Current Report Filing (8-k)
April 05 2018 - 4:27PM
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): April 4, 2018
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
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(Address
of Principal Executive Offices) (Zip Code)
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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 1.01
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Entry
into a Material Definitive Agreement.
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Effective
as of April 4, 2018, Microbot Medical Inc. (the “Company”) entered into a Tolling and Standstill Agreement (the “Tolling
Agreement”), dated April 2, 2018, with Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery Tax Efficient II LP, and
Hudson Bay Master Fund, Ltd. (the “Investors”). Pursuant to the Tolling Agreement, among other things, (a) the Investors
agreed not to bring any claims against the Company arising out of the lawsuit, captioned Sabby Healthcare Master Fund Ltd. and
Sabby Volatility Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, pending in the Supreme Court
of the State of New York, County of New York (Index No. 654581/2017) (the “Matter”), (b) the parties agreed that if
the Company reaches an agreement to settle the claims asserted by the plaintiffs in the Matter, the Company will provide the same
settlement terms on a pro rata basis to the Investors, and the Investors will either accept same or waive all of their claims
and (c) the parties froze in time the rights and privileges of each party as of the effective date of the Tolling Agreement until
(i) an agreement to settle the Matter is executed; (ii) a judgment in the Matter is obtained; or (iii) the Matter is otherwise
dismissed with prejudice.
The
foregoing description of the Tolling Agreement is not complete and is subject to and qualified in its entirety by reference to
the Tolling Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2018.
On
April 5, 2018, the Company issued a press release announcing the appointment of Mr. Simon Sharon as the Company’s Chief
Technology Officer. A copy of the press release 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:
April 5, 2018
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