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


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 June 5, 2017, Microbot Medical Inc. (the Company) entered into
a Securities Purchase Agreement (the Purchase Agreement) with
certain institutional investors (the Investors) providing for the
issuance and sale by the Company to the Investors of an aggregate
of 3,750,000 shares (the Shares) of the Companys common stock,
par value $0.01 per share (the Common Stock), at a purchase price
per share of $2.70 (the Offering). The gross proceeds to the
Company will be $10,125,000.

The Shares will be issued to the Companys 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. A prospectus supplement relating to the Offering will be
filed with the SEC on June 5, 2017. The closing of the Offering
is expected to take place on or about June 8, 2017, subject to
certain customary closing conditions. The Company intends to use
the net proceeds from this offering to expand and leverage the
current ViRob and TipCAT technology platforms, for establishing
potential strategic partnerships and acquisition of assets,
products or entities, and for general corporate and working
capital purposes.

Ladenburg Thalmann Co. Inc. (the Lead Placement Agent) and
Chardan Capital Markets, LLC (together with the Lead Placement
Agent, the Placement Agents) have served as the Companys
placement agents for the Offering to a Placement Agency Agreement
(the Placement Agreement) by and between the Lead Placement Agent
and the Company. Under the Placement Agreement, in consideration
for services rendered as the Placement Agents in the Offering,
the Company will pay to the Placement Agents a cash fee equal to
approximately $708,750, or 7.0% of the gross proceeds of the
Shares sold. The Company also agreed to reimburse the Placement
Agents for their reasonable out-of-pocket expenses incurred in
connection with its engagement and to pay the legal fees of the
Placement Agents counsel and the Investors counsel up to an
aggregate amount of $100,000.

The foregoing descriptions of the Purchase Agreement and the
Placement Agreement do not purport to be complete and are
qualified in their entirety by reference to the copy of each of
the Form of Purchase Agreement and the Placement Agreement, which
are attached hereto as Exhibit 10.2, and 10.1, 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
Companys periodic reports and other filings with the SEC.

Item 8.01. Other Events.

On June 5, 2017, the Company issued a press release in connection
with the Offering titled Microbot Medical Announces $10 million
Registered Direct Offering of Common Stock. A copy of the press
release 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.

As of June 5, 2017, the Company has outstanding 28,376,333 shares
of common stock, and common stock equivalents exercisable or
convertible into an aggregate of 14,651,982 shares of common

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
10.1 Placement Agency Agreement, dated as of June 5, 2017, by and
between Microbot Medical Inc. and Ladenburg Thalmann Co. Inc.
10.2 Form of Securities Purchase Agreement, dated as of June 5,
2017, by and among Microbot Medical Inc., and the Investors.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C. (included in Exhibit 5.1).
99.1 Press Release dated June 5, 2017.


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.