Amended Statement of Beneficial Ownership (sc 13d/a)
June 20 2017 - 4:57PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MICROBOT MEDICAL INC.
(Name of Issuer)
Common Stock, par value $0.01 per Share
(Title of Class of Securities)
59503A 105
(CUSIP Number)
Avram Berkson
Sandra Berkson
c/o Saber Holding GmbH
Wien Krummbaumgasse Austria 1020
+ 43 664 612 6966
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
June 8, 2017
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.[ ]
NOTE
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
1.
|
Names
of Reporting Person:
Avram
Berkson
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions):
OO
(1)
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
6.
|
Citizenship
or Place of Organization:
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power:
None
|
8.
|
Shared
Voting Power:
4,307,003
(see Item 5)
|
9.
|
Sole
Dispositive Power:
None
|
10.
|
Shared
Dispositive Power:
4,307,003
(see Item 5)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,307,003
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
12.94%
|
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
|
(1)
No change in beneficial ownership of Reporting Person. See Item 3.
1.
|
Names
of Reporting Person:
Sandra
Berkson
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions):
OO
(1)
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
6.
|
Citizenship
or Place of Organization:
Austria
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power:
None
|
8.
|
Shared
Voting Power:
4,307,003
(see Item 5)
|
9.
|
Sole
Dispositive Power:
None
|
10.
|
Shared
Dispositive Power:
4,307,003
(see Item 5)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,307,003
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
12.94%
|
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
|
(1) No change in beneficial ownership of Reporting Person.
See Item 3.
1.
|
Names
of Reporting Person:
Saber
Holding GmbH
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions):
OO
(1)
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
6.
|
Citizenship
or Place of Organization:
Austria
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
Sole
Voting Power:
None
|
8.
|
Shared
Voting Power:
4,307,003
(see Item 5)
|
9.
|
Sole
Dispositive Power:
None
|
10.
|
Shared
Dispositive Power:
4,307,003
(see Item 5)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,307,003
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
|
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11):
12.94%
|
|
14.
|
Type
of Reporting Person (See Instructions):
OO
|
|
(1) No change in beneficial ownership of Reporting Person.
See Item 3.
Item 1. Security and Issuer
This statement on
Schedule 13D (this “Statement”) relates to the issued and outstanding shares of common stock, par value $0.01 per
share (the “Company Common Stock”), of Microbot Medical Inc., a Delaware corporation (the “Company”).
The principal executive offices of the Company are located at 25 Recreation Park Drive, Unit 108, Hingham, MA 02043.
Item 2. Identity and Background
This statement is
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Avram Berkson, Sandra Berkson and Saber
Holding GmbH (“Saber”). Mr. and Mrs. Berkson are natural people, and Saber is a limited liability company formed under
the laws of Austria, all with a business address of c/o Saber Holding GmbH, Wien Krummbaumgasse Austria 1020.
Neither Mr. nor Mrs.
Berkson have, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Mr. Berkson is an
U.S. citizen and Mrs. Berkson is an Austrian citizen.
Item 3. Source and Amount of Funds
or Other Consideration
On June 8, 2017,
the Company closed on a securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate
of 3,750,000 shares of the Company’s Common Stock (the “Stock Sale”). As a result of the Stock Sale and other
unregistered sales of the Company’s Common Stock as disclosed in the Company’s filings with the Securities and Exchange
Commission (collectively, the “Stock Issuances”), the number of outstanding shares of Common Stock of the Company
increased to approximately 33,276,333 as of June 12, 2017.
Item 4. Purpose of Transaction
As a result of the
Stock Sale and Stock Issuances, Mr. and Mrs. Berkson’s beneficial ownership in the Company decreased to 12.94%.
Mr. and Mrs. Berkson
acquired beneficial ownership of the securities of the Company for investment purposes only and with no view to their resale or
other distribution of any kind and with no current plans or proposals with respect to the Company or any securities of the Company
which relate to or would result in:
(a) The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary
corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in
the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material
change in the present capitalization or dividend policy of the Issuer;
(f) Any other material
change in the issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section
13 of the Investment Company Act of 1940;
(g) Changes in the
Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class
of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity
securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar
to any of those enumerated above.
Reference is made
to Item 3 herein and hereby is incorporated by reference.
Item 5. Interest in Securities of
the Issuer
(a)
|
As of the date of this report, Saber
Holding GmbH (“Saber”) beneficially owns 4,307,003 shares of the Company Common Stock, which number of shares
represents approximately 12.94% of the outstanding Common Stock based on 33,276,333 shares of outstanding Company Common
Stock. Mr. and Mrs. Berkson own 100% of the equity of Saber, and thus may be deemed to share voting and investment power
over the shares beneficially owned by this entity.
The percentage of ownership reported
in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of
1934, as amended.
|
|
|
(b)
|
Mr. and Mrs. Berkson have shared power
with Saber to vote or direct the vote, and to dispose or direct the disposition, of 4,307,003 shares of Company Common Stock.
|
|
|
(c)
|
Except as described herein, the Reporting
Person has not effected any transaction in Company Common Stock in the past 60 days.
|
|
|
(d) and (e)
|
Not applicable
|
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Reference is made to Items 3 and 4 herein
and hereby is incorporated by reference.
|
Item
7.
|
Material
to be Filed as Exhibits
|
Not
Applicable.
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Date: June 19, 2017
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By:
|
/s/
Avram Berkson
|
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Name:
|
Avram Berkson
|
|
|
|
|
By:
|
/s/
Sandra Berkson
|
|
Name:
|
Sandra Berkson
|
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