Current Report Filing (8-k)
May 03 2021 - 5:01PM
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 2, 2021
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-19871
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94-3078125
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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25
Recreation Park Drive, Unit 108
Hingham,
Massachusetts 02043
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (781) 875-3605
(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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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MBOT
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NASDAQ
Capital Market
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
3.03
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Material
Modification to Rights of Security Holders.
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The
information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
May 2, 2021, the Board of Directors of Microbot Medical Inc. (the “Company”) amended Section 5 of the Amended and
Restated Bylaws of the Company (such amendment, the “By-Laws Amendment”). As revised, the third and fourth sentence
of Section 5 now reads: “Any director or the entire board of directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the Certificate of
Incorporation otherwise provides, if the Corporation has a classified board as provided in Section 141(d) of the DGCL, stockholders
may effect such removal only for cause; or (2) in the case of the Corporation having cumulative voting, if less than the entire
board of directors is to be removed, no director may be removed without cause if the votes cast against such director’s
removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors,
or, if there be classes of directors, at an election of the class of directors of which such director is a part. In case the board
of directors or any one or more directors be so removed, new directors may be elected at the same time for the unexpired portion
of the full term of the director or directors so removed.”
The
original provision amended by the By-Laws Amendment (the “Original Provision”) provided, among other things, that
any director or directors may be removed from office at any time, but only for cause and only by the affirmative vote, at any
regular meeting or special meeting of the stockholders, of not less than 80% of the total number of votes of the then outstanding
shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.
The
By-Laws Amendment is made without any admission of legal necessity, causation or liability that the Original Provision is inconsistent
with the DGCL.
The
foregoing description of Section 5 of the Bylaws does not purport to be complete and is qualified entirely by reference to the
full text of Section 5 of the Bylaws, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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 thereunto 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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Chief
Executive Officer, President and Chairman
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Date:
May 3, 2021
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