Current Report Filing (8-k)
May 11 2017 - 9:44AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): May 10, 2017
MICROBOT
MEDICAL INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-19871
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94-3078125
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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5
Hamada St.
Yokneam
2069204, Israel
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (908) 938-5561
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]
Item
1.01
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Entry
Into a Material Definitive Agreement.
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On
May 10, 2017, Microbot Medical Inc. (the “Company”) entered into a Securities Exchange Agreement (the “Exchange
Agreement”) with Alpha Capital Anstalt (“Alpha Capital”), pursuant to which the Company agreed to issue 3,255
shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), in exchange for
the full satisfaction, termination and cancellation of that outstanding 6% convertible promissory note of the Company in the principal
amount of $2,028,767, issued on November 28, 2016 and held by Alpha Capital (the “Convertible Note”).
The
Exchange Agreement contains customary representations and warranties and usual and customary affirmative and negative covenants.
The
foregoing description of the Exchange Agreement is not complete and is subject to and qualified in its entirety by reference to
the Exchange Agreement and the Certificate of Designation (as described below), copies of which are attached as Exhibit 10.1 and
3.1, respectively, and are incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Effective as of May 10, 2017,
the Company issued 3,255 shares of Preferred Stock to Alpha Capital pursuant to the Exchange Agreement.
The
issuance of the 3,255 shares of Preferred Stock was exempt from registration under Section 4(a)(2) and/or 3(a)(9) under the Securities
Act of 1933, as amended, and the rules promulgated thereunder.
Item
5.03
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 5.03. On May 10, 2017, the Company
filed the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock with the Secretary of State
of the State of Delaware, authorizing and establishing the rights, preferences, and privileges of the Preferred Stock (the “Certificate
of Designation”).
Each
share of Preferred Stock is convertible, at any time and from time to time, into 1,000 shares of Common Stock, subject to customary
adjustments for stock dividends, stock splits and other fundamental transactions, and are further subject to a beneficial ownership
limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Common
Stock issuable upon conversion of the Preferred Stock. The Preferred Stock have no voting rights, except as may be required by
law or for limited purposes specified in the Certificate of Designation. The Preferred Stock is the same series of securities
as the Company’s existing Series A Convertible Preferred Stock issued in December 2016.
A
copy of the Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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3.1
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Certificate
of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock
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10.1
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Securities
Exchange Agreement, dated May 10, 2017, by and between Microbot Medical Inc. and Alpha Capital Anstalt
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MICROBOT
MEDICAL INC.
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By:
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/s/
Harel Gadot
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Name:
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Harel
Gadot
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Title:
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Chairman, President
and Chief Executive Officer
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Date:
May 11, 2017
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