,261 Working capital

$ 13,412,635     $  11,576,270




We had working capital and stockholders' equity of approximately $13.4 million
and $13.8 million, respectively, at June 30, 2021. We used approximately $5.5
million in cash for operating activities during the six months ended June 30,
2021. We have historically funded our operations through financing activities,
including raising equity and debt capital. In February 2020, we completed a
follow-on offering of our common stock, generating net proceeds of approximately
$13.5 million. The purpose of this offering was to provide sufficient capital to
allow us to execute on our strategy to achieve cash flow breakeven. This
funding, in addition to funding of $5.0 million received under our ATM facility
during 2020 and $7.3 million received from the exercise of warrants during the
first quarter of 2021 is helping us to sustain our operations. Based upon our
expected cash flows, we believe that our available cash will fund our operations
for at least the next twelve months from the issuance date of this Quarterly
Report on Form 10-Q.

Our operating plans are primarily focused on scaling up our operations,
increasing the proportion of patients covered by commercial health insurance
companies which reimburse for the MyoPro and continued work with CMS and their
administrative contractors regarding reimbursement of our products. Our success
is dependent upon reimbursement of our products by insurance companies and
government-controlled health care plans such as Medicare and Medicaid, which if
not achieved, could prevent our revenues from growing to the level necessary to
achieve cash flow breakeven.  If public health restrictions on travel and
patient interaction are broadly reinstated in 2021 due to the inability to
control the COVID-19 pandemic through vaccinations, that will have an adverse
effect on our business and it is likely that we will need to raise additional
capital to sustain our operations. We believe that we have access to capital
resources through possible public or private equity offerings, including usage
of our At Market Sales Facility, or ATM, exercises of outstanding warrants, debt
financings, and through payment of the technology license fee associated with
our JV in China, or other means; however, we may be unable to raise sufficient
additional capital when we need it or raise capital on favorable terms.  During
the six months ended June 30, 2021, approximately 999,400 shares were issued for
the exercise of warrants, which generated proceeds of $7.3 million. Further,
additional debt financing may require us to pledge certain assets and enter into
covenants that could restrict certain business activities or our ability to
incur further indebtedness and may contain other terms that are not favorable to
our stockholders or us.

Cash Flows



                                                          Six Months Ended June 30,
                                                            2021              2020
Net cash used in operating activities                   $  (5,509,515 )   $ (6,110,798 )
Net cash used in investing activities                        (247,644 )         (7,878 )
Net cash provided by financing activities                   7,289,483       

12,386,663

Net (decrease) increase in cash, cash equivalents and restricted


  cash before foreign exchange effect                   $   1,532,324     $  6,267,987




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Operating Activities. The net cash used in operating activities for the six
months ended June 30, 2021 was primarily used to fund a net loss of
approximately $5.6 million, adjusted for non-cash expenses in the aggregate
amount of approximately $0.7 million, and by approximately $0.6 million of cash
used by net changes in the levels of operating assets and liabilities, primarily
related to increases in accounts receivable, inventory, and prepaids and other
current assets.

The net cash used in operating activities for the six months ended June 30, 2020
was primarily used to fund a net loss of approximately $7.1 million, adjusted
for non-cash expenses in the aggregate amount of approximately $1.1 million, and
by approximately $0.1 million of cash used by net changes in the levels of
operating assets and liabilities, primarily related to increases in accounts
receivable and inventory.

Investing Activities. During the six months ended June 30, 2021 and 2020, our cash used in investing activities was for the purchase of equipment and leasehold improvements for our new headquarters office in Boston, MA



Financing Activities. During the six months ended June 30, 2021, cash provided
by financing activities of approximately $7.3 million was primarily due to
proceeds received from the exercise of warrants. Cash provided by financing
activities of approximately $12.4 million during the six months ended June 30,
2020 was primarily due to $13.5 million of net proceeds from our underwritten
public offering in February 2020 and approximately $0.2 million received from
the exercise of warrants, partially offset by a payment of 50% of the
outstanding balance of our term loan of approximately $1.7 million and payment
of a prepayment penalty on our Term Loan of approximately $0.3 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements and did not have any such arrangements in the three and six months ended June 30, 2021.

Critical Accounting Policies and Estimates

Use of Estimates



The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America require management to make
estimates and assumptions that affect certain reported amounts and disclosures.
These estimates and assumptions are reviewed on an on-going basis and updated as
appropriate. Actual results could differ from those estimates. Our significant
estimates include the allowance for doubtful accounts, the valuation of our
deferred tax asset, the fair value of our derivative liabilities and reserves
for slow moving inventory.

Other

There have been no material changes to our critical accounting policies from those described in our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

Recent Accounting Standards

Information regarding new accounting standards is included in Note 2 - Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements contained in Item 1 of this Quarterly Report on Form 10-Q.

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