As
filed with the Securities and Exchange Commission on March 31, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
MICROBOT
MEDICAL INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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94-3078125
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(State
or other jurisdiction of
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(I.R.S.
Employer
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Incorporation
or organization)
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Identification
No.)
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5
Hamada Street
Yokneam
2069204 Israel
(908)
938-5561
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Harel
Gadot
Chairman,
President and Chief Executive Officer
25
Recreation Park Drive, Unit 108
Hingham,
MA 02043
(908)
938-5561
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Marc
D. Mantell, Esq.
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One
Financial Center
Boston,
MA 02111
(617)
542-6000
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Stephen
E. Fox, Esq.
Ruskin
Moscou Faltischek, P.C.
1425
RXR Plaza
East
Tower, 15
th
Floor
Uniondale,
New York 11556-1425
(516)
663-6600
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Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement,
as determined by the Registrant.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or intent reinvestment plans, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this form is a post-effective amendment to a registration statement filed pursuant General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large
Accelerated Filer
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[ ]
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Accelerated
Filer
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[ ]
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Non-Accelerated
Filer
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[ ]
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Smaller
Reporting Company
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[X]
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CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price Per
Share
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Proposed
Maximum
Aggregate Offering Price
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Amount
of
Registration Fee
(1)
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Common Stock, $0.01 par value
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(2)
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(3)
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(3)
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—
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Preferred Stock, $0.01 par value
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(2)
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(3)
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(3)
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—
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Warrants
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(2)
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(3)
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(3)
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—
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Debt Securities
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(2)
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(3)
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(3)
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—
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Rights
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(2)
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(3)
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(3)
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—
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Purchase Contracts
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(2)
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(3)
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(3)
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—
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Units
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(2)
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(3)
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(3)
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—
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Total
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$
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75,000,000.00
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$
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8,692.50
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(1)
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Calculated
pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.
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(2)
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There
are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate
principal amount of debt securities, such indeterminate number of warrants, rights and purchase contracts to purchase common
stock, preferred stock or debt securities, and such indeterminate number of units, as shall have an aggregate initial offering
price not to exceed $75,000,000. If any debt securities are issued at an original issue discount, then the offering price
of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not
to exceed $75,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered
hereunder may be sold separately or as units with other securities registered hereunder. Any securities registered hereunder
may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price
per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the
securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock
and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt
securities that provide for conversion or exchange, upon exercise of warrants or rights or performance of purchase contracts
or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities
Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock
and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits,
stock dividends or similar transactions.
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(3)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in
connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class
of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended.
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The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(
a
)
of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting
pursuant to Section 8(
a
), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither
we nor the selling stockholder are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED MARCH 31, 2017
PROSPECTUS
$75,000,000
Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Rights
Purchase
Contracts
Units
This
prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering,
up to $75,000,000 of any combination of the securities described in this prospectus, either individually or in units. We may also
offer common stock or preferred stock upon conversion of or exchange for the debt securities; common stock upon conversion of
or exchange for the preferred stock; common stock, preferred stock or debt securities upon the exercise of warrants, rights or
performance of purchase contracts; or any combination of these securities upon the performance of purchase contracts.
This
prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We
will provide you with the specific terms of any offering in one or more supplements to this prospectus. The prospectus supplements
will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information
contained in this document. You should read this prospectus and any prospectus supplement, as well as any documents incorporated
by reference into this prospectus or any prospectus supplement, carefully before you invest.
Our
securities may be sold directly by us to you, through agents designated from time to time or to or through underwriters or dealers.
For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution”
in this prospectus and in the applicable prospectus supplement. If any underwriters or agents are involved in the sale of our
securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable
fees, commissions or discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public
of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Our
common stock is listed on The NASDAQ Capital Market under the symbol “MBOT.” On March 30, 2017, the last reported
sale price of our common stock on The NASDAQ Capital Market was $5.87 per share. The applicable prospectus supplement will
contain information, where applicable, as to any other listing, if any, on The NASDAQ Capital Market or any securities market
or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities
are urged to obtain current information as to the market prices of our securities, where applicable.
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks that we have described on page 3 of this prospectus under the caption “Risk Factors.” We may include
specific risk factors in supplements to this prospectus under the caption “Risk Factors.” This prospectus may not
be used to sell our securities unless accompanied by a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is
, 2017.
TABLE
OF CONTENTS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”)
utilizing a “shelf” registration process. Under this shelf process, we may sell different types of securities described
in this prospectus, either individually or in units, in one or more offerings, up to a total value of $75,000,000. This prospectus
provides you with a general description of the securities we may offer. Each time we offer securities, we will provide a prospectus
supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update
or change information contained or incorporated by reference in this prospectus. However, no prospectus supplement will offer
a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together
with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material
information relating to the offering of securities under this prospectus. You should carefully read both this prospectus and any
prospectus supplement, including all documents incorporated herein by reference, together with additional information described
under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference.”
This
prospectus does not contain all of the information that is in the registration statement. We omitted certain parts of the registration
statement from this prospectus as permitted by the SEC. We refer you to the registration statement and its exhibits for additional
information about us and the securities that may be sold under this prospectus.
You
should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. We are not making an offer to sell these securities in any jurisdiction where the offer is not permitted. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus
or the time of any sale of our securities. Our business, financial condition, results of operations, and prospects may have changed
since such date.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such
agreement, including, in some cases, for the purpose of allocated risk among the parties to such agreements, and should not be
deemed to be a representation, warranty or covenant to you. Moreoever, such representations, warranties or covenants were accurate
only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately
representing the current state of our affairs.
This
prospectus may not be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement. To the
extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference,
the document with the most recent date will control.
Unless
the context indicates otherwise in this prospectus, the terms “Microbot,” the “Company,” “we,”
“our” or “us” in this prospectus refer to Microbot Medical Inc. and its wholly-owned subsidiaries.
PROSPECTUS
SUMMARY
This
summary highlights selected information about our Company, the offering of our securities under this prospectus and information
appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does
not contain all the information that you should consider before investing in our securities. You should read this entire prospectus
carefully, including “Risk Factors” contained in this prospectus beginning on page 3, and the more detailed
financial statements, notes to the consolidated financial statements and other information incorporated by reference from our
filings with the SEC or included in any applicable prospectus supplement. Investing in our securities involves risks. Therefore,
carefully consider the risk factors set forth in any prospectus supplement and in our most recent annual and quarterly filings
with the SEC, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by
reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating
results and financial conditions, as well as adversely affect the value of an investment in our securities.
Company
Overview
We
are a pre-clinical medical device company specializing in the research, design and development of next generation micro-robotics
assisted medical technologies targeting the minimally invasive surgery space. The Company is primarily focused on leveraging its
micro-robotic technologies with the goal of improving surgical outcomes for patients.
We
are currently developing our first two product candidates: the Self Cleaning Shunt, or SCS, for the treatment of hydrocephalus
and Normal Pressure Hydrocephalus, or NPH; and TipCAT, a self-propelling, semi-disposable endoscope that is being developed initially
for use in colonoscopy procedures. Our product candidates are being designed to bring greater functionality to conventional medical
devices and to reduce the known risks associated with such devices. We are currently planning to complete pre-clinical
studies required for regulatory submission for both product candidates within the next 24 months.
Microbot
currently holds an intellectual property portfolio that comprises nine patent families, which include nine patents granted in
the United States, twelve patents granted outside the United States, and 15 patent applications pending worldwide. We have an
exclusive license to key components of our technology.
Additional
Information
For
additional information related to our business and operations, please refer to the reports incorporated herein by reference, including
our Annual Report on Form 10-K for the year ended December 31, 2016 as described under the caption “Incorporation of Documents
by Reference” on page 22 of this prospectus.
Our
Corporate Information
Our
Company was incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate
of Incorporation was restated on February 14, 1992 to change the name of the Company to CytoTheraputics, Inc. On May 24,
2000, the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc. On
November 28, 2016, C&RD Israel Ltd., a wholly-owned subsidiary of the Company, completed its merger with and into Microbot
Medical Ltd., an Israeli corporation, with Microbot Israel Ltd. surviving as a wholly-owned subsidiary of the Company, or the
Merger. Prior to the Merger, the Company was a biopharmaceutical company that operated in one segment: the research, development,
and commercialization of stem cell therapeutics and related technologies. Immediately following the closing of the Merger, the
business of Microbot Medical Ltd. became our sole focus. In connection with the Merger, we also changed our name from StemCells,
Inc. to Microbot Medical Inc. On November 29, 2016, the stock of the Company began trading on the NASDAQ Capital Market
under the symbol “MBOT”.
Our
principal executive offices are located at 25 Recreation Park Drive, Unit 108, Hingham, Massachusetts 02043. Microbot also has
a principal executive office at 5 Hamada Street, 2
nd
Floor, Yokneam, Israel. Our telephone number is (908) 938-5561.
We maintain an Internet website at www.microbotmedical.com. The information contained on, connected to or that can be accessed
via our website is not part of this prospectus. We have included our website address in this prospectus as an inactive textual
reference only and not as an active hyperlink.
Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available
free of charge through the investor relations page of our internet website as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC.
Offerings
Under This Prospectus
Under
this prospectus, we may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants,
either individually or in units, with a total value of up to $75,000,000, from time to time at prices and on terms to be determined
by market conditions at the time of the offering. This prospectus provides you with a general description of the securities we
may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that
will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
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designation
or classification;
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aggregate
principal amount or aggregate offering price;
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maturity,
if applicable;
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rates
and times of payment of interest or dividends, if any;
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redemption
or conversion terms, if any;
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voting
or other rights, if any; and
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conversion
or exercise prices, if any.
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The
prospectus supplement also may add, update or change information contained in this prospectus or in documents we have incorporated
by reference into this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters,
reserve the right to accept or reject all or part of any proposed purchase of securities. If we offer securities through agents
or underwriters, we will include in the applicable prospectus supplement:
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the
names of those agents or underwriters;
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applicable
fees, discounts and commissions to be paid to them;
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details
regarding over-allotment options, if any; and
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the
net proceeds to us.
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THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF ANY SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
RISK
FACTORS
Investing
in our securities involves significant risk. The prospectus supplement applicable to each offering of our securities may contain
a discussion of the risks applicable to an investment in Microbot. Prior to making a decision about investing in our securities,
you should consider the “Risk Factors” included and incorporated by reference in this prospectus and any applicable
prospectus supplement, including the risk factors incorporated by reference from our most recent Annual Report on Form 10-K, as
updated by our Quarterly Reports on Form 10-Q and our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act filed after such annual report. The risks and uncertainties we describe are not the only ones facing us. Additional
risks not presently known to us, or that we currently deem immaterial, may also impair our business operations. If any of these
risks were to occur, our business, financial condition, or results of operations would likely suffer. In that event, the trading
price of our common stock could decline, and you could lose all or part of your investment.
RATIO
OF EARNINGS TO FIXED CHARGES
If
we offer debt securities and/or preference equity securities under this prospectus, then we will, if required at that time, provide
a ratio of earnings to fixed charges and/or ratio of combined fixed charges and preference dividends to earnings, respectively,
in the applicable prospectus supplement for such offering.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Exchange Act that relate to future
events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”,
“targets”, “anticipates”, “believes”, “estimates”, “will”, “would”,
“predicts”, “potential”, or “continue” or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors. The Private
Securities Litigation Reform Act of 1995 provides a “safe harbor” for such forward-looking statements. In order to
comply with the terms of the safe harbor, we note that a variety of factors could cause actual results and experience to differ
materially from the anticipated results or other expectations expressed in the forward-looking statements.
Such
statements include, without limitation, all statements as to expectation or belief and statements as to our future results of
operations; the progress of our research, product development and clinical programs; the need for, and timing of, additional capital
and capital expenditures; partnering prospects; costs of manufacturing products; the protection of, and the need for, additional
intellectual property rights; effects of regulations; the need for additional facilities; and potential market opportunities.
Our actual results may vary materially from those contained in such forward-looking statements because of risks to which we are
subject, including the fact that additional trials will be required to confirm the safety and demonstrate the efficacy of our
planned products; uncertainty as to whether the U.S. Food and Drug Administration, or the FDA, or other regulatory authorities
will clear our proposed products for commercialization and sale; the risk that our planned clinical trials or studies could be
substantially delayed beyond their expected dates or cause us to incur substantial unanticipated costs; uncertainties in our ability
to obtain the capital resources needed to continue our current research and development operations and to conduct the research,
preclinical development and clinical trials necessary for regulatory approvals; the uncertainty regarding the outcome of our clinical
trials or studies we may conduct in the future; the uncertainty regarding the validity and enforceability of the patents underlying
our proposed products; the uncertainty as to whether the Company’s preclinical studies will be replicated in humans; the
uncertainty whether any of our proposed products will prove clinically safe and effective; the uncertainty of whether we will
achieve significant revenue from product sales or become profitable; obsolescence of our technologies; competition from third
parties; intellectual property rights of third parties; litigation risks; legal and regulatory developments in Israel; and other
risks to which we are subject.
We
have based these forward-looking statements on our current expectations and projections about future events. We believe that the
assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to us
on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we
will take any action that we may presently be planning. These forward-looking statements are inherently subject to known and unknown
risks and uncertainties. We have included important cautionary statements in this prospectus, in the documents incorporated by
reference in this prospectus, and in the sections in our periodic reports, including our most recent Annual Report on Form 10-K,
entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” as supplemented by our subsequent Quarterly Reports on Form 10-Q or our Current Reports
on Form 8-K, discussing some of the factors that we believe could cause actual results or events to differ materially from the
forward-looking statements that we are making including, but are not limited to, research and product development uncertainties,
regulatory policies and approval requirements, competition from other similar businesses, market and general economic factors.
In
light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained
in this prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated
by reference in this prospectus. We are not under any obligation, and we expressly disclaim any obligation, to update or alter
any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking
statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
USE
OF PROCEEDS
We
cannot assure you that we will receive any proceeds in connection with securities which may be offered pursuant to this prospectus.
Unless otherwise indicated in the applicable prospectus supplement, we intend to use any net proceeds from the sale of securities
under this prospectus for our operations, our further development and commercialization of our product candidates, and other general
corporate purposes, which may include, but are not limited to, working capital, intellectual property protection and enforcement,
capital expenditures, repayment of indebtedness, investments, acquisitions and collaborations. We have not determined the amounts
we plan to spend on any of the areas listed above or the timing of these expenditures. As a result, our management will have broad
discretion to allocate the net proceeds, if any, we receive in connection with securities offered pursuant to this prospectus
for any purpose. Pending application of the net proceeds as described above, we may initially invest the net proceeds in short-term,
investment-grade, interest-bearing securities or apply them to the reduction of short-term indebtedness. Additional information
on the use of proceeds from the sale of securities offered by this prospectus may be set forth in the prospectus supplement relating
to that offering.
PLAN
OF DISTRIBUTION
We
may sell securities in any of the ways described below, including any combination thereof:
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to
or through underwriters or dealers;
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through
one or more agents; or
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directly
to purchasers or to a single purchaser.
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The
distribution of the securities may be effected from time to time in one or more transactions:
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at
a fixed price, or prices, which may be changed from time to time;
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at
market prices prevailing at the time of sale;
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at
prices related to such prevailing market prices; or
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at
negotiated prices.
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Each
prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.
The
prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities,
including the following:
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the
name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
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the
initial public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed
or reallowed or paid to dealers; and
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any
securities exchanges on which the securities may be listed.
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Any
initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
Only
the underwriters, dealers or agents named in the prospectus supplement are underwriters, dealers or agents in connection with
the securities being offered.
If
we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the
time of resale.
If
we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement
with the underwriter at the time of sale, and we will provide the name of any underwriter in the prospectus supplement which the
underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the
purchasers of the securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting
discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those
dealers in the form of discounts, concessions or commissions.
If
so indicated in the applicable prospectus supplement, we will authorize underwriters, dealers or other persons acting as our agents
to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for
payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the
aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated
in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions,
but shall in all cases be subject to our approval. Delayed delivery contracts will be subject only to those conditions set forth
in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
Agents,
underwriters and other third parties described above may be entitled to indemnification by us against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect to payments which the agents or underwriters may
be required to make in respect thereof. Agents, underwriters and such other third parties may be customers of, engage in transactions
with, or perform services for us in the ordinary course of business.
One
or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if the prospectus supplement
so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their
own accounts or as our agents. These remarketing firms will offer or sell the securities in accordance with the terms of the securities.
The prospectus supplement will identify any remarketing firm and describe the terms of its agreement, if any, with us and the
remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they
remarket. Remarketing firms may be entitled under agreements that may be entered into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with
or perform services for us in the ordinary course of business.
Certain
of the underwriters may use this prospectus and any accompanying prospectus supplement for offers and sales related to market-making
transactions in the securities. These underwriters may act as principal or agent in these transactions, and the sales will be
made at prices related to prevailing market prices at the time of sale. Any underwriter involved in the sale of the securities
may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, the underwriters’
commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act and the rules of
the Financial Industry Regulatory Authority Inc., or FINRA.
Shares
of our common stock sold pursuant to the registration statement of which the prospectus is a part will be authorized for listing
and trading on the NASDAQ Capital Market. The applicable prospectus supplement will contain information, where applicable,
as to any other listing, if any, on the Nasdaq Capital Market or any securities market or other securities exchange of the securities
covered by the prospectus supplement. The securities may be new issues of securities and may have no established trading market.
The securities may or may not be listed on a national securities exchange. Underwriters may make a market in these securities,
but will not be obligated to do so and may discontinue any market making at any time without notice. We can make no assurance
as to the liquidity of, or the existence, development or maintenance of trading markets for, any of the securities.
Certain
persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of the
securities. This may include overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance
with rules and regulations under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a
short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution
is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue
any of the activities at any time.
The
underwriters, dealers and agents may engage in other transactions with us, or perform other services for us, in the ordinary course
of their business.
DESCRIPTION
OF COMMON STOCK
We
are authorized to issue 220,000,000 shares of common stock, par value $0.01 per share. As of March 31, 2017 we had 27,251,333
shares of common stock issued and outstanding and approximately 245 common stockholders of record. The following summary of certain
provisions of our common stock does not purport to be complete. You should refer to our certificate of incorporation and our bylaws,
copies of which are on file with the SEC as exhibits to previous SEC filings
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Please
refer to “Where You Can Find More Information” below for directions on obtaining these documents.
The summary
below is also qualified by provisions of applicable law.
General
Holders
of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Holders of common stock are entitled to receive proportionately any dividends as may be declared by
our board of directors, out of funds that we may legally use to pay dividends, subject to any preferential dividend rights of
any outstanding series of preferred stock or series of preferred stock that we may designate and issue in the future. All shares
of common stock outstanding as of the date of this prospectus and, upon issuance and sale, all shares of common stock that we
may offer pursuant to this prospectus, will be fully paid and nonassessable.
In
the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets
available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights
of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights.
There are no redemption or sinking fund provisions applicable to the common stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
NASDAQ
Capital Market
Our
common stock is listed for quotation on the NASDAQ Capital Market under the symbol “MBOT.”
DESCRIPTION
OF PREFERRED STOCK
We
have authority to issue 1,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2017 we had 9,736
shares of Series A Convertible Preferred Stock issued and outstanding. As of the date of this prospectus, no other shares of our
preferred stock were outstanding or designated.
The
following summary of certain provisions of our preferred stock does not purport to be complete. You should refer to our certificate
of incorporation and by-laws, as amended to date,
copies of which are on file with the SEC
as exhibits to previous SEC filings. Please refer to “Where You Can Find More Information” below for directions on
obtaining these documents.
The summary below is also qualified by provisions of applicable law.
Our
board of directors is authorized, without stockholder approval, from time to time, to issue shares of preferred stock in series
and may, at the time of issuance, subject to Delaware law and our certificate of incorporation and by-laws, determine the rights,
preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences.
Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for
the payment of dividends on shares of our common stock. Holders of shares of preferred stock may be entitled to receive a preference
payment in the event of any liquidation, dissolution or winding-up of our company before any payment is made to the holders of
shares of our common stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or tend
to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities
or the removal of incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we
may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of our
common stock.
If
we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the
prospectus supplement for such offering and will file a copy of the certificate establishing the terms of the preferred stock
with the SEC. To the extent required, this description will include:
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the
title and stated value;
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the
number of shares offered, the liquidation preference per share and the purchase price;
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the
dividend rate(s), period(s) and/or payment date(s), or method(s) of calculation for such dividends;
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whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the
procedures for any auction and remarketing, if any;
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the
provisions for a sinking fund, if any;
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the
provisions for redemption, if applicable;
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any
listing of the preferred stock on any securities exchange or market;
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whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price (or how it will be
calculated) and conversion period;
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whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price (or how it will be calculated)
and exchange period;
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voting
rights, if any, of the preferred stock;
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a
discussion of any material and/or special U.S. federal income tax considerations applicable to the preferred stock;
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the
relative ranking and preferences of the preferred stock as to dividend rights and rights upon liquidation, dissolution or
winding up of the affairs of the Company; and
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any
material limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series
of preferred stock as to dividend rights and rights upon liquidation, dissolution or winding up of the Company.
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The
preferred stock offered by this prospectus will, when issued, be fully paid and nonassessable and will not have, or be subject
to, any preemptive or similar rights.
Series
A Preferred Stock
On
December 16, 2016, we filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred
Stock, or the Series A Certificate of Designation, with the Secretary of State of the State of Delaware, establishing and designating
the series A preferred stock. Each share of series A preferred stock is convertible, at any time at the option of the holder thereof,
into 1,000 shares of common stock, subject to certain adjustments and subject to the ownership limitation described below.
The series A preferred stock has no sinking provisions, dividend rights, liquidation preference or other preferences over Common
Stock and has no voting rights except as provided in the Series A Certificate of Designation or as otherwise required by law.
The
series A preferred stock contains limitations that prevent the holder from acquiring shares upon conversion of shares of series
A preferred stock that would result in the number of shares beneficially owned by the holder and its affiliates exceeding 4.99%
of the total number of shares of our common stock then issued and outstanding, which limitation may be increased to 9.99% at the
option of the holder. In addition, upon certain changes in control of Microbot, holders of shares of series A preferred stock
can elect to receive, subject to certain limitations and assumptions, securities in a successor entity equal to the value of the
holders’ series A preferred stock, or if holders of common stock are given a choice of cash or property, then cash or property
equal to the value of the holder’s outstanding series A preferred stock.
As
of March 31, 2017 we had 9,736 shares of Series A Convertible Preferred Stock issued and outstanding and no shares of series
A preferred stock are available for issuance.
Transfer
Agent and Registrar
The
transfer agent and registrar for any series or class of preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together
with other securities or separately, as described in the applicable prospectus supplement. Below is a description of certain general
terms and provisions of the warrants that we may offer. Particular terms of the warrants will be described in the warrant agreements
and the prospectus supplement to the warrants.
The
applicable prospectus supplement will contain, where applicable, the following terms of, and other information relating to, the
warrants:
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the
specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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the
designation, amount and terms of the securities purchasable upon exercise of the warrants;
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if
applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon
exercise of the warrants;
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if
applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon
exercise, and a description of that series of our preferred stock;
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if
applicable, the exercise price for our debt securities, the amount of debt securities to be received upon exercise, and a
description of that series of debt securities;
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the
date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not
continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of
these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of
any security included in that unit;
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any
applicable material U.S. federal income tax consequences;
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the
identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents;
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the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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if
applicable, the date from and after which the warrants and the common stock, preferred stock and/or debt securities will be
separately transferable;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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information
with respect to book-entry procedures, if any;
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the
anti-dilution provisions of the warrants, if any;
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any
redemption or call provisions;
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whether
the warrants are to be sold separately or with other securities as parts of units; and
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the
warrants.
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Outstanding
Warrants
As
of March 31, 2017, we had outstanding:
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warrants
to purchase 9,279 shares of our common stock at an exercise price of $2.70 per share, which are exercisable through March
14, 2018;
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warrants
to purchase 41,116 shares of our common stock at an exercise price of $2.70 per share, which are exercisable through March
14, 2022;
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warrants
to purchase 10,139 shares of our common stock at an exercise price of $91.80 per share, which are exercisable through April
30, 2020;
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warrants
to purchase 57,814 shares of our common stock at an exercise price of $194.40 per share, which are exercisable through October
7, 2018; and
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warrants
to purchase 2,718 shares of our common stock at an exercise price of $183.60 per share, which are exercisable through April
9, 2023.
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Transfer
Agent and Registrar
The
transfer agent and registrar for any warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplements, summarizes
the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized
below will apply generally to any future debt securities we may offer pursuant to this prospectus, we will describe the particular
terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. If we so indicate in a
prospectus supplement, the terms of any debt securities offered under such prospectus supplement may differ from the terms we
describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms
set forth in the prospectus supplement shall control.
We
may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated.
We will issue any such senior debt securities under a senior indenture that we will enter into with a trustee to be named in the
senior indenture. We will issue any such subordinated debt securities under a subordinated indenture, which we will enter into
with a trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration
statement, of which this prospectus is a part. We use the term “indentures” to refer to either the senior indenture
or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as in effect
on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior
indenture or the trustee under the subordinated indenture, as applicable.
The
following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures
are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular
series of debt securities.
General
Each
indenture provides that debt securities may be issued from time to time in one or more series and may be denominated and payable
in foreign currencies or units based on or relating to foreign currencies. Neither indenture limits the amount of debt securities
that may be issued thereunder, and each indenture provides that the specific terms of any series of debt securities shall be set
forth in, or determined pursuant to, an authorizing resolution and/or a supplemental indenture, if any, relating to such series.
We
will describe in each prospectus supplement the following terms relating to a series of debt securities:
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title or designation;
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the
aggregate principal amount and any limit on the amount that may be issued;
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the
currency or units based on or relating to currencies in which debt securities of such series are denominated and the currency
or units in which principal or interest or both will or may be payable;
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whether
we will issue the series of debt securities in global form, the terms of any global securities and who the depositary will
be;
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the
maturity date and the date or dates on which principal will be payable;
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the
interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to
accrue, the date or dates interest will be payable and the record dates for interest payment dates or the method for determining
such dates;
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whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt;
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the
terms of the subordination of any series of subordinated debt;
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the
place or places where payments will be payable;
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our
right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the
date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to
any optional redemption provisions;
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the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund provisions or otherwise,
to redeem, or at the holder’s option to purchase, the series of debt securities;
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whether
the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
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whether
we will be restricted from incurring any additional indebtedness;
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a
discussion on any material or special U.S. federal income tax considerations applicable to a series of debt securities;
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the
denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral
multiple thereof; and
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any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities.
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We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration
of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal
income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus
supplement.
Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or
exchangeable for our common stock or our other securities. We will include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our
common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation,
Merger or Sale; No Protection in Event of a Change of Control or Highly Leveraged Transaction
The
indentures do not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise
dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our
obligations under the indentures or the debt securities, as appropriate.
Unless
we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford
holders of the debt securities protection in the event we have a change of control or in the event of a highly leveraged transaction
(whether or not such transaction results in a change of control), which could adversely affect holders of debt securities.
Events
of Default Under the Indenture
The
following are events of default under the indentures with respect to any series of debt securities that we may issue:
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if
we fail to pay interest when due and our failure continues for 90 days and the time for payment has not been extended or deferred;
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if
we fail to pay the principal, or premium, if any, when due and the time for payment has not been extended or delayed;
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if
we fail to observe or perform any other covenant set forth in the debt securities of such series or the applicable indentures,
other than a covenant specifically relating to and for the benefit of holders of another series of debt securities, and our
failure continues for 90 days after we receive written notice from the debenture trustee or holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of the applicable series; and
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if
specified events of bankruptcy, insolvency or reorganization occur as to us.
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No
event of default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency
or reorganization) necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence
of an event of default may constitute an event of default under any bank credit agreements we may have in existence from time
to time. In addition, the occurrence of certain events of default or acceleration under the indenture may constitute an event
of default under certain of our other indebtedness outstanding from time to time.
If
an event of default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee
or the holders of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice
in writing to us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal
(or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in
the terms of that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before
a judgment or decree for payment of the money due has been obtained with respect to debt securities of any series, the holders
of a majority in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series
at which a quorum is present, the holders of a majority in principal amount of the debt securities of such series represented
at such meeting) may rescind and annul the acceleration if all events of default, other than the non-payment of accelerated principal,
premium, if any, and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in
the applicable indenture (including payments or deposits in respect of principal, premium or interest that had become due other
than as a result of such acceleration). We refer you to the prospectus supplement relating to any series of debt securities that
are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence of an event of default.
Subject
to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee
will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of
the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity.
The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust
or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:
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the
direction so given by the holder is not in conflict with any law or the applicable indenture; and
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subject
to its duties under the Trust Indenture Act, the debenture trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not involved in the proceeding.
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A
holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint
a receiver or trustee, or to seek other remedies if:
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the
holder previously has given written notice to the debenture trustee of a continuing event of default with respect to that
series;
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the
holders of at least a majority in aggregate principal amount of the outstanding debt securities of that series have made written
request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee;
and
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the
debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series (or at a meeting of holders of such series at which a quorum is present,
the holders of a majority in principal amount of the debt securities of such series represented at such meeting) other conflicting
directions within 60 days after the notice, request and offer.
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These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the applicable debenture trustee regarding our compliance with specified covenants in the
applicable indenture.
Modification
of Indenture; Waiver
The
debenture trustee and we may change the applicable indenture without the consent of any holders with respect to specific matters,
including:
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to
fix any ambiguity, defect or inconsistency in the indenture; and
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to
change anything that does not materially adversely affect the interests of any holder of debt securities of any series issued
pursuant to such indenture.
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In
addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee
with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities
of each series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal
amount of the debt securities of such series represented at such meeting) that is affected. However, the debenture trustee and
we may make the following changes only with the consent of each holder of any outstanding debt securities affected:
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extending
the fixed maturity of the series of debt securities;
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reducing
the principal amount, reducing the rate of or extending the time of payment of interest, or any premium payable upon the redemption
of any debt securities;
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reducing
the principal amount of discount securities payable upon acceleration of maturity;
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making
the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
or
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reducing
the percentage of debt securities, the holders of which are required to consent to any amendment or waiver.
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Except
for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of
any series (or, at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount
of the debt securities of such series represented at such meeting) may on behalf of the holders of all debt securities of that
series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding
debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under
the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or
any interest on any debt security of that series or in respect of a covenant or provision, which cannot be modified or amended
without the consent of the holder of each outstanding debt security of the series affected; provided, however, that the holders
of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from the acceleration.
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities,
except for obligations to:
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register
the transfer or exchange of debt securities of the series;
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replace
stolen, lost or mutilated debt securities of the series;
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maintain
paying agencies;
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hold
monies for payment in trust;
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compensate
and indemnify the trustee; and
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appoint
any successor trustee.
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In
order to exercise our rights to be discharged with respect to a series, we must deposit with the trustee money or government obligations
sufficient to pay all the principal of, the premium, if any, and interest on, the debt securities of the series on the dates payments
are due.
Form,
Exchange, and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in
the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that
we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited
with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement
with respect to that series.
At
the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described
in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for
other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange or in the applicable indenture, we will make no service charge
for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
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issue,
register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and
ending at the close of business on the day of the mailing; or
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register
the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion
of any debt securities we are redeeming in part.
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Information
Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under the applicable indenture, undertakes
to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture,
the debenture trustee under such indenture must use the same degree of care as a prudent person would exercise or use in the conduct
of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers
given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur.
Payment
and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on
any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered
at the close of business on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents
designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, will we make interest payments
by check which we will mail to the holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate
trust office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities
of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the
debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a
particular series.
All
money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any
debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable
will be repaid to us, and the holder of the security thereafter may look only to us for payment thereof.
Governing
Law
The
indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except
to the extent that the Trust Indenture Act is applicable.
Subordination
of Subordinated Debt Securities
Our
obligations pursuant to any subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment
to certain of our other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit
the amount of senior indebtedness we may incur. It also does not limit us from issuing any other secured or unsecured debt.
DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock, preferred stock or the other securities described
in this prospectus. We may offer rights separately or together with one or more additional rights, debt securities, preferred
stock, common stock, warrants or purchase contracts, or any combination of those securities in the form of units, as described
in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered
into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with
the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency
or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain
general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of the rights to
which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights so
offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights
agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms
described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable
rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights.
We
will provide in a prospectus supplement the following terms of the rights being issued:
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the
date of determining the stockholders entitled to the rights distribution;
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the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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the
exercise price;
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the
aggregate number of rights issued;
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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the
method by which holders of rights will be entitled to exercise;
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the
conditions to the completion of the offering, if any;
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the
withdrawal, termination and cancellation rights, if any;
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether
stockholders are entitled to oversubscription rights, if any;
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any
applicable material U.S. federal income tax considerations; and
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights, as applicable.
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Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock, preferred stock or
other securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up
to the close of business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock, preferred stock or other securities, as applicable,
purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer
any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through
a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF PURCHASE CONTRACTS
We
may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific
or variable number of our debt securities, shares of common stock, preferred stock, warrants or rights, or securities of an entity
unaffiliated with us, or any combination of the above, at a future date or dates. Alternatively, the purchase contracts may obligate
us to purchase from holders, and obligate holders to sell to us, a specific or variable number of our debt securities, shares
of common stock, preferred stock, warrants, rights or other property, or any combination of the above. The price of the securities
or other property subject to the purchase contracts may be fixed at the time the purchase contracts are issued or may be determined
by reference to a specific formula described in the purchase contracts. We may issue purchase contracts separately or as a part
of units each consisting of a purchase contract and one or more of our other securities described in this prospectus or securities
of third parties, including U.S. Treasury securities, securing the holder’s obligations under the purchase contract. The
purchase contracts may require us to make periodic payments to holders or vice versa and the payments may be unsecured or pre-funded
on some basis. The purchase contracts may require holders to secure the holder’s obligations in a manner specified in the
applicable prospectus supplement.
The
applicable prospectus supplement will describe the terms of any purchase contracts in respect of which this prospectus is being
delivered, including, to the extent applicable, the following:
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whether
the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to
purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining
those amounts;
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whether
the purchase contracts are to be prepaid;
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whether
the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the
securities subject to purchase under the purchase contract;
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any
acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts;
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any
applicable material U.S. federal income tax considerations; and
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whether
the purchase contracts will be issued in fully registered or global form.
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The
preceding description sets forth certain general terms and provisions of the purchase contracts to which any prospectus supplement
may relate. The particular terms of the purchase contracts to which any prospectus supplement may relate and the extent, if any,
to which the general provisions may apply to the purchase contracts so offered will be described in the applicable prospectus
supplement. To the extent that any particular terms of the purchase contracts described in a prospectus supplement differ from
any of the terms described above, then the terms described above will be deemed to have been superseded by that prospectus supplement.
We encourage you to read the applicable purchase contract for additional information before you decide whether to purchase any
of our purchase contracts.
DESCRIPTION
OF UNITS
The
following description, together with the additional information that we include in any applicable prospectus supplements summarizes
the material terms and provisions of the units that we may offer under this prospectus. While the terms we have summarized below
will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series
of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement
may differ from the terms described below.
We
will incorporate by reference from reports that we file with the SEC, the form of unit agreement that describes the terms of the
series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following
summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the
provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read
the applicable prospectus supplements related to the particular series of units that we may offer under this prospectus, as well
as any related free writing prospectuses and the complete unit agreement and any supplemental agreements that contain the terms
of the units.
General
We
may issue units consisting of common stock, preferred stock, one or more debt securities, warrants, rights or purchase contracts
for the purchase of common stock, preferred stock and/or debt securities in one or more series, in any combination. Each unit
will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each security included in the unit. The unit agreement under which a
unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or
at any time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including:
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the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any
provisions of the governing unit agreement that differ from those described below; and
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
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The
provisions described in this section, as well as those set forth in any prospectus supplement or as described under “Description
of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” “Description
of Warrants,” “Description of Rights” and “Description of Purchase Contracts” will apply to each
unit, as applicable, and to any common stock, preferred stock, debt security, warrant, right or purchase contract included in
each unit, as applicable.
Unit
Agent
The
name and address of the unit agent for any units we offer will be set forth in the applicable prospectus supplement.
Issuance
in Series
We
may issue units in such amounts and in such numerous distinct series as we determine.
Enforceability
of Rights by Holders of Units
Each
unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series
of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or
unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any
holder of a unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal
action its rights as holder under any security included in the unit.
CERTAIN
PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF
INCORPORATION AND BYLAWS
Anti-Takeover
Provisions
Delaware
Law
We
are subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly
held Delaware corporation from engaging in a “business combination” with any “interested stockholder”
for three years following the date that the person became an interested stockholder, unless the interested stockholder attained
such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner.
A “business combination” includes, among other things, a merger or consolidation involving us and the “interested
stockholder” and the sale of more than 10% of our assets. In general, an “interested stockholder” is any entity
or person beneficially owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling
or controlled by such entity or person.
Staggered
Board
Our
restated certificate of incorporation and restated by-laws provide for the Board of Directors to be divided into three classes
serving staggered terms. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire
are elected for a three-year term of office. All directors elected to our classified Board of Directors will serve until the election
and qualification of their respective successors or their earlier resignation or removal. The Board of Directors is authorized
to create new directorships and to fill such positions so created and is permitted to specify the class to which any such new
position is assigned. The person filling such position would serve for the term applicable to that class. The Board of Directors
(or its remaining members, even if less than a quorum) is also empowered to fill vacancies on the Board of Directors occurring
for any reason for the remainder of the term of the class of directors in which the vacancy occurred. Members of the Board of
Directors may only be removed for cause and only by the affirmative vote of 80% of the outstanding voting stock. These provisions
are likely to increase the time required for stockholders to change the composition of the Board of Directors. For example, in
general, at least two annual meetings will be necessary for stockholders to effect a change in a majority of the members of the
Board of Directors. The provision for a classified board could prevent a party who acquires control of a majority of our outstanding
common stock from obtaining control of our Board of Directors until our second annual stockholders meeting following the date
the acquirer obtains the controlling stock interest. The classified board provision could have the effect of discouraging a potential
acquirer from making a tender offer or otherwise attempting to obtain control of us and could increase the likelihood that incumbent
directors will retain their positions.
Advance
notice provisions for stockholder proposals
Our
restated by-laws establish an advance notice procedure for stockholder nominations of candidates for election to our Board of
Directors, as well as procedures for including proposed nominations at special meetings at which directors are to be elected.
Stockholders at our annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before
the meeting by or at the direction of our board or by a stockholder who was a stockholder of record on the record date for the
meeting, who is entitled to vote at the meeting and who has given to our secretary timely written notice, in proper form, of the
stockholder’s intention to bring that business before the meeting, and who has complied with the procedures and requirements
set forth in the by-laws. Although the by-laws do not give the Board of Directors the power to approve or disapprove stockholder
nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, these by-laws
may have the effect of precluding the conduct of some business at a meeting if the proper procedures are not followed or may discourage
or defer a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting
to obtain control of Microbot.
Special
meetings of stockholders
Special
meetings of the stockholders may be called only by the Board of Directors, president or secretary upon the application of a majority
of the directors. Stockholders are not permitted to call a special meeting or to require our Board of Directors to call a special
meeting.
No
stockholder action by written consent
Our
restated certificate of incorporation and restated by-laws do not permit our stockholders to act by written consent. As a result,
any action to be effected by our stockholders must be effected at a duly called annual or special meeting of the stockholders.
Super-majority
stockholder vote required for certain actions.
The
DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend
a corporation’s certificate of incorporation or by-laws, unless the corporation’s certificate of incorporation or
by-laws, as the case may be, requires a greater percentage. Our restated certificate of incorporation requires the affirmative
vote of the holders of at least 80% of our outstanding voting stock to amend or repeal certain provisions of our restated certificate
of incorporation. This 80% stockholder vote would be in addition to any separate class vote that might in the future be required
pursuant to the terms of any preferred stock that might then be outstanding. In addition, an 80% vote is also required for any
amendment to, or repeal of, our restated by-laws by the stockholders. Our restated by-laws may be amended or repealed by a vote
of a majority of the total number of authorized directors.
Limitation
of Liability and Indemnification
Our
restated certificate of incorporation and our amended and restated bylaws provide that each person who was or is made a party
or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of
our directors or officers or is or was serving at our request as a director, officer, or trustee of another corporation, or of
a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the
basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity
while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized
by the Delaware General Corporation Law against all expense, liability and loss (including attorneys’ fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such.
Section
145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in
connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer
of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed
to, the best interests of the believe his or her conduct was unlawful. In a derivative action (i.e., one brought by or on behalf
of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer
in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that
he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification
shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that
the Delaware Chancery Court or the court in which the action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant
to Section 102(b)(7) of the Delaware General Corporation Law, Article Ninth of our restated certificate of incorporation eliminates
the liability of a director to us or our stockholders for monetary damages for such a breach of fiduciary duty as a director,
except for liabilities arising:
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any breach of the director’s duty of loyalty to us or our stockholders;
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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under
Section 174 of the Delaware General Corporation Law; and
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from
any transaction from which the director derived an improper personal benefit.
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We
have entered into indemnification agreements with our directors and certain officers, in addition to the indemnification provided
in our restated certificate of incorporation and our amended and restated bylaws, and intend to enter into indemnification agreements
with any new directors and executive officers in the future. We have purchased and intend to maintain insurance on behalf of any
person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by
him or her in any such capacity, subject to certain exclusions.
The
foregoing discussion of our restated certificate of incorporation, amended and restated bylaws, indemnification agreements, indemnity
agreement, and Delaware law is not intended to be exhaustive and is qualified in its entirety by such restated certificate of
incorporation, amended and restated bylaws, indemnification agreements, indemnity agreement, or law.
LEGAL
MATTERS
The
validity of the shares being offered under this prospectus by us will be passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., Boston, Massachusetts.
EXPERTS
The
consolidated financial statements of Microbot Medical Inc. appearing it its Annual Report on Form 10-K for the year ended December
31, 2016, have been audited by
Brightman Almagor Zohar & Co., a Member of Deloitte Touche
Tohmatsu Limited,
independent registered public accounting firm, as set forth in their report thereon, including therein,
and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s
public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents
by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference facilities. SEC filings are also available at the SEC’s website at http://www.sec.gov.
This
prospectus is only part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act and therefore
omits certain information contained in the registration statement. We have also filed exhibits and schedules with the registration
statement that are excluded from this prospectus, and you should refer to the applicable exhibit or schedule for a complete description
of any statement referring to any contract or other document. You may inspect a copy of the registration statement, including
the exhibits and schedules, without charge, at the public reference room or obtain a copy from the SEC upon payment of the fees
prescribed by the SEC.
The
registration statement and the documents referred to below under “Incorporation of Certain Information by Reference”
are also available on our website at http://www.microbotmedical.com. We have not incorporated by reference into this prospectus
the information on our website, and you should not consider it to be a part of this prospectus.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows
us to disclose important information to you by referring you to those other documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede
this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities
we may offer pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as
permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us
and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain
documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement
is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents
incorporated by reference or the exhibits, may be obtained upon payment of the prescribed rates at the offices of the SEC listed
above in “Where You Can Find More Information.” The documents we are incorporating by reference are:
|
●
|
Our
Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 21, 2017;
|
|
|
|
|
●
|
our
Current Reports on Form 8-K and Form 8-K/A, filed with the SEC (except for the information furnished under Items 2.02 or 7.01
and the exhibits furnished thereto) on: January 4, 2017; January 4, 2017; January 5, 2017; January 6, 2017; January 30, 2017;
February 2, 2017; February 6, 2017; February 7, 2017; February 24, 2017; and March 15, 2017;
|
|
|
|
|
●
|
the
description of our common stock contained in our registration statement on Form 8-A filed August 3, 1998, under the Exchange
Act, including any amendment or report filed for the purpose of updating such description; and
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|
|
|
|
●
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all
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this prospectus and prior to the termination of this offering.
|
The
SEC file number for each of the documents listed above is 000-19871
In
addition, all reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration
statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus
will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes
the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute
a part of this prospectus.
We
will provide, upon written or oral request, without charge to each person, including any beneficial owner, to whom a copy of this
prospectus is delivered, a copy of any or all of the information incorporated herein by reference (exclusive of exhibits to such
documents unless such exhibits are specifically incorporated by reference herein). You may request a copy of any or all of these
filings, at no cost, by writing or telephoning us at: Microbot Medical Inc., 25 Recreation Park Drive, Unit 108, Hingham, MA 02043;
Attention: Harel Gadot; telephone number (908) 938-5561.
You
should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement.
We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated
by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone
to whom it is unlawful to make such offer or solicitation.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
Other Expenses of Issuance and Distribution.
The
following table sets forth the various expenses in connection with the sale and distribution of the securities being registered,
all of which are being borne by us.
Securities and Exchange
Commission registration fee
|
|
$
|
8,692.50
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|
Printing and engraving expenses
|
|
|
*
|
|
Legal fees and expenses
|
|
|
*
|
|
Accounting fees and expenses
|
|
|
*
|
|
Blue sky fees and expenses
|
|
|
*
|
|
Transfer Agent and Registrar fees
|
|
|
*
|
|
Trust fees and expenses
|
|
|
*
|
|
Miscellaneous
|
|
|
*
|
|
|
|
|
|
|
Total
|
|
|
*
|
|
*
|
The
amount of securities and number of offerings are indeterminable and cannot be estimated at this time.
|
Item
15.
Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (“DGCL”) permits, in general, a Delaware corporation, to indemnify any
person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation) by reason of the
face that or she is or was a director, or officer, of the corporations, or served another business enterprise in any capacity
at the request of the corporation, against liability incurred in connection with such proceeding, including the expenses (including
attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
with such proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation and, in criminal actions or proceedings, additionally had no reasonable cause to believe
that his or her conduct was unlawful. A Delaware corporation’s power to indemnify applies to actions brought by or in the
right of the corporation by or in the right of the corporation as well, but only to the extent of expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit, provided
that no indemnification shall be provided in such actions in the event of any adjudication of negligence or misconduct in the
performance of such person’s duties to the corporation, unless a court believes that in light of all the circumstances indemnification
should apply. Section 145 of the Delaware General Corporation Law also permits, in general, a Delaware corporation to purchase
and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or served another entity
in any capacity at the request of the corporation, against liability incurred by such person in such capacity, whether or not
the corporation would have the power to indemnify such person against such liability.
Section
102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting
the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the
director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit.
The
foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions of, and is limited by
reference to, the above discussed sections of the DGCL.
The
Company’s restated certificate of incorporation provides that the Company’s Directors shall not be liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that exculpation from
liabilities is not permitted under the DGCL as in effect at the time such liability is determined. The Company’s restated
certificate of incorporation further provides that the Company shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
We
maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against
liability for actions taken in their capacities as directors and officers. We believe that these indemnification provisions and
insurance are necessary to attract and retain qualified directors and officers.
Indemnification
Agreements
We
have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require
us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments,
fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as
one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services
at our request.
Item
16.
Exhibits.
The
exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is
hereby incorporated by reference.
Item
17.
Undertakings.
(a)
The undersigned registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
|
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(ii)
|
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
|
|
|
|
|
(iii)
|
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
|
provided,
however
, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
|
|
(4)
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
(i)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
|
|
|
(ii)
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract
of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
|
|
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
|
|
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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|
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
|
|
|
(c)
|
The
undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to
set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the
amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof.
If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the
prospectus, a posteffective amendment will be filed to set forth the terms of such offering.
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|
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(d)
|
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.
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|
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(e)
|
The
undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and
regulations prescribed by the Commission under section 305(b)(2) of the Act.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hingham, State of Massachusetts, on the 31
st
day
of March, 2017.
|
MICROBOT
MEDICAL INC.
|
|
|
|
|
By:
|
/s/
Harel Gadot
|
|
|
Harel
Gadot
|
|
|
Chairman,
President and Chief Executive Officer
|
SIGNATURES
AND POWER OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Harel Gadot, David Ben Naim and Hezi Himelfarb, and each
of them singly, his or her true and lawful attorneys-in-fact and agent with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 and any related Rule 462(b) registration statement or amendment thereto
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Harel Gadot
|
|
Chairman,
President and Chief Executive Officer
|
|
March
31, 2017
|
Harel
Gadot
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
David Ben Naim
|
|
Chief
Financial Officer
|
|
March
31, 2017
|
David
Ben Naim
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Yoav Waizer
|
|
Director
|
|
March
31, 2017
|
Yoav
Waizer
|
|
|
|
|
|
|
|
|
|
/s/
Moshe Shoham
|
|
Director
|
|
March
31, 2017
|
Moshe
Shoham
|
|
|
|
|
|
|
|
|
|
/s/
Yoseph Bornstein
|
|
Director
|
|
March
31, 2017
|
Yoseph
Bornstein
|
|
|
|
|
|
|
|
|
|
/s/
Solomon Mayer
|
|
Director
|
|
March
31, 2017
|
Solomon
Mayer
|
|
|
|
|
|
|
|
|
|
/s/
Scott Burell
|
|
Director
|
|
March
31, 2017
|
Scott
Burell
|
|
|
|
|
|
|
|
|
|
/s/
Martin J. Madden
|
|
Director
|
|
March
31, 2017
|
Martin
J. Madden
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
|
|
Description
|
|
|
|
1.1*
|
|
Form
of underwriting agreement
|
|
|
|
3.1
|
|
Restated
Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual
Report on Form 10-K, filed on March 15, 2007)
|
|
|
|
3.2
|
|
Certificate
of Amendment to the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Current
Report on Form 8-K, filed on November 29, 2016)
|
|
|
|
3.3
|
|
Amended
and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.(II) 2 of Current Report on Form 8-K, filed
on October 23, 2015)
|
|
|
|
4.1*
|
|
Form
of Common Stock Warrant Agreement and Warrant Certificate
|
|
|
|
4.2*
|
|
Form
of Preferred Stock Warrant Agreement and Warrant Certificate
|
|
|
|
4.3*
|
|
Form
of Debt Securities Warrant Agreement and Warrant Certificate
|
|
|
|
4.4**
|
|
Form
of Senior Indenture
|
|
|
|
4.5**
|
|
Form
of Subordinated Indenture
|
|
|
|
4.6*
|
|
Form
of Rights Agreement and Right Certificate
|
|
|
|
4.7*
|
|
Form
of Purchase Contract
|
|
|
|
4.8*
|
|
Form
of Unit Agreement and Unit
|
|
|
|
5.1**
|
|
Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|
|
|
|
12.1*
|
|
Statement
re: Computation of Ratios
|
|
|
|
23.1**
|
|
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
|
|
|
|
23.2**
|
|
Consent
of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited
|
|
|
|
24.1
|
|
Power
of attorney—included on the signature page
|
|
|
|
25.1***
|
|
Statement
of Eligibility of Trustee Under Debt Indenture
|
*
|
To
be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration
statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.
|
|
|
**
|
Filed
herewith.
|
|
|
***
|
To
be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
|
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