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 OfficersItem 5.02
Effective as of December 6, 2017, Professor Moshe Shoham, a member of the Board of Directors (the “Board”) of Microbot Medical Inc. (the “Company”), resigned from the Board. Prof. Shoham’s departure is not related to any disagreement with the Company’s accounting or operating policies or practices. Professor Shoham expects to devote more time to the scientific side of the Company’s business, including with respect to his commitment to its scientific advisory board.
On December 6, 2017, the Board appointed Mr. Prattipati Laxminarain, age 60, to fill the vacancy on the Board resulting from Prof. Shoham’s resignation and to serve as a Class III director of the Company, whose term expires at the Company’s 2018 annual meeting of stockholders. Mr. Laxminarain is independent under NASDAQ rules. Mr. Laxminarain has been appointed to serve on the Board’s Corporate Governance Committee to fill the vacancy left by Prof. Shoham’s resignation.
From April 2006 through October 2017, Mr. Laxminarain served as Worldwide President at Codman Neuro, a global neurosurgery and neurovascular company that offers a portfolio of devices for hydrocephalus management, neuro intensive care and cranial surgery and other technologies, and which was part of DePuy Synthes Companies of Johnson & Johnson. Mr. Laxminarain holds an MBA from Indian Institute of Management, Calcutta, India and a Bachelor of Engineering from Osmania University, Hyderabad, India.
There is no arrangement or understanding between Mr. Laxminarain and any other persons to which Mr. Laxminarain was elected as a director. The Company believes that Mr. Laxminarain is qualified as a Board member of the Company because of his extensive experience working with medical device companies and knowledge of the industries in which the Company intends to compete.
Mr. Laxminarain will receive compensation for his services as a director in accordance with the compensation package of the Company for all non-management directors, which as of December 6, 2017 includes:
| ● | Cash payments of $12,000 per annum, $750 per Board meeting and $250 per unanimous written consent, as well as an additional $5,000 per annum for service on the Corporate Governance Committee. |
| ● | An initial grant of stock options to purchase such number of shares of the Company’s common stock equal to $40,000, at an exercise price equal to the closing price of the Company’s common stock as of the date of grant, and that vest 25% on the six month anniversary of the date of grant, and the remaining 75% on a quarterly basis over the next thirty months. Accordingly, Mr. Laxminarain was awarded stock options to purchase 38,095 shares of the Company’s common stock, at an exercise price of $1.05 per share. |
| ● | an additional grant of stock options each year thereafter, at the same vesting schedule and pricing terms, to purchase such number of shares of the Company’s common stock equal to $20,000, subject to the member of the Board having served on the Board for at least twelve continuous months, and having attended at least 80% of the Board meetings over the prior year. |
Mr. Laxminarain entered into an Indemnification Agreement with the Company with the same terms and conditions provided to other of the Company’s directors.
A copy of the press release announcing Mr. Laxminarain’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated December 12, 2017. |
Microbot Medical Inc. ExhibitEX-99.1 2 ex99-1.htm P. (Laxmin) Laxminarain Appointed to Microbot Medical’s Board of Directors Medical Device Executive Broadens Strategic and Commercial Experience Hingham,…To view the full exhibit click here
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.