MICROBOT MEDICAL INC. (NASDAQ:MBOT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On December 25, 2019, Microbot Medical Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited institutional investors (the “Purchasers”) providing for the issuance and sale by the Company to the Purchasers of an aggregate of 912,858 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price per share of $10.50 (the “Offering”). The gross proceeds to the Company will be approximately $9.59 million. The closing of the Offering is expected to occur on or about December 27, 2019.

The net proceeds of the Offering to the Company are estimated to be approximately $8.5 million, after deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from this Offering for the continuous development and regulatory activities for its SCS device for the treatment of hydrocephalus and NPH; continue the development of its LIBERTY robotic system, including its expansion through addition of complementary assets to it either through internal development, in-license or acquisitions; expand and develop additional applications deriving from its existing IP portfolio, either through internal development, in-license or acquisition; and for working capital and other general corporate purposes.

On December 24, 2019, the Company entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“Wainwright”), to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company to the Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the Shares, plus a management fee equal to 1.0% of the gross proceeds, a non-accountable expense of $125,000 for this Offering, and $10,000 for clearing expenses. The Company has also agreed to issue to Wainwright or its designees warrants to purchase up to 5.0% of the aggregate number of Shares sold under the Purchase Agreement (the “Wainwright Warrants”), or up to 45,643 shares of Common Stock. The Wainwright Warrants have a term of three and one-half (3.5) years, are not exercisable for a period of six months following the issuance, and have an exercise price of $13.125 per share (equal to 125% of the Offering price per share). The Engagement Letter also includes indemnification obligations of the Company and other provisions customary for transactions of this nature.

The Shares (but not the Wainwright Warrants, or the shares of Common Stock issuable upon the exercise of the Wainwright Warrants (the “Wainwright Warrant Shares”)) were offered and sold by the Company through a shelf registration statement on Form S-3 (File No.: 333-217076), which was initially filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2017 and declared effective by the SEC on April 14, 2017 and a prospectus supplement relating to the Offering dated December 25, 2019 filed with the SEC.

The Wainwright Warrants and the Wainwright Warrant Shares are being offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), to the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and similar exemptions under applicable state laws in reliance on the following facts: no general solicitation was used in the offer or sale of such securities; the recipients of the securities had adequate access to information about the Company, through pre-existing relationships or otherwise; and such securities were issued as restricted securities with restricted legends referring to the Securities Act. No such securities may be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.

The foregoing descriptions of the Wainwright Warrants, the Purchase Agreement and the Engagement Letter do not purport to be complete and are qualified in their entirety by reference to the copy of each of the Form of Wainwright Warrants, Form of Purchase Agreement and the Engagement Letter, which are attached hereto as Exhibits 4.1, 10.1 and 10.2, respectively, and which are incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 3.02. Unregistered Sales of Equity Securities

The information under Item 1.01 of this Current Report on Form 8-K regarding the Wainwright Warrants and the Wainwright Warrant Shares is incorporated herein by reference.

On December 24, 2019, a holder of 125,000 outstanding warrants of the Company exercised such warrants on a “net exercise” or “cashless” basis into 61,677 shares of common stock. The issuance of the 61,677 shares of common stock upon exercise of such warrants was exempt from registration under Section 4(a)(2) and/or 3(a)(9) under the Securities Act and the rules promulgated thereunder.

On December 26, 2019, a holder of 125,000 outstanding warrants of the Company exercised such warrants on a “net exercise” or “cashless” basis into 50,143 shares of common stock. The issuance of the 50,143 shares of common stock upon exercise of such warrants was exempt from registration under Section 4(a)(2) and/or 3(a)(9) under the Securities Act and the rules promulgated thereunder.

Item 8.01. Other Events.

On December 26, 2019, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Microbot Medical Inc. Exhibit
EX-4.1 2 ex4-1.htm   Exhibit 4.1   NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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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.