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
On March 3, 2020, Microbot Medical Inc. (the “Company”) issued a press release publicly announcing the appointment of Dr. Eyal Morag, age 55, to the Company’s newly created position of Chief Medical Officer (“CMO”). As CMO, Dr. Morag will lead the development and execution of the clinical strategy of the Company, including its current development of the SCS and LIBERTY products as well as its future pipeline. Dr. Morag was previously a member of the Company’s Scientific Advisory Board since November 1, 2017.
Dr. Morag is certified by the American Board of Radiology, and from March 2017 through February 2020 was the Chairman of Radiology at Assuta Ashdod Medical Center, Ashdod, Israel. Previously, from July 2014 through March 2017, he was the senior Radiologist at URG Teleradiology LLC, the largest provider of subspecialty radiology and teleradiology services in New Jersey.
He is a graduate of Boston University School of Medicine and completed both his Radiology residency and Fellowship in Cardiovascular & Interventional Radiology at the Beth Israel Deaconess Medical Center & Harvard Medical School. Following his clinical training, Dr. Morag then joined a private practice in western Massachusetts, where he served as Chief of Radiology at Holyoke Medical Center for several years. He has also served as the Regional Radiology Director at Mercy Health Partners Hospitals in Toledo, Ohio, and was a member of the University Radiology Group where he headed the International Investment efforts for the Ventures division.
Dr. Morag’s international experience developing and establishing radiology-related businesses includes teleradiology, interventional Radiology services, and free-standing imaging centers. During his fellowship, Dr. Morag co-founded InTek Technology, a medical device startup company. Later he founded Global Versa Radiology (“GVR”), an Israeli and U.S. based teleradiology company. GVR has established imaging centers in Russia and Ukraine and provided teleradiology services in countries outside the U.S. and Israel. Dr. Morag served as GVR’s Chief Medical Officer and Vice-President. He continues to be involved in several startup companies ranging from AI to medical devices. Dr. Morag is also a member of the Advisory Board of MEDX Xelerator, a medical device and digital health incubator.
The Company entered into an employment agreement (the “Agreement”), as of February 18, 2020, with Dr. Morag, to serve as the Company’s Chief Medical Officer, commencing June 15, 2020 (the “Commencement Date”) on an indefinite basis subject to the termination provisions described in the Agreement. to the terms of the Agreement, Dr. Morag shall receive a base salary of NIS 64,000 per month plus Global Overtime (as defined in the Agreement) of NIS 16,000 per month.
Dr. Morag shall also be entitled to receive a target annual cash bonus, based on certain milestones, of up to a maximum amount of 30% of annual salary.
Dr. Morag shall be further entitled to a monthly automobile allowance not to exceed NIS 4,800 per month plus expenses and applicable taxes, and shall be granted options to purchase 25,000 shares of common stock of the Company based on vesting and other terms set forth in the Agreement.
to the Agreement, the Company shall pay an amount equal to 8.33% of Dr. Morag’s salary to be allocated for severance pay, 6.5% of Dr. Morag’s salary to be allocated for pension savings and 7.5% to be allocated to an educational fund. The Company may have additional payment obligations for disability insurance as specified in the Agreement.
During the initial 24 months following the Commencement Date (“Initial Period”), either the Company or Dr. Morag may terminate the Agreement at its discretion at any time by providing the other party with a three months (or, following the Initial Period, six months) prior written notice of termination (the “Advance Notice Period”).
The Company may terminate the Agreement “For Cause” (as defined in the Agreement) at any time by written notice without the Advance Notice Period.
In the event that the Company terminates Dr. Morag’s employment during the Initial Period other than For Cause, Dr. Morag shall be entitled to a one-time payment in an amount equal to his annual salary as of the date of termination of employment multiplied by the balance time between the end of the Advance Notice Period and until the end of the Initial Period.
The agreement contains customary non-competition and non-solicit provisions to which Dr. Morag agrees not to compete and solicit with the Company. Dr. Morag also agreed to customary terms regarding confidentiality and ownership of intellectual property.
The Company also entered into an indemnification agreement with Dr. Morag. to the indemnification agreement, the Company has agreed to indemnify and hold harmless Dr. Morag to the fullest extent permitted by the Delaware General Corporation Law. The indemnification agreement generally covers expenses that Dr. Morag incurs or amounts that Dr. Morag becomes obligated to pay because of any proceeding to which he is made or threatened to be made a party or participant by reason of his service as a current or former officer of the Company, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. The indemnification agreement also provides for the advancement of expenses to Dr. Morag subject to specified conditions. There are certain exceptions to the Company’s obligation to indemnify Dr. Morag, and, with certain exceptions, with respect to proceedings that he initiates.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| 99.1 | Press release, dated March 3, 2020 |
Microbot Medical Inc. Exhibit
EX-99.1 2 ex99-1.htm Exhibit 99.1 Microbot Medical Appoints Eyal Morag M.D. as Chief Medical Officer HINGHAM,…
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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.
