MICROBOT MEDICAL INC. (NASDAQ:MBOT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 5, 2016, Microbot Medical Inc. (the Company),
appointed Yehezkel (Hezi) Himelfarb as its new Chief Operating
Officer and the General Manager of its Israeli operations.
appointed Yehezkel (Hezi) Himelfarb as its new Chief Operating
Officer and the General Manager of its Israeli operations.
Mr. Himelfarb, age 59, was the Chief Executive Officer from 2008
through November 2016 and a member of the board of directors from
2008 through August 2016 of IceCure Medical Ltd., Tel Aviv Stock
Exchange listed company that develops advanced cryotherapy
systems (cryoablation) intended for the growing physician-office
market. Prior to that, from 1999 to 2008, Mr. Himelfarb was the
President, Chief Executive Officer and a member of the board of
directors of Remon Medical Technologies, Inc., a venture backed
US/Israeli company that developed and commercialized smart,
miniature implants which enabled physicians to assess and treat a
variety of medical conditions, where he, among other things, led
its acquisition by Boston Scientific. From 1996 to 1999, he was
the Vice President and Chief Operating Officer of
Medtronic-InStent (Israel), which was part of Medtronics vascular
division. From 1982 to 1996, Mr. Himelfarb had various positions
at Scitex Corporation Ltd., which was an Israeli-based company
specializing in specialty equipment production. Mr. Himelfarb
holds a B.Sc. in Electronic Engineering and an M.B.A. in
Marketing and Engineering Management, both from Tel Aviv
University.
through November 2016 and a member of the board of directors from
2008 through August 2016 of IceCure Medical Ltd., Tel Aviv Stock
Exchange listed company that develops advanced cryotherapy
systems (cryoablation) intended for the growing physician-office
market. Prior to that, from 1999 to 2008, Mr. Himelfarb was the
President, Chief Executive Officer and a member of the board of
directors of Remon Medical Technologies, Inc., a venture backed
US/Israeli company that developed and commercialized smart,
miniature implants which enabled physicians to assess and treat a
variety of medical conditions, where he, among other things, led
its acquisition by Boston Scientific. From 1996 to 1999, he was
the Vice President and Chief Operating Officer of
Medtronic-InStent (Israel), which was part of Medtronics vascular
division. From 1982 to 1996, Mr. Himelfarb had various positions
at Scitex Corporation Ltd., which was an Israeli-based company
specializing in specialty equipment production. Mr. Himelfarb
holds a B.Sc. in Electronic Engineering and an M.B.A. in
Marketing and Engineering Management, both from Tel Aviv
University.
Microbot Medical Ltd., the Companys wholly-owned subsidiary (the
Subsidiary), entered into an employment agreement (the Agreement)
with Mr. Himelfarb on December 5, 2016, to serve as its Chief
Operating Office and General Manager, on an indefinite basis
subject to the termination provisions described in the Agreement.
to the terms of the Agreement, Mr. Himelfarb shall receive a base
salary of NIS 64,000 per month or NIS 768,000 per year. The
salary will be reviewed on an annual basis by the Companys Board
of Directors to determine potential salary increases.
Subsidiary), entered into an employment agreement (the Agreement)
with Mr. Himelfarb on December 5, 2016, to serve as its Chief
Operating Office and General Manager, on an indefinite basis
subject to the termination provisions described in the Agreement.
to the terms of the Agreement, Mr. Himelfarb shall receive a base
salary of NIS 64,000 per month or NIS 768,000 per year. The
salary will be reviewed on an annual basis by the Companys Board
of Directors to determine potential salary increases.
Mr. Himelfarb shall be entitled to grants or payments subject to
the adoption by the Company at its discretion of a bonus plan or
policy. Mr. Himelfarb shall also entitled participate in the
Companys motor vehicle program and receive a motor vehicle from
the Companys vehicle pool, which shall be leased or rented by the
Company for use by Mr. Himelfarb. The Company shall pay an amount
equal to 8.33% of Mr. Himelfarbs salary, which shall be allocated
to a fund for severance pay to Mr. Himelfarb, and an additional
amount equal to 6.25% of Mr. Himelfarbs salary (6.5% as of
January 1, 2017), which shall be allocated to a pension plan, in
addition to disability insurance contributions and as otherwise
may be required by applicable Israeli law from time to time. The
Company shall also contribute to an educational fund an amount
equal to 7.5% of each monthly payment of Mr. Himelfarbs full
salary. Mr. Himelfarb is also entitled to options to purchase
1,087,627 shares of the Companys common stock, which represents
3% of the Companys issued and outstanding shares of common stock
as of the closing of the Companys merger transaction with the
Subsidiary on November 28, 2016. Such options have not yet been
granted.
the adoption by the Company at its discretion of a bonus plan or
policy. Mr. Himelfarb shall also entitled participate in the
Companys motor vehicle program and receive a motor vehicle from
the Companys vehicle pool, which shall be leased or rented by the
Company for use by Mr. Himelfarb. The Company shall pay an amount
equal to 8.33% of Mr. Himelfarbs salary, which shall be allocated
to a fund for severance pay to Mr. Himelfarb, and an additional
amount equal to 6.25% of Mr. Himelfarbs salary (6.5% as of
January 1, 2017), which shall be allocated to a pension plan, in
addition to disability insurance contributions and as otherwise
may be required by applicable Israeli law from time to time. The
Company shall also contribute to an educational fund an amount
equal to 7.5% of each monthly payment of Mr. Himelfarbs full
salary. Mr. Himelfarb is also entitled to options to purchase
1,087,627 shares of the Companys common stock, which represents
3% of the Companys issued and outstanding shares of common stock
as of the closing of the Companys merger transaction with the
Subsidiary on November 28, 2016. Such options have not yet been
granted.
The agreement contains customary non-competition provisions to
which Mr. Himelfarb agrees not to compete with the Company. Mr.
Himelfarb also agreed to customary terms regarding
confidentiality and ownership of intellectual property.
which Mr. Himelfarb agrees not to compete with the Company. Mr.
Himelfarb also agreed to customary terms regarding
confidentiality and ownership of intellectual property.
The foregoing description of the Agreement is not complete and is
subject to and qualified in its entirety by reference to the
Agreement, a copy of which is attached as Exhibit 10.1 hereto,
and is incorporated herein by reference.
subject to and qualified in its entirety by reference to the
Agreement, a copy of which is attached as Exhibit 10.1 hereto,
and is incorporated herein by reference.
On December 5, 2016, Harel Gadot, the Companys existing Chairman
and Chief Executive Officer, was also appointed as the Companys
President by the Board of Directors.
and Chief Executive Officer, was also appointed as the Companys
President by the Board of Directors.
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Item 8.01.
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Other Events.
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On December 6, 2016, the Company issued a press release
announcing the appointment of Hezi Himelfarb as General Manager
and Chief Operating Officer. 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.
announcing the appointment of Hezi Himelfarb as General Manager
and Chief Operating Officer. 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Employment Agreement
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99.1
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Press Release
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About MICROBOT MEDICAL INC. (NASDAQ:MBOT)
