MICROBOT MEDICAL INC. (NASDAQ:MBOT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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entered into a Securities Exchange Agreement with Alpha Capital
Anstalt (Alpha), to which Alpha would exchange approximately
9,735,925 shares or rights to acquire shares of the common stock,
par value $0.01 per share, of the Company (the Common Stock) held
by it, for approximately 9,736 shares of a newly designated class
of Series A Convertible Preferred Stock, par value $0.01 per
share (the Preferred Stock). The Common Stock and Common Stock
underlying the rights include all of the shares of Common Stock
issued or issuable to Alpha to the previously disclosed merger
transaction between the Company (then named StemCells, Inc.) and
Microbot Medical Ltd., an Israeli corporation.
thereto will be cancelled and the Companys issued and outstanding
shares of Common Stock will be reduced to approximately
26,518,315.
conditions, and is expected to occur prior to the end of 2016.
representations and warranties, and affirmative and negative
covenants.
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.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year |
incorporated by reference into this Item 5.03. On December 16,
2016, 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).
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.
3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
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Item 8.01.
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Other Events.
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announcing an investor briefing conference call and webcast,
scheduled to take place on Monday, December 19, 2016, at 4:30
p.m. ET. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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3.1
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Certificate of Designation of Preferences, Rights and
Limitations of the Series A Convertible Preferred Stock |
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10.1
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Exchange Agreement
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99.1
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Press Release
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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. MICROBOT MEDICAL INC. (NASDAQ:MBOT) Recent Trading Information
MICROBOT MEDICAL INC. (NASDAQ:MBOT) closed its last trading session down -0.46 at 6.60 with 117,976 shares trading hands.