Current Report Filing (8-k)
December 12 2017 - 8:12AM
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): December 6, 2017
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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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Effective
as of December 6, 2017, Professor Moshe Shoham, a member of the Board of Directors (the “Board”) of Microbot Medical
Inc. (the “Company”), resigned from the Board. Prof. Shoham’s departure is not related to any disagreement with
the Company’s accounting or operating policies or practices. Professor Shoham expects to devote more time to the scientific
side of the Company’s business, including with respect to his commitment to its scientific advisory board.
On
December 6, 2017, the Board appointed Mr. Prattipati Laxminarain, age 60, to fill the vacancy on the Board resulting from Prof.
Shoham’s resignation and to serve as a Class III director of the Company, whose term expires at the Company’s 2018
annual meeting of stockholders. Mr. Laxminarain is independent under NASDAQ rules. Mr. Laxminarain has been appointed to serve
on the Board’s Corporate Governance Committee to fill the vacancy left by Prof. Shoham’s resignation.
From
April 2006 through October 2017, Mr. Laxminarain served as Worldwide President at Codman Neuro, a global neurosurgery and neurovascular
company that offers a portfolio of devices for hydrocephalus management, neuro intensive care and cranial surgery and other technologies,
and which was part of DePuy Synthes Companies of Johnson & Johnson. Mr. Laxminarain holds an MBA from Indian Institute of
Management, Calcutta, India and a Bachelor of Engineering from Osmania University, Hyderabad, India.
There
is no arrangement or understanding between Mr. Laxminarain and any other persons pursuant to which Mr. Laxminarain was elected
as a director. The Company believes that Mr. Laxminarain is qualified as a Board member of the Company because of his extensive
experience working with medical device companies and knowledge of the industries in which the Company intends to compete.
Mr.
Laxminarain will receive compensation for his services as a director in accordance with the compensation package of the Company
for all non-management directors, which as of December 6, 2017 includes:
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●
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Cash
payments of $12,000 per annum, $750 per Board meeting and $250 per unanimous written consent, as well as an additional $5,000
per annum for service on the Corporate Governance Committee.
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An initial grant
of stock options to purchase such number of shares of the Company’s common stock equal to $40,000, at an exercise price
equal to the closing price of the Company’s common stock as of the date of grant, and that vest 25% on the six month
anniversary of the date of grant, and the remaining 75% on a quarterly basis over the next thirty months. Accordingly, Mr.
Laxminarain was awarded stock options to purchase 38,095 shares of the Company’s common stock, at an exercise price
of $1.05 per share.
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an additional grant
of stock options each year thereafter, at the same vesting schedule and pricing terms, to purchase such number of shares of
the Company’s common stock equal to $20,000, subject to the member of the Board having served on the Board for at least
twelve continuous months, and having attended at least 80% of the Board meetings over the prior year.
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Mr.
Laxminarain entered into an Indemnification Agreement with the Company with the same terms and conditions provided to other of
the Company’s directors.
A
copy of the press release announcing Mr. Laxminarain’s appointment is filed as Exhibit 99.1 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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(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:
December 12, 2017
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