MICROBOT MEDICAL INC. (NASDAQ:MBOT) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
From August 7, 2017 through September 19, 2017, the holder of the Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of Microbot Medical Inc. (the “Registrant”), converted an aggregate of 2,200 shares of the Preferred Stock for an aggregate of 2,200,000 shares of the Registrant’s common stock. to the terms of conversion of the Preferred Stock, each such share is convertible, upon request and for no additional consideration, into 1,000 shares of the common stock of the Registrant. The issuances of the 2,200,000 shares of common stock were exempt from registration under Section 4(a)(2) under the Securities Act of 1933, as amended and the rules promulgated thereunder (the “Securities Act”) as transactions not involving a public offering to a single existing stockholder who is an accredited investor, and/or 3(a)(9) under the Securities Act as the Preferred Stock was exchanged for common stock by an existing security holder and no commission or other remuneration was paid.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 14, 2017, the Board of Directors of the Registrant granted to Harel Gadot, the Registrant’s President, Chief Executive Officer and Chairman, options to purchase an aggregate of 1,812,712 shares of the Registrant’s common stock. The grant was made in accordance with the terms of Mr. Gadot’s Employment Agreement with the Registrant, dated November 27, 2016, to which the Registrant agreed to grant to Mr. Gadot options to purchase a number of shares of common stock equal to 5% of the total issued and outstanding shares of common stock determined as of the closing of the merger between the Registrant (then known as StemCells, Inc.) and Microbot Medical Ltd., an Israeli corporation (the “Merger”).
Of the options granted to Mr. Gadot:
| ● | options to purchase 1,336,522 shares of common stock have an exercise price of $1.05, a ten year term and vest as follows and in accordance with the terms of the Registrant’s Equity Incentive Plan: |
| ● | on the six month anniversary of the date of grant, the option shall vest and shall become exercisable with respect to 25% of the common stock; and |
| ● | on a quarterly basis over the next 30 months, the option shall vest and become exercisable with respect to the remaining 75% of the common stock. |
| ● | options to purchase 476,190 shares of common stock have an exercise price of $1.05, a ten year term and vest equally on an annual basis over 60 months commencing on the one year anniversary of the date of grant, and in accordance with the terms of the Registrant’s Equity Incentive Plan. |
On September 14, 2017, the Board of Directors of the Registrant granted (subject to the below condition) to Hezi Himelfarb, the Registrant’s Chief Operating Officer and General Manager, options to purchase an aggregate of 1,087,627 shares of the Registrant’s common stock. The conditional grant was made in accordance with the terms of Mr. Himelfarb’s Employment Agreement with the Registrant, dated December 5, 2016, to which the Registrant agreed to grant to Mr. Himelfarb options to purchase a number of shares of common stock equal to 3% of the total issued and outstanding shares of common stock determined as of the closing of the Merger. The grant of the options to Mr. Himelfarb shall be made on, and is conditioned on and subject to, the Israeli Tax Authority’s confirmation of the Registrant’s 2017 Equity Incentive Plan, expected on or about October 14, 2017, and the exercise price per share shall be the closing price of the Registrant’s common stock on the date of grant.
Subsequent to the conditional grant, the Israeli Tax Authority authorized the Registrant to grant options to the Registrant’s 2017 Equity Incentive Plan. Accordingly, the grant date of the options to Mr. Himelfarb was October 15, 2017 and the exercise price per share thereunder is $1.29.
The options granted to Mr. Himelfarb have a ten year term and vest as follows and in accordance with the terms of the Registrant’s Equity Incentive Plan:
| ● | on the six month anniversary of the date of grant, the option shall vest and shall become exercisable with respect to 25% of the common stock; and |
| ● | on a quarterly basis over the next 30 months, the option shall vest and become exercisable with respect to the remaining 75% of the common stock. |
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.