Microbot Medical Inc. (NASDAQ:MBOT) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01. Completion of Acquisition or Disposition of Assets.

On November29, 2016,Microbot Medical Inc. (formerly known as
StemCells, Inc.; the Company), together
with two of its wholly-owned subsidiaries, Stem Cell Sciences
Holdings Limited and StemCells California, Inc. (collectively,
with the Company, the Sellers),
completed its previously announced asset sale transaction (the
Asset Sale) with BOCO Silicon Valley,
Inc., a California corporation and wholly-owned subsidiary of
Bright Oceans Corporation (BOCO US).

The Asset Sale was effected to an Asset Purchase Agreement, dated
November11, 2016, by and among the Sellers and BOCO US (the
Asset Purchase Agreement).

to the terms and subject to the conditions set forth in the Asset
Purchase Agreement, the Sellers sold to BOCO US certain stem and
progenitor cell lines that have been researched, studied or
manufactured by the Company since 2007 (the Cell
Lines) and certain other tangible and intangible
assets, including intellectual property and books and records,
related to the foregoing (together with the Cell Lines, the
Assets) in exchange for $4,000,000 in
cash (the Asset Consideration). Of the
Asset Consideration, $300,000 was provided to the Company prior
to November11, 2016 in exchange for the Sellers agreement not to
solicit or reach any agreement with any third party pertaining to
the sale of the Assets, and $400,000 will remain in a
twelve-month escrow for the benefit of BOCO US to satisfy certain
indemnification obligations of the Sellers which may arise. In
addition, sixteen former employees of the Company received, in
the aggregate, $495,000, representing 15% of the Asset
Consideration paid or released to the Company on or prior to the
closing, in accordance with their June 2016 agreements with the
Company under which each accepted a more than 50% reduction in
his or her severance award otherwise payable.

The Asset Purchase Agreement contains certain covenants
prohibiting the Sellers from, during the four-year period
immediately following the completion of the Asset Sale,
(a)engaging in or having certain financial interests in a
business that is engaged in the research, development or
commercialization of the Cell Lines, or (b)soliciting for
employment employees of BOCO US.

Other than the Asset Purchase Agreement, there are no material
relationships between the Sellers and BOCO US or any of their
respective affiliates.

The foregoing description of the Asset Sale and the Asset
Purchase Agreement is not complete and is subject to, and
qualified in its entirety by, the full text of the Asset Purchase
Agreement, which will be filed with the Companys Annual Report on
Form 10-K for the fiscal year ending December31, 2016.

Item8.01. Other Events.

On December 1, 2016, the Company issued a press release
announcing the completion of the Asset Sale, to the Asset
Purchase Agreement. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

About Microbot Medical Inc. (NASDAQ:MBOT)

Microbot Medical Inc., formerly StemCells, Inc., is a medical device company. The Company specializes in the researching, designing, developing and commercializing transformational micro-robotic medical technologies leveraging the artificial and natural lumens within the human body. It is engaged in developing its two product candidates: the Self Cleaning Shunt (SCS) for the treatment of hydrocephalus and normal pressure hydrocephalus (NPH), and TipCAT, a self-propelling, semi-disposable endoscope that the Company is developing for use in colonoscopy procedures. Its ViRob technology is an autonomous crawling micro-robot, which can be controlled remotely or within the body. The Microbot SCS device is a robotic system designed as the ventricular catheter portion of a cerebrospinal fluid (CSF) shunt system. The Company’s TipCAT is an endoscope that provides see and treat capabilities within tubular lumens in the human body, such as the colon, blood vessels and the urinary tract.

Microbot Medical Inc. (NASDAQ:MBOT) Recent Trading Information

Microbot Medical Inc. (NASDAQ:MBOT) closed its last trading session up +0.83 at 8.29 with 105,292 shares trading hands.