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 May 10, 2017, Microbot Medical Inc. (the Company) entered into
a Securities Exchange Agreement (the Exchange Agreement) with
Alpha Capital Anstalt (Alpha Capital), to which the Company
agreed to issue 3,255 shares of Series A Convertible Preferred
Stock, par value $0.01 per share (the Preferred Stock), in
exchange for the full satisfaction, termination and cancellation
of that outstanding 6% convertible promissory note of the Company
in the principal amount of $2,028,767, issued on November 28,
2016 and held by Alpha Capital (the Convertible Note).
The Exchange Agreement contains customary representations and
warranties and usual and customary affirmative and negative
covenants.
The foregoing description of the Exchange Agreement is not
complete and is subject to and qualified in its entirety by
reference to the Exchange Agreement and the Certificate of
Designation (as described below), copies of which are attached as
Exhibit 10.1 and 3.1, respectively, and are incorporated herein
by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02. Effective as of
May 10, 2017, the Company issued 3,255 shares of Preferred Stock
to Alpha Capital to the Exchange Agreement.
The issuance of the 3,255 shares of Preferred Stock was exempt
from registration under Section 4(a)(2) and/or 3(a)(9) under the
Securities Act of 1933, as amended, and the rules promulgated
thereunder.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 5.03. On May 10, 2017,
the Company filed the Certificate of Designation of Preferences,
Rights and Limitations of the Preferred Stock with the Secretary
of State of the State of Delaware, authorizing and establishing
the rights, preferences, and privileges of the Preferred Stock
(the Certificate of Designation).
Each share of Preferred Stock is convertible, at any time and
from time to time, into 1,000 shares of Common Stock, subject to
customary adjustments for stock dividends, stock splits and other
fundamental transactions, and are further subject to a beneficial
ownership limitation of 4.99% of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance
of Common Stock issuable upon conversion of the Preferred Stock.
The Preferred Stock have no voting rights, except as may be
required by law or for limited purposes specified in the
Certificate of Designation. The Preferred Stock is the same
series of securities as the Companys existing Series A
Convertible Preferred Stock issued in December 2016.
A copy of the Certificate of Designation is attached as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 3.1 |
Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock |
|
| 10.1 |
Securities Exchange Agreement, dated May 10, 2017, by and between Microbot Medical Inc. and Alpha Capital Anstalt |
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 +0.05 at 4.68 with 49,444 shares trading hands.