UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark
One)
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For
the fiscal year ended December 31, 2018
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For
the transition period from ____ to _____
Commission
file number: 000-19871
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
Delaware
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94-3078125
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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25
Recreation Park Drive, Unit 108
Hingham,
MA 02043
(Address
including zip code of registrant’s Principal Executive Offices)
(781)
875-3605
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered under Section 12(b) of the Act:
Title
of each class
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Name
of each exchange on which registered
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Common
Stock, Par value $0.01
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NASDAQ
Capital Market
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Securities
registered under Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]
No [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months/(or for such shorter period that
the registrant was required to submit such files). Yes [X] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
Growth Company [ ]
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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. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter: approximately $25,919,740
Common stock outstanding as of March 28, 2019:
4,307,580 shares
INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS
This
report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future
financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,
“intends”, “expects”, “will”, “plans”, “anticipates”, “believes”,
“estimates”, “predicts”, “potential”, or “continue” or the negative of these terms
or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks listed under the section entitled “Risk Factors” commencing on page 13 of
this report, which may cause our or our industry’s actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Table
of Contents
NOTE
REGARDING REFERENCES TO OUR COMPANY
Throughout
this Form 10-K, the words “we,” “us,” “our,” the “Company” and “Microbot”
refer to Microbot Medical Inc., including our directly and indirectly wholly-owned subsidiaries and, unless the context otherwise
requires, the historical business, financial statements and operations of Microbot are of Microbot Medical Ltd., an Israeli corporation
(“Microbot Israel”) which became a wholly-owned subsidiary of the Company on November 28, 2016. “StemCells”
or “StemCells, Inc.” refers to the Company prior to its merger transaction with Microbot Israel.
PART
I
Item
1.
Description of Business.
The
Company
Microbot
is a pre-clinical medical device company specializing in the research, design and development of next generation robotic endoluminal
surgery devices targeting the minimally invasive surgery space. Microbot is primarily focused on leveraging its micro-robotic
technologies with the goal of improving surgical outcomes for patients.
Microbot’s
current technological platforms, ViRob
TM
, CardioSert
TM
and TipCAT
TM
, are comprised of proprietary
innovative technologies. Using the ViRob platform, Microbot is currently developing its first product candidate: the Self Cleaning
Shunt, or SCS
TM
, for the treatment of hydrocephalus and Normal Pressure Hydrocephalus, or NPH. Although the SCS utilizes
one of our platforms, we are focused on the development of a Multi Generation Pipeline Portfolio utilizing all three of our proprietary
technologies.
Microbot
has a patent portfolio of 30 issued/allowed patents and 21 patent applications pending worldwide.
We
were incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate
of Incorporation was restated on February 14, 1992 to change our name to CytoTherapeutics, Inc. On May 24, 2000, the Certificate
of Incorporation as restated was further amended to change our name to StemCells, Inc. On November 28, 2016, C&RD Israel Ltd.,
a wholly-owned subsidiary of ours, completed its merger with and into Microbot Medical Ltd., or Microbot Israel, an Israeli corporation
that then owned our assets and operated our current business, with Microbot Israel surviving as a wholly-owned subsidiary of ours.
We refer to this transaction as the Merger. On November 28, 2016, in connection with the Merger, we changed our name from “StemCells,
Inc.” to Microbot Medical Inc., and each outstanding share of Microbot Israel capital stock was converted into the right
to receive shares of our common stock. In addition, all outstanding options to purchase the ordinary shares of Microbot Israel
were assumed by us and converted into options to purchase shares of the common stock of Microbot Medical Inc. On November 29,
2016, our common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”. Prior to the Merger, we
were a biopharmaceutical company that operated in one segment, the research, development, and commercialization of stem cell therapeutics
and related technologies. Substantially all of the material assets relating to the stem cell business were sold on November 29,
2016.
In
May 2016, we effected a 1-for-12 reverse split of our common stock, and in November 2016, we effected a 1-for-9 reverse split
of our common stock in connection with the Merger. In September 2018, we effected a 1-for-15 reverse split of our common stock.
The share and per share information described in this Annual Report on Form 10-K that occurred prior to these reverse splits have
been adjusted to give retrospective effect to the reverse splits.
Technological
Platforms
ViRob
The
ViRob is an autonomous crawling micro-robot which can be controlled remotely or within the body. Its miniature dimensions are
expected to allow it to navigate and crawl in different natural spaces within the human body, including blood vessels, the digestive
tract and the respiratory system as well as artificial spaces such as shunts, catheters, ports, etc. Its unique structure is expected
to give it the ability to move in tight spaces and curved passages as well as the ability to remain within the human body for
prolonged time. The SCS product was developed using the ViRob technology.
CardioSert
On
May 25, 2018, Microbot acquired a patent-protected technology from CardioSert Ltd., a privately-held medical device company based
in Israel. The CardioSert technology contemplates a combination of a guidewire and microcatheter, technologies that are broadly
used for surgery within a tubular organ or structure such as a blood vessel or duct. The CardioSert technology features a unique
guidewire delivery system with steering and stiffness control capabilities which when developed is expected to give the physician
the ability to control the tip curvature, to adjust tip load to varying degrees of stiffness in a gradually continuous manner.
The CardioSert technology was originally developed to support interventional cardiologists in crossing chronic total occlusions
(CTO) during percutaneous coronary intervention (PCI) procedures and has the potential to be used in other spaces and applications,
such as peripheral intervention, and neurosurgery. CardioSert was part of a technological incubator supported by the Israel Innovation
Authorities (formerly known as the Office of the Chief Scientist, or OCS), and a device based on the technology has successfully
completed pre-clinical testing.
TipCAT
The
TipCAT is a disposable self-propelled locomotive device that is specially designed to advance in tubular anatomies. The TipCAT
is a mechanism comprising a series of interconnected balloons at the device’s tip that provides the TipCAT with its forward
locomotion capability. The device can self-propel within natural tubular lumens such as the blood vessels, respiratory and the
urinary and GI tracts. A single channel of air/fluid supply sequentially inflates and deflates a series of balloons creating an
inchworm like forward motion. The TipCAT maintains a standard working channel for treatments. Unlike standard access devices such
as guidewires, catheters for vascular access and endoscopes, the TipCAT does not need to be pushed into the patient’s lumen
using external pressure; rather, it will gently advance itself through the organ’s anatomy. As a result, the TipCAT is designed
to be able to reach every part of the lumen under examination regardless of the topography, be less operator dependent, and greatly
reduce the likelihood of damage to lumen structure. The TipCAT thus offers functionality features equivalent to modern tubular
access devices, along with advantages associated with its physiologically adapted self-propelling mechanism, flexibility, and
design.
Industry
Overview
CSF
Management
Hydrocephalus
is a medical condition in which there is an abnormal accumulation of cerebrospinal fluid, or CSF, in the brain that can cause
increased intracranial pressure. It is estimated that one in every 500 babies are born with hydrocephalus, and over 1,000,000
people in the United States currently live with hydrocephalus.
Symptoms
of hydrocephalus vary with age, disease progression and individual tolerance to the condition, but they can include convulsion,
tunnel vision, mental disability or dementia-like symptoms and even death. NPH is a type of hydrocephalus that usually occurs
in older adults. NPH is generally treated as distinct from other types of hydrocephalus because it develops slowly over time.
In NPH, the drainage of CSF is blocked gradually and the excess fluid builds up slowly. This slow accumulation means that the
fluid pressure may not be as high as in other types of hydrocephalus. It is estimated that more than 700,000 Americans have NPH,
but less than 20% receive an appropriate diagnosis.
Hydrocephalus
is most often treated by the surgical insertion of a shunt system. The shunt system diverts the flow of CSF from the brain’s
ventricles (or the lumbar subarachnoid space) to another part of the body where the fluid can be more readily absorbed. Hydrocephalus
shunt designs have changed little since their introduction in the 1950s. A shunt system typically consists of three parts: the
distal tubing or shunt (a flexible and sturdy plastic tube), the ventricular catheter (the proximal catheter), and a valve. The
end of the shunt system with the proximal catheter is placed in the ventricles (within the CSF) and the distal catheter is placed
in the site of the body where the CSF can be drained. A valve is located along the shunt to maintain and regulate the rate of
CSF flow. Current systems can be created from separate components or bought as complete units.
The
treatment of hydrocephalus with existing shunt systems often includes complications. For example, approximately 50% of shunts
used in the pediatric population fail within two years of placement and repeated neurosurgical operations are often required.
Ventricular catheter blockage, or occlusion, is by far the most frequent event that results in shunt failure. Shunt occlusion
occurs when there is a partial or complete blockage of the shunt that causes it to function intermittently or not at all. Such
a shunt blockage can be caused by the accumulation of blood cells, tissue, or bacteria in any part of the shunt system. In the
event of shunt occlusion, CSF begins to accumulate in the brain or lumbar region again and the symptoms of untreated hydrocephalus
can reappear until a shunt replacement surgery is performed.
Although
several companies are active in the field of hydrocephalus treatment and the manufacturing of shunt systems and shunt components,
Microbot believes that the majority of those companies are focusing on the development of valves. The development of a “smart
shunt” – a shunt that could provide data to the physician on patient conditions and shunt function with sensor-based
controls, or correct the high failure rate of existing shunt systems – is for the most part at an academic and conceptual
level only. Reports of smart shunt technologies are typically focused on a subset of components with remaining factors left unspecified,
such as hardware, control algorithms or power management. Microbot does not believe that a smart shunt that can prevent functional
failures has been developed to date. Because of the limited innovation in this area, Microbot believes an opportunity exists to
provide patients suffering from hydrocephalus or NPH with a more effective instrument for treating their condition.
An
alternative, short-term solution to hydrocephalus is the implantation of an External Ventricular Drainage, or EVD, an implanted
device used in neurosurgery for the short-term treatment and monitoring of elevated intracranial pressure when the normal flow
of CSF inside the brain is obstructed. If after using an EVD, the underlying hydrocephalus does not eventually resolve, the EVD
may then be converted to a cerebral shunt, a fully internalized, long-term treatment for hydrocephalus.
EVDs
are also used in other instances when the normal flow of CSF inside the brain is obstructed, such as a result of head trauma,
intracerebral hemorrhage, brain tumors and infection. The EVD serves to divert excess fluids from the brain and allows for the
monitoring of intracranial pressure. An EVD must be placed in a center with full neurosurgical capabilities because immediate
neurosurgical intervention may be needed if a complication of EVD placement, such as bleeding, is encountered. EVD is one of the
most commonly used and most important life-saving procedures in the neurologic ICU, with more than 200,000 neuro-intensive patients
requiring EVD insertions annually.
Similar
to shunts, EVDs are also prone to occlusion, mostly due to cellular debris, such as blood clots and/or tissue fragments. Studies
have shown that approximately 1-7% of EVDs require replacement secondary to occlusion. Current solutions for EVD occlusion include
irrigation and replacement, which we believe may be ineffective (in the case of irrigation) or costly (in the case of replacement)
and in either case, put the patient at risk of unintended side effects. Microbot believes that with its portfolio of technologies,
and its initial pre-clinical results, it is well-positioned to explore and expand its offerings as an alternative solution for
EVD occlusion.
Minimally
Invasive Endovascular Neurosurgery
Minimally
Invasive Surgery, or MIS, refers to surgical procedures performed through tiny incisions instead of a single large opening. Because
the incisions are small, patients tend to have quicker recovery times and experience less trauma than with conventional surgery.
The global MIS market is expected to exceed $50 billion by 2019, with a CAGR of over 20% through 2023. MIS involves three major
category of devices: surgical, monitoring and visualization, and endoscopy. The market for surgical devices, including ablation,
electrosurgery and medical robotic systems, accounts for the largest share of revenue and is also expected to show the highest
rate of growth.
As
a subset of MIS, endovascular neurosurgery refers to surgeries performed by using devices that pass through the blood vessels
to diagnose and treat neurological diseases and conditions such as stroke, arteriovenous malformations, aneurysms and atherosclerosis,
rather than using open surgery.
The
global neurovascular device market was valued at $1.62 billion in 2015 and is expected to reach a value of $2.92 billion by 2024,
growing at a CAGR of 6.5%. Increases in the geriatric population and a rise in the number of patients suffering from neurovascular
disorders, implementation of advanced technological platforms, and favorable reimbursement policies across established markets
are expected to drive this market’s growth. On the other hand, the high cost of the endovascular devices and scarcity of
neurovascular surgeons may impede such growth.
Stroke
is a devastating condition, affecting 33 million people worldwide every year. In the United States alone, there are nearly 800,000
instances of stroke yearly, with about three in four being first-time strokes. This number is expected to increase to one million
annually in 2021. Stroke is the fifth leading cause of death in the United States and is a leading cause of long-term disability,
with related care costs estimated at $70 billion annually.
Mechanical
thrombectomy has only been approved as a first-line treatment for ischemic stroke since 2016. Prior to such approval, chemical
thrombolysis using tissue plasminogen activators was the only first-line treatment available, limiting the therapeutic window
for ischemic stroke patients to as little as 3-4 hours from the onset of symptoms. With mechanical thrombectomy, treatment can
be started within 6-24 hours of the time the patient was last known to be well. The US mechanical thrombectomy market is projected
to grow at a CAGR of 23.9% between 2014-2020, to reach a value over $350 million.
According
to the Brain Aneurysm Foundation, an estimated 6 million people in the United States have an unruptured brain aneurysm, or 1 in
50 people. The annual rate of rupture is approximately 8 – 10 per 100,000 people, or about 30,000 people in the United States
annually. Embolic coiling is the established gold-standard treatment for aneurysms, and the most established product line in the
neurovascular market – it is a strong but relatively stagnant market, projected to grow at a CAGR of 1.7% between 2014-2020,
to reach a value of over $800 million. New devices that improve treatment of complex aneurysms, such as embolization-enabling
stents, bifurcations stents, flow-diversion stents, liquid embolics and intrasaccular devices, are expected to boost market growth.
The
major companies in the field of neurovascular devices include Stryker Corporation, Medtronic Plc., Cerenovus (Johnson & Johnson),
Terumo Corporation and Penumbra, Inc. Neurovascular access devices are the means for delivering neurovascular treatment tools
and devices from an opening in the femoral or radial arteries into the brain vasculature. Such access devices include sheaths,
guidewires and microcatheters. Wires and catheters account for 18.6% of the overall neurovascular market.
Navigating
and placing access devices through tortuous and highly delicate brain arteries is a complex procedure that requires high-level
surgical skills with specialist training. In many procedures, surgeons exchange numerous access devices before reaching the target
and applying the therapeutic agent or device, increasing the risk of adverse events and the exposure of both patient and physician
to radiation. Adverse events, such as perforation of brain arteries or the release of embolies from a thrombus or atherosclerotic
lesion can have devastating or even fatal results.
Microbot
believes that with its portfolio of technologies specifically CardioSert and TipCAT, it is well-positioned to explore and develop
such technologies as neurovascular access devices, with a focus on improving the ease and access and enhancing the safety of endovascular
neurosurgery.
Our
Product Pipeline
Self-Cleaning
Shunt
The
SCS device is designed to act as the ventricular catheter portion of a CSF shunt system that is used to relieve hydrocephalus
and NPH. It is designed to work as an alternative to any ventricular catheter options currently on the market and to connect to
all existing shunt system valves currently on the market; therefore, the successful commercialization of the SCS is not dependent
on any single shunt system. Initially, Microbot expects the SCS device to be an aftermarket purchase that would be deployed to
modify existing products by the end user. Microbot believes that the use of its SCS device will be able to reduce, and potentially
eliminate, shunt occlusions, and by doing so, Microbot believes its SCS has the potential to become the gold standard ventricular
shunt in the treatment of hydrocephalus and NPH.
The
SCS device embeds an internal robotic cleaning mechanism in the lumen, or inside space, of the ventricular catheter which prevents
cell accumulation and tissue ingrowth into the catheter. The SCS device consists of a silicone tube with a perforated titanium
tip, which connects to a standard shunt valve at its distal end. The internal cleaning mechanism is embedded in the lumen of the
titanium tip. Once activated, the cleaning mechanism keeps tissue from entering the catheter perforations while maintaining the
CSF flow in the ventricular catheter.
The
internal cleaning mechanism of the SCS device is activated by means of an induced magnetic field, which is currently designed
to be externally generated by the patient through a user-friendly headset that transmits the magnetic field at a pre-determined
frequency and operating sequence protocol. The magnetic field that is created by the headset is then captured by a flexible coil
and circuit board that is placed just under the patient’s scalp in the location where the valve is located. The circuit
board assembly converts the magnetic field into the power necessary to activate the cleaning mechanism within the proximal part
of the ventricular catheter.
Microbot
has completed the development of an SCS prototype and is currently continuing the safety testing, general proof of concept testing
and performance testing for the device, which Microbot began in mid-2013. In May 2018, Microbot announced the results of two pre-clinical
studies assessing the SCS, an
in-vitro
study and a small animal study. The in-vitro study, which was performed at Wayne
State University by Dr. Carolyn Harris, supports the SCS’s potential as a viable technology for preventing occlusion in
shunts used to treat hydrocephalus. The animal study designed to assess the safety profile of the SCS, which was performed by
James Patterson McAllister, PhD, a Professor of Neurosurgery at Washington University School of Medicine in St. Louis, met the
primary goal to determine the safety of the SCS device that aims to prevent obstruction in CSF catheters. Since the completion
of these initial studies, Microbot has commenced a follow-up study to further evaluate the safety and to investigate the efficacy
of the SCS. The follow-up study is also being conducted by leading hydrocephalus experts at Washington University and Wayne State
University. The study will include a larger sample size compared to the initial studies and the primary and secondary endpoints
will seek to validate the safety and efficacy of the SCS that will be activated in both
in-vitro
(lab) and
in-vivo
(animal) models. Microbot plans to use the findings for initial regulatory submissions in the United States, Europe and other
jurisdictions, although upon the completion of animal studies, Microbot may conduct clinical trials if they are requested by the
FDA or if Microbot decides that the data from such trials would improve the marketability of the product candidate.
In
conjunction with initiating this follow-up study, Microbot also contracted with Envigo CRS Israel, a leading provider of non-clinical
contract research services, to conduct an
in-vitro
study designed to evaluate the operational performance of the SCS. The
Envigo study used human brain glioblastoma cells in order to assess the performance of the SCS in a test system with accelerated
cell growth, accumulation, and obstruction rates. The performance of a constantly activated (always-on) SCS to prevent shunt occlusion
in the laboratory study was compared with a non-operating SCS after 30 days, and the results were captured with photographs shared
by Microbot in a press release issued on January 14, 2019. While significant cell growth and accumulation was seen in the cell
cultures with a non-operating SCS, the shunt openings within the cells seeded with a constantly operating SCS remained clear,
with little to no cell attachment on the robotic brush (ViRob) and on the opening where the robotic brush (ViRob) operates after
30 days of cell culturing and growth. We believe this experiment validates the operational effectiveness of the SCS to prevent
shunt occlusion and provides additional data to support the device’s proof of concept. We believe the
in-vitro
laboratory
study further confirms that the SCS has the ability to operate after cells have accumulated on the catheter holes and the robotic
brush (ViRob) and to potentially disintegrate existing occlusions formed on the robotic brush (ViRob) and on the opening where
the robotic brush (ViRob) operates, based on the results from a third test group in which cells were allowed to grow for 4 weeks
and then exposed to an activated SCS device. The images captured by Envigo and Microbot demonstrate that the cleaning mechanism
of the SCS is powerful enough to clear accumulated cells at blocked pores, as significant improvements were observed in the degree
of shunt obstruction after only a short period of time following activation of the SCS.
Microbot believes that the animal study results
of its first generation SCS device should be available during the second half of 2019 and we expect to submit that data to the
FDA as part of a pre-submission meeting request. The proposed indication for use of the SCS device would be for the treatment
of hydrocephalus and/or NPH as a component of a shunt system when draining or shunting of CSF is indicated. It continues
to be possible that the FDA could require us to conduct a human clinical study to support the safety and efficacy of the SCS and
that such clinical data would need to be part of the future regulatory submission to authorize marketing of the medical device
in the U.S.
Microbot
may also conduct clinical trials for the SCS in other countries where such trials are necessary for Microbot to sell its SCS device
in such country’s market, although it has no current plans to do so.
TipCAT
A
TipCAT prototype was shown to self-propel and self-navigate in curved plastic pipes and curved ex-vivo colon. In addition, in
its first feasibility study, the prototype device was tested in a live animal experiment and successfully self-propelled through
segments of the animal’s colon, with no post-procedural damage. All tests were conducted at AMIT (Alfred Mann Institute
of Technology at the Technion), prior to the licensing of TipCAT by Microbot.
Currently, Microbot is not pursuing
the development of the TipCAT as a colonoscopy tool due to its focus on the endovascular neurosurgery space, and as such it
is currently exploring the use of the TipCAT for minimally invasive endovascular neurosurgical applications to complement
its other technologies.
CardioSert
CardioSert was part of a technological
incubator supported by the Israel Innovation Authorities (formerly known as the Office of the Chief Scientist, or OCS), and a
device based on the technology has successfully completed pre-clinical testing. Although the CardioSert technology was originally
developed to support interventional cardiologists in crossing chronic total occlusions (CTO) during percutaneous coronary intervention
(PCI) procedures, it has the potential to be used in other spaces and applications, such as neurosurgery which Microbot will be
focusing on.
Strategy
Microbot’s
goal is to generate sales of its products, once they have received regulatory approval, by establishing SCS and TipCAT devices
as the standard-of-care in the eyes of doctors, surgeons, patients and medical facilities, as well as getting the support of payors
and insurance companies. Microbot believes that it can achieve this objective by working with hospitals to demonstrate the key
benefits of its products. Microbot’s strategy includes the following key elements:
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Continue
to refine existing product candidates and develop additional micro-robotic solutions
. As Microbot prepares to bring its
initial product candidates through pre-clinical and clinical trials, if necessary, and eventually to market, it continues
to focus on improving its product candidates to respond to clinical data and patient and physician feedback. Microbot also
expects to continue to innovate in the micro-robotics field by continuing to find ways of using its technology to solve unmet
needs, with the overarching goal of providing a safer, more effective and more efficient surgical environment for patients
and physicians.
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Establish
and leverage relationships with key institutions and leading clinicians
. Microbot intends to develop relationships with
a relatively small number of hospitals and clinics through its clinical stage. Microbot’s objective will be to maintain
clinical focus with such hospitals and clinics so as to establish the SCS, as well as other future products,
as the standard of care in such institutions for their respective procedures. Microbot also expects to identify key clinicians
with hydrocephalus specialties with the expectation that such clinical focus will accelerate the adoption of its candidate
products.
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Continuously
invest in research and development
. Microbot’s most significant expense has historically been research and development,
and Microbot expects that this will continue in the foreseeable future, including expenses it expects to incur to improve
on its prototype products in order to respond to clinical data, to develop additional applications using its technologies
and to develop future product candidates.
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Explore
partnerships for the introduction of Microbot’s products
. Microbot intends to focus its marketing and sales efforts
initially on pursuing collaborations with global medical device companies that have established sales and distribution networks.
Microbot will seek to enter collaborations and partnerships with strategic players that offer synergies with Microbot’s
product candidates and expertise.
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Seek
additional IP and technologies to complement and strengthen Microbot’s current IP portfolio
. Microbot intends to
continue exploring new technologies, IP and know-how to add to its current portfolio and to allow Microbot to enter new spaces
and strengthen its overall product portfolio.
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SCS
Opportunities
The
SCS is designed to prevent shunt occlusions in hydrocephalus and NPH patients who have undergone or are undergoing the surgical
insertion of a shunt system. For purposes of its marketing strategy, Microbot has split the market for shunt systems into two
sub-markets:
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Primary
shunt placement; and
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Shunt
replacement.
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Microbot’s
SCS device is universal (meaning that it is designed to be attachable to any valve on the market); therefore, Microbot’s
initial go-to-market strategy is the development of strategic partnerships with leading global medical device companies with ready
sales and distribution channels. Outside of a strategic partnership, it is most likely that Microbot’s SCS product will
be initially used in shunt replacement surgeries to replace occluded ventricular catheters. Accordingly, Microbot intends to establish
key hospital and clinic relationships that will allow it to diffuse the technology among experts and other stakeholders. Microbot
is also planning to apply for the SCS device to be covered under the current reimbursement codes in the United States for use
in hydrocephalus and NPH shunt procedures.
TipCAT
Opportunities
Microbot
is currently exploring the use of the TipCAT for minimally invasive endovascular neurosurgical applications.
CardioSert
Opportunities
Microbot is currently exploring the use of the CardioSert for minimally invasive endovascular neurosurgical
applications.
Competition
SCS
Competitive Landscape
Several
academic research groups, such as at the New Jersey Institute of Technology, are currently researching sensing and obstruction-resistant
catheter designs, and the Smart Sensors and Integrated Microsystems (SSIM) Program at Wayne State University has publicized that
it is engaging in smart shunt development activity. However, based on its knowledge of the patented technologies, Microbot believes
that these technologies are still early in the research and development cycle. The SCS also faces non-direct competition from
Aqueduct Neurosciences, Inc., which is developing a non-shunt, electro-mechanical technology platform to control the draining
of cerebrospinal fluid.
Microbot
does not expect its SCS device to directly compete against shunt systems currently available in the market. The SCS device is
designed to replace a component of existing shunt systems and is expected to be an aftermarket purchase that would be used to
modify existing products by the end user. However, there can be no assurance that Microbot’s product candidate will be accepted
by the shunt market as an alternative component.
TipCAT
Competitive Landscape
Microbot
is currently exploring the use of the TipCAT for minimally invasive endovascular neurosurgical applications and has not at this
time completed its evaluation of the competitive landscape for such uses.
Some
of Microbot’s competitors currently have significantly greater resources than Microbot does; have established relationships
with healthcare professionals, customers and third-party payors; and have long-term contracts with group purchasing organizations
in the United States. In addition, many of Microbot’s competitors have established distributor networks, greater resources
for product development, sales and marketing, additional lines of products and the ability to offer financial incentives such
as rebates, bundled products or discounts on other product lines that Microbot cannot provide.
Microbot’s
products could also be rendered obsolete or uneconomical by technological advances developed in the future by existing or new
competitors.
Intellectual
Property
General
The
SCS and TipCAT are based on technological platforms licensed from The Technion Research and Development Foundation Ltd., or TRDF,
as further discussed below. Microbot plans to develop other micro-robotic solutions through internal research and development,
to strengthen its intellectual property position, and to continue exploring strategic collaborations and accretive acquisition
opportunities. Microbot currently holds an intellectual property portfolio of 31 issued/allowed patents and 20 patent applications.
Microbot
relies or intends to rely on intellectual property licensed or developed, including patents, trade secrets, trademarks, technical
innovations, laws of unfair competition and various licensing agreements, to provide its future growth, to build its competitive
position and to protect its technology. As Microbot continues to expand its intellectual property portfolio, it is critical for
Microbot to continue to invest in filing patent applications to protect its technology, inventions, and improvements.
Microbot
requires its employees and consultants to execute confidentiality agreements in connection with their employment or consulting
relationships with Microbot. Microbot also requires its employees and consultants who work on its product candidates to agree
to disclose and assign to Microbot all inventions conceived during the term of their service, while using Microbot property, or
which relate to Microbot’s business.
Patent
applications in the United States and in foreign countries are maintained in secrecy for a period of time after filing, which
results in a delay between the filing date of the patent applications and the time when they are published. Patents issued and
patent applications filed relating to medical devices are numerous, and there can be no assurance that current and potential competitors
and other third parties have not filed or in the future will not file applications for, or have not received or in the future
will not receive, patents or obtain additional proprietary rights relating to product candidates, products, devices or processes
used or proposed to be used by Microbot. Microbot believes that the technologies it employs in its products and systems do not
infringe the valid claims of any third-party patents. There can be no assurance, however, that third parties will not seek to
assert that Microbot devices and systems infringe their patents or seek to expand their patent claims to cover aspects of Microbot’s
products and systems.
The
medical device industry in general has been characterized by substantial litigation regarding patents and other intellectual property
rights. Any such claims, regardless of their merit, could be time-consuming and expensive to respond to and could divert Microbot’s
technical and management personnel. Microbot may be involved in litigation to defend against claims of infringement by other patent
holders, to enforce patents issued to Microbot, or to protect Microbot’s trade secrets. If any relevant claims of third-party
patents are upheld as valid and enforceable in any litigation or administrative proceeding, Microbot could be prevented from practicing
the subject matter claimed in such patents, or would be required to obtain licenses from the patent owners of each such patent,
or to redesign Microbot’s products, devices or processes to avoid infringement. There can be no assurance that such licenses
would be available or, if available, would be available on terms acceptable to Microbot or that Microbot would be successful in
any attempt to redesign products or processes to avoid infringement. Accordingly, an adverse determination in a judicial or administrative
proceeding or failure to obtain necessary licenses, could potentially prevent Microbot from manufacturing and selling its products.
Microbot’s
issued U.S. patents, which cover Microbot’s product candidates, will expire between 2026 and 2033, not including any patent
term adjustments that may be available. Issued patents outside of the United States directed to Microbot’s product candidates
will expire between 2026 and 2032.
License
Agreement with the Technion
In June 2012, Microbot
entered into a license agreement with TRDF, the technology transfer subsidiary of The Technion Institute of Technology, pursuant
to which it obtained an exclusive, worldwide, royalty-bearing, sub-licensable license to certain patents and inventions relating
to the SCS and TipCAT technology platforms invented by Professor Moshe Shoham, a director of and advisor to the Company, and in
certain circumstances other TRDF-related persons. Pursuant to the terms of the license agreement, in order to maintain the license
with respect to each platform, Microbot must use commercially reasonable efforts to develop products covered by the license, including
meeting certain agreed upon development milestones. The milestones for SCS include commencing initial studies in humans by December
2019. The milestones for TipCAT include commencing initial studies in humans, if needed, by December 2019 and commencing
a full clinical trial, if necessary, by December 2020. Failure to meet any development milestone will give TRDF the right to terminate
the license with respect to the technology underlying the missed milestone. Although Microbot expects to meet the milestone requirements,
TRDF has demonstrated flexibility with respect to amending the terms of the license to extend the milestone dates.
As
partial consideration for the grant of the licenses under the agreement, Microbot issued a number of shares to TRDF equal to 3%
of its issued and outstanding shares at such time on a fully diluted basis. Such shares were initially subject to antidilution
protections but are no longer subject to adjustment. In addition, as partial consideration for the licenses granted, Microbot
agreed to pay TRDF royalties of between 1.5% and 3.0% of net sales of products covered by the licenses, subject to certain reductions,
and certain percentages of amounts received by Microbot in the event of sublicensing.
In
the case of termination of the license by Microbot without cause or by TRDF for cause, TRDF has the right to receive a non-exclusive
license from Microbot with respect to improvements to the licensed technologies made by Microbot. In such cases, TRDF would pay
a royalty of 10% of the income received by TRDF in connection its sublicensing of such patent right and related intellectual property.
If the license from TRDF were to be terminated with respect with either of the technology platforms underlying the SCS or the
TipCAT, Microbot would no longer be able to continue its development of the related product candidate. However, Microbot believes
that its current intellectual property portfolio, and its ongoing efforts to expand into other micro-robotic surgical technologies,
will give it the flexibility to shift its resources towards developing and commercializing related products.
Research
and Development
Microbot’s
research and development programs are generally pursued by engineers and scientists employed by Microbot in its offices in Israel
on a full-time basis or as consultants, or through partnerships with industry leaders in manufacturing and design and researchers
in academia. Microbot is also working with subcontractors in developing specific components of its technologies.
The
primary objectives of Microbot’s research and development efforts are to continue to introduce incremental enhancements
to the capabilities of its candidate products and to advance the development of proposed products.
Microbot
has received funds from the Israeli Innovation Authority (formerly known as the Office of the Chief Scientist in Israel), for
research and development activities. Microbot received a grant from the Israeli Innovation Authority in 2012, which grant reimbursed
Microbot for 50% of its research and development expenses, up to $764,466. This first grant from the Israeli Innovation Authority
ended in 2014. After the expiration of the first grant, Microbot received approval for an additional grant from the Israeli Innovation
Authority which reimbursed Microbot for 50% of its research and development expenses for the period from May 1, 2014 through September
30, 2015, up to $924,166. After the expiration of the second grant, Microbot received an approval for a third grant from the Israeli
Innovation Authority which reimbursed Microbot for 50% of its research and development expenses for the period from May 1, 2016
through April 30, 2017, up to $1,026,050.
In November 2017,
Microbot was awarded an additional non-dilutive grant of up to 2,610,000 Israeli New Shekels (approximately $735,000) from the
Israel Innovation Authority, of which up to 2,198,000 NIS are at a reimbursement rate of 40% and up to 412,000 NIS
are at a reimbursement rate of 30%. The grant provided additional sources that were utilized by Microbot for the continued development
of the SCS for the treatment of hydrocephalus and Normal Pressure Hydrocephalus. The grant funds were used for or applied towards
a number of research and development expenses, such as employees’ salaries, research and development expenses (including
materials, as well as professional and consulting fees). The recoveries are recognized in the corresponding period when such expenses
are incurred. For this grant, we received from the IIA a total of 991,008 NIS. The last installment of this reimbursement was
received by Microbot in December 2018. No additional payments are expected from this grant. With respect to such grants from
the IIA, Microbot is committed to pay royalties, as, if and when it successfully commercializes the SCS and generates revenue
from sales of the SCS, at a rate of between 3% to 3.5% on sales proceeds up to the total amount of grants received, linked to
the dollar, plus interest at an annual rate of USD LIBOR. Under the terms of the grants and applicable law, Microbot is restricted
from transferring any technologies, know-how, manufacturing or manufacturing rights developed using the grant outside of Israel
without the prior approval of the Israel Innovation Authority. Microbot has no obligation to repay the grant, if the SCS project
fails, is unsuccessful or aborted before any sales are generated. The financial risk is assumed completely by the IIA.
Microbot
expects to continue to access government funding in the future.
For
the fiscal year ended December 31, 2018, Microbot incurred research and development expenses of approximately $2,515,000 compared
to research and development expenses of approximately $1,100,000 for the fiscal year ended December 31, 2017.
Microbot
has already made plans to develop a second version of its SCS device that will have an embedded controller and battery, initially
to support its animal trials. This alternative design will allow the cleaning mechanism to be automatically activated, without
the need for the patient’s involvement in the activation process.
Microbot
has completed the development of an SCS prototype and is currently completing the safety testing, general proof of concept testing
and performance testing for the device, which Microbot began in mid-2013. In May 2018, Microbot announced the results of two pre-clinical
studies assessing the SCS, an
in-vitro
study and a small animal study. The in-vitro study, which was performed at Wayne
State University by Dr. Carolyn Harris, supports the SCS’s potential as a viable technology for preventing occlusion in
shunts used to treat hydrocephalus. The animal study designed to assess the safety profile of the SCS, which was performed by
James Patterson McAllister, PhD, a Professor of Neurosurgery at Washington University School of Medicine in St. Louis, met the
primary goal to determine the safety of the SCS device that aims to prevent obstruction in CSF catheters. Since the completion
of these initial studies, Microbot has commenced a follow-up study to further evaluate the safety and to investigate the efficacy
of the SCS. The follow-up study is also being conducted by leading hydrocephalus experts at Washington University and Wayne State
University. The study will include a larger sample size compared to the initial studies and the primary and secondary endpoints
will seek to validate the safety and efficacy of the SCS that will be activated in both
in-vitro
(lab) and
in-vivo
(animal) models. Microbot plans to use the findings for initial regulatory submissions in the United States, Europe and other
jurisdictions, although upon the completion of animal studies, Microbot may conduct clinical trials if they are requested by the
FDA or if Microbot decides that the data from such trials would improve the marketability of the product candidate.
In
conjunction with initiating this follow-up study, Microbot also contracted with Envigo CRS Israel, a leading provider of non-clinical
contract research services, to conduct an
in-vitro
study designed to evaluate the operational performance of the SCS. The
Envigo study used human brain glioblastoma cells in order to assess the performance of the SCS in a test system with accelerated
cell growth, accumulation, and obstruction rates. The performance of a constantly activated (always-on) SCS to prevent shunt occlusion
in the laboratory study was compared with a non-operating SCS after 30 days, and the results were captured with photographs shared
by Microbot in a press release issued on January 14, 2019. While significant cell growth and accumulation was seen in the cell
cultures with a non-operating SCS, the shunt openings within the cells seeded with a constantly operating SCS remained clear,
with little to no cell attachment on the robotic brush (ViRob) and on the opening where the robotic brush (ViRob) operates after
30 days of cell culturing and growth. We believe this experiment validates the operational effectiveness of the SCS to prevent
shunt occlusion and provides additional data to support the device’s proof of concept. We believe the
in-vitro
laboratory
study further confirms that the SCS has the ability to operate after cells have accumulated on the catheter holes and the robotic
brush (ViRob) and to potentially disintegrate existing occlusions formed on the robotic brush (ViRob) and on the opening where
the robotic brush (ViRob) operates, based on the results from a third test group in which cells were allowed to grow for 4 weeks
and then exposed to an activated SCS device. The images captured by Envigo and Microbot demonstrate that the cleaning mechanism
of the SCS is powerful enough to clear accumulated cells at blocked pores, as significant improvements were observed in the degree
of shunt obstruction after only a short period of time following activation of the SCS.
Microbot
believes that the animal study results of its first generation SCS device should be available during the second half of 2019 and
we expect to submit that data to the FDA as part of a pre-submission meeting request. The proposed indication for use of the SCS
device would be for the treatment of hydrocephalus as a component of a shunt system when draining or shunting of CSF is indicated.
It continues to be possible that the FDA could require us to conduct a human clinical study to support the safety and efficacy
of the SCS and that such clinical data would need to be part of the future regulatory submission to authorize marketing of the
medical device in the U.S.
Manufacturing
Microbot
does not have any manufacturing facilities or manufacturing personnel. Microbot currently relies, and expects to continue to rely,
on third parties for the manufacturing of its product candidates for preclinical and clinical testing, as well as for commercial
manufacturing if its product candidates receive marketing approval.
Commercialization
Microbot
has not yet established a sales, marketing or product distribution infrastructure for its product candidates, which are still
in development stages. Microbot plans to access the U.S. markets for hydrocephalus and NPH with its initial device offerings through
strategic partnerships but may develop its own focused, specialized sales force or distribution channels once it has several commercialized
products in its portfolio. Microbot has not yet developed a commercial strategy outside of the United States.
Government
Regulation
General
Microbot’s
medical technology products and operations are subject to extensive regulation in the United States and other countries. Most
notably, if Microbot seeks to sell its products in the United States, its products will be subject to the Federal Food, Drug,
and Cosmetic Act (FDCA) as implemented and enforced by the U.S. Food and Drug Administration (FDA). The FDA regulates the development,
bench and clinical testing, manufacturing, labeling, storage, record-keeping, promotion, marketing, sales, distribution and post-market
support and reporting of medical devices in the United States to ensure that medical products distributed domestically are safe
and effective for their intended uses. Regulatory policy affecting its products can change at any time.
Advertising
and promotion of medical devices in the United States, in addition to being regulated by the FDA, are also regulated by the Federal
Trade Commission and by state regulatory and enforcement authorities. Recently, promotional activities for FDA-regulated products
of other companies have been the subject of enforcement action brought under healthcare reimbursement laws and consumer protection
statutes. In addition, under the federal Lanham Act and similar state laws, competitors and others can initiate litigation relating
to advertising claims.
Foreign
countries where Microbot wishes to sell its products may require similar or more onerous approvals to manufacture or market its
products. Government agencies in those countries also enforce laws and regulations that govern the development, testing, manufacturing,
labeling, advertising, marketing and distribution, and market surveillance of medical device products. These regulatory requirements
can change rapidly with relatively short notice.
Other
regulations Microbot encounters in the United States and in other jurisdictions are the regulations that are common to all businesses,
such as employment legislation, implied warranty laws, and environmental, health and safety standards, to the extent applicable.
In the future, Microbot will also encounter industry-specific government regulations that would govern its products, if and when
they are developed for commercial use.
U.S.
Regulation
The
FDA governs the following activities that Microbot performs, will perform, upon the clearance or approval of its product candidates,
or that are performed on its behalf, to ensure that medical products distributed domestically or exported internationally are
safe and effective for their intended uses:
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product
design, and development;
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product
safety, testing, labeling and storage;
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record
keeping procedures; and
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product
marketing.
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There
are numerous FDA regulatory requirements governing the approval or clearance and subsequent commercial marketing of Microbot’s
products. These include:
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the
timely submission of product listing and establishment registration information, along with associated establishment user
fees;
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continued
compliance with the Quality System Regulation, or QSR, which require specification developers and manufacturers, including
third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures
during all aspects of the manufacturing process;
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labeling
regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;
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clearance
or approval of product modifications that could significantly affect the safety or effectiveness of the device or that would
constitute a major change in intended use;
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Medical
Device Reporting regulations (MDR), which require that manufacturers keep detailed records of investigations or complaints
against their devices and to report to the FDA if their device may have caused or contributed to a death or serious injury
or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur;
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adequate
use of the Corrective and Preventive Actions process to identify and correct or prevent significant systemic failures of products
or processes or in trends which suggest same;
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post-approval
restrictions or conditions, including post-approval study commitments;
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post-market
surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness
data for the device; and
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notices
of correction or removal and recall regulations.
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Unless
an exemption applies, before Microbot can commercially distribute medical devices in the United States, Microbot must obtain,
depending on the classification of the device, either prior 510(k) clearance, 510(k) de-novo clearance or premarket approval (PMA),
from the FDA. The FDA classifies medical devices into one of three classes based on the degree of risk associated with each medical
device and the extent of regulatory controls needed to ensure the device’s safety and effectiveness:
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Class
I devices, which are low risk and subject to only general controls (e.g., registration and listing, medical device labeling
compliance, MDRs, Quality System Regulations, and prohibitions against adulteration and misbranding) and, in some cases, to
the 510(k) premarket clearance requirements;
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Class
II devices, which are moderate risk and generally require 510(k) or 510(k) de-novo premarket clearance before they may be
commercially marketed in the United States as well as general controls and potentially special controls like performance standards
or specific labeling requirements; and
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Class
III devices, which are devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable
devices, or devices deemed not substantially equivalent to a predicate device. Class III devices generally require the submission
and approval of a PMA supported by clinical trial data.
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Microbot
expect the medical products in its pipeline currently to be classified as Class II. Class II devices are those for which general
controls alone are insufficient to provide reasonable assurance of safety and effectiveness and there is sufficient information
to establish special controls. Special controls can include performance standards, post-market surveillance, patient histories
and FDA guidance documents. Premarket review and clearance by the FDA for these devices is generally accomplished through the
510(k) or 510(k) de-novo premarket notification process. As part of the 510(k) or 510(k) de-novo notification process, FDA may
require the following:
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Development
of comprehensive product description and indications for use;
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Comprehensive
review of predicate devices and development of data supporting the new product’s substantial equivalence to one or more
predicate devices; and
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If
appropriate and required, certain types of clinical trials (IDE submission and approval may be required for conducting a clinical
trial in the US).
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Clinical
trials involve use of the medical device on human subjects under the supervision of qualified investigators in accordance with
current Good Clinical Practices (GCPs), including the requirement that all research subjects provide informed consent for their
participation in the clinical study. A written protocol with predefined end points, an appropriate sample size and pre-determined
patient inclusion and exclusion criteria, is required before initiating and conducting a clinical trial. All clinical investigations
of devices to determine safety and effectiveness must be conducted in accordance with the FDA’s Investigational device Exemption,
or IDE, regulations that among other things, govern investigational device labeling, prohibit promotion of the investigational
device, and specify recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the
device presents a “significant risk,” as defined by the FDA, the agency requires the device sponsor to submit an IDE
application, which must become effective prior to commencing human clinical trials. The IDE will automatically become effective
30 days after receipt by the FDA, unless the FDA denies the application or notifies the company that the investigation is on hold
and may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE that requires modification,
the FDA may permit a clinical trial to proceed under a conditional approval. In addition, the study must be approved by, and conducted
under the oversight of, an Institutional Review Board (IRB) for each clinical site. If the device presents a non-significant risk
to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate
approval from the FDA, but it must still follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that
the investigators obtain informed consent, and labeling and record-keeping requirements. 510(k) clearance typically involves the
following:
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Assuming
successful completion of all required testing, a detailed 510(k) premarket notification or 510(k) de-novo is submitted to
the FDA requesting clearance to market the product. The notification includes all relevant data from pertinent preclinical
and clinical trials, together with detailed information relating to the product’s manufacturing controls and proposed
labeling, and other relevant documentation.
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A
510(k) clearance letter from the FDA will authorize commercial marketing of the device for one or more specific indications
for use.
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After
510(k) clearance, Microbot will be required to comply with a number of post-clearance requirements, including, but not limited
to, Medical Device Reporting and complaint handling, and, if applicable, reporting of corrective actions. Also, quality control
and manufacturing procedures must continue to conform to QSRs. The FDA periodically inspects manufacturing facilities to assess
compliance with QSRs, which impose extensive procedural, substantive, and record keeping requirements on medical device manufacturers.
In addition, changes to the manufacturing process are strictly regulated, and, depending on the change, validation activities
may need to be performed. Accordingly, manufacturers must continue to expend time, money and effort in the area of production
and quality control to maintain compliance with QSRs and other types of regulatory controls.
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After
a device receives 510(k) clearance from FDA, any modification that could significantly affect its safety or effectiveness, or
that would constitute a major change in its intended use or technological characteristics, requires a new 510(k) clearance or
could require a PMA. The FDA requires each manufacturer to make the determination of whether a modification requires a new 510(k)
notification or PMA in the first instance, but the FDA can review any such decision. If the FDA disagrees with a manufacturer’s
decision not to seek a new 510(k) clearance or PMA for a particular change, the FDA may retroactively require the manufacturer
to seek 510(k) clearance or PMA. The FDA can also require the manufacturer to cease U.S. marketing and/or recall the modified
device until additional 510(k) clearance or PMA approval is obtained.
The
FDA and the Federal Trade Commission, or FTC, will also regulate the advertising claims of Microbot’s products to ensure
that the claims Microbot makes are consistent with its regulatory clearances, that there is scientific data to substantiate the
claims and that product advertising is neither false nor misleading.
To
obtain 510(k) clearance, Microbot must submit a notification to the FDA demonstrating that its proposed device is substantially
equivalent to a predicate device (i.e., a device that was in commercial distribution before May 28, 1976, a device that has been
reclassified from Class III to Class I or Class II, or a 510(k)-cleared device). The FDA’s 510(k) clearance process generally
takes from three to 12 months from the date the application is submitted but also can take significantly longer. If the FDA determines
that the device or its intended use is not substantially equivalent to a predicate device, the device is automatically placed
into Class III, requiring the submission of a PMA.
There
is no guarantee that the FDA will grant Microbot 510(k) clearance for its pipeline medical device products, and failure to obtain
the necessary clearances for its products would adversely affect Microbot’s ability to grow its business. Delays in receipt
or failure to receive the necessary clearances, or the failure to comply with existing or future regulatory requirements, could
reduce its business prospects.
Devices
that cannot be cleared through the 510(k) process due to lack of a predicate device but would be considered low or moderate risk
may be eligible for the 510(k) de-novo process. In 1997, the Food and Drug Administration Modernization Act, or FDAMA added the
de novo classification pathway now codified in section 513(f)(2) of the FD&C Act. This law established an alternate pathway
to classify new devices into Class I or II that had automatically been placed in Class III after receiving a Not Substantially
Equivalent, or NSE, determination in response to a 510(k) submission. Through this regulatory process, a sponsor who receives
an NSE determination may, within 30 days of receipt, request FDA to make a risk-based classification of the device through what
is called a “de novo request.” In 2012, section 513(f)(2) of the FD&C Act was amended by section 607 of the Food
and Drug Administration Safety and Innovation Act (FDASIA), in order to provide a second option for de novo classification. Under
this second pathway, a sponsor who determines that there is no legally marketed device upon which to base a determination of substantial
equivalence can submit a de novo request to FDA without first submitting a 510(k).
In
the event that Microbot receives a Not Substantially Equivalent determination for either of its device candidates in response
to a 510(k) submission, the Microbot device may still be eligible for the 510(k) de-novo classification process.
Devices
that cannot be cleared through the 510(k) or 510(k) de-novo classification process require the submission of a PMA. The PMA process
is much more time consuming and demanding than the 510(k) notification process. A PMA must be supported by extensive data, including
but not limited to data obtained from preclinical and/or clinical studies and data relating to manufacturing and labeling, to
demonstrate to the FDA’s satisfaction the safety and effectiveness of the device. After a PMA application is submitted,
the FDA’s in-depth review of the information generally takes between one and three years and may take significantly longer.
If the FDA does not grant 510(k) clearance to its products, there is no guarantee that Microbot will submit a PMA or that if Microbot
does, that the FDA would grant a PMA approval of Microbot’s products, either of which would adversely affect Microbot’s
business.
Microbot
is currently evaluating whether it is appropriate for it to seek 510(k) clearance, given the technological features of the SCS
device and the FDA’s recent announcements about enhancing the 510(k) process to further ensure safety and efficacy. However,
the Company believes that given the similarities between the SCS and some cleared predicate devices, there is a reasonable likelihood
that a de novo application might be acceptable to the FDA.
Foreign
Regulation
In
addition to regulations in the United States, Microbot will be subject to a variety of foreign regulations governing clinical
trials, marketing authorization and commercial sales and distribution of its products in foreign countries. The approval process
varies from country to country, and the time may be longer or shorter than that required for FDA approval or clearance. The requirements
governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.
International
sales of medical devices are subject to foreign governmental regulations which vary substantially from country to country. Whether
or not Microbot obtains FDA approval or clearance for its products, Microbot will be required to make new regulatory submissions
to the comparable regulatory authorities of foreign countries before Microbot can commence clinical trials or marketing of the
product in such countries. The time required to obtain certification or approval by a foreign country may be longer or shorter
than that required for FDA clearance or approval, and the requirements may differ. Below are summaries of the regulatory systems
for medical devices in Europe and Israel, where Microbot currently anticipates marketing its products. However, its products may
also be marketed in other countries that have different systems or minimal requirements for medical devices.
Europe
.
The primary regulatory body in Europe is the European Union, or E.U., which consists of 28 member states and has a coordinated
system for the authorization of medical devices.
The
E.U. has adopted legislation, in the form of directives to be implemented in each member state, concerning the regulation of medical
devices within the European Union. The directives include, among others, the Medical Device Directive, or MDD, that establishes
certain requirements with which medical devices must comply before they can be commercialized in the European Economic Area, or
EEA (which comprises the member states of the E.U. plus Norway, Liechtenstein and Iceland). Under the MDD, medical devices are
classified into four Classes, I, IIa, IIb, and III, with Class I being the lowest risk and Class III being the highest risk. However,
the E.U. authorities, including the European Commission, do not have direct regulatory over medical device manufacturers under
the MDD. Rather, the MDD directs E.U. Member States to implement laws and regulations consistent with the provisions set forth
in the directive.
Under
the MDD, to demonstrate compliance of a medical device with the essential requirements, manufacturers must undergo a conformity
assessment procedure, which varies according to the type of medical device and its classification. An accredited body known as
a “Notified Body”, which is an entity designated by an E.U. Member State (or competent authority) to perform conformity
assessments, will typically audit and examine the manufacturer’s quality system for the production, quality, design and
final inspection of the medical devices and review a Technical File containing technical documents regarding the device, including
but limited to, detailed device description, manufacturing information, preclinical and clinical tests, risk analysis, compliance
with essential requirements, etc., before issuing a certification demonstrating compliance with the essential requirements. Medical
devices that comply with the essential requirements are entitled to bear the Conformité Européene, or CE Mark. Medical
devices properly bearing the CE Mark may be commercially distributed throughout the EEA. Under the MDD, notified bodies are also
charged with performing periodic inspections to verify that a manufacturer’s quality system, particularly the production
and quality controls, is adequately executed and maintained.
In
addition, the MDD requires all medical device manufacturers to inform the competent authorities of their respective Member States
of the address(es) of any business facilities and descriptions of any certified medical device products. The MDD also requires
manufacturers to file vigilance reports in the event a device malfunction, deterioration in performance, or inadequate instructions
or labeling results in, or could lead to, death or serious harm to a patient.
In
September 2012, the European Commission published proposals for the revision of the EU regulatory framework for medical devices.
The proposal would replace the MDD with a new regulation, the Medical Devices Regulation, or MDR. Unlike the MDD that must be
implemented into national laws, the Medical Devices Regulation would be directly applicable in all EEA member states and so is
intended to eliminate current national differences in regulation of medical devices. E.U. lawmakers published a revised draft
of the proposed MDR in June 2016, which continues to be discussed within the Council of the European Union and the European Parliament.
Final
formal adoption is expected both by the European Council and the European Parliament during the second quarter of 2017. If finally
adopted, the MDR is expected to become applicable three years thereafter. The adoption of the MDR may, however, be materially
delayed due to disagreements about specific portions of the regulation, as well as the implementation process. In its current
form it would, among other things, impose additional reporting requirements on manufacturers of high risk medical devices, impose
an obligation on manufacturers to appoint a “qualified person” responsible for regulatory compliance, and provide
for more strict clinical evidence requirements. These new rules and procedures will likely result in increased regulatory oversight
of all medical devices marketed in the E.U., and this may, in turn, increase the costs, time and requirements that need to be
met in order to place a medical devices on the EEA market.
Microbot
intends to apply for the CE Mark for each of its medical device products. There is no guarantee that Microbot will be granted
a CE Mark for all or any of its pipeline products and failure to obtain the CE Mark would adversely affect its ability to grow
its business.
Israel
.
Israel’s Medical Devices Law generally requires the registration of all medical products with the Ministry of Health, or
MOH, Registrar as a precondition for production and distribution in Israel. Special exemptions may apply under limited circumstances
and for purposes such as the provision of essential medical treatment, research and development of the medical device, and personal
use, among others.
Registration
of medical devices requires the submission of an application to the Ministry of Health Medical Institutions and Devices Licensing
Department, or AMAR. An application for the registration of a medical device includes the following:
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Name
and address of the manufacturer, and of the importer as applicable;
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Description
of the intended use of the medical device and of its medical indications;
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Technical
details of the medical device and of its components, and in the event that the device or the components are not new, information
should be provided on the date or renovation;
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Certificate
attesting to the safety of the device, issued by a competent authority of one of the following countries: Australia, Canada,
European Community (EC), Member States (MSs), Israel, Japan, or the United States;
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Information
on any risk which may be associated with the use of the device (including precautionary measures to be taken);
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Instructions
for use of the device in Hebrew; the MOH may allow the instructions to be in English for certain devices;
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Details
of the standards to which the device complies;
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Description
of the technical and maintenance services, including periodic checks and inspections; and
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Declaration,
as appropriate: of the local manufacturer/importer, and of the foreign manufacturer.
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If
the application includes a certificate issued by a competent authority of one of the following “recognized” countries:
Australia, Canada, European Community (CE) Member States (MSs), Japan, or the United States, the registration process is generally
expedited, but could still take 6-9 months for approval. If such certificate is not available, the registration process will take
significantly longer and a license is rarely issued. Furthermore, the MOH will determine what type of testing is needed. In general,
in the case of Israeli manufactured devices that are not registered or authorized in any “recognized” country, the
application requires presentation of a risk analysis, a clinical evaluation, a summary of the clinical trials, and expert opinions
regarding the device’s safety and effectiveness. Additional requirements may apply during the registration period, including
follow-up reviews, to improve the quality and safety of the devices.
According
to regulations issued by Israel’s Minister of Health in June 2013, a decision on a request to register a medical device
must be delivered by AMAR within 120 days from the date of the request, although this rarely occurs. The current rules for the
registration of medical devices do not provide for an expedited approval process.
Once
granted by the MOH, a license (marketing authorization) for a medical device is valid for five years from the date of registration
of the device, except for implants with a life-supporting function, for which the validity is for only two years from the date
of registration. Furthermore, the holder of the license, the Israeli Registration Holder, or IRH, must do the following to maintain
its license:
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Reside
and maintain a place of business in Israel and serve as the regulatory representative.
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Respond
to questions from AMAR concerning the registered products.
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Report
adverse events to AMAR.
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Renew
the registration on time to keep the market approval active.
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Comply
with post-marketing requirements, including reporting of adverse and unexpected events occurring in Israel or in other countries
where the device is in use.
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Getting
a device listed on Israel’s four major Sick Funds (health insurance entities) is also necessary in order for Israeli hospitals
and health care providers to order such products.
Microbot
intends to apply for a license from the MOH for each of its medical devices. There is no guarantee that Microbot will be granted
licenses for its pipeline products and failure to obtain such licenses would adversely affect its ability to grow its business.
Employees
Microbot’s
Chief Executive Officer, President and Chairman, Harel Gadot, along with one full-time employee, are based in Microbot’s
U.S. office located in Hingham, Massachusetts. Additionally, Microbot currently has 8 full-time employees and 1 part time employee
based in its office located in Caesarea, Israel. These employees oversee day-to-day operations of the Company supporting management
and leading engineering, manufacturing, intellectual property and administration functions of the Company. As required, Microbot
also engages consultants to provide services to the Company, including regulatory, legal and corporate services. Microbot has
no unionized employees.
Microbot
currently plans to hire an additional 4-6 full-time employees within the next 12 months subject to the availability of funds,
whose principal responsibilities will be the support of its operational, research and development, regulatory and clinical development
activities.
Item
1A.
Risk Factors
This
Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our business, operating results,
financial performance, and share price may be materially adversely affected by a number of factors, including but not limited
to the following risk factors, any one of which could cause actual results to vary materially from anticipated results or from
those expressed in any forward-looking statements made by us in this Annual Report on Form 10-K or in other reports, press releases
or other statements issued from time to time. Additional factors that may cause such a difference are set forth elsewhere in this
Annual Report on Form 10-K. Forward-looking statements speak only as of the date of this report. We do not undertake any obligation
to publicly update any forward-looking statements.
Risks
Relating to Microbot’s Financial Position and Need for Additional Capital
Microbot
has had no revenue and has incurred significant operating losses since inception and is expected to continue to incur significant
operating losses for the foreseeable future. The Company may never become profitable or, if achieved, be able to sustain profitability.
Microbot
has incurred significant operating losses since its inception and expects to incur significant losses for the foreseeable future
as Microbot continues its preclinical and clinical development programs for its existing product candidates, SCS and TipCAT; its
research and development of any other future product candidates; and all other work necessary to obtain regulatory clearances
or approvals for its product candidates in the United States and other markets. In the future, Microbot intends to continue conducting
micro-robotics research and development; performing necessary animal and clinical testing; working towards medical device regulatory
compliance; and, if SCS, TipCAT or other future product candidates are approved or cleared for commercial distribution, engaging
in appropriate sales and marketing activities that, together with anticipated general and administrative expenses, will likely
result in Microbot incurring further significant losses for the foreseeable future.
Microbot
is a development-stage medical device company and currently generates no revenue from product sales, and may never be able to
commercialize SCS, TipCAT, the CardioSert technology or other future product candidates. Microbot does not currently have the
required approvals or clearances to market or test in humans SCS, TipCAT, the CardioSert technology or any other future product
candidates and Microbot may never receive them. Microbot does not anticipate generating significant revenues until it can successfully
develop, commercialize and sell products derived from its product pipeline, of which Microbot can give no assurance. Even if Microbot
or any of its future development partners succeed in commercializing any of its product candidates, Microbot may never generate
revenues significant enough to achieve profitability.
Because
of the numerous risks and uncertainties associated with its product development pipeline and strategy, Microbot cannot accurately
predict when it will achieve profitability, if ever. Failure to become and remain profitable would depress the value of the Company
and could impair its ability to raise capital, which may force the Company to curtail or discontinue its research and development
programs and/or day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained
on an ongoing basis.
Microbot
has a limited operating history, which may make it difficult to evaluate the prospects for the Company’s future viability.
Microbot
has a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business
and prospects of Microbot must be considered in the light of the potential problems, delays, uncertainties and complications that
may be encountered in connection with a newly established business. The risks include, but are not limited to, the possibility
that Microbot will not be able to develop functional and scalable products, or that although functional and scalable, its products
will not be economical to market; that its competitors hold proprietary rights that may preclude Microbot from marketing such
products; that its competitors market a superior or equivalent product; that Microbot is not able to upgrade and enhance its technologies
and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances
or approvals for its products. To successfully introduce and market its products at a profit, Microbot must establish brand name
recognition and competitive advantages for its products. There are no assurances that Microbot can successfully address these
challenges. If it is unsuccessful, Microbot and its business, financial condition and operating results could be materially and
adversely affected.
Microbot’s
operations to date have been limited to organizing the company, entering into licensing arrangements to initially obtain rights
to its technologies, developing and securing its technologies, raising capital, developing regulatory and reimbursement strategies
for its product candidates and preparing for pre-clinical and clinical trials of the SCS and TipCAT. Microbot has not yet demonstrated
its ability to successfully complete development of any product candidate, obtain marketing clearance or approval, manufacture
a commercial-scale product or arrange for a third party to do so on its behalf, or conduct sales and marketing activities necessary
for successful product commercialization. Consequently, any predictions made about Microbot’s future success or viability
may not be as accurate as they could be if Microbot had a longer operating history.
Microbot
will need substantial additional funding. If Microbot is unable to raise capital when needed, it could be forced to delay, reduce
or eliminate its product development programs or commercialization efforts.
To
date, Microbot has funded its operations primarily through offerings of debt and equity securities, grants and loans. Microbot
does not know when, or if, it will generate any revenue, but does not expect to generate significant revenue unless and until
it obtains regulatory clearance or approval of and commercializes one of its current or future product candidates. It is anticipated
that the Company will continue to incur losses for the foreseeable future, and that losses will increase as it continues the development
of, and seeks regulatory review of, its product candidates, and begins to commercialize any approved or cleared products following
a successful regulatory review.
Microbot
expects the research and development expenses of the Company to increase substantially in future periods as it conducts pre-clinical
studies in large animals and potentially clinical trials for its product candidates, and especially if it initiates additional
research programs for future product candidates, including the CardioSert technology. In addition, if the Company obtains marketing
clearance or approval for any of its product candidates, it expects to incur significant commercialization expenses related to
product manufacturing, marketing and sales. Furthermore, Microbot incurs substantial costs associated with operating as a public
company in the United States. Accordingly, the Company will need to obtain substantial additional funding in connection with its
continuing operations. If the Company is unable to raise capital when needed or on attractive terms, it could be forced to delay,
reduce or eliminate its research and development programs or any future commercialization efforts.
Microbot
believes that the net cash of the Company will be sufficient to fund the Company for at least 12 months and fund operations necessary
to continue development activities of the SCS.
The
Company may need to raise additional funds through equity offerings or otherwise in order to meet expected future liquidity needs,
including the introduction of the SCS device into the hydrocephalus and NPH market. The Company’s future capital requirements,
generally, will depend on many factors, including:
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the
timing and outcomes of the product candidates’ regulatory reviews, subsequent approvals or clearances, or other regulatory
actions;
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the final outcome of the Company’s
existing lawsuit with Sabby, discussed in greater detail elsewhere in this Annual Report
on Form 10-K, including our pending appeal to overturn the court’s March
2019 decision in favor of the plaintiffs, and whether other investors in the Company’s
June 2017 equity financing will bring an action against the Company under similar legal
theories;
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the
costs, design, duration and any potential delays of the clinical trials that could be conducted at the FDA’s request
using Microbot’s product candidates;
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the
costs of acquiring, licensing or investing in new and existing businesses, product candidates and technologies;
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the
costs to maintain, expand and defend the scope of Microbot’s intellectual property portfolio;
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the
costs to secure or establish sales, marketing and commercial manufacturing capabilities or arrangements with third parties
regarding same;
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the
Company’s need and ability to hire additional management and scientific and medical personnel; and
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the
costs to operate as a public company in the United States.
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Raising
additional capital may cause dilution to the Company’s investors, restrict its operations or require it to relinquish rights
to its technologies or product candidates.
Until
such time, if ever, as the Company can generate substantial product revenues, it expects to finance its cash needs through a combination
of equity offerings, licensing, collaboration or similar arrangements, grants and debt financings. The Company does not have any
committed external source of funds. To the extent that the Company raises additional capital through the sale of equity or convertible
debt securities, the ownership interest of its stockholders will be diluted, and the terms of these securities may include liquidation
or other preferences that adversely affect the rights of holder of the Company’s common stock. Debt financing, if available,
may involve agreements that include covenants limiting or restricting the Company’s ability to take specific actions, such
as incurring additional debt, making capital expenditures, declaring dividends or other distributions, selling or licensing intellectual
property rights, and other operating restrictions that could adversely affect the Company’s ability to conduct its business.
If
the Company raises additional funds through licensing, collaboration or similar arrangements, it may have to relinquish valuable
rights to its technologies, future revenue streams, research and development programs or product candidates or to grant licenses
on terms that may not be favorable to the Company. If the Company is unable to raise additional funds through equity or debt financings
or other arrangements when needed, it may be required to delay, limit, reduce or terminate its product development or future commercialization
efforts or grant rights to develop and market product candidates that it would otherwise prefer to develop and market itself.
Risks
Relating to the Development and Commercialization of Microbot’s Product Candidates
Microbot’s
business depends heavily on the success of its lead product candidate, the SCS. If Microbot is unable to commercialize the SCS
or experiences significant delays in doing so, Microbot’s business will be materially harmed.
On
January 27, 2017, Microbot entered into a research agreement with Washington University in St. Louis to develop the protocol for
and to execute the necessary animal study to determine the effectiveness of the Microbot’s SCS prototype. The initial research
was completed in 2017 with a comprehensive study expected to be completed in 2019. Upon the completion of animal studies, Microbot
may conduct clinical trials if they are requested by the FDA or if Microbot decides that the data from such trials would improve
the marketability of the product candidate. After all necessary clinical and performance data supporting the safety and effectiveness
of SCS are collected, Microbot must still obtain FDA clearance or approval to market the device and those regulatory processes
can take several months to several years to be completed. Therefore, Microbot’s ability to generate product revenues will
not occur for at least the next few years, if at all, and will depend heavily on the successful commercialization of SCS in the
treatment of hydrocephalus. The success of commercializing SCS will depend on a number of factors, including the following:
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our
ability to obtain additional capital;
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successful
completion of animal studies and, if necessary, human clinical trials and the collection of sufficient data to demonstrate
that the device is safe and effective for its intended use;
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receipt
of marketing approvals or clearances from the FDA and other applicable regulatory authorities;
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establishing
commercial manufacturing arrangements with one or more third parties;
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obtaining
and maintaining patent and trade secret protections;
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protecting
Microbot’s rights in its intellectual property portfolio;
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establishing
sales, marketing and distribution capabilities;
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generating
commercial sales of SCS, if and when approved, whether alone or in collaboration with other entities;
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acceptance
of SCS, if and when commercially launched, by the medical community, patients and third-party payors;
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effectively
competing with existing shunt and endoscope products on the market and any new competing products that may enter the market;
and
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maintaining
quality and an acceptable safety profile of SCS following clearance or approval.
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If
Microbot does not achieve one or more of these factors in a timely manner or at all, it could experience significant delays or
an inability to successfully commercialize SCS, which would materially harm its business. These risks may also apply to Microbot’s
other technologies.
Microbot’s
ability to expand its technology platforms for other uses, including endovascular neurosurgery other than for the treatment of
hydrocephalus, may be limited.
After
spending time working with experts in the field, Microbot has recently decided to no longer pursue the use of TipCAT in colonoscopy
and has instead committed to focus on expanding all of its technology platforms for use in segments of the endovascular neurosurgery
market, including traumatic brain injury, to capitalize on its existing competencies in hydrocephalus and the market’s needs.
Microbot’s ability to expand its technology platforms for use in the endovascular neurosurgery market will be limited by
its ability to develop and/or refine the necessary technology, obtain the necessary regulatory approvals for their use on humans,
and the marketing of its products and otherwise obtaining market acceptance of its product in the United States and in other countries.
Microbot
operates in a competitive industry and if its competitors have products that are marketed more effectively or develop products,
treatments or procedures that are similar, more advanced, safer or more effective, its commercial opportunities will be reduced
or eliminated, which would materially harm its business.
Our
competitors may develop products, treatments or procedures that directly compete with our products and potential products and
which are similar, more advanced, safer or more effective than ours. The medical device industry is very competitive and subject
to significant technological and practice changes. Microbot expects to face competition from many different sources with respect
to the SCS and products that it is seeking to develop or commercialize with respect to its other product candidates in the future.
Competing
against large established competitors with significant resources may make establishing a market for any products that it develops
difficult which would have a material adverse effect on Microbot’s business. Microbot’s commercial opportunities could
also be reduced or eliminated if its competitors develop and commercialize products, treatments or procedures quicker, that are
safer, more effective, are more convenient or are less expensive than the SCS or any product that Microbot may develop. Many of
Microbot’s potential competitors have significantly greater financial resources and expertise in research and development,
manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved products
than Microbot may have. Mergers and acquisitions in the medical device industry market may result in even more resources being
concentrated among a smaller number of Microbot’s potential competitors.
At
this time, Microbot does not know whether the FDA will require it to submit clinical data in support of its future marketing applications
for its SCS product candidate, particularly in light of recent initiatives by the FDA to enhance and modernize its approach to
medical device safety and innovation, which creates uncertainty for Microbot as well as the possibility of increased product development
costs and time to market.
Although
Microbot has identified a predicate device for its lead product candidate, the SCS, which it intended to use in its 510(k) application,
it may determine that a 510(k) de novo application is more appropriate for the SCS. If the Company determines to proceed with
the 510(k) application and the FDA agrees with the Company’s determination, the SCS will be classified by the FDA as Class
II and eligible for marketing pursuant to FDA clearance through the 510(k) application. However, in light of recent initiatives
by the FDA relating to safety and efficacy, there is no guarantee that the FDA will agree with the Company’s determination
or that the FDA would accept the predicate device that Microbot intends to submit in its 510(k). The FDA also may request additional
data in response to a 510(k), or require Microbot to conduct further testing or compile more data in support of its 510(k). Such
additional data could include clinical data that must be derived from human clinical studies that are designed appropriately to
address the potential questions from the FDA regarding a proposed product’s safety or effectiveness. It is unclear at this
time whether and how various activities recently initiated or announced by the FDA to modernize the U.S. medical device regulatory
system could affect the marketing pathway or timeline for our product candidate, given the timing and the undeveloped nature of
some of the FDA’s new medical device safety and innovation initiatives. One of the recent initiatives was announced in April
2018, when the FDA Commissioner issued a statement with the release of a Medical Device Safety Action Plan. Among other key areas
of the Medical Device Safety Action Plan, the Commissioner stated that the FDA is “exploring what further actions we can
take to spur innovation towards technologies that can make devices and their use safer. For instance, our Breakthrough Device
Program that helps address unmet medical needs can be used to facilitate patient access to innovative new devices that have important
improvements to patient safety. We’re considering developing a similar program to support the development of safer devices
that do not otherwise meet the Breakthrough Program criteria, but are clearly intended to be safer than currently available technologies.”
This type of program may negatively affect our existing development plan for the SCS product candidate or it may benefit Microbot,
but at this time those potential impacts from recent FDA medical device initiatives are unknown and uncertain. Similarly, the
FDA Commissioner announced various agency goals under a Medical Innovation Access Plan in 2017.
If
the FDA does require clinical data to be submitted as part of the SCS marketing submission, any type of clinical study performed
in humans will require the investment of substantial expense, professional resources and time. In order to conduct a clinical
investigation involving human subjects for the purpose of demonstrating the safety and effectiveness of a medical device, a company
must, among other things, apply for and obtain Institutional Review Board, or IRB, approval of the proposed investigation. In
addition, if the clinical study involves a “significant risk” (as defined by the FDA) to human health, the sponsor
of the investigation must also submit and obtain FDA approval of an Investigational Device Exemption, or IDE, application. Microbot
may not be able to obtain FDA and/or IRB approval to undertake clinical trials in the United States for any new devices Microbot
intends to market in the United States in the future. Moreover, the timing of the commencement, continuation and completion of
any future clinical trial may be subject to significant delays attributable to various causes, including scheduling conflicts
with participating clinicians and clinical institutions, difficulties in identifying and enrolling patients who meet trial eligibility
criteria, failure of patients to complete the clinical trial, delay in or failure to obtain IRB approval to conduct a clinical
trial at a prospective site, and shortages of supply in the investigational device.
Thus,
the addition of one or more mandatory clinical trials to the development timeline for the SCS would significantly increase the
costs associated with developing and commercializing the product and delay the timing of U.S. regulatory authorization. The current
uncertainty regarding near-term medical device regulatory changes by the FDA could further affect our development plans for the
SCS, depending on their nature, scope and applicability. Microbot and its business, financial condition and operating results
could be materially and adversely affected as a result of any such costs, delays or uncertainty.
The
FDA may disagree with Microbot’s determination that the SCS is a Class II device or that the chosen predicate device (or
any predicate device) is appropriate for a substantial equivalence comparison to the SCS.
Although
the Company intended to submit a 501(k) application for its lead product candidate, the SCS, the Company is now considering that
the FDA may determine that the SCS is a Class III device because there is no appropriate predicate device for substantial equivalence
comparison, which would require Microbot to submit a De Novo classification request or an application for premarket approval (“PMA”).
Both De Novo requests and PMA applications require applicants to prepare information and data about device safety and efficacy
in addition to the 510(k) requirements, including a benefit-risk analysis, a discussion of proposed general and special controls
to eliminate or mitigate device risks, and additional testing data. PMA applications almost always require data from human clinical
studies, and while De Novo requests do not require human clinical study data, in most cases, such data is necessary to demonstrate
that the FDA can appropriately classify the device as Class II.
Any
type of clinical study performed in humans will require the investment of substantial expense, professional resources and time.
In order to conduct a clinical investigation involving human subjects for the purpose of demonstrating the safety and effectiveness
of a medical device, a company must, among other things, apply for and obtain Institutional Review Board, or IRB, approval of
the proposed investigation. In addition, if the clinical study involves a “significant risk” (as defined by the FDA)
to human health, the sponsor of the investigation must also submit and obtain FDA approval of an Investigational Device Exemption,
or IDE, application. Microbot may not be able to obtain FDA and/or IRB approval to undertake clinical trials in the United States
for any new devices Microbot intends to market in the United States in the future. Moreover, the timing of the commencement, continuation
and completion of any future clinical trial may be subject to significant delays attributable to various causes, including scheduling
conflicts with participating clinicians and clinical institutions, difficulties in identifying and enrolling patients who meet
trial eligibility criteria, failure of patients to complete the clinical trial, delay in or failure to obtain IRB approval to
conduct a clinical trial at a prospective site, and shortages of supply in the investigational device. Thus, the addition of one
or more mandatory clinical trials to the development timeline for the SCS would significantly increase the costs associated with
developing and commercializing the product and delay the timing of U.S. regulatory authorization.
Furthermore,
if Microbot is required to submit a De Novo request or PMA application instead of a 510(k), the FDA review process may take significantly
more time. While the FDA commits to reviewing 510(k)s in 90 days, the review period for De Novo requests and PMA applications
is 150 days and 180 days, respectively. After an initial review of our De Novo request or PMA application, the FDA may request
additional information or data which can significantly delay an ultimate decision on our submission.
Thus,
submitting a De Novo request or PMA application for the SCS would significantly increase the costs associated with developing
and commercializing the product and delay the timing of U.S. regulatory authorization. Microbot and its business, financial condition
and operating results could be materially and adversely affected as a result of any such costs or delays.
Unsuccessful
animal studies, clinical trials or procedures relating to product candidates under development could have a material adverse effect
on Microbot’s prospects.
The
regulatory approval process for new products and new indications for existing products requires extensive data and procedures,
including the development of regulatory and quality standards and, potentially, certain clinical studies. Unfavorable or inconsistent
data from current or future clinical trials or other studies conducted by Microbot or third parties, including the studies now
being performed by The Washington University or perceptions regarding such data, could adversely affect Microbot’s ability
to obtain necessary device clearance or approval and the market’s view of Microbot’s future prospects. Failure to
successfully complete these studies in a timely and cost-effective manner could have a material adverse effect on Microbot’s
prospects. Because animal trials, clinical trials and other types of scientific studies are inherently uncertain, there can be
no assurance that these trials or studies will be completed in a timely or cost-effective manner or result in a commercially viable
product. Clinical trials or studies may experience significant setbacks even if earlier preclinical or animal studies have shown
promising results. Furthermore, preliminary results from clinical trials may be contradicted by subsequent clinical analysis.
Results from clinical trials may also not be supported by actual long-term studies or clinical experience. If preliminary clinical
results are later contradicted, or if initial results cannot be supported by actual long-term studies or clinical experience,
Microbot’s business could be adversely affected. Clinical trials also may be suspended or terminated by us, the FDA or other
regulatory authorities at any time if it is believed that the trial participants face unacceptable health risks.
Microbot
has no prior experience in conducting clinical trials and will depend upon the ability of third parties, including contract research
organizations, collaborative academic groups, future clinical trial sites and investigators, to conduct or to assist the Company
in conducting clinical trials for its product candidates, if such trials become necessary.
As
a development-stage, pre-clinical company, Microbot has no prior experience in designing, initiating, conducting and monitoring
human clinical trials, if data from such trials become necessary in order to obtain regulatory clearance or approval of our product
candidates. Should the FDA or another regulatory agency in a foreign market request clinical data to support the safety and effectiveness
of Microbot’s product candidates, Microbot will depend upon its ability and/or the ability of future collaborators, contract
research organizations, clinical trial sites and investigators to successfully design, initiate, conduct and monitor such clinical
trials.
Failure
by Microbot or by any of these future collaborating parties to timely and effectively initiate, conduct and monitor a future clinical
trial could significantly delay or materially impair Microbot’s ability to complete those clinical trials and/or obtain
regulatory clearance or approval of its product candidates and, consequently, could delay or materially impair its ability to
generate revenues from the commercialization of those products.
If
the commercial opportunity for SCS and any other commercial products that may be developed by Microbot is smaller than Microbot
anticipates, Microbot’s future revenue from SCS and such other products will be adversely affected and Microbot’s
business will suffer.
If
the size of the commercial opportunities in any of Microbot’s target markets is smaller than it anticipates, Microbot may
not be able to achieve profitability and growth. Microbot is developing SCS as a device for the treatment of hydrocephalus and
NPH. Microbot expects its future revenues to be primarily derived from the sales of the SCS, which has not undergone an FDA pre-market
review process necessary to commercialize the product candidate in the United States. It is difficult to predict the penetration,
future growth rate or size of the market for Microbot’s product candidate.
The
commercial success of the SCS will require broad acceptance of the devices by the doctors and other medical professionals who
specialize in the procedures targeted by each device, a limited number of whom may be able to influence device selection and purchasing
decisions. If Microbot’s technologies are not broadly accepted and perceived as having significant advantages over existing
medical devices, then it will not meet its business objectives. Such perceptions are likely to be based on a determination by
medical facilities and physicians that Microbot’s product candidates are safe and effective, are cost-effective in comparison
to existing devices, and represent acceptable methods of treatment. Microbot cannot assure that it will be able to establish the
relationships and arrangements with medical facilities and physicians necessary to support the market uptake of its product candidates.
In addition, its competitors may develop new technologies for the same markets Microbot is targeting that are more attractive
to medical facilities and physicians. If doctors and other medical professionals do not consider Microbot product candidates to
be suitable for application in the procedures we are targeting and an improvement over the use of existing or competing products,
Microbot’s business goals will not be realized.
Customers
will be unlikely to buy the SCS unless Microbot can demonstrate that they can be produced for sale to consumers at attractive
prices.
To
date, Microbot has focused primarily on research and development of the first generation versions of the SCS. Consequently, Microbot
has no experience in manufacturing its product candidates, and intends to manufacture its product candidates through third-party
manufacturers. Microbot can offer no assurance that either it or its manufacturing partners will develop efficient, automated,
low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or
production volumes required to successfully mass produce its commercial products. Even if its manufacturing partners are successful
in developing such manufacturing capability and quality processes, including the assurance of GMP-compliant device manufacturing,
there can be no assurance that Microbot can timely meet its product commercialization schedule or the production and delivery
requirements of potential customers. A failure to develop such manufacturing processes and capabilities could have a material
adverse effect on Microbot’s business and financial results.
The
proposed price of Microbot’s product candidates, once approved for sale, will be dependent on material and other manufacturing
costs. Microbot cannot offer any assurances that its manufacturing partner will be able manufacture its product candidates at
a competitive price or that achieving cost reductions will not cause a reduction in the performance, reliability and longevity
of its product candidates.
Microbot
has relied on, and intends to continue to rely on, third-party manufacturers to produce its product candidates.
Microbot
currently relies, and expects to rely for the foreseeable future, on third-party manufacturers to produce and supply its product
candidates, and it expects to rely on third parties to manufacture the commercialized products as well, should they receive the
necessary regulatory clearance or approval. Reliance on third-party manufacturers entails risks to which Microbot would not be
subject if Microbot manufactured its product candidates or future commercial products itself, including:
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limitations
on supply availability resulting from capacity, internal operational problems or scheduling constraints of third parties;
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potential
regulatory non-compliance or other violations by the third-party manufacturer that could result in quality assurance issues
or government enforcement action that has a negative effect on Microbot’s product candidates and distribution strategy;
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the
possible breach of manufacturing agreements by third parties because of various factors beyond Microbot’s control; and
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the
possible termination or non-renewal of manufacturing agreements by third parties for various reasons beyond Microbot’s
control, at a time that is costly or inconvenient to Microbot.
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If
Microbot is not able to maintain its key manufacturing relationships, Microbot may fail to find replacement manufacturers or develop
its own manufacturing capabilities, which could delay or impair Microbot’s ability to obtain regulatory clearance or approval
for its product candidates and could substantially increase its costs or deplete profit margins, if any. If Microbot does find
replacement manufacturers, Microbot may not be able to enter into agreements with them on terms and conditions favorable to it
and there could be a substantial delay before new facilities could be qualified and registered with the FDA and other foreign
regulatory authorities.
If
Microbot’s product candidates are not considered to be a safe and effective alternative to existing technologies, Microbot
will not be commercially successful.
The
SCS and TipCAT rely on new technologies, and Microbot’s success will depend on acceptance of these technologies by the medical
community as safe, clinically effective, cost effective and a preferred device as compared to products of its competitors. Microbot
does not have long-term data regarding efficacy, safety and clinical outcomes associated with the use of SCS or TipCAT. Any data
that is generated in the future may not be positive or may not support the product candidates’ regulatory dossiers, which
would negatively affect market acceptance and the rate at which its product candidates are adopted. Equally important will be
physicians’ perceptions of the safety of Microbot’s product candidates because Microbot’s technologies are relatively
new. If, over the long term, Microbot’s product candidates do not meet surgeons’ expectations as to safety, efficacy
and ease of use, they may not become widely adopted.
Market
acceptance of Microbot’s product candidates will also be affected by other factors, including Microbot’s ability to
convince key opinion leaders to provide recommendations regarding its product candidates; convince distributors that its technologies
are attractive alternatives to existing and competing technologies; supply and service sufficient quantities of products directly
or through marketing alliances; and price products competitively in light of the current macroeconomic environment, which is becoming
increasingly price sensitive.
Microbot
may be subject to penalties and may be precluded from marketing its product candidates if Microbot fails to comply with extensive
governmental regulations.
Microbot
believes that its medical device product candidates will be categorized as Class II devices, which typically require a 510(k)
or 510(k) de-novo premarket submission to the FDA. However, the FDA has not made any determination about whether Microbot’s
medical product candidates are Class II medical devices and may disagree with that classification. If the FDA determines that
Microbot’s product candidates should be reclassified as Class III medical devices, Microbot could be precluded from marketing
the devices for clinical use within the United States for months, years or longer, depending on the specifics of the change in
classification. Reclassification of any of Microbot’s product candidates as Class III medical devices could significantly
increase Microbot’s regulatory costs, including the timing and expense associated with required clinical trials and other
costs.
The
FDA and non-U.S. regulatory authorities require that Microbot product candidates be manufactured according to rigorous standards.
These regulatory requirements significantly increase Microbot’s production costs, which may prevent Microbot from offering
products within the price range and in quantities necessary to meet market demands. If Microbot or one of its third-party manufacturers
changes an approved manufacturing process, the FDA may need to review the process before it may be used. Failure to comply with
applicable pre-market and post-market regulatory requirements could subject Microbot to enforcement actions, including warning
letters, fines, injunctions and civil penalties, recall or seizure of its products, operating restrictions, partial suspension
or total shutdown of its production, and criminal prosecution.
If
Microbot is not able to both obtain and maintain adequate levels of third-party reimbursement for procedures involving its product
candidates after they are approved for marketing and launched commercially, it would have a material adverse effect on Microbot’s
business.
Healthcare
providers and related facilities are generally reimbursed for their services through payment systems managed by various governmental
agencies worldwide, private insurance companies, and managed care organizations. The manner and level of reimbursement in any
given case may depend on the site of care, the procedure(s) performed, the final patient diagnosis, the device(s) utilized, available
budget, or a combination of these factors, and coverage and payment levels are determined at each payor’s discretion. The
coverage policies and reimbursement levels of these third-party payors may impact the decisions of healthcare providers and facilities
regarding which medical products they purchase and the prices they are willing to pay for those products. Microbot cannot assure
you that its sales will not be impeded and its business harmed if third-party payors fail to provide reimbursement for Microbot
products that healthcare providers view as adequate.
In
the United States, Microbot expects that its product candidates, once approved, will be purchased primarily by medical institutions,
which then bill various third-party payors, such as the Centers for Medicare & Medicaid Services, or CMS, which administers
the Medicare program through Medicare Administrative Contractors, and other government health care programs and private insurance
plans, for the healthcare products and services provided to their patients. The process involved in applying for coverage and
incremental reimbursement from CMS is lengthy and expensive. Moreover, many private payors look to CMS in setting their reimbursement
policies and amounts. If CMS or other agencies limit coverage for procedures utilizing Microbot’s products or decrease or
limit reimbursement payments for doctors and hospitals utilizing Microbot’s products, this may affect coverage and reimbursement
determinations by many private payors.
If
a procedure involving a medical device is not reimbursed separately by a government or private insurer, then a medical institution
would have to absorb the cost of Microbot’s products as part of the cost of the procedure in which the products are used.
At this time, Microbot does not know the extent to which medical institutions would consider insurers’ payment levels adequate
to cover the cost of its products. Failure by hospitals and surgeons to receive an amount that they consider to be adequate reimbursement
for procedures in which Microbot products are used could deter them from purchasing Microbot products and limit sales growth for
those products.
Microbot
has no control over payor decision-making with respect to coverage and payment levels for its medical device product candidates,
once they are approved. Additionally, Microbot expects many payors to continue to explore cost-containment strategies (e.g., comparative
and cost-effectiveness analyses, so-called “pay-for-performance” programs implemented by various public government
health care programs and private third-party payors, and expansion of payment bundling initiatives, and other such methods that
shift medical cost risk to providers) that may potentially impact coverage and/or payment levels for Microbot’s current
product candidates or products Microbot develops in the future.
As
Microbot’s product offerings are used across diverse healthcare settings, they will be affected to varying degrees by the
different payment systems.
Clinical
outcome studies for the SCS may not provide sufficient data to make Microbot’s product candidates the standard of care.
Microbot’s
business plan relies on the broad adoption by surgeons of the SCS for primary shunt placement procedures to prevent shunt occlusions.
Although Microbot believes the occurrence of shunt occlusion complications is well known among physicians practicing in the relevant
medical fields, SCS may be adopted for replacement shunt surgeries only. Neurosurgeons may adopt SCS for primary shunt placement
procedures only upon additional clinical studies with longer follow up periods, if at all. It may also be necessary to provide
outcome studies on the preventative capabilities of the SCS in order to convince the medical community of its safety and efficacy.
Clinical studies may not show an advantage in SCS based procedures in a timely manner, or at all, and outcome studies have not
been designed at this time, and may be too large and too costly for Microbot to conduct. Both situations could prevent broad adoption
of the SCS and materially impact Microbot’s business.
Microbot
products may in the future be subject to mandatory product recalls that could harm its reputation, business and financial results.
The
FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event
of material deficiencies or defects in design or manufacture that could pose a risk of injury to patients. In the case of the
FDA, the authority to require a recall must be based on an FDA finding that there is a reasonable probability that the device
would cause serious injury or death, although in most cases this mandatory recall authority is not used because manufacturers
typically initiate a voluntary recall when a device violation is discovered. In addition, foreign governmental bodies have the
authority to require the recall of Microbot products in the event of material deficiencies or defects in design or manufacture.
Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated
or voluntary recall by Microbot or one of its distributors could occur as a result of component failures, manufacturing errors,
design or labeling defects or other deficiencies and issues. Recalls of any Microbot products would divert managerial and financial
resources and have an adverse effect on Microbot’s financial condition and results of operations, and any future recall
announcements could harm Microbot’s reputation with customers and negatively affect its sales. In addition, the FDA could
take enforcement action, including any of the following sanctions for failing to timely report a recall to the FDA:
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untitled
letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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detention
or seizure of Microbot products;
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operating
restrictions or partial suspension or total shutdown of production;
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refusing
or delaying requests for 510(k) clearance or premarket approval of new products or modified products;
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withdrawing
510(k) clearances or other types of regulatory authorizations -that have already been granted;
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refusing
to grant export approval for Microbot products; or
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criminal
prosecution.
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If
Microbot’s future commercialized products cause or contribute to a death or a serious injury, Microbot will be subject to
Medical Device Reporting regulations, which can result in voluntary corrective actions or agency enforcement actions.
Under
FDA regulations, Microbot will be required to report to the FDA any incident in which a marketed medical device product may have
caused or contributed to a death or serious injury or in which a medical device malfunctioned and, if the malfunction were to
recur, would likely cause or contribute to death or serious injury. In addition, all manufacturers placing medical devices in
European Union markets are legally bound to report any serious or potentially serious incidents involving devices they produce
or sell to the relevant authority in whose jurisdiction the incident occurred.
Microbot
anticipates that in the future it is likely that we may experience events that would require reporting to the FDA pursuant to
the Medical Device Reporting (MDR) regulations. Any adverse event involving a Microbot product could result in future voluntary
corrective actions, such as product actions or customer notifications, or agency actions, such as inspection, mandatory recall
or other enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending Microbot in a lawsuit,
will require the dedication of our time and capital, distract management from operating our business, and may harm our reputation
and financial results.
Microbot
could be exposed to significant liability claims if Microbot is unable to obtain insurance at acceptable costs and adequate levels
or otherwise protect itself against potential product liability claims.
The
testing, manufacture, marketing and sale of medical devices entail the inherent risk of liability claims or product recalls. Product
liability insurance is expensive and may not be available on acceptable terms, if at all. A successful product liability claim
or product recall could inhibit or prevent the successful commercialization of Microbot’s products, cause a significant
financial burden on Microbot, or both, which in any case could have a material adverse effect on Microbot’s business and
financial condition.
The
results of Microbot’s research and development efforts are uncertain and there can be no assurance of the commercial success
of Microbot’s product candidates.
Microbot
believe that its success will depend in part on its ability to expand its product offerings and continue to improve its existing
product candidates in response to changing technologies, customer demands and competitive pressures. As such, Microbot expects
to continue dedicating significant resources in research and development. The product candidates and services being developed
by Microbot may not be technologically successful. In addition, the length of Microbot’s product candidates and service
development cycle may be greater than Microbot originally expected.
Our
business strategy in part relies on identifying, acquiring and developing complementary technologies and products, which entails
risks which could negatively affect our business, operations and financial condition.
We
may pursue other acquisitions of businesses and technologies. Acquisitions entail numerous risks, including:
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difficulties
in the integration of acquired operations, services and products;
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failure
to achieve expected synergies;
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diversion
of management’s attention from other business concerns;
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assumption
of unknown material liabilities of acquired companies;
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amortization
of acquired intangible assets, which could reduce future reported earnings;
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potential
loss of clients or key employees of acquired companies; and
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dilution
to existing stockholders.
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As
part of our growth strategy, we may consider, and from time to time may engage in, discussions and negotiations regarding transactions,
such as acquisitions, mergers and combinations within our industry. The purchase price for possible acquisitions could be paid
in cash, through the issuance of common stock or other securities, borrowings or a combination of these methods.
We
cannot be certain that we will be able to identify, consummate and successfully integrate acquisitions, and no assurance can be
given with respect to the timing, likelihood or business effect of any possible transaction. For example, we could begin negotiations
that we subsequently decide to suspend or terminate for a variety of reasons. However, opportunities may arise from time to time
that we will evaluate. Any transactions that we consummate would involve risks and uncertainties to us. These risks could cause
the failure of any anticipated benefits of an acquisition to be realized, which could have a material adverse effect on our business,
financial condition, results of operations and prospects.
If
Microbot fails to retain certain of its key personnel and attract and retain additional qualified personnel, Microbot might not
be able to pursue its growth strategy effectively.
Microbot
is dependent on its senior management, in particular Harel Gadot, Microbot’s Chairman, President and Chief Executive Officer.
Although Microbot believes that its relationship with members of its senior management is positive, there can be no assurance
that the services of any of these individuals will continue to be available to Microbot in the future. Microbot’s future
success will depend in part on its ability to retain its management and scientific teams, to identify, hire and retain additional
qualified personnel with expertise in research and development and sales and marketing, and to effectively provide for the succession
of senior management, when necessary. Competition for qualified personnel in the medical device industry is intense and finding
and retaining qualified personnel with experience in the industry is very difficult. Microbot believes that there are only a limited
number of individuals with the requisite skills to serve in key positions at Microbot, particularly in Israel, and it competes
for key personnel with other medical equipment and technology companies, as well as research institutions.
Microbot
does not carry, and does not intend to carry, any key man life insurance policies on any of its existing executive officers.
Risks
Relating to International Business
If
Microbot fails to obtain regulatory clearances in other countries for its product candidates under development, Microbot will
not be able to commercialize these product candidates in those countries.
In
order for Microbot to market its product candidates in countries other than the United States, it must comply with the safety
and quality regulations in such countries.
In
Europe, these regulations, including the requirements for approvals, clearance or grant of Conformité Européenne,
or CE, Certificates of Conformity and the time required for regulatory review, vary from country to country. Failure to obtain
regulatory approval, clearance or CE Certificates of Conformity (or equivalent) in any foreign country in which Microbot plans
to market its product candidates may harm its ability to generate revenue and harm its business. Approval and CE marking procedures
vary among countries and can involve additional product testing and additional administrative review periods. The time required
to obtain approval or CE Certificate of Conformity in other countries might differ from that required to obtain FDA clearance.
The regulatory approval or CE marking process in other countries may include all of the risks detailed above regarding FDA clearance
in the United States. Regulatory approval or the CE marking of a product candidate in one country does not ensure regulatory approval
in another, but a failure or delay in obtaining regulatory approval or a CE Certificate of Conformity in one country may negatively
impact the regulatory process in others. Failure to obtain regulatory approval or a CE Certificate of Conformity in other countries
or any delay or setback in obtaining such approval could have the same adverse effects described above regarding FDA clearance
in the United States.
Microbot
cannot be certain that it will be successful in complying with the requirements of the CE Certificate of Conformity and receiving
a CE Mark for its product candidates or in continuing to meet the requirements of the Medical Devices Directive in the European
Economic Area (EEA).
Israel’s
Medical Devices Law generally requires the registration of all medical products with the Ministry of Health, or MOH, Registrar
through the submission of an application to the Ministry of Health Medical Institutions and Devices Licensing Department, or AMAR.
If the application includes a certificate issued by a competent authority of a “recognized” country, which includes
Australia, Canada, the European Community Member States, Japan or the United States, the registration process is expedited, but
is generally still expected to take 6 to 9 months for approval. If certification from a recognized country is not available, the
registration process takes significantly longer and a license is rarely issued under such circumstances, as the MOH may require
the presentation of significant additional clinical data. Once granted, a license (marketing authorization) for a medical device
is valid for five years from the date of registration of the device, except for implants with a life-supporting function, for
which the validity is for only two years from the date of registration. Furthermore, the holder of the license must meet several
additional requirements to maintain the license. Microbot cannot be certain that it will be successful in applying for a license
from the MOH for its product candidates.
Microbot
operations in international markets involve inherent risks that Microbot may not be able to control.
Microbot’s
business plan includes the marketing and sale of its proposed product candidates internationally, and specifically in Europe and
Israel. Accordingly, Microbot’s results could be materially and adversely affected by a variety of factors relating to international
business operations that it may or may not be able to control, including:
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adverse
macroeconomic conditions affecting geographies where Microbot intends to do business;
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foreign
currency exchange rates;
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political
or social unrest or economic instability in a specific country or region;
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higher
costs of doing business in certain foreign countries;
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infringement
claims on foreign patents, copyrights or trademark rights;
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difficulties
in staffing and managing operations across disparate geographic areas;
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difficulties
associated with enforcing agreements and intellectual property rights through foreign legal systems;
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trade
protection measures and other regulatory requirements, which affect Microbot’s ability to import or export its product
candidates from or to various countries;
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adverse
tax consequences;
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unexpected
changes in legal and regulatory requirements;
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military
conflict, terrorist activities, natural disasters and medical epidemics; and
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Microbot’s
ability to recruit and retain channel partners in foreign jurisdictions.
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Microbot’s
financial results may be affected by fluctuations in exchange rates and Microbot’s current currency hedging strategy may
not be sufficient to counter such fluctuations.
Microbot’s
financial statements are denominated in U.S. dollars and the financial results of the Company are denominated in U.S. dollars,
while a significant portion of Microbot’s business is conducted, and a substantial portion of its operating expenses are
payable, in currencies other than the U.S. dollar. Exchange rate fluctuations may have an adverse impact on Microbot’s future
revenues or expenses as presented in the financial statements. Microbot may in the future use financial instruments, such as forward
foreign currency contracts, in its management of foreign currency exposure. These contracts would primarily require Microbot to
purchase and sell certain foreign currencies with or for U.S. dollars at contracted rates. Microbot may be exposed to a credit
loss in the event of non-performance by the counterparties of these contracts. In addition, these financial instruments may not
adequately manage Microbot’s foreign currency exposure. Microbot’s results of operations could be adversely affected
if Microbot is unable to successfully manage currency fluctuations in the future.
Risks
Relating to Microbot’s Intellectual Property
Microbot’s
right to develop and commercialize its existing product candidates are subject to the terms and condition of a license granted
to Microbot by Technion Research and Development Foundation Ltd. and termination of the license with respect to one or both of
the technology platforms underlying the product candidates would result in Microbot ceasing its development efforts for the applicable
product candidate(s).
Microbot entered
into a license agreement with Technion Research and Development Foundation Ltd., or TRDF, in 2012 pursuant to which Microbot obtained
an exclusive, worldwide, royalty-bearing, sub-licensable license to certain patents and inventions relating to the SCS and TipCAT
technology platforms. Pursuant to the terms of the license agreement, in order to maintain the license with respect to each platform,
Microbot must use commercially reasonable efforts to develop products covered by the license, including meeting certain agreed
upon development milestones. TRDF has the option to terminate a license granted with respect a particular technology in the event
Microbot fails to meet a development milestone associated with such technology. Therefore, the failure to meet development milestones
may lead to a complete termination of the applicable license agreement and result in Microbot ceasing its development efforts
for the applicable product candidate. The milestones for SCS include commencing initial studies in humans by December 2019.
The milestones for TipCAT include commencing initial studies in humans by December 2019 and commencing a full clinical
trial, if necessary, by December 2020. Failure to meet any development milestone will give TRDF the right to terminate the license
with respect to the technology underlying the missed milestone. Although Microbot expects to meet the milestone requirements,
TRDF has demonstrated flexibility with respect to amending the terms of the license to extend the milestone dates, although we
can give no assurance at this time that TRDF will continue to be so flexible with respect to amending the terms of the license.
Under
the license agreement, Microbot is also subject to various other obligations, including obligations with respect to payment upon
the achievement of certain milestones and royalties on product sales. TRDF may terminate the license agreement under certain circumstances,
including material breaches by Microbot or under certain bankruptcy or insolvency events. In the case of termination of the license
by Microbot without cause or by TRDF for cause, TRDF has the right to receive a non-exclusive license from Microbot with respect
to improvements to the licensed technologies made by Microbot.
If
TRDF were to terminate the license agreement or if Microbot was to otherwise lose the ability to exploit the licensed patents,
Microbot’s competitive advantage could be reduced or terminated, and Microbot will likely not be able to find a source to
replace the licensed technology.
However,
if there is any future dispute between Microbot and TRDF regarding the respective parties’ rights under the license agreement,
Microbot’s ability to develop and commercialize the SCS and TipCAT may be materially harmed.
Microbot
may not meet its product candidates’ development and commercialization objectives in a timely manner or at all.
Microbot
has established internal goals, based upon expectations with respect to its technologies, which Microbot has used to assess its
progress toward developing its product candidates. These goals relate to technology and design improvements as well as to dates
for achieving specific development results. If the product candidates exhibit technical defects or are unable to meet cost or
performance goals, Microbot’s commercialization schedule could be delayed and potential purchasers of its initial commercialized
products may decline to purchase such products or may opt to pursue alternative products, which would materially harm its business.
Intellectual
property litigation and infringement claims could cause Microbot to incur significant expenses or prevent Microbot from selling
certain of its product candidates.
The
medical device industry is characterized by extensive intellectual property litigation. From time to time, Microbot might be the
subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive
to defend and divert the time and effort of Microbot’s management and operating personnel from other business issues. A
successful claim or claims of patent or other intellectual property infringement against Microbot could result in its payment
of significant monetary damages and/or royalty payments or negatively impact its ability to sell current or future products in
the affected category and could have a material adverse effect on its business, cash flows, financial condition or results of
operations.
If
Microbot or TRDF are unable to protect the patents or other proprietary rights relating to Microbot’s product candidates,
or if Microbot infringes on the patents or other proprietary rights of others, Microbot’s competitiveness and business prospects
may be materially damaged.
Microbot’s
success depends on its ability to protect its intellectual property (including its licensed intellectual property) and its proprietary
technologies. Microbot’s commercial success depends in part on its ability to obtain and maintain patent protection and
trade secret protection for its product candidates, proprietary technologies, and their uses, as well as its ability to operate
without infringing upon the proprietary rights of others.
Microbot
currently holds, through licenses or otherwise, an intellectual property portfolio that includes U.S. and international patents
and pending patents, and other patents under development. Microbot intends to continue to seek legal protection, primarily through
patents, including the TRDF licensed patents, for its proprietary technology. Seeking patent protection is a lengthy and costly
process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from
existing or pending patents will be sufficiently broad or strong to protect its proprietary technology. There is also no guarantee
that any patents Microbot holds, through licenses or otherwise, will not be challenged, invalidated or circumvented, or that the
patent rights granted will provide competitive advantages to Microbot. Microbot’s competitors have developed and may continue
to develop and obtain patents for technologies that are similar or superior to Microbot’s technologies. In addition, the
laws of foreign jurisdictions in which Microbot develops, manufactures or sells its product candidates may not protect Microbot’s
intellectual property rights to the same extent as do the laws of the United States.
Adverse
outcomes in current or future legal disputes regarding patent and other intellectual property rights could result in the loss
of Microbot’s intellectual property rights, subject Microbot to significant liabilities to third parties, require Microbot
to seek licenses from third parties on terms that may not be reasonable or favorable to Microbot, prevent Microbot from manufacturing,
importing or selling its product candidates, or compel Microbot to redesign its product candidates to avoid infringing third parties’
intellectual property. As a result, Microbot may be required to incur substantial costs to prosecute, enforce or defend its intellectual
property rights if they are challenged. Any of these circumstances could have a material adverse effect on Microbot’s business,
financial condition and resources or results of operations.
Microbot
has the first right, but not the obligation, to control the prosecution, maintenance or enforcement of the licensed patents from
TRDF. However, there may be situations in which Microbot will not have control over the prosecution, maintenance or enforcement
of the patents that Microbot licenses, or may not have sufficient ability to consult and input into the patent prosecution and
maintenance process with respect to such patents. If Microbot does not control the patent prosecution and maintenance process
with respect to the TRDF licensed patents, TRDF may elect to do so but may fail to take the steps that are necessary or desirable
in order to obtain, maintain and enforce the licensed patents.
Microbot’s
ability to develop intellectual property depends in large part on hiring, retaining and motivating highly qualified design and
engineering staff and consultants with the knowledge and technical competence to advance its technology and productivity goals.
To protect Microbot’s trade secrets and proprietary information, Microbot has entered into confidentiality agreements with
its employees, as well as with consultants and other parties. If these agreements prove inadequate or are breached, Microbot’s
remedies may not be sufficient to cover its losses.
Dependence
on patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to such rights
may result in Microbot’s payment of significant monetary damages or impact offerings in its product portfolios.
Microbot’s
long-term success largely depends on its ability to market technologically competitive product candidates. If Microbot fails to
obtain or maintain adequate intellectual property protection, it may not be able to prevent third parties from using its proprietary
technologies or may lose access to technologies critical to our product candidates. Also, Microbot currently pending or future
patent applications may not result in issued patents, and issued patents are subject to claims concerning priority, scope and
other issues.
Furthermore,
Microbot has not filed applications for all of our patents internationally and it may not be able to prevent third parties from
using its proprietary technologies or may lose access to technologies critical to its product candidates in other countries.
Risks
Relating to Operations in Israel
Microbot
has facilities located in Israel, and therefore, political conditions in Israel may affect Microbot’s operations and results.
Microbot
has facilities located in Israel. In addition, three of its seven directors (one of whom is also its Chief Operating Officer)
and its Chief Financial Officer, are residents of Israel. Accordingly, political, economic and military conditions in Israel will
directly or indirectly affect Microbot’s operations and results. Since the establishment of the State of Israel, a number
of armed conflicts have taken place between Israel and its Arab neighbors. An ongoing state of hostility, varying in degree and
intensity has led to security and economic problems for Israel. For a number of years there have been continuing hostilities between
Israel and the Palestinians. This includes hostilities with the Islamic movement Hamas in the Gaza Strip, which have adversely
affected the peace process and at times resulted in armed conflicts. Such hostilities have negatively influenced Israel’s
economy as well as impaired Israel’s relationships with several other countries. Israel also faces threats from Hezbollah
militants in Lebanon, from ISIS and rebel forces in Syria, from the government of Iran and other potential threats from additional
countries in the region. Moreover, some of Israel’s neighboring countries have recently undergone or are undergoing significant
political changes. These political, economic and military conditions in Israel could have a material adverse effect on Microbot’s
business, financial condition, results of operations and future growth.
Political
relations could limit Microbot’s ability to sell or buy internationally.
Microbot
could be adversely affected by the interruption or reduction of trade between Israel and its trading partners. Some countries,
companies and organizations continue to participate in a boycott of Israeli firms and others doing business with Israel, with
Israeli companies or with Israeli-owned companies operating in other countries. Foreign government defense export policies towards
Israel could also make it more difficult for us to obtain the export authorizations necessary for Microbot’s activities.
Also, over the past several years there have been calls in the United States, Europe and elsewhere to reduce trade with Israel.
There can be no assurance that restrictive laws, policies or practices directed towards Israel or Israeli businesses will not
have an adverse impact on Microbot’s business.
Israel’s
economy may become unstable.
From
time to time, Israel’s economy may experience inflation or deflation, low foreign exchange reserves, fluctuations in world
commodity prices, military conflicts and civil unrest. For these and other reasons, the government of Israel has intervened in
the economy employing fiscal and monetary policies, import duties, foreign currency restrictions, controls of wages, prices and
foreign currency exchange rates and regulations regarding the lending limits of Israeli banks to companies considered to be in
an affiliated group. The Israeli government has periodically changed its policies in these areas. Reoccurrence of previous destabilizing
factors could make it more difficult for Microbot to operate its business and could adversely affect its business.
Exchange
rate fluctuations between the U.S. dollar and the NIS currencies may negatively affect Microbot’s operating costs.
A
significant portion of Microbot’s expenses are paid in New Israeli Shekels, or NIS, but its financial statements are denominated
in U.S. dollars. As a result, Microbot is exposed to the risks that the NIS may appreciate relative to the U.S. dollar, or the
NIS instead devalues relative to the U.S. dollar, and the inflation rate in Israel may exceed such rate of devaluation of the
NIS, or that the timing of such devaluation may lag behind inflation in Israel. In any such event, the U.S. dollar cost of Microbot’s
operations in Israel would increase and Microbot’s U.S. dollar-denominated results of operations would be adversely affected.
Microbot cannot predict any future trends in the rate of inflation in Israel or the rate of devaluation (if any) of the NIS against
the U.S. dollar.
Microbot’s
primary expenses paid in NIS that are not linked to the U.S. dollar are employee expenses in Israel and lease payments on its
Israeli facility. If Microbot is unsuccessful in hedging against its position in NIS, a change in the value of the NIS compared
to the U.S. dollar could increase Microbot’s research and development expenses, labor costs and general and administrative
expenses, and as a result, have a negative impact on Microbot’s profits.
Funding
and other benefits provided by Israeli government programs may be terminated or reduced in the future and the terms of such funding
may have a significant impact on future corporate decisions.
Microbot
participates in programs under the auspices of the Israeli Innovation Authority, for which it receives funding for the development
of its technologies and product candidates. If Microbot fails to comply with the conditions applicable to this program, it may
be required to pay additional penalties or make refunds and may be denied future benefits. From time to time, the government of
Israel has discussed reducing or eliminating the benefits available under this program, and therefore these benefits may not be
available in the future at their current levels or at all.
Microbot’s
research and development efforts from inception until now have been financed in part through such Israeli Innovation Authority
royalty bearing grants in an aggregate amount of approximately $1,247,000 through December 31, 2018. With respect to such grants
Microbot is committed to pay royalties at a rate of between 3% to 3.5% on sales proceeds up to the total amount of grants received,
linked to the dollar, plus interest at an annual rate of USD LIBOR. In addition, as a recipient of Israeli Innovation Authority
grants, Microbot must comply with the requirements of the Israeli Encouragement of Industrial Research and Development Law, 1984,
or the R&D Law, and related regulations. Under the terms of the grants and the R&D Law, Microbot is restricted from transferring
any technologies, know-how, manufacturing or manufacturing rights developed using Israeli Innovation Authority grants outside
of Israel without the prior approval of Israeli Innovation Authority. Therefore, if aspects of its technologies are deemed to
have been developed with Israeli Innovation Authority funding, the discretionary approval of an Israeli Innovation Authority committee
would be required for any transfer to third parties outside of Israel of the technologies, know-how, manufacturing or manufacturing
rights related to such aspects. Furthermore, the Israeli Innovation Authority may impose certain conditions on any arrangement
under which it permits Microbot to transfer technology or development outside of Israel or may not grant such approvals at all.
If
approved, the transfer of Israeli Innovation Authority-supported technology or know-how outside of Israel may involve the payment
of significant fees, which will depend on the value of the transferred technology or know-how, the total amount Israeli Innovation
Authority funding received by Microbot, the number of years since the funding and other factors. These restrictions and requirements
for payment may impair Microbot’s ability to sell its technology assets outside of Israel or to outsource or transfer development
or manufacturing activities with respect to any product or technology outside of Israel. Furthermore, the amount of consideration
available to Microbot’s shareholders in a transaction involving the transfer of technology or know-how developed with Israeli
Innovation Authority funding outside of Israel (such as through a merger or other similar transaction) may be reduced by any amounts
that Microbot is required to pay to the Israeli Innovation Authority.
Some
of Microbot’s employees and officers are obligated to perform military reserve duty in Israel.
Generally,
Israeli adult male citizens and permanent residents are obligated to perform annual military reserve duty up to a specified age.
They also may be called to active duty at any time under emergency circumstances, which could have a disruptive impact on Microbot’s
workforce.
It
may be difficult to enforce a non-Israeli judgment against Microbot or its officers and directors.
The
operating subsidiary of the Company is incorporated in Israel. Some of Microbot’s executive officers and directors are not
residents of the United States, and a substantial portion of Microbot’s assets and the assets of its executive officers
and directors are located outside the United States. Therefore, a judgment obtained against Microbot, or any of these persons,
including a judgment based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the
United States and may not necessarily be enforced by an Israeli court. It also may be difficult to affect service of process on
these persons in the United States or to assert U.S. securities law claims in original actions instituted in Israel. Additionally,
it may be difficult for an investor, or any other person or entity, to initiate an action with respect to U.S. securities laws
in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel
is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim,
it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content
of applicable U.S. law often involves the testimony of expert witnesses, which can be a time consuming and costly process. Certain
matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters
described above. As a result of the difficulty associated with enforcing a judgment against Microbot in Israel, it may be impossible
to collect any damages awarded by either a U.S. or foreign court.
Risks
Relating to Microbot’s Securities, Governance and Other Matters
If
we fail to comply with the continued listing requirements of The Nasdaq Capital Market, our common stock may be delisted and the
price of our common stock and our ability to access the capital markets could be negatively impacted.
Our
common stock is currently listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy minimum financial
and other continued listing requirements and standards, including those regarding director independence and independent committee
requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can
be no assurances that we will be able to comply with the applicable listing standards. In 2018, we effected a 1:15 reverse stock
split to address our stock price falling below the minimum share price required by Nasdaq. Failure to meet applicable Nasdaq continued
listing standards could result in a delisting of our common stock. A delisting of our common stock from The Nasdaq Capital Market
could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our
common stock. In addition, delisting could harm our ability to raise capital on terms acceptable to us, or at all, and may result
in the potential loss of confidence by investors, employees and fewer business opportunities. Additionally, if we are not eligible
for quotation or listing on another exchange, trading of our common stock could be conducted only in the over-the-counter market
or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such
event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, and there would
likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common
stock to decline further.
We
do not expect to pay cash dividends on our common stock.
We
anticipate that we will retain our earnings, if any, for future growth and therefore do not anticipate paying cash dividends on
our Common Stock in the future. Investors seeking cash dividends should not invest in our Common Stock for that purpose.
Anti-takeover
provisions in the Company’s charter and bylaws under Delaware law may prevent or frustrate attempts by stockholders to change
the board of directors or current management and could make a third-party acquisition of the Company difficult.
Provisions
in the Company’s certificate of incorporation and bylaws may delay or prevent an acquisition or a change in management.
These provisions include a classified board of directors. In addition, because the Company is incorporated in Delaware, it is
governed by the provisions of Section 203 of the DGCL, which prohibits stockholders owning in excess of 15% of outstanding voting
stock from merging or combining with the Company. Although the Company believes these provisions collectively will provide for
an opportunity to receive higher bids by requiring potential acquirors to negotiate with the Company’s board of directors,
they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate
or prevent any attempts by the Company’s stockholders to replace or remove then current management by making it more difficult
for stockholders to replace members of the board of directors, which is responsible for appointing members of management.
The
market price for our Common Stock may be volatile.
The
market price for our Common Stock may be volatile and subject to wide fluctuations in response to factors including the following:
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actual
or anticipated fluctuations in our quarterly or annual operating results;
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changes
in financial or operational estimates or projections;
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conditions
in markets generally;
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●
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changes
in the economic performance or market valuations of companies similar to ours;
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●
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announcements
by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
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●
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our
intellectual property position; and
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●
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general
economic or political conditions in the United States, Israel or elsewhere.
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In
addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related
to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market
price of shares of our Common Stock.
The
issuance of shares upon exercise of outstanding warrants and options could cause immediate and substantial dilution to existing
stockholders.
The
issuance of shares upon exercise of warrants and options could result in substantial dilution to the interests of other stockholders
since the holders of such securities may ultimately convert and sell the full amount issuable on conversion.
We
are subject to litigation and may be subject to similar or other litigation in the future, which may divert management’s
attention and have a material adverse effect on our business, financial condition and results of operations.
We were named as
the defendant in a lawsuit, which we refer to as the Matter, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility
Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York,
County of New York (the “Court”) (Index No. 654581/2017). The complaint alleged, among other things, that we breached
multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to our
June 8, 2017 equity financing, or the Financing, of which the Plaintiffs participated. The complaint sought rescission of the
SPA and return of the Plaintiffs’ $3,375,000 purchase price with respect to the Financing, and damages in an amount to be
determined at trial, but alleged to exceed $1 million. A trial was held on February 11, 2019. On February 28, 2019, the Court
issued a Decision and Order After Trial to rescind the SPA. The rescission would require the Plaintiffs to transfer back to us
the shares they purchased in the Financing, and for us to return to Plaintiffs their purchase price of $3.375 million. On March
27, 2019, the Company filed a Notice of Appeal and an Undertaking to stay execution of the judgment pending appeal.
However, management is unable to assess the likelihood that we would be successful in the appeal. Accordingly, no assurance can
be given that any adverse outcome would not be material to our consolidated financial position. Additionally, in the event we
lose our appeals, we will likely be required to use the proceeds from recent offerings or available cash towards payment of damages
and interest on the damages from the date of the decision to the Plaintiffs, and to the Other Investors described below
if and to the extent they bring similar lawsuits against us and prevail or if we settle the Sabby litigation, that we otherwise
would have used to build our business and develop our technologies into commercial products. In such event, we would be required
to raise additional capital sooner than we otherwise would, of which we can give no assurance of success.
On
April 4, 2018, we entered into a Tolling and Standstill Agreement with Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery
Tax Efficient II LP, and Hudson Bay Master Fund, Ltd., the other investors in the Financing, of whom we refer to as the Other
Investors. Pursuant to the Tolling Agreement, among other things, (a) the Other Investors agree not to bring any claims against
us arising out of the Matter, (b) the parties agree that if we reach an agreement to settle the claims asserted by the Sabby Funds
in the above suit, we will provide the same settlement terms on a pro rata basis to the Other Investors, and the Other 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 suit is executed; (ii) a judgment in the
suit is obtained; or (iii) the suit is otherwise dismissed with prejudice.
Item
1B.
Unresolved Staff Comments
Not
Applicable.
Item
2.
Description of Property.
Microbot’s
principal executive office is located at 25 Recreation Drive, Unit 108, Hingham, MA 02043. Microbot also occupies facilities in
premises of approximately 6,000 square feet at 8 Hatochen Street, 3
rd
Floor, Caesarea, Israel. This facility is expected
to provide the space and infrastructure necessary to accommodate its development work based on its current operating plan. Microbot
does not own any real property.
Item
3.
Legal Proceedings.
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time
to time that may harm business.
Sabby Litigation
We were named as
the defendant in a lawsuit, which we refer to as the Matter, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility
Warrant Master Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York,
County of New York (the “Court”) (Index No. 654581/2017). The complaint alleged, among other things, that we breached
multiple representations and warranties contained in the Securities Purchase Agreement (the “SPA”) related to our
June 8, 2017 equity financing, or the Financing, of which the Plaintiffs participated. The complaint sought rescission of the
SPA and return of the Plaintiffs’ $3,375,000 purchase price with respect to the Financing, and damages in an amount to be
determined at trial, but alleged to exceed $1 million. A trial was held on February 11, 2019. On February 28, 2019, the Court
issued a Decision and Order After Trial to rescind the SPA. The rescission would require the Plaintiffs to transfer back to us
the shares they purchased in the Financing, and for us to return to Plaintiffs their purchase price of $3.375 million. On March
27, 2019, the Company filed a Notice of Appeal and an Undertaking to stay execution of the judgment pending appeal. However,
management is unable to assess the likelihood of the likelihood that we would be successful in the appeal. Accordingly, no assurance
can be given that any adverse outcome would not be material to our consolidated financial position. Additionally, in the event
we lose our appeals, we will likely be required to use the proceeds from recent offerings or available cash towards payment of
damages and interest on the damages from the date of the decision to the Plaintiffs, and to the Other Investors described
below if and to the extent they bring similar lawsuits against us and prevail or if we settle the Sabby litigation, that we otherwise
would have used to build our business and develop our technologies into commercial products. In such event, we would be required
to raise additional capital sooner than we otherwise would, of which we can give no assurance of success.
On
April 4, 2018, we entered into a Tolling and Standstill Agreement with Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery
Tax Efficient II LP, and Hudson Bay Master Fund, Ltd., the other investors in the Financing, of whom we refer to as the Other
Investors. Pursuant to the Tolling Agreement, among other things, (a) the Other Investors agree not to bring any claims against
us arising out of the Matter, (b) the parties agree that if we reach an agreement to settle the claims asserted by the Sabby Funds
in the above suit, we will provide the same settlement terms on a pro rata basis to the Other Investors, and the Other 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 suit is executed; (ii) a judgment in the
suit is obtained; or (iii) the suit is otherwise dismissed with prejudice.
Potential
Litigation Under 15 U.S.C. §78p(b)
We intend to bring an action against a former shareholder for recovery of short swing profits under 15
U.S.C. §78p(b). As of the time of filing this Annual Report on Form 10-K, we have not yet filed the complaint or initiated
the action, but we intend to do so shortly after such date.
Other
than the foregoing, we are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently
aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that
would have a material adverse effect on us or our business.
Item
4.
Mine Safety Disclosures
.
Not
applicable.
PART
II
Item
5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our
common stock is listed on the NASDAQ Capital Market under the symbol “MBOT” since November 29, 2016. Prior to that,
our common stock was traded under the symbol “STEM.” The following table sets forth for the periods indicated, the
high and low closing prices of our common stock on the NASDAQ Capital Market.
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High
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Low
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Year Ended December 31, 2019:
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1
st
Quarter (through
March 28, 2019)
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$
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19.40
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$
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1.62
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High
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Low
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Year Ended December 31, 2018:
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1
st
Quarter
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$
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17.25
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$
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9.97
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2
nd
Quarter
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15.29
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8.69
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3
rd
Quarter
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11.55
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5.47
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4
th
Quarter
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8.30
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1.38
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High
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Low
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Year Ended December 31, 2017:
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1
st
Quarter
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$
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8.64
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$
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4.41
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2
nd
Quarter
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5.43
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1.42
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3
rd
Quarter
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1.5
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1.00
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4
th
Quarter
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1.42
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1.02
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As of March 28, 2019, there were approximately
167 holders of record of our common stock, and the closing sales price of our common stock as reported on the NASDAQ Capital
Market was $7.63.
Dividend
Policy
We
have never paid cash dividends on our common stock and we do not anticipate paying cash dividends on common stock in the foreseeable
future. The payment of dividends on our common stock will depend on earnings, financial condition, debt covenants in place, and
other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay
dividends, our common stock may be less valuable because a return on a stockholders’ investment will only occur if our stock
price appreciates.
Equity
Compensation Plan Information Table
The
following table provides information about shares of our common stock that may be issued upon the exercise of options under all
of our existing compensation plans as of December 31, 2018.
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|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted-average
exercise price of outstanding options, warrants and rights
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Number
of securities remaining available for future issuance
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Plan Category
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|
Equity compensation plans
approved by security holders 2017 Equity Incentive Plan
|
|
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257,920
|
|
|
$
|
16.43
|
|
|
|
225,409
|
|
|
|
|
|
|
|
|
|
|
|
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Equity compensation plans not approved
by security holders:
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|
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|
|
|
|
|
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|
Microbot Israel
Employee Stock Option Plan(1)
|
|
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62,542
|
|
|
$
|
0.0
|
|
|
|
-
|
|
Stock
Options (2)
|
|
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77,846
|
|
|
$
|
4.2
|
|
|
|
-
|
|
Total
|
|
|
398,308
|
|
|
|
|
|
|
|
225,409
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(1)
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Such
options were originally issued by Microbot Israel under its Employee Stock Option Plan, and represented the right to purchase
an aggregate of 500,000 of Microbot Israel’s ordinary shares. As of the effective time of the Merger, such options were
retroactively adjusted to reflect the Merger and now represent the right to purchase shares of our common stock.
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(2)
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Such
options were originally issued by Microbot Israel to MEDX Ventures Group LLC, of which Mr. Gadot is the Chief Executive Officer,
Company Group Chairman and majority equity owner, and represented the right to purchase an aggregate of 403,592 of Microbot
Israel’s ordinary shares. As of the effective time of the Merger, such options were retroactively adjusted to reflect
the Merger and now represent the right to purchase shares of our common stock.
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Item
6.
Selected Financial Data.
This
item is not required for a smaller reporting company.
Item
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward
Looking Statements
Certain
information contained in this MD&A includes “forward-looking statements.” Statements which are not historical
reflect our current expectations and projections about our future results, performance, liquidity, financial condition and results
of operations, prospects and opportunities and are based upon information currently available to us and our management and their
interpretation of what is believed to be significant factors affecting our existing and proposed business, including many assumptions
regarding future events. Actual results, performance, liquidity, financial condition and results of operations, prospects and
opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking
statements as a result of various risks, uncertainties and other factors, including those risks described in detail in the section
of this Annual Report on Form 10-K entitled “Risk Factors” as well as elsewhere in this Annual Report.
Forward-looking
statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable
by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,”
“expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,”
or “project” or the negative of these words or other variations on these words or comparable terminology.
In
light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no
assurance that the forward-looking statements contained in this section and elsewhere in this Annual Report on Form 10-K will
in fact occur. Potential investors should not place undue reliance on any forward-looking statements. Except as expressly required
by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as
a result of new information, future events, changed circumstances or any other reason.
Overview
Microbot
is a pre-clinical medical device company specializing in the research, design and development of next generation robotic endoluminal
surgery devices targeting the minimally invasive surgery space. Microbot is primarily focused on leveraging its micro-robotic
technologies with the goal of improving surgical outcomes for patients.
Microbot’s
current technological platforms, ViRob
TM
, CardioSert
TM
and TipCAT
TM
, are comprised of proprietary
innovative technologies. Using the ViRob platform, Microbot is currently developing its first product candidate: the Self Cleaning
Shunt, or SCS
TM
, for the treatment of hydrocephalus and Normal Pressure Hydrocephalus, or NPH. Although the SCS utilizes
one of our platforms, we are focused on the development of a Multi Generation Pipeline Portfolio utilizing all three of our proprietary
technologies.
Microbot
has a patent portfolio of 30 issued/allowed patents and 21 patent applications pending worldwide.
Technological
Platforms
ViRob
The
ViRob is an autonomous crawling micro-robot which can be controlled remotely or within the body. Its miniature dimensions are
expected to allow it to navigate and crawl in different natural spaces within the human body, including blood vessels, the digestive
tract and the respiratory system as well as artificial spaces such as shunts, catheters, ports, etc. Its unique structure is expected
to give it the ability to move in tight spaces and curved passages as well as the ability to remain within the human body for
prolonged time. The SCS product was developed using the ViRob technology.
CardioSert
On
May 25, 2018, Microbot acquired a patent-protected technology from CardioSert Ltd., a privately-held medical device company based
in Israel. The CardioSert technology contemplates a combination of a guidewire and microcatheter, technologies that are broadly
used for surgery within a tubular organ or structure such as a blood vessel or duct. The CardioSert technology features a unique
guidewire delivery system with steering and stiffness control capabilities which when developed is expected to give the physician
the ability to control the tip curvature, to adjust tip load to varying degrees of stiffness in a gradually continuous manner.
The CardioSert technology was originally developed to support interventional cardiologists in crossing chronic total occlusions
(CTO) during percutaneous coronary intervention (PCI) procedures and has the potential to be used in other spaces and applications,
such as peripheral intervention, and neurosurgery. CardioSert was part of a technological incubator supported by the Israel Innovation
Authorities (formerly known as the Office of the Chief Scientist, or OCS), and a device based on the technology has successfully
completed pre-clinical testing.
TipCAT
The
TipCAT is a disposable self-propelled locomotive device that is specially designed to advance in tubular anatomies. The TipCAT
is a mechanism comprising a series of interconnected balloons at the device’s tip that provides the TipCAT with its forward
locomotion capability. The device can self-propel within natural tubular lumens such as the blood vessels, respiratory and the
urinary and GI tracts. A single channel of air/fluid supply sequentially inflates and deflates a series of balloons creating an
inchworm like forward motion. The TipCAT maintains a standard working channel for treatments. Unlike standard access devices such
as guidewires, catheters for vascular access and endoscopes, the TipCAT does not need to be pushed into the patient’s lumen
using external pressure; rather, it will gently advance itself through the organ’s anatomy. As a result, the TipCAT is designed
to be able to reach every part of the lumen under examination regardless of the topography, be less operator dependent, and greatly
reduce the likelihood of damage to lumen structure. The TipCAT thus offers functionality features equivalent to modern tubular
access devices, along with advantages associated with its physiologically adapted self-propelling mechanism, flexibility, and
design. Microbot is no longer pursuing the development of the TipCAT as a colonoscopy tool but is currently exploring the use
of the TipCAT for minimally invasive endovascular neurosurgical applications.
Financial
Operations Overview
Research
and Development Expenses
Research
and development expenses consist primarily of salaries and related expenses and overhead for Microbot’s research, development
and engineering personnel, prototype materials and research studies, obtaining and maintaining Microbot’s patent portfolio.
Microbot expenses its research and development costs as incurred.
General
and Administrative Expenses
General
and administrative expenses consist primarily of the costs associated with management costs, professional fees for accounting,
auditing, consulting and legal services, and allocated overhead expenses.
Microbot
expects that its general and administrative expenses may increase in the future as it expands its operating activities, maintains
and expands its patent portfolio and incurs additional costs associated with the Merger, the preparation of becoming a public
company and maintaining compliance with exchange listing and SEC requirements. Microbot expects these potential increases will
likely include management costs, legal fees, accounting fees, directors’ and officers’ liability insurance premiums
and expenses associated with investor relations.
Income
Taxes
Microbot
has incurred net losses and has not recorded any income tax benefits for the losses. It is still in its development stage and
has not yet generated revenues, therefore, it is more likely than not that sufficient taxable income will not be available for
the tax losses to be fully utilized in the future.
Critical
Accounting Policies and Significant Judgments and Estimates
Microbot’s
management’s discussion and analysis of its financial condition and results of operations are based on its financial statements,
which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial
statements requires Microbot to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses
and the disclosure of contingent assets and liabilities at the date of the financial statements. On an ongoing basis, Microbot
evaluates its estimates and judgments, including those related to accrued research and development expenses. Microbot bases its
estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions
or conditions.
While
Microbot’s significant accounting policies are described in more detail in the notes to its financial statements, Microbot
believes the following accounting policies are the most critical for fully understanding and evaluating its financial condition
and results of operations.
Fair
Value of Financial Instruments
The
Company measures the fair value of certain of its financial instruments (such as the derivative warrant liabilities) on a recurring
basis.
A
fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets
and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
|
●
|
Level
1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.
|
|
|
|
|
●
|
Level
2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar
assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or
can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
●
|
Level
3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities.
|
Foreign
Currency Translation
Microbot’s
functional currency is the U.S. dollars, and its reporting currency is the U.S. dollar.
Government
Grant and Input Tax Credit Recoveries
Microbot
from time to time has received, and may in the future continue to receive, grants from the Israeli Innovation Authority to cover
eligible company expenditures. These are presented as other income in the statement of operations and comprehensive loss as the
grant funds are used for or applied towards a number of Microbot’s operating expenses, such as salaries and benefits, research
and development and professional and consulting fees. The recoveries are recognized in the corresponding period when such expenses
are incurred.
Research
and Development Expenses
Microbot
recognizes research and development expenses as incurred, typically estimated based on an evaluation of the progress to completion
of specific tasks using data such as clinical site activations, manufacturing steps completed, or information provided by vendors
on their actual costs incurred. Microbot determines the estimates by reviewing contracts, vendor agreements and purchase orders,
and through discussions with internal clinical personnel and external service providers as to the progress or stage of completion
of trials or services and the agreed-upon fee to be paid for such services. These estimates are made as of each balance sheet
date based on facts and circumstances known to Microbot at that time. If the actual timing of the performance of services or the
level of effort varies from the estimate, Microbot will adjust the estimate accordingly. Nonrefundable advance payments for goods
and services, including fees for process development or manufacturing and distribution of clinical supplies that will be used
in future research and development activities, are capitalized as prepaid expenses and recognized as expense in the period that
the related goods are consumed or services are performed.
Microbot
may pay fees to third-parties for manufacturing and other services that are based on contractual milestones that may result in
uneven payment flows. There may be instances in which payments made to vendors will exceed the level of services provided and
result in a prepayment of the research and development expense.
Results
of Operations
Comparison
of Years Ended December 31, 2018 and 2017
The
following table sets forth the key components of Microbot’s results of operations for the years ended December 31, 2018
and 2017 (in thousands):
|
|
Years
Ended December 31,
|
|
|
|
|
|
|
2018
|
|
|
2017
|
|
|
Increase/(Decrease)
|
|
Research and development
expenses
|
|
$
|
2,515
|
|
|
$
|
1,100
|
|
|
$
|
1,415
|
|
General and administrative expenses
|
|
|
4,729
|
|
|
|
4,167
|
|
|
|
562
|
|
Financing (income) expenses, net
|
|
|
(4
|
)
|
|
|
2,322
|
|
|
|
2,326
|
|
Research
and Development Expenses
. Microbot’s research and development expenses were approximately $2,515,000 for the year ended
December 31, 2018, compared to approximately $1,100,000 for the same period in 2017. The increase in research and development
expenses of approximately $1,415,000 in 2018 was primarily due to an increase in payroll, stock-based compensation, professional
services and patents expenses. Microbot expects its research and development expenses to increase over time as Microbot advances
its development programs and begins pre-clinical and clinical trials for the SCS.
General
and Administrative Expenses
. General and administrative expenses were approximately $4,729,000 for the year ended December
31, 2018, compared to approximately $4,167,000 for the same period in 2017. The substantial increase in general and administrative
expenses of approximately $562,000 in 2018 was primarily due to share-based compensation of $907,000, offset by lower public relations
and other professional service fees. Microbot believes its general and administrative expenses may increase over time as it advances
its programs, increases its headcount and operating activities and incurs expenses associated with being a public company.
Financing
Expenses
. Financing income was approximately $4,000 for the year ended December 31, 2018, compared to expenses of approximately
$2,322,000 for the same period in 2017. The net decrease in financial expenses was primarily due to revaluation and extinguishment
of the convertible note and change in fair value of derivative warrant liabilities.
Liquidity
and Capital Resources
Microbot
has incurred losses since inception and negative cash flows from operating activities for the years ended December 31, 2018 and
2017. As of December 31, 2018, Microbot had a net working capital of approximately $1,071,000, consisting primarily of cash and
cash equivalents. Microbot anticipates that it will continue to incur net losses for the foreseeable future as it continues research
and development efforts of its product candidates, hires additional staff, including clinical, scientific, operational, financial
and management personnel, and incurs additional costs associated with being a public company.
Microbot
has funded its operations through the issuance of capital stock, grants from the Israeli Innovation Authority, and convertible
debt. Since inception (November 2010) through December 31, 2018, Microbot has raised gross cash proceeds of approximately $18,000,000,
and incurred a total cumulative loss of approximately $27,864,000.
On
January 14, 2019, the Company entered into a Securities Purchase Agreement with an accredited institutional investor providing
for the issuance and sale by the Company to the purchaser of an aggregate of (i) 330,000 shares of the Company’s common
stock, at a purchase price per share of $6.50 and (ii) 125,323 pre-funded warrants each to purchase one share of common stock,
at a purchase price per Pre-Funded Warrant of $6.49. The gross proceeds to the Company were approximately $3.0 million. The closing
of the offering took place on January 15, 2019. The pre-funded warrants were exercised in full in January 2019.
On
January 15, 2019, the Company entered into a Securities Purchase Agreement with certain accredited institutional investors providing
for the issuance and sale by the Company to the purchasers of an aggregate of 590,000 shares of the Company’s common stock,
at a purchase price per share of $10.00. The gross proceeds to the Company were approximately $5.9 million. The closing of the
offering took place on January 17, 2019.
On
January 23, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for
the issuance and sale by the Company to the purchasers of an aggregate of 250,000 shares of the Company’s common stock,
at a purchase price per share of $9.875. The gross proceeds to the Company were approximately $2.47 million. The closing of the
offering took place on January 25, 2019.
In
November 2017, Microbot was awarded an additional non-dilutive grant of up to 2,610,000 Israeli New Shekels (approximately $735,000)
from the Israel Innovation Authority. The grant provides additional sources to be utilized by Microbot for the continued development
of the Self-Cleaning Shunt for the treatment of hydrocephalus and Normal Pressure Hydrocephalus. The grant funds may be used for
or applied towards a number of research and development expenses, such as employees’ salaries, research and development
expenses (including materials, as well as professional and consulting fees. The recoveries are recognized in the corresponding
period when such expenses are incurred. With respect to such grant, Microbot is committed to pay royalties, as, if and when it
successfully commercializes the SCS and generates revenue from sales of the SCS, at a rate of between 3% to 3.5% on sales proceeds
up to the total amount of grants received, linked to the dollar, plus interest at an annual rate of USD LIBOR. Under the terms
of the grant and applicable law, Microbot is restricted from transferring any technologies, know-how, manufacturing or manufacturing
rights developed using the grant outside of Israel without the prior approval of the Israel Innovation Authority. Microbot has
no obligation to repay the grant, if the SCS project fails, is unsuccessful or aborted before any sales are generated. The financial
risk is assumed completely by the IIA.
Microbot
believes that its net cash will be sufficient to fund its operations for at least 12 months and fund operations necessary to continue
development activities of the SCS and TipCAT.
Microbot
plans to continue to fund its research and development and other operating expenses, other development activities relating to
additional product candidates, and the associated losses from operations, through future issuances of debt and/or equity securities
and possibly additional grants from the Israeli Innovation Authority. The capital raises from issuances of convertible debt and
equity securities could result in additional dilution to Microbot’s shareholders. In addition, to the extent Microbot determines
to incur additional indebtedness, Microbot’s incurrence of additional debt could result in debt service obligations and
operating and financing covenants that would restrict its operations. Microbot can provide no assurance that financing will be
available in the amounts it needs or on terms acceptable to it, if at all. If Microbot is not able to secure adequate additional
working capital when it becomes needed, it may be required to make reductions in spending, extend payment terms with suppliers,
liquidate assets where possible and/or suspend or curtail planned research programs. Any of these actions could materially harm
Microbot’s business.
Cash
Flows
The
following table provides a summary of the net cash flow activity for each of the periods set forth below (in thousands):
|
|
Years
ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
Net cash used in operating
activities
|
|
$
|
(4,916
|
)
|
|
$
|
(4,856
|
)
|
Net cash used in investing activities
|
|
|
(223
|
)
|
|
|
(58
|
)
|
Net cash (used)
provided by financing activities
|
|
|
(412
|
)
|
|
|
13,019
|
|
Net (decrease)
increase in cash and cash equivalents
|
|
$
|
(5,551
|
)
|
|
$
|
8,105
|
|
Comparison
of the Years Ended December 31, 2018 and 2017
Cash
used in operating activities for the year ended December 31, 2018 was approximately $4,916,000, calculated by adjusting net loss
from operations by approximately $2,376,000 to eliminate non-cash and expense items not involving cash flows such as depreciation
and accumulated interest on convertible loans, as well as other changes in current assets and liabilities resulting in non-cash
adjustments in the income statement. Cash used in operating activities for the year ended December 31, 2017 was approximately
$4,856,000, similarly adjusted by approximately $2,733,000. Net cash used by investing activities of approximately $223,000 for
the year ended December 31, 2018 consisted of leasehold improvement moving to new offices in Israel compared to approximately
$58,000 in the year ended December 31, 2017. Net cash used by financing activities of approximately $412,000 for the year ended
December 31, 2018 consisted of deferred expenses relating to issuance of common stock compared to approximately $13,019,000 in
the year ended December 31, 2017.
Off
Balance Sheet Arrangements
Microbot
has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item
7A.
Quantitative and Qualitative Disclosures About Market Risk.
Interest
Rate Risk
Microbot’s
cash and cash equivalents as of December 31, 2018 consisted of readily available checking and money market funds. Microbot’s
primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest
rates. However, because of the short-term nature of the instruments in Microbot’s portfolio, a sudden change in market interest
rates would not be expected to have a material impact on Microbot’s financial condition and/or results of operations. Microbot
does not believe that its cash or cash equivalents have significant risk of default or illiquidity. While Microbot believes its
cash and cash equivalents do not contain excessive risk, Microbot cannot provide absolute assurance that in the future its investments
will not be subject to adverse changes in market value. In addition, Microbot maintains significant amounts of cash and cash equivalents
at one or more financial institutions that are in excess of federally insured limits.
Foreign
Exchange Risks
Our
financial statements are denominated in U.S. dollars and financial results are denominated in U.S. dollars, while a significant
portion of our business is conducted, and a substantial portion of our operating expenses are payable, in currencies other than
the U.S. dollar.
Exchange
rate fluctuations may have an adverse impact on our future revenues, if any, or expenses as presented in the financial statements.
We may in the future use financial instruments, such as forward foreign currency contracts, in its management of foreign currency
exposure. These contracts would primarily require us to purchase and sell certain foreign currencies with or for U.S. dollars
at contracted rates. We may be exposed to a credit loss in the event of non-performance by the counterparties of these contracts.
In addition, these financial instruments may not adequately manage our foreign currency exposure. Our results of operations could
be adversely affected if we are unable to successfully manage currency fluctuations in the future.
Effects
of Inflation
Inflation
generally affects Microbot by increasing its clinical trial costs. Microbot does not believe that inflation and changing prices
had a significant impact on its results of operations for any periods presented herein.
Item
8.
Financial Statements and Supplementary Data.
The
consolidated financial statements and supplementary data required by this item are included in this Annual Report on Form 10-K
immediately following Part IV and are incorporated herein by reference.
Item
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item
9A.
Controls and Procedures.
Disclosure
Controls and Procedures
. We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of our Chief
Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2018. Based
on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with the management of the Company,
have determined that as of December 31, 2018, the disclosure controls and procedures were effective to provide reasonable assurance
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable
assurance that such information is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Management’s
Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining
effective internal control over financial reporting (as defined in Rule 13a – 15(f) of the Exchange Act). There are inherent
limitations to the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding
of controls. Accordingly, even effective internal controls can provide only reasonable assurance with respect to financial statement
preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. We have assessed
the effectiveness of our internal controls over financial reporting (as defined in Rule 13a -15(f) of the Exchange Act) as of
December 31, 2018, and have concluded that, as of December 31, 2018, our internal control over financial reporting was effective.
This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual
report.
Changes
in Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting, identified
in connection with the evaluation of such internal control that occurred during our last fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Item
9B.
Other Information.
None.
PART
III
Item
10.
Directors, Executive Officers, and Corporate Governance.
Board
of Directors
We
currently have six directors serving on our Board of Directors (our “Board”). The Board currently consists of Harel
Gadot, Yoav Waizer, Yoseph Bornstein, Scott Burell, Martin Madden and Prattipati Laxminarain.
Messrs.
Gadot, Waizer and Madden are Class I directors whose terms expire at the Company’s 2019 annual meeting of stockholders.
Mr. Burell is a Class II director whose term expires at the Company’s 2020 annual meeting of stockholders. Messrs. Bornstein
and Laxminarain are Class III directors whose terms expire at the Company’s 2021 annual meeting of stockholders.
The
following table lists the names, ages and positions of the individuals who serve as executive officers and directors of the Company,
as of March 28, 2019:
Name
|
|
Age
|
|
Position
|
Harel
Gadot
|
|
47
|
|
President,
Chief Executive Officer and Chairman of the Board of Directors
|
Yoav
Waizer
|
|
54
|
|
Director
|
Yoseph
Bornstein
|
|
60
|
|
Director
|
Scott
Burell
|
|
54
|
|
Director
|
Martin
Madden
|
|
58
|
|
Director
|
Prattipati
Laxminarain
|
|
61
|
|
Director
|
Harel
Gadot
, became President, Chief Executive Officer and Chairman of the Company’s Board following the consummation of the
merger of C&RD Israel Ltd, a wholly owned subsidiary of the Company, with and into Microbot Medical Ltd. (“Microbot
Israel”), with Microbot Israel surviving as a wholly owned subsidiary of the Company (the “Merger”). Mr. Gadot
is a co-founder of Microbot Israel and has served as Microbot Israel’s Chief Executive Officer since Microbot Israel was
founded in November 2010. He has been the Chairman of Microbot Israel’s board of directors since July 2014. He also serves
as the Chairman of XACT Robotics Ltd., an Israel-based private company seeking to develop a novel platform technology for robotic
needle steering in minimally invasive interventional procedures such as biopsies and ablations, since August 2013 and MEDX Xelerator
L.P., a medical device and digital health Israeli incubator, since July 2016. From December 2007 to April 2010 Mr. Gadot was a
Worldwide Group Marketing Director at Ethicon Inc., a Johnson and Johnson Company, where he was responsible for the global strategic
marketing of the Company. Mr. Gadot also held management positions, as well as leading regional strategic position for Europe,
Middle-East and Africa, as well as In Israel, while at Johnson and Johnson. Mr. Gadot served as director for ConTIPI Ltd. from
August 2010 until November 2013 when ConTIPI Ltd. was acquired by Kimberly-Clark Corporation. Mr. Gadot holds a B.Sc.in Business
from Siena College, Loudonville NY, and an M.B.A. from the University of Manchester, UK. The Company believes that Mr. Gadot is
qualified to serve as Chairman of the Board and as President and Chief Executive Officer of the Company due to his extensive experience
in strategic marketing and general management in the medical device industry.
Yoav
Waizer
, became a director of the Company following the Merger and has served as a member of the Board of Directors of Microbot
Israel since May 2015. Mr. Waizer provides CFO services on a part-time basis to a number of venture capital funds and companies;
including to Israeli Technology Investments (ITI) Fund, Next Gear Venture Partners L.P. and to Medica Venture Partners. Mr. Waizer
served as CFO & COO at Cedar Fund, a venture capital fund focuses on investing in Israel-related high-tech companies and prior
to that Mr. Waizer was the CFO of Star Ventures Israel, the Israeli fund of Star Ventures, a $1 billion venture capital fund investing
in all stages of development within the Telecom, Enterprise S/W, Wireless and Life Sciences sectors. Mr. Waizer is currently a
director of Yeda Research & Development Co. Ltd., the technology transfer arm of the Weizmann Institute of Science, and XACT
Robotics Ltd., a private Israeli company developing novel platform robotic technology for use in minimally invasive procedures.
Mr. Waizer was the CFO on a part-time basis of MEDX Xelerator L.P., a medical device and digital health Israeli incubator. Mr.
Waizer holds Master of Business Administration in Information Systems and B.Sc. in Accounting and Statistics, both from the Tel-Aviv
University. The Company believes that Mr. Waizer is qualified to serve as a member of the Company’s board due to his extensive
investment experience and extensive knowledge of the life sciences industry.
Yoseph
Bornstein
, became a director of the Company following the Merger. Mr. Bornstein is a co-founder of Microbot Israel and has
been a member of the Board of Directors since Microbot Israel was founded in November 2010. Mr. Bornstein founded Shizim Ltd.,
a life science holding group in October 2000 and has served as its president since then. Mr. Bornstein is the Chairman of GCP
Clinical Studies Ltd., a provider of clinical research services and educational programs in Israel since January 2002. He is the
Chairman of Biotis Ltd., a service company for the bio-pharmaceutical industry, since June 2000. In addition, he is the Chairman
of Dolphin Medical Ltd., a service company for the medical device industry, since April 2012 and the Chairman of ASIS Enterprises
B.B.G. Ltd., a business August 2007. In October 1992, Mr. Bornstein founded Pharmateam Ltd., an Israeli company that specialized
in representing international pharmaceutical companies which was sold in 2000. Mr. Bornstein is also a founder of a number of
other privately held life-science companies. Mr. Bornstein served as the Biotechnology Committee Chairman of the Unites States-Israel
Science & Technology Commission (the “USISTF”) from September 2002 to February 2005 as well as a consultant for
USISTF from September 2002 to February 2005. He is also the founder of ILSI-Israel Life Science Industry Organization (who was
integrated into IATI) and ITTN-Israel Tech Transfer Organization. The Company believes that Mr. Bornstein is qualified to serve
as a member of the Board due to his extensive experience in, and knowledge of, the life sciences industry and international business.
Scott
R. Burell
, became a director of the Company following the Merger. Since August 1, 2018, Mr. Burell has been the Chief Financial
Officer of AIVITA Biomedical, Inc., a private biopharmaceutical company. From November 2006 until its sale to Invitae Corp. in
November 2017, he was the Chief Financial Officer, Secretary and Treasurer of CombiMatrix Corporation (NASDAQ: CBMX), a family
health-focused clinical molecular diagnostic laboratory specializing in pre-implantation genetic screening, prenatal diagnosis,
miscarriage analysis, and pediatric developmental disorders. He successfully led the split-off of CombiMatrix in 2007 from its
former parent, has led several successful public and private debt and equity financing transactions as well as CombiMatrix’s
reorganization in 2010. Prior to this, Mr. Burell had served as CombiMatrix’s Vice President of Finance since November 2001
and as its Controller from February 2001 to November 2001. From May 1999 to first joining CombiMatrix in February 2001, Mr. Burell
was the Controller for Network Commerce, Inc., a publicly traded technology and information infrastructure company located in
Seattle. Prior to this, Mr. Burell spent 9 years with Arthur Andersen’s Audit and Business Advisory practice in Seattle.
During his tenure in public accounting, Mr. Burell worked with many clients, both public and private, in the high-tech and healthcare
markets, and was involved in numerous public offerings, spin-offs, mergers and acquisitions. Mr. Burell is a Board member of Collplant
Holdings, Ltd. (Nasdaq: CLGN), an Israeli -based publicly traded biotechnology company focused on regenerative medicine. Mr. Burell
is also a Board member of Mer Telemanagement Solutions Ltd. (Nasdaq: MTSL), an Israeli-based publicly traded telecommunications
services company. Mr. Burell obtained his Washington state CPA license in 1992 and is a certified public accountant (currently
inactive). He holds Bachelor of Science degrees in Accounting and Business Finance from Central Washington University. The Company
believes Mr. Burell’s qualifications to serve on the Board include his experience as an executive of a public life sciences
company and knowledge of financial accounting in the medical technology field.
Martin
Madden
, has been a director of the Company since February 6, 2017. Mr. Madden has held various positions at Johnson &
Johnson and its affiliates from 1986 to January 2017, most recently as Vice President, Research & Development of DePuy Synthes,
a Johnson & Johnson Company, from February 2016 to January 2017. Prior to that, from July 2015 to February 2016, Mr. Madden
was the Vice President, New Product Development of Johnson & Johnson Medical Devices. From January 2012 to July 2015, Mr.
Madden was the Vice President, Research & Development of Johnson & Johnson’s Global Surgery Group. Mr. Madden holds
a MBA from Columbia University, a M.S. from Carnegie Mellon University in Mechanical Engineering, and a B.S. from the University
of Dayton in Mechanical Engineering. The Company believes that Mr. Madden is qualified to serve as a member of the Board due to
his extensive experience in research and development, portfolio planning, technology assessment and assimilation, and project
management and budgeting.
Prattipati
Laxminarain
, has been a director of the Company since December 6, 2017. 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. 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.
Executive
Officers
Following
are the name, age and other information for our named executive officers, as of March 28, 2019. All company officers have been
appointed to serve until their successors are elected and qualified or until their earlier resignation or removal. Information
regarding Mr. Gadot is set forth above under “–Board of Directors.”
Name
|
|
Age
|
|
Position
|
Harel
Gadot
|
|
47
|
|
President,
Chief Executive Officer and Chairman of the Board of Directors
|
David
Ben Naim
|
|
50
|
|
Chief
Financial Officer
|
David
Ben Naim
, became the Company’s part-time Chief Financial Officer following the consummation of the Merger. Mr. Ben Naim
is the general manager of DBN Finance Services Ltd., a company which provides outsourcing financial services to public and private
companies, since 2014, including the Company. Through DBN Finance Services, Mr. Ben Naim has acted as the outsourced CFO for Emerald
Medical Applications Corp. (OTC:MRLA), a digital health startup company engaged in the development, sale and service of imaging
solutions, Tempramed Inc., a private medical device company, Vonetize PLC (TASE:VNTZ), an Israeli company that offers video on
demand and over-the-top content services, Unet Credit Finance Services Ltd. (TASE:UNCR-M), and Todos Medical Ltd. (OTC:TOMDF),
an Israeli cancer in-vitro-diagnostic company engaging in the development of a series of blood tests for the early detection of
a variety of cancers. Prior to that, Mr. Ben Naim served as Chief Financial Officer for several companies in the biomedical and
technology industries. From July 2012 to September 2014, Mr. Ben Naim served as Chief Financial Officer for Insuline Medical Ltd.
(TASE: INSL), an Israel-based company focused on improving performance of insulin treatment methods. From 2008 until 2011, Mr.
Ben Naim served as Chief Financial Officer of Crow Technologies 1977 Ltd. (OTC:CRWTF), a company that designs, develops, manufactures
and sells a broad range of security and alarm systems. From 2007 to 2008, Mr. Ben Naim served as Chief Financial Officer of Ilex
Medical Ltd. (TASE:ILX), a leading company in the medical diagnostics field. From 2003 to 2007, Mr. Ben Naim was the Corporate
Controller of Tadiran Telecom Ltd. He started his career in 1998 at Deloitte & Touche where he left in 2003 as an Audit Senior
Manager. Mr. Ben Naim holds a B.A. in social sciences from Open University, Israel, a CPA license from Ramat Gan College, Israel,
and an M.B.A. from Ono Academic College, Israel.
Committees
of the Board of Directors
Presently,
the Board has three standing committees — the Audit Committee, the Compensation and Stock Option Committee (the “Compensation
Committee”), and the Corporate Governance and Nominating Committee (the “Corporate Governance Committee”). All
members of the Audit Committee, the Compensation Committee, and the Corporate Governance Committee are, and are required by the
charters of the respective committees to be, independent as determined under Nasdaq Listing rules.
Audit
Committee
The
Audit Committee is composed of Messrs. Burell, Madden and Bornstein. Each of the members of the Audit Committee is independent,
and the Board has determined that Mr. Burell is an “audit committee financial expert,” as defined in SEC rules. The
Audit Committee acts pursuant to a written charter which is available through our website at www.microbotmedical.com.
The
primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The
Audit Committee does this primarily by reviewing the Company’s financial reports and other financial information as well
as the Company’s systems of internal controls regarding finance, accounting, legal compliance, and ethics that management
and the Board of Directors have established. The Audit Committee also assesses the Company’s auditing, accounting and financial
processes more generally. The Audit Committee recommends to the Board of Directors the appointment of a firm of independent auditors
to audit the financial statements of the Company and meets with such personnel of the Company to review the scope and the results
of the annual audit, the amount of audit fees, the company’s internal accounting controls, the Company’s financial
statements contained in this proxy statement, and other related matters.
Compensation
Committee
The
Compensation Committee is composed of Messrs. Waizer, Madden and Bornstein. Each of the members of the Compensation Committee
is independent. The Compensation Committee acts pursuant to a written charter which is available through our website at www.microbotmedical.com.
The
Compensation Committee acts pursuant to a written charter. The Compensation Committee makes recommendations to the Board of Directors
and management concerning salaries in general, determines executive compensation and approves incentive compensation for employees
and consultants.
Corporate
Governance Committee
The
Corporate Governance Committee is composed of Messrs. Waizer, Laxminarain and Burell. Each of the members of the Corporate Governance
Committee is independent. The Corporate Governance Committee acts pursuant to a written charter which is available through our
website at www.microbotmedical.com.
The
Corporate Governance Committee oversees nominations to the Board and considers the experience, ability and character of potential
nominees to serve as directors, as well as particular skills or knowledge that may be desirable in light of the Company’s
position at any time. From time to time, the Corporate Governance Committee may engage the services of a paid search firm to help
the Corporate Governance Committee identify potential nominees to the Board. The Corporate Governance Committee and Board seek
to nominate and appoint candidates to the Board who have significant business experience, technical expertise or personal attributes,
or a combination of these, sufficient to suggest, in the Board’s judgment, that the candidate would have the ability to
help direct the affairs of the company and enhance the Board as a whole. The Corporate Governance Committee may identify potential
candidates through any reliable means available, including recommendations of past or current members of the Board from their
knowledge of the industry and of the Company. The Corporate Governance Committee also considers past service on the Board or on
the board of directors of other publicly traded or technology focused companies. The Corporate Governance Committee has not adopted
a formulaic approach to evaluating potential nominees to the Board; it does not have a formal policy concerning diversity, for
example. Rather, the Corporate Governance Committee weighs and considers the experience, expertise, intellect, and judgment of
potential nominees irrespective of their race, gender, age, religion, or other personal characteristics. The Corporate Governance
Committee may look for nominees that can bring new skill sets or diverse business perspectives. Potential candidates recommended
by security holders will be considered as provided in the company’s “Policy Regarding Shareholder Candidates for Nomination
as a Director,” which sets forth the procedures and conditions for such recommendations. This policy is available through
our website at www.microbotmedical.com.
There
were no material changes to the procedures by which securityholders may recommend nominees to the Board, since the Company last
provided the disclosure in this section.
Director
Oversight and Qualifications
While
management is responsible for the day-to-day management of the risks the company faces, the Board, as a whole and through its
committees, has responsibility for the oversight of risk management. An important part of risk management is not only understanding
the risks facing the company and what steps management is taking to manage those risks, but also understanding what level of risk
is appropriate for the company. In support of this oversight function, the Board receives regular reports from our Chief Executive
Officer and members of senior management on operational, financial, legal, and regulatory issues and risks. The Audit Committee
additionally is charged under its charter with oversight of financial risk, including the company’s internal controls, and
it receives regular reports from management, the company’s internal auditors and the company’s independent auditors.
The chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the company’s
management and affairs through its standing committees and, when necessary, special meetings of directors.
Code
of Business Conduct and Ethics
We
have adopted a Code of Ethics and Conduct that applies to all of our directors, officers, employees, and consultants. A copy of
our code of ethics is posted on our website at www.microbotmedical.com. We intend to disclose any substantive amendment or waivers
to this code on our website. There were no substantive amendments or waivers to this code in 2018.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers, directors,
and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of ownership of
our securities and changes in reported ownership. Executive officers, directors and greater than 10% beneficial owners are required
by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on a review of the copies of such
forms furnished to us, or written representations from the reporting persons that no Form 5 was required, we believe that, during
the fiscal year ended December 31, 2018, all Section 16(a) filing requirements applicable to our officers, directors and greater
than 10% beneficial owners have been met, with the exception of Mr. Ben Naim who failed to timely file a 4 report showing 1 transaction.
Item
11.
Executive Compensation.
The
following table sets forth information regarding each element of compensation that was paid or awarded to the named executive
officers of the Company for the periods indicated.
Name
and Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards
($)
(1)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
All
Other Compensation ($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harel
Gadot
|
|
2018
|
|
|
|
360,000
|
|
|
|
55,000
|
(2)
|
|
|
—
|
|
|
|
580,667
|
|
|
|
—
|
|
|
|
13,800
|
(3)
|
|
|
1,009,467
|
|
Chief Executive
|
|
2017
|
|
|
|
389,000
|
|
|
|
158,000
|
|
|
|
—
|
|
|
|
156,219
|
|
|
|
—
|
|
|
|
15,000
|
(3)
|
|
|
718,219
|
|
Officer
|
|
2016
|
|
|
|
275,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
275,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hezi Himelfarb(7)
|
|
2018
|
|
|
|
280,067
|
|
|
|
12,931
|
(4)
|
|
|
—
|
|
|
|
425,101
|
|
|
|
—
|
|
|
|
13,000
|
(5)
|
|
|
718,101
|
|
Former Chief Operating Officer &
General Manager
|
|
2017
|
|
|
|
228,653
|
(6)
|
|
|
40,625
|
|
|
|
—
|
|
|
|
92,205
|
|
|
|
—
|
|
|
|
|
(6)
|
|
|
361,483
|
|
|
|
2016
|
|
|
|
16,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Ben Naim
|
|
2018
|
|
|
|
70,026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,890
|
|
|
|
—
|
|
|
|
—
|
|
|
|
96,916
|
|
Chief Financial
|
|
2017
|
|
|
|
66,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
188
|
|
|
|
—
|
|
|
|
—
|
|
|
|
66,188
|
|
Officer
|
|
2016
|
|
|
|
6,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,000
|
|
(1)
|
Amounts
shown do not reflect cash compensation actually received by the named executive officer. Instead, the amounts shown are the
non-cash aggregate grant date fair values of stock option awards made during the periods presented as determined pursuant
to ASC Topic 718 and excludes the effect of forfeiture assumptions. The assumptions used to calculate the fair value of stock
option awards are set forth under Note 10 to the Consolidated Financial Statements of the Company included in the Company’s
Form 10-K for the fiscal year ended December 31, 2017.
|
(2)
|
Represents
the remaining portion of Mr. Gadot’s 2017 bonus, which was paid in 2018. Mr. Gadot’s bonus for the 2018 fiscal
year was paid in 2019.
|
(3)
|
All
Other Compensation includes Mr. Gadot’s monthly automobile allowance and tax gross-up.
|
(4)
|
Represents
the remaining portion of Mr. Himelfarb’s 2017 bonus, which was paid in 2018.
|
(5)
|
All
Other Compensation includes Mr. Himelfarb’s yearly automobile allowance.
|
(6)
|
The
salary includes $13,000 for Mr. Himelfarb’s yearly automobile allowance.
|
(7)
|
Effective
as of February 1, 2019, Mr. Himelfarb, a member of the Board of Directors of the Company, and the Company’s Chief Operating
Officer, resigned from all positions with the Company and from his position as General Manager of Microbot Medical Ltd., a
wholly-owned subsidiary of the Company. Notwithstanding the foregoing, Mr. Himelfarb has remained to assist with the transition
of his duties.
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal
year ended December 31, 2018.
|
|
|
Option
Awards
|
|
|
Stock
Awards
|
|
Name
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
|
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
|
|
|
|
Option
Exercise Price
|
|
|
Option
Expiration
Date
|
|
|
Number
of Shares or Units of Stock That Have Not Vested
|
|
|
|
Market
value of Shares of Units of Stock That Have Not Vested
|
|
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not
Vested
|
|
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights
That Have Not Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harel Gadot
|
|
|
77,846
|
|
|
|
–
|
|
|
$
|
4.20
|
|
|
9/01/2024
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
48,672
|
|
|
|
72,175
|
|
|
|
15.75
|
|
|
9/14/2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hezi Himelfarb
|
|
|
29,003
|
|
|
|
43,505
|
|
|
|
19.35
|
|
|
10/15/2027
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
David Ben Naim
|
|
|
2,000
|
|
|
|
3,000
|
|
|
|
15.30
|
|
|
12/28/2027
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Simon Sharon
|
|
|
-
|
|
|
|
10,000
|
|
|
|
9.00
|
|
|
08/13/2028
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Harel
Gadot Employment Agreement
The
Company entered into an employment agreement (the “Gadot Agreement”) with Harel Gadot on November 28, 2016, to serve
as the Company’s Chairman of the Board of Directors and Chief Executive Officer, on an indefinite basis subject to the termination
provisions described in the Agreement. Pursuant to the terms of the Gadot Agreement, Mr. Gadot shall receive an annual base salary
of $360,000. The salary will be reviewed on an annual basis by the Compensation Committee of the Company to determine potential
increases taking into account such performance metrics and criteria as established by the Executive and the Company.
Mr.
Gadot shall also be entitled to receive a target annual cash bonus of up to a maximum amount of 40% of base salary, which maximum
amount was paid for the 2018 fiscal year.
Mr.
Gadot shall be further entitled to a monthly automobile allowance and tax gross up on such allowance of $1,150, and shall be granted
options to purchase shares of common stock of the Company representing 5% of the issued and outstanding shares of the Company,
based on vesting and other terms to be determined by the Compensation Committee of the Board of Directors.
In
the event Mr. Gadot’s employment is terminated as a result of death, Mr. Gadot’s estate would be entitled to receive
any earned annual salary, bonus, reimbursement of business expenses and accrued vacation, if any, that is unpaid up to the date
of Mr. Gadot’s death.
In
the event Mr. Gadot’s employment is terminated as a result of disability, Mr. Gadot would be entitled to receive any earned
annual salary, bonus, reimbursement of business expenses and accrued vacation, if any, incurred up to the date of termination.
In
the event Mr. Gadot’s employment is terminated by the Company for cause, Mr. Gadot would be entitled to receive any compensation
then due and payable incurred up to the date of termination.
In
the event Mr. Gadot’s employment is terminated by the Company without cause, he would be entitled to receive (i) any earned
annual salary; (ii) 12 months’ pay and full benefits, (iii) a pro rata bonus equal to the maximum target bonus for that
calendar year; (iv) the dollar value of unused and accrued vacation days; and (v) applicable premiums (inclusive of premiums for
Mr. Gadot’s dependents) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for twelve (12)
months from the date of termination for any benefits plan sponsored by the Company. In addition, 100% of any unvested portion
of his stock options shall immediately vest and become exercisable.
The
agreement contains customary non-competition and non-solicitation provisions pursuant to which Mr. Gadot agrees not to compete
and solicit with the Company. Mr. Gadot also agreed to customary terms regarding confidentiality and ownership of intellectual
property.
Hezi
Himelfarb Employment Agreement
We
entered into an employment agreement (the “Himelfarb Agreement”) with Mr. Himelfarb on December 5, 2016, to serve
as our Chief Operating Office and General Manager, on an indefinite basis subject to the termination provisions described in the
Himelfarb Agreement. Pursuant to the terms of the Himelfarb Agreement, Mr. Himelfarb shall receive a base salary of 64,000 New
Israeli Shekel (NIS) per month or NIS 768,000 per year, or the equivalent of approximately $203,714 per annum based on an exchange
rate of $.265 for NIS 1.0.
Mr.
Himelfarb shall be entitled to grants or payments subject to the adoption by the Company at its discretion of a bonus plan or
policy.
Under
the Himelfarb Agreement, Mr. Himelfarb was entitled to participate in the Company’s motor vehicle program and receive a
motor vehicle from the Company’s vehicle pool. The Company shall pay an amount equal to 8.33% of Mr. Himelfarb’s salary,
which shall be allocated to a fund for severance pay to Mr. Himelfarb, and an additional amount equal to 6.25% of Mr. Himelfarb’s
salary (6.5% as of January 1, 2017), which shall be allocated to a pension plan, in addition to disability insurance contributions
and as otherwise may be required by applicable Israeli law from time to time. The Company shall also contribute to an educational
fund an amount equal to 7.5% of each monthly payment of Mr. Himelfarb’s full salary. Mr. Himelfarb is also entitled to options
to purchase 1,087,627 shares of the Company’s common stock, which represents 3% of the Company’s issued and outstanding
shares of common stock as of the closing of the Company’s merger transaction with the Subsidiary on November 28, 2016.
The
Himelfarb Agreement contains customary non-competition provisions pursuant to which Mr. Himelfarb agrees not to compete with the
Company. Mr. Himelfarb also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Effective
as of February 1, 2019, Mr. Himelfarb, a member of the Board of Directors of the Company, and the Company’s Chief Operating
Officer, resigned from all positions with the Company. Effective as of February 1, 2019, Mr. Himelfarb also resigned from his
position as General Manager of Microbot Medical Ltd., a wholly-owned subsidiary of the Company. Notwithstanding the foregoing,
Mr. Himelfarb has remained to assist with the transition of his duties. As a result of certain termination provisions of the Himelfarb
Agreement, Mr. Himelfarb is entitled to six months of compensation as a result of such resignation.
David
Ben Naim Services Agreement
We
entered into a services agreement (the “Services Agreement”) with DBN Finance Services effective October 31, 2016,
to provide outsourced CFO services. Pursuant to the terms of the Services Agreement, DBN Finance Services will provide its services
exclusively through Mr. David Ben Naim, who will serve as the principal financial and accounting officer of Microbot Israel and
the Company. Mr. Ben Naim’s engagement will continue on an indefinite basis subject to the termination provisions described
in the Agreement.
Pursuant
to the Agreement, the Company shall pay the Service Provider a fixed fee of NIS 22,000, or the equivalent of approximately $5,835
per month based on an exchange rate of $.265 for NIS1.0, plus VAT per month, and the Company shall reimburse DBN Finance Services
for reasonable and customary out of pocket expenses incurred by it or Mr. Ben Naim connection with the performance of the duties
under the Services Agreement. In addition, the Company shall maintain for the benefit of Mr. Ben Naim, a Directors and Officers
insurance policy, according to the Company’s policy for other directors and officers of the Company.
Both
the Company and DBN Finance Services shall have the right to terminate the Agreement for any reason or without reason at any time
by furnishing the other party with a 30-day notice of termination. The Company shall further be entitled to terminate the Services
Agreement for “cause” without notice, in which case neither DBN Finance Services nor Mr. Ben Naim shall be entitled
to any compensation due to such early termination.
DBN
Finance Services and Mr. Ben Naim agreed to customary provisions regarding confidentiality and intellectual property ownership.
The Services Agreement also contains customary non-competition and non-solicitation provisions pursuant to which DBN Finance Services
and Mr. Ben Naim agree not to compete and solicit with the Company during the term of the Agreement and for a period of twelve
months following the termination of the Agreement.
Indemnification
Agreements
The
Company generally enters into indemnification agreements with each of its directors and executive officers. Pursuant to the indemnification
agreements, the Company has agreed to indemnify and hold harmless these current and former directors and officers to the fullest
extent permitted by the Delaware General Corporation Law. The agreements generally cover expenses that a director or officer incurs
or amounts that a director or officer becomes obligated to pay because of any proceeding to which he is made or threatened to
be made a party or participant by reason of his service as a current or former director, officer, employee or agent of the Company,
provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Company. The agreements also provide for the advancement of expenses to the directors and officers subject to specified conditions.
There are certain exceptions to the Company’s obligation to indemnify the directors and officers, and, with certain exceptions,
with respect to proceedings that he initiates.
Limits
on Liability and Indemnification
We
provide directors and officers insurance for our current directors and officers.
Our
certificate of incorporation eliminates the personal liability of our directors to the fullest extent permitted by law. The certificate
of incorporation further provides that the Company will indemnify its officers and directors to the fullest extent permitted by
law. We believe that this indemnification covers at least negligence on the part of the indemnified parties. Insofar as indemnification
for liabilities under the Securities Act may be permitted to our directors, officers, and controlling persons under the foregoing
provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
Director
Compensation
The
Company adopted a compensation package for the non-management members of its Board, pursuant to which each such Board member would
receive for his services $12,000 per annum, $750 per duly called Board meeting and $250 per unanimous written consent. Furthermore,
each member of the Audit Committee of the Board receives an additional $10,000 per annum, and other committee members receive
an additional $5,000 per annum. Board members are also entitled to receive equity awards. Upon joining the Board, a member would
receive an initial grant of $40,000 of stock options (calculated as the product of the exercise price on the date of grant multiplied
by the number of shares underlying the stock option award required to equal $40,000), with an additional grant of stock options
each year thereafter, 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.
The
following table summarizes cash-based and equity compensation information for our outside directors, including annual Board and
committee retainer fees and meeting attendance fees, for the year ended December 31, 2018:
Name
|
|
Fees
earned or paid in cash
|
|
|
Stock
Awards
|
|
|
Option
Awards (1)
|
|
|
Non-Equity
Incentive
Plan Compensation
|
|
|
Nonqualified
Deferred Compensation Earnings
|
|
|
All
Other Compensation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yoav
Waizer
|
|
$
|
32,500
|
|
|
$
|
-
|
|
|
$
|
13,483
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
45,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yoseph
Bornstein
|
|
|
41,250
|
|
|
|
-
|
|
|
|
13,483
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott
Burell
|
|
|
41,250
|
|
|
|
-
|
|
|
|
13,483
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin
Madden
|
|
|
41,250
|
|
|
|
-
|
|
|
|
13,483
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prattipati
Laxminarain
|
|
|
27,500
|
|
|
|
-
|
|
|
|
13,483
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40,983
|
|
(1)
|
Amounts
shown do not reflect cash compensation actually received by the director. Instead, the amounts shown are the non-cash aggregate
grant date fair values of stock option awards made during the period presented as determined pursuant to ASC Topic 718 and
excludes the effect of forfeiture assumptions. The assumptions used to calculate the fair value of stock option awards are
set forth under Note 10 to the Consolidated Financial Statements of the Company included in the Company’s Form 10-K
for the fiscal year ended December 31, 2017.
|
Messrs.
Gadot and Himelfarb received compensation for their services to the Company as set forth under the summary compensation table
above.
Item
12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The
following table shows the number of shares of our common stock beneficially owned, as of March 28, 2019, by (i) each of our directors,
(ii) each of our named executive officers, (iii) all of our current directors and executive officers as a group, and (iv) all
those known by us to be to a beneficial owner of more than 5% of the company’s common stock. In general, “beneficial
ownership” refers to shares that an individual or entity has the power to vote or dispose of, and any rights to acquire
common stock that are currently exercisable or will become exercisable within 60 days of March 28, 2019. We calculated percentage
ownership in accordance with the rules of the SEC. The percentage of common stock beneficially owned is based on 4,307,580
shares outstanding as of March 28, 2019. In addition, shares issuable pursuant to options or other convertible securities
that may be acquired within 60 days of March 28, 2019 are deemed to be issued and outstanding and have been treated as outstanding
in calculating and determining the beneficial ownership and percentage ownership of those persons possessing those securities,
but not for any other persons.
This
table is based on information supplied by each prospective director, officer and principal stockholder of the Company. Except
as indicated in footnotes to this table, the Company believes that the stockholders named in this table have sole voting and investment
power with respect to all shares of Common Stock shown to be beneficially owned by them, based on information provided by such
stockholders. Unless otherwise indicated, the address for each director, executive officer and 5% or greater stockholders of the
Company listed is: c/o Microbot Medical Inc., 25 Recreation Park Drive, Unit 108, Hingham, MA 02043.
Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
|
Percentage of Common Stock Beneficially Owned
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
Harel Gadot
(1)
|
|
|
310,066
|
|
|
|
6.98
|
%
|
Yoav Waizer
(2)
|
|
|
1,788
|
|
|
|
*
|
|
Yoseph Bornstein
(3)
|
|
|
303,816
|
|
|
|
7.05
|
%
|
Scott Burell
(2)
|
|
|
1,788
|
|
|
|
*
|
|
Martin Madden
(2)
|
|
|
1,788
|
|
|
|
*
|
|
David Ben Naim
(2)
|
|
|
2,375
|
|
|
|
*
|
|
Prattipati Laxminarain
(2)
|
|
|
1,788
|
|
|
|
*
|
|
Yehezkel (Hezi) Himelfarb
(2)(7)
|
|
|
34,442
|
|
|
|
*
|
|
All current directors and executive officers as a group (7 persons)
(4)
|
|
|
623,409
|
|
|
|
14.00
|
%
|
Five Percent Shareholders
|
|
|
|
|
|
|
|
|
LSA - Life Science Accelerator Ltd.
(3)
|
|
|
303,816
|
|
|
|
7.05
|
%
|
MEDX Ventures Group LLC
(5)
|
|
|
254,711
|
|
|
|
5.81
|
%
|
Saber Holding GmbH
(6)
|
|
|
287,134
|
|
|
|
6.67
|
%
|
(1)
|
Includes
77,864 shares of our common stock issuable upon the exercise of options granted to MEDX Ventures Group and 55,355 shares of
our common stock issuable upon the exercise of options granted to Mr. Gadot. All of such shares and 77,864 options are held
by MEDX Ventures Group LLC, which is beneficially owned by Mr. Gadot. See Note 6 below.
|
(2)
|
Represents
options to acquire shares of our common stock.
|
(3)
|
Based
on representations and other information made or provided to the Company by Mr. Bornstein, Mr. Bornstein is the CEO and Director
of LSA and of Shizim, and Mr. Bornstein is the majority equity owner of Shizim. Shizim is the majority equity owner of LSA.
Accordingly, Mr. Bornstein may be deemed to share voting and investment power over the shares beneficially owned by these
entities and has an address of 16 Iris Street, Rosh-Ha’Ayin Israel 4858022. Includes 1,788 shares of our common stock
issuable to Mr. Bornstein upon exercise of options.
|
(4)
|
Includes shares of our common
stock issuable upon the exercise of options as set forth in footnotes (1), (2) and (3).
Does not include Mr. Himelfarb, who resigned effective February 1, 2019. See Note
(7) below).
|
(5)
|
Includes
77,864 shares of our common stock issuable upon the exercise of options granted to MEDX Ventures Group. Mr. Gadot is the Chief
Executive Officer, Company Group Chairman and majority equity owner of MEDX Venture Group and thus may be deemed to share
voting and investment power over the shares beneficially owned by this entity. Does not include 55,355 shares of our common
stock issuable upon the exercise of options granted to Mr. Gadot directly. See Note 1 above.
|
(6)
|
Pursuant
to a Schedule 13D/A-2 filed on June 20, 2017, Mrs. Sandra Berkson owns 100% of the equity of Saber Holding GmbH. Mr. Avram
Berkson and Mrs. Sandra Berkson have shared power with Saber to vote or direct the vote, and to dispose or direct the disposition,
of such shares. Saber’s address is Krummbaumgasse 10/20, 1020 Wein, Austria.
|
(7)
|
Effective
as of February 1, 2019, Mr. Himelfarb, a member of the Board of Directors of the Company, and the Company’s Chief Operating
Officer, resigned from all positions with the Company and from his position as General Manager of Microbot Medical Ltd., a
wholly-owned subsidiary of the Company. Notwithstanding the foregoing, Mr. Himelfarb has remained to assist with the transition
of his duties.
|
Item
13.
Certain Relationships and Related Transactions, and Director Independence.
Related
parties can include any of our directors or executive officers, certain of our stockholders and their immediate family members.
Each year, we prepare and require our directors and executive officers to complete Director and Officer Questionnaires identifying
any transactions with us in which the officer or director or their family members have an interest. This helps us identify potential
conflicts of interest. A conflict of interest occurs when an individual’s private interest interferes, or appears to interfere,
in any way with the interests of the company as a whole. Our code of ethics requires all directors, officers and employees who
may have a potential or apparent conflict of interest to immediately notify our general counsel, who serves as our compliance
officer. In addition, the Corporate Governance Committee is responsible for considering and reporting to the Board any questions
of possible conflicts of interest of Board members. Our code of ethics further requires pre-clearance before any employee, officer
or director engages in any personal or business activity that may raise concerns about conflict, potential conflict or apparent
conflict of interest. Copies of our code of ethics and the Corporate Governance Committee charter are posted on the corporate
governance section of our website at
www.microbotmedical.com
.
Our
wholly-owned subsidiary, Microbot Medical Ltd., entered into a license agreement with Technion Research and Development Foundation
Ltd., or TRDF, in 2012 pursuant to which it obtained an exclusive, worldwide, royalty-bearing, sub-licensable license to certain
patents and inventions relating to the SCS and TipCAT technology platforms. TRDF is a founder of Microbot. See “Description
of Business – Intellectual Property” for a description of this agreement.
Other
than the above transaction, there have been no related party transactions or any other transactions o relationships required to
be disclosed pursuant to Item 404 of Regulation S-K.
Director
Independence
NASDAQ’s
listing standards and the Company’s Corporate Governance Guidelines require that the Company’s Board of Directors
consist of a majority of independent directors, as determined under the applicable NASDAQ listing rules.
The
independent members of our Board are Messrs. Waizer, Bornstein, Burell, Madden and Laxminarain.
Item
14.
Principal Accountant Fees and Services.
Audit
and Tax Fees
The
Board, upon the recommendation of the Audit Committee, has selected the independent accounting firm of Brightman Almagor Zohar
& Co., a Member of Deloitte Touche Tohmatsu Limited, to audit the accounts of the Company for the year ending December 31,
2018.
The
Audit Committee considered the tax compliance services provided by Brightman Almagor Zohar & Co., concluded that provision
of such services is compatible with maintaining the independence of the independent accountants, and approved the provision by
Brightman Almagor Zohar & Co. of tax compliance services with respect to the year ending December 31, 2018.
The
Audit Committee received the following information concerning the fees of the independent accountants for the years ended December
31, 2018 and 2017, has considered whether the provision of these services is compatible with independence of the independent accountants,
and concluded that it is:
|
|
Year
Ended
|
|
|
|
|
12/31/18
|
|
|
|
12/31/17
|
|
Audit Fees (1)
|
|
$
|
50,000
|
|
|
$
|
35,000
|
|
Audit-Related Fees
|
|
|
–
|
|
|
|
–
|
|
Tax Fees
|
|
$
|
9,000
|
|
|
|
–
|
|
All Other Fees (2)
|
|
$
|
17,000
|
|
|
|
–
|
|
(1)
|
Audit
fees represents fees for the integrated audit of our annual consolidated financial statements and reviews of the interim consolidated
financial statements, and review of audit-related SEC filings
|
(2)
|
Includes
fees related to issuing comfort letter and consent(s).
|
Audit
and tax fees include administrative overhead charges and reimbursement for out-of-pocket expenses.
Pre-Approval
Policies and Procedures
The
Audit Committee has adopted policies and procedures for pre-approving all services (audit and non-audit) performed by our independent
auditors. In accordance with such policies and procedures, the Audit Committee is required to pre-approve all audit and non-audit
services to be performed by the independent auditors in order to assure that the provision of such services is in accordance with
the rules and regulations of the SEC and does not impair the auditors’ independence. Under the policy, pre-approval is generally
provided up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to
a specific budget. In addition, the Audit Committee may pre-approve additional services on a case-by-case basis. During 2015 and
through November 28, 2016, Microbot Israel did not have a standing audit committee.
PART
IV
Item
15.
Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report on Form 10-K:
(1)
Financial Statements:
The
financial statements are filed as part of this Annual Report on Form 10-K commencing on page F-1 and are hereby incorporated by
reference
(2)
Financial Statement Schedules:
The
financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial
statements and notes thereto.
(3)
Exhibits:
The
documents set forth below are filed herewith or incorporated by reference to the location indicated.
Exhibit
Number
|
|
Description
of Document
|
2.1
|
|
Agreement and Plan of Merger and Reorganization, dated as of August 15, 2016, by and among StemCells, Inc., C&RD Israel Ltd. and Microbot Medical Ltd. (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 15, 2016).
|
3.1
|
|
Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and filed on March 15, 2007).
|
3.2
|
|
Certificate of Amendment to the Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016).
|
3.3
|
|
Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 4, 2018).
|
3.4
|
|
Amended and Restated By-Laws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 3, 2016).
|
3.5
|
|
Certificate of Elimination (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 12, 2018).
|
4.1
|
|
Form of Series A Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 16, 2016).
|
4.2
|
|
Form of Series B Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 16, 2016).
|
4.3
|
|
Form of Pre-Funded Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 16, 2019)
|
4.4
|
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 16, 2019)
|
4.5
|
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 17, 2019).
|
4.6
|
|
Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 25, 2019).
|
4.7
|
|
Form of Wainwright Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 25, 2019).
|
10.1
|
|
Form of Indemnification Agreement, between the Company and Each of its Directors and Officers (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016).
|
10.2*
|
|
Employment Agreement with Harel Gadot (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016).
|
10.3*
|
|
Services Agreement with DBN Finance Services Ltd. (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 29, 2016).
|
10.4*
|
|
Employment Agreement with Yehezkel Himelfarb (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 8, 2016).
|
10.5
|
|
Form of Securities Purchase Agreement, dated January 5, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 5, 2017).
|
10.6
|
|
Placement Agreement, dated January 4, 2017 (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 5, 2017).
|
10.7
|
|
Asset Purchase Agreement, dated November 11, 2016, by and among StemCells, Inc., Stem Cell Sciences Holdings Limited, Stemcells California, Inc., and Boco Silicon Valley, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and filed on March 21, 2017).
|
10.8
|
|
Contract Research Agreement, dated January 27, 2017, with The Washington University (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and filed on March 21, 2017).
|
10.9
|
|
License Agreement, dated June 20, 2012, by and between Technion Research and Development Foundation, and Microbot Medical Ltd. (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and filed on March 21, 2017).
|
10.10*
|
|
Microbot Medical Inc. 2017 Equity Incentive Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2017, filed on November 14, 2017).
|
10.11*
|
|
Cooperation and Consulting Agreement, by and between StemCells, Inc. and Ken Stratton, dated June 6, 2016 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2016, filed on August 15, 2016).
|
10.12*
|
|
Cooperation and Consulting Agreement, by and between StemCells, Inc. and Gregory Schiffman, dated June 6, 2016 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2016, filed on August 15, 2016).
|
10.13
|
|
Cooperation and Consulting Agreement, by and between StemCells, Inc. and Ian Massey, dated June 6, 2016 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2016, filed on August 15, 2016).
|
10.14
|
|
Agreement, dated January 4, 2018, by and between CardioSert Ltd. and Microbot Medical Ltd. (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 8, 2018).
|
10.15
|
|
Tolling and Standstill Agreement, dated as of April 2, 2018, by and among (a) Schulte Roth & Zabel LLP, on behalf of Empery Asset Master, Ltd., Empery Tax Efficient LP, Empery Tax Efficient II LP, and Hudson Bay Master Fund, Ltd. and (b) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., on behalf of the Company. (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on November 19, 2018.)
|
10.16
|
|
Engagement Letter, dated as of October 12, 2018, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 16, 2019)
|
10.17
|
|
Form of Securities Purchase Agreement, dated as of January 14, 2019, by and among Microbot Medical Inc., and the Purchaser (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 16, 2019)
|
10.18
|
|
Form of Securities Purchase Agreement, dated as of January 15, 2019, by and among Microbot Medical Inc., and the Purchaser (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 17, 2019)
|
10.19
|
|
Form of Securities Purchase Agreement, dated as of January 23, 2019, by and among Microbot Medical Inc., and the Purchaser (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 25, 2019)
|
21.1
|
|
Subsidiaries of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and filed on March 21, 2017).
|
31.1
|
|
Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Harel Gadot, Chief Executive Officer)
|
31.2
|
|
Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (David Ben Naim, Chief Financial Officer)
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Harel Gadot, Chief Executive Officer)
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (David Ben Naim, Chief Financial Officer)
|
101.INS
|
|
XBRL Instance.
|
101.SCH
|
|
XBRL Taxonomy Extension
Schema.
|
101.CAL
|
|
XBRL Taxonomy Extension
Calculation.
|
101.DEF
|
|
XBRL Taxonomy Extension
Definition.
|
101.LAB
|
|
XBRL Taxonomy Extension
Labels.
|
101.PRE
|
|
XBRL Taxonomy Extension
Presentation.
|
*
Indicates Management contract or compensatory plan or arrangement
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
|
MICROBOT
MEDICAL INC.
|
|
|
|
/s/
Harel Gadot
|
|
Harel
Gadot
|
|
President,
Chief Executive Officer and Chairman
|
Dated:
March 29, 2019
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Harel Gadot
|
|
Chairman,
President and Chief Executive Officer
|
|
March
29, 2019
|
Harel
Gadot
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
David Ben Naim
|
|
Chief
Financial Officer
|
|
March
29, 2019
|
David
Ben Naim
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Yoav Waizer
|
|
Director
|
|
March
29, 2019
|
Yoav
Waizer
|
|
|
|
|
|
|
|
|
|
/s/
Yoseph Bornstein
|
|
Director
|
|
March
29, 2019
|
Yoseph
Bornstein
|
|
|
|
|
|
|
|
|
|
/s/
Prattipati Laxminarain
|
|
Director
|
|
March
29, 2019
|
Prattipati
Laxminarain
|
|
|
|
|
|
|
|
|
|
/s/
Scott Burell
|
|
Director
|
|
March
29, 2019
|
Scott
Burell
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
Martin
Madden
|
|
|
|
|
MICROBOT
MEDICAL INC.
CONSOLIDATED
FINANCIAL STATEMENTS
AS
OF DECEMBER 31, 2018
INDEX
TO FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of Microbot Medical Inc.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Microbot Medical Inc. and its subsidiary (the “Company”)
as of December 31, 2018 and 2017 and the related consolidated statements of comprehensive loss, changes in shareholders’
equity and cash flows for each of the two years in the period ended December 31, 2018, and the related notes (collectively referred
to as the “financial statements”).
In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December
31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provides a reasonable basis for our opinion.
Brightman
Almagor Zohar & Co.
Certified
Public Accountants
Member
of Deloitte Touche Tohmatsu Limited
Tel
Aviv, Israel
April 1, 2019
We
have served as the Company’s auditor since 2013.
MICROBOT
MEDICAL INC.
Consolidated
Balance Sheets
U.S.
dollars in thousands
(Except
share and per share data)
|
|
|
|
As of December 31,
|
|
|
Note
|
|
2018
|
|
2017
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
$
|
5,238
|
|
|
$
|
10,787
|
|
Restricted cash
|
|
|
|
|
|
|
25
|
|
|
|
27
|
|
Other current assets
|
|
|
3
|
|
|
|
568
|
|
|
|
116
|
|
|
|
|
|
|
|
|
5,831
|
|
|
|
10,930
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets, net
|
|
|
4
|
|
|
|
259
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
$
|
6,090
|
|
|
$
|
11,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
|
|
$
|
630
|
|
|
$
|
78
|
|
Accrued liabilities
|
|
|
5
|
|
|
|
755
|
|
|
|
450
|
|
Other accrued liabilities
|
|
|
8
|
|
|
|
3,375
|
|
|
|
-
|
|
Total current liabilities
|
|
|
|
|
|
|
4,760
|
|
|
|
528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative warrant liability
|
|
|
7
|
|
|
|
8
|
|
|
|
28
|
|
|
|
|
|
|
|
|
8
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
|
|
|
|
4,768
|
|
|
|
556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary equity:
|
|
|
9
|
|
|
|
|
|
|
|
|
|
Common stock of $0.01 par value; issued and outstanding: 0 and 721,107 shares as of December 31, 2018 and 2017
|
|
|
|
|
|
|
-
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock of $0.01 par value; Authorized: 1,000,000 shares as of December 31, 2018 and 2017; issued and outstanding: 0 and 4,001 shares as of December 31, 2018 and 2017, respectively
|
|
|
9
|
|
|
|
-
|
|
|
|
(*
|
)
|
Common stock of $0.01 par value; Authorized: 220,000,000 as of December 31, 2018 and 2017; issued and outstanding (**): 3,012,343 and 2,013,193 shares as of December 31, 2018, and December 31, 2017, respectively
|
|
|
|
|
|
|
31
|
|
|
|
27
|
|
Additional paid-in capital
|
|
|
|
|
|
|
32,530
|
|
|
|
30,561
|
|
Treasury shares
|
|
|
8
|
|
|
|
(3,375
|
)
|
|
|
-
|
|
Accumulated deficit
|
|
|
|
|
|
|
(27,864
|
)
|
|
|
(20,624
|
)
|
|
|
|
|
|
|
|
1,322
|
|
|
|
9,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,090
|
|
|
$
|
11,020
|
|
(*)
|
|
Less than
1
|
(**)
|
|
December
31 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on
September 4, 2018. Refer to Note 1 for further information.
|
The
accompanying notes are an integral part of these consolidated financial statements.
MICROBOT
MEDICAL INC.
Consolidated
Statements of Comprehensive Loss
U.S.
dollars in thousands
(Except
share and per share data)
|
|
|
|
|
Years
ended
|
|
|
|
|
|
|
December
31,
|
|
|
|
Note
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
expenses, net
|
|
|
11
|
|
|
$
|
2,515
|
|
|
$
|
1,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
12
|
|
|
|
4,729
|
|
|
|
4,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
|
|
|
|
7,244
|
|
|
|
5,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
(income) expenses, net
|
|
|
13
|
|
|
|
(4
|
)
|
|
|
2,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss and comprehensive loss
|
|
|
|
|
|
$
|
7,240
|
|
|
$
|
7,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share, basic and diluted
|
|
|
10
|
|
|
$
|
(2.41
|
)
|
|
$
|
(2.76
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average
number of common shares outstanding, basic and diluted (*)
|
|
|
|
|
|
|
2,904,253
|
|
|
|
2,178,827
|
|
(*)
|
|
December
31, 2017 share data represents the number of shares adjusted to retroactively reflect the 1:15 reverse stock split effected on
September 4, 2018. Refer to Note 1 for further information.
|
The
accompanying notes are an integral part of these consolidated financial statements.
MICROBOT
MEDICAL INC.
Consolidated
Statements of Shareholder’s Equity
U.S.
dollars in thousands
(Except
share and per share data)
|
|
Preferred
A Shares
|
|
|
Common
Stock (***)
|
|
|
Additional
|
|
|
Treasury
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
paid-in capital
|
|
|
shares (1)
|
|
|
Accumulated
deficit
|
|
|
shareholders’
equity
|
|
|
Temporary
equity (**)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
December 31, 2016
|
|
|
9,736
|
|
|
$
|
(*)
|
|
|
|
(**)1,788,884
|
|
|
$
|
18
|
|
|
$
|
14,713
|
|
|
$
|
-
|
|
|
$
|
(13,035
|
)
|
|
$
|
1,696
|
|
|
$
|
500
|
|
Issuance
of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
299,815
|
|
|
|
3
|
|
|
|
12,699
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,702
|
|
|
|
-
|
|
Share-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
8,085
|
|
|
|
(*)
|
|
|
|
479
|
|
|
|
-
|
|
|
|
-
|
|
|
|
479
|
|
|
|
-
|
|
Exercise
of options
|
|
|
-
|
|
|
|
-
|
|
|
|
31,787
|
|
|
|
(*)
|
|
|
|
(*)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cashless
exercise of warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
|
|
(*)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(*)
|
|
|
|
-
|
|
Extinguishment
of convertible notes and issuance of preferred A shares
|
|
|
3,255
|
|
|
|
(*)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,676
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,676
|
|
|
|
-
|
|
Conversion
of preferred A shares to common stock
|
|
|
(8,990
|
)
|
|
|
(*)
|
|
|
|
605,705
|
|
|
|
6
|
|
|
|
(6
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,589
|
)
|
|
|
(7,589
|
)
|
|
|
-
|
|
Balances,
December 31, 2017
|
|
|
4,001
|
|
|
|
(*)
|
|
|
|
2,734,300
|
|
|
|
27
|
|
|
|
30,561
|
|
|
|
-
|
|
|
|
(20,624
|
)
|
|
|
9,964
|
|
|
|
500
|
|
Share-based
compensation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,399
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,399
|
|
|
|
-
|
|
Exercise
of options
|
|
|
-
|
|
|
|
-
|
|
|
|
2,487
|
|
|
|
(*)
|
|
|
|
(*)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common
shares classified out of temporary equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
-
|
|
|
|
|
|
|
|
500
|
|
|
|
(500
|
)
|
Shares
issued as consideration-vendor
|
|
|
-
|
|
|
|
-
|
|
|
|
6,738
|
|
|
|
1
|
|
|
|
73
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74
|
|
|
|
-
|
|
Conversion
of preferred A shares to common stock
|
|
|
(4,001
|
)
|
|
|
(*)
|
|
|
|
268,818
|
|
|
|
3
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Rescission
of share purchase agreement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,375
|
)
|
|
|
-
|
|
|
|
(3,375
|
)
|
|
|
-
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,240
|
)
|
|
|
(7,240
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances,
December 31, 2018
|
|
|
-
|
|
|
$
|
(*)
|
|
|
|
**3,012,343
|
|
|
$
|
31
|
|
|
$
|
32,530
|
|
|
$
|
(3,375
|
)
|
|
$
|
(27,864
|
)
|
|
$
|
1,322
|
|
|
$
|
-
|
|
(1)
Refer to Note 8 for further information
(*)
Less than 1
(**)
Includes 721,107 common stock classified as temporary equity as of December 31, 2017.
(***)
December 31, 2016 and 2017 share data represent the number of shares adjusted to retroactively reflect the 1:15 reverse stock
split effected on September 4, 2018. Refer to Note 1 for further information.
The
accompanying notes are an integral part of these consolidated financial statements.
MICROBOT
MEDICAL INC.
Consolidated
Statements of Cash Flows
U.S.
dollars in thousands
(Except
share and per share data)
|
|
Years
ended December
31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(7,240
|
)
|
|
$
|
(7,589
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
54
|
|
|
|
21
|
|
Interest
and amortization of discount on convertible notes
|
|
|
-
|
|
|
|
237
|
|
Financing
loss on debt extinguishment
|
|
|
-
|
|
|
|
2,364
|
|
Changes
in fair value of derivative warrant liability
|
|
|
(20
|
)
|
|
|
(285
|
)
|
Shares
issued as consideration-vendor
|
|
|
74
|
|
|
|
-
|
|
Share-based
compensation expense
|
|
|
1,399
|
|
|
|
479
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
Other
receivables
|
|
|
(40
|
)
|
|
|
(14
|
)
|
Other
payables and accrued liabilities
|
|
|
463
|
|
|
|
(69
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(5,310
|
)
|
|
|
(4,856
|
)
|
|
|
|
|
|
|
|
|
|
INVESTMENT
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(223
|
)
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
(223
|
)
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inflows
in connection with current assets and liabilities acquired in reverse recapitalization, net
|
|
|
-
|
|
|
|
317
|
|
Deferred
financing fees
|
|
|
(18
|
)
|
|
|
-
|
|
Issuance
of common stock, net of issuance costs
|
|
|
-
|
|
|
|
12,702
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by financing activities
|
|
|
(18
|
)
|
|
|
13,019
|
|
|
|
|
|
|
|
|
|
|
(Decrease)
increase in cash and cash equivalents
|
|
|
(5,551
|
)
|
|
|
8,105
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents and restricted cash at the beginning of the year
|
|
|
10,814
|
|
|
|
2,709
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents and restricted cash at the end of the year
|
|
$
|
5,263
|
|
|
$
|
10,814
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
Non-cash
financing transactions:
|
|
|
|
|
|
|
|
|
Cashless
exercise of warrants
|
|
$
|
(*
|
)
|
|
$
|
(*
|
)
|
Rescission of
share purchase agreement
|
|
$
|
3,375
|
|
|
$
|
-
|
|
Conversion
of Series A Convertible Preferred Stock into common stock
|
|
$
|
30
|
|
|
$
|
90
|
|
Extinguishment
of convertible notes in exchange for Series A Convertible Preferred Stock
|
|
$
|
-
|
|
|
$
|
2,083
|
|
Financing fees included in other
payables and accrued liabilities
|
|
$
|
394
|
|
|
$
|
-
|
|
Temporary equity classified to permanent
equity
|
|
$
|
500
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
NOTE
1 GENERAL
A.
|
Description
of business
|
Microbot
Medical Inc. (the “Company”) is a pre-clinical medical device company specializing in the research, design and development
of next generation micro-robotics assisted medical technologies targeting the minimally invasive surgery space. The Company is
primarily focused on leveraging its micro-robotic technologies with the goal of improving surgical outcomes for patients.
It
was incorporated on August 2, 1988 in the State of Delaware under the name Cellular Transplants, Inc. The original Certificate
of Incorporation was restated on February 14, 1992 to change the name of the Company to Cyto Therapeutics, Inc. On May 24, 2000,
the Certificate of Incorporation as restated was further amended to change the name of the Company to StemCells, Inc.
On
November 28, 2016, the Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with
Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot Israel”).
On the same day and in connection with the Merger, the Company changed its name from StemCells, Inc. to Microbot Medical Inc.
On November 29, 2016, the Company’s common stock began trading on the Nasdaq Capital Market under the symbol “MBOT”.
Prior
to the Merger, the Company was a biopharmaceutical company that conducted research, development, and commercialization of stem
cell therapeutics and related technologies. The sale of substantially all material assets relating to the stem cell business were
completed on November 29, 2016.
The
Company and its subsidiaries are collectively referred to as the “Company”. “StemCells” or “StemCells,
Inc.” refers to the Company prior to the Merger.
To
date, the Company has not generated revenues from its operations. As of December 31, 2018, the Company had unrestricted cash and
cash equivalent balance of approximately $5,238, which management believes is sufficient to fund its operations for more than
12 months from the date of issuance of these financial statements and sufficient to fund its operations necessary to continue
development activities of its current proposed products, after taking into consideration the sale and issuance of common stock
to investors for gross proceeds of approximately $11 million in cash during the first quarter of 2019 . Refer to Note 16 - “Subsequent
Events” for further information.
Due
to continuing research and development activities, the Company expects to continue to incur additional losses for the foreseeable
future. The Company plans to continue to fund its current operations as well as other development activities relating to additional
product candidates, through future issuances of either debt and/or equity securities and possibly additional grants from the Israeli
Innovation Authority and other government institutions. The Company’s ability to raise additional capital in the equity
and debt markets is dependent on a number of factors, including, but not limited to, the market demand for the Company’s
stock, which itself is subject to a number of development and business risks and uncertainties, as well as the uncertainty that
the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company.
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions pertaining
to transactions and matters whose ultimate effect on the financial statements cannot precisely be determined at the time of financial
statements preparation. Although these estimates are based on management’s best judgment, actual results may differ from
these estimates.
MICROBOT MEDICAL
INC.
Notes to the consolidated
financial statements
U.S. dollars in thousands
(Except share and
per share data)
On
September 4, 2018, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary
of State of the State of Delaware to affect a one-for-15 reverse stock split of the Company’s common stock (the “Reverse
Split”). As a result of the Reverse Split, every 15 shares of the Company’s old common stock were converted into one
share of the Company’s new common stock. Fractional shares resulting from the Reverse Split were rounded up to the nearest
whole number. The Reverse Split automatically and proportionately adjusted, based on the one-for-fifteen split ratio, all issued
and outstanding shares of the Company’s common stock, as well as common stock underlying convertible preferred stock, stock
options, warrants and other derivative securities outstanding at the time of the effectiveness of the Reverse Split. The exercise
price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s
equity-based plans was also proportionately reduced. Share and per share data (except par value) for the periods presented reflect
the effects of the Reverse Split. References to numbers of shares of common stock and per share data in the accompanying financial
statements and notes thereto for periods ended prior to September 4, 2018 have been adjusted to reflect the Reverse Split on a
retroactive basis.
NOTE
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
significant accounting policies applied in the preparation of the financial statements are as follows:
The
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America
(“US GAAP”).
B.
|
Financial
statement in U.S. dollars
|
The
functional currency of the Company is the U.S. dollar (“dollar”) since the dollar is the currency of the primary economic
environment in which the Company has operated and expects to continue to operate in the foreseeable future.
Transactions
and balances denominated in dollars are presented at their original amounts. Transactions and balances denominated in foreign
currencies have been re-measured to dollars in accordance with the provisions of ASC 830-10, “Foreign Currency Translation”.
All
transaction gains and losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected
in the statement of operations as financial income or expenses, as appropriate.
C.
|
Cash
and cash equivalents
|
Cash
and cash equivalents consist of cash and demand deposits in banks, and other short-term liquid investments (primarily interest-bearing
time deposits) with original maturities of less than three months.
D.
|
Fair
value of financial instruments
|
The
carrying values of cash and cash equivalents, other receivable and other accounts payable and accrued liabilities approximate
their fair value due to the short-term maturity of these instruments.
The
Company measures the fair value of certain of its financial instruments (such as the derivative warrant liabilities) on a recurring
basis. The method of determining the fair value of derivative warrant liabilities is discussed in Note 7.
A
fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values. Financial assets
and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level
1
- Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level
2
- Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar
assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level
3
- Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S. dollars in thousands
(Except share and per share data)
Concentrations
of credit risk
Financial
instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents. The Company holds
these investments in highly rated financial institutions. These amounts at times may exceed federally insured limits. The Company
has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these
funds. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option
contracts, or other hedging arrangements.
Fixed
assets are presented at costs less accumulated depreciation. Depreciation is calculated based on the straight-line method over
the estimated useful lives of the assets, at the following annual rates:
|
|
%
|
|
|
|
|
|
Research equipment
and software
|
|
|
25-33
|
|
Furniture
and office equipment
|
|
|
7
|
|
Leasehold improvements
|
|
|
20
|
|
F.
|
Liabilities
due to termination of employment agreements
|
Under
Israeli employment laws, employees of Microbot Israel are included under Article 14 of the Severance Compensation Act, 1963 (“Article
14”). According to Article 14, these employees are entitled to monthly deposits made by Microbot Israel on their behalf
with insurance companies.
Payments
in accordance with Article 14 release Microbot Israel from any future severance payments (under the Israeli Severance Compensation
Act, 1963) with respect of those employees. The aforementioned deposits are not recorded as an asset in the Company’s balance
sheet,
G.
|
Basic
and diluted net loss per share
|
Basic
net loss per share is computed by dividing net loss, as adjusted to include the weighted average number of shares of common stock
outstanding during the year. Shares of common stock and preferred stock contingently issuable for little or no cash are included
in basic net loss per share on an as issued basis.
Diluted
net loss per share is computed by dividing net loss, as adjusted to include preferred shares dividend participation rights of
preferred shares outstanding during the year as well as of preferred shares that would have been outstanding if all potentially
dilutive preferred shares had been issued, by the weighted average number of shares of common stock outstanding during the year,
plus the number of shares of common stock that would have been outstanding if all potentially dilutive shares of common stock
had been issued, using the treasury stock method, in accordance with ASC 260-10 “Earnings per Share”.
All
outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years ended
December 31, 2018 and December 31, 2017, since all such securities have an anti-dilutive effect.
The
weighted average number of shares outstanding has been retroactively restated for the equivalent number of shares received by
the accounting acquirer as a result of the reverse recapitalization as if these shares had been outstanding as of the beginning
of the earliest period presented.
H.
|
Research
and development expenses, net
|
Research
and development expenses are charged to the statement of operations as incurred. Grants for funding of approved research and development
projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as
a deduction from the research and development expenses.
I.
|
Share-based
compensation
|
The
Company applies ASC 718-10, “Share-Based Payment,” which requires the measurement and recognition of compensation
expenses for all share-based payment awards made to employees and directors including stock options under the Company’s
stock plans based on estimated fair values.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S. dollars in thousands
(Except share and per share data)
ASC
718-10 requires companies to estimate the fair value of stock options using an option-pricing model. The value of the portion
of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s
statement of operations.
The
Company accounted for stock-based compensation awards to non-employees in accordance with the Financial Accounting Standards Board
(“FASB”) ASC 505-50, “Equity-Based Payments to Non-Employees” (“FASB ASC 505-50”). Under FASB
ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair
value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
In
June 2018, FASB issued Accounting Standards Update (“ASU”) 2018-07, “Compensation-Stock Compensation (Topic
718): Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for nonemployee share-based
payment transactions by aligning the measurement and classification guidance, with certain exceptions, to that for share-based
payment awards to employees. The amendments expand the scope of the accounting standard for share-based payment awards to include
share-based payment awards granted to non-employees in exchange for goods or services used or consumed in an entity’s own
operations and supersedes the guidance related to equity-based payments to non-employees. The Company elected to early adopt these
amendments on June 1, 2018. The adoption of these amendments did not have a significant impact on our consolidated financial statements
and related disclosures.
The
Company estimates the fair value of stock options granted as share-based payment awards using a Black-Scholes options pricing
model. The option-pricing model requires a number of assumptions, of which the most significant are expected volatility and the
expected option term (the time from the grant date until the options are exercised or expire). Expected volatility is estimated
based on volatility of similar companies in the technology sector for equity awards granted prior to the Merger and on the Company’s
trading share price for equity awards granted subsequent to the Merger. The Company has historically not paid dividends and has
no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds
with an equivalent term. The expected stock option term is calculated for stock options granted to employees and directors using
the “simplified” method. Grants to non-employees are based on the contractual term. Changes in the determination of
each of the inputs can affect the fair value of the stock options granted and the results of operations of the Company.
Certain
prior year amounts have been reclassified to conform to the current year presentation.
The
Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based
on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these
differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available
evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2018,
and 2017, the Company had a full valuation allowance against deferred tax assets.
L.
|
Recent
Accounting Standards
|
In
February 2016, the FASB issued ASU 2016-02 “Leases” to increase transparency and comparability among organizations
by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
For operating leases, the ASU requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at
the present value of the lease payments, on its balance sheet. The ASU retains the current accounting for lessors and does not
make significant changes to the recognition, measurement, and presentation of expenses and cash flows by a lessee.
In
July 2018, the FASB issued ASU No. 2018-11, “Targeted Improvements - Leases (Topic 842).” This update provides an
optional transition method that allows entities to elect to apply the standard prospectively at its effective date, versus recasting
the prior periods presented. If elected, an entity would recognize a cumulative-effect adjustment to the opening balance of retained
earnings in the period of adoption. This ASU is effective for the Company in the first quarter of 2019.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S. dollars in thousands
(Except share and per share data)
While
the Company continues to assess all of the effects of adoption, it currently believes the most significant effects from implementing
this standard relate to the recognition of new right-of-use (“ROU”) assets and lease liabilities on its balance sheet
for real estate operating leases and car leases. Upon adoption, the Company currently expects to recognize additional ROU assets
and lease liabilities of approximately $630, based on the present value of the remaining minimum rental payments under current
leasing standards for existing operating leases.
In
June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses” to improve information on credit
losses for financial assets and net investment in leases that are not accounted for at fair value through net income. The ASU
replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This ASU is
effective for the Company in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the
effect the adoption of this ASU will have on its consolidated financial statements.
In
July 2017, the FASB issued ASU 2017-11, which includes Part I “Accounting for Certain Financial Instruments with Down Round
Features” and Part II “Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of
Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception”. The ASU
makes limited changes to the Board’s guidance on classifying certain financial instruments as either liabilities or equity.
The ASU’s objective is to improve (1) the accounting for instruments with “down-round” provisions and (2) the
readability of the guidance in ASC 480 on distinguishing liabilities from equity by replacing the indefinite deferral of certain
pending content with scope exceptions. The ASU is effective for the Company in the first quarter of 2019, with early adoption
permitted. The Company has derivative warranty liabilities as discussed in Note 7 which upon adoption of the new standard are
expected to be classified as permanent equity.
In
August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which
will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard
removes, modifies, and adds certain disclosure requirements, and is effective for the Company beginning on January 1, 2020. The
Company does not expect that this standard will have a material effect on the Company’s consolidated financial statements.
NOTE
3 OTHER CURRENT ASSETS
|
|
As
of December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Amounts
due from government institutions
|
|
$
|
65
|
|
|
$
|
35
|
|
Deferred
costs related to issuance of common shares (see Note 16)
|
|
|
412
|
|
|
|
-
|
|
Prepaid
expenses and others
|
|
|
91
|
|
|
|
81
|
|
|
|
$
|
568
|
|
|
$
|
116
|
|
NOTE
4 FIXED ASSETS, NET
|
|
As
of December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
|
|
Research
equipment and software
|
|
$
|
98
|
|
|
$
|
76
|
|
Leasehold
improvement
|
|
|
83
|
|
|
|
-
|
|
Furniture
and office equipment
|
|
|
210
|
|
|
|
92
|
|
|
|
|
391
|
|
|
|
168
|
|
Accumulated
Depreciation:
|
|
|
|
|
|
|
|
|
Research
equipment and software
|
|
|
47
|
|
|
|
42
|
|
Leasehold
improvement
|
|
|
12
|
|
|
|
-
|
|
Furniture
and office equipment
|
|
|
73
|
|
|
|
36
|
|
|
|
|
132
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
259
|
|
|
$
|
90
|
|
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S. dollars in thousands
(Except share and per share
data)
NOTE
5 - ACCRUED LIABILITIES
|
|
As
of December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Employee-related
liabilities
|
|
$
|
67
|
|
|
$
|
64
|
|
Amounts
due to certain government institution
|
|
|
220
|
|
|
|
56
|
|
Other
current liabilities
|
|
|
468
|
|
|
|
330
|
|
|
|
$
|
755
|
|
|
$
|
450
|
|
NOTE
6 CONVERTIBLE LOAN FROM SHAREHOLDERS
Securities
Exchange Agreement with Alpha Capital
On
December 16, 2016, the Company entered into a Securities Exchange Agreement with Alpha Capital, pursuant to which Alpha Capital
exchanged 655,967 shares (9,736,000 shares before the Reverse Split) of common stock or rights to acquire shares of the common
stock held by it, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock, par value $0.01 per share
(the “Preferred Stock”). The common stock and common stock underlying the rights to acquire common stock include all
of the shares of common stock issued or issuable to Alpha Capital pursuant to the Merger. The 655,967 shares (9,735,925 shares
before the Reverse Split) of common stock and the rights to acquire common stock were cancelled and the Company’s issued
and outstanding shares of common Stock were reduced to 1,786,684 (26,518,315 before the Reverse Split).
On
May 9, 2017, the Company entered into a Securities Exchange Agreement with Alpha Capital pursuant to which the Company agreed
to issue 3,255 shares of the Series A Convertible Preferred Stock, par value $0.01 per share, of the Company, in exchange for
the full satisfaction, termination and cancellation of the outstanding 6% convertible promissory note of the Company in the principal
amount of approximately $2,029 issued on November 28, 2016 and held by Alpha Capital. As a result of the extinguishment of the
convertible note and issuance of the preferred shares, the Company recorded a financial loss in the amount of $2,360.
NOTE
7 - DERIVATIVE WARRANT LIABILITIES
The
remaining outstanding warrants and terms as of December 31, 2018 and December 31, 2017 (split-adjusted) are as follows: (*)
Issuance date
|
|
Outstanding as of December 31, 2017
|
|
Outstanding as of December 31, 2018
|
|
Exercise Price
|
|
Exercisable as of December 31, 2018
|
|
Exercisable Through
|
|
|
|
|
|
|
|
|
|
|
|
Series A (2013)
|
|
|
3,895
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
October 2018
|
Series A (2013)
|
|
|
183
|
|
|
|
183
|
|
|
$
|
2,725
|
|
|
|
183
|
|
|
April 2023
|
Series A (2015)
|
|
|
683
|
|
|
|
683
|
|
|
$
|
1,363
|
|
|
|
683
|
|
|
April 2020
|
Series A (2016) (a)
|
|
|
625
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
March 2018
|
Series B (2016) (a)
|
|
|
2,770
|
|
|
|
2,770
|
|
|
$
|
40
|
|
|
|
2,770
|
|
|
March 2022
|
|
(*)
|
|
December
31, 2018 and 2017 warrant data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split effected
on September 4, 2018. Refer to Note 1 for further information.
|
|
a)
|
|
These warrants
contain a full ratchet anti-dilution price protection so that, in most situations upon the issuance of any common stock or securities
convertible into common stock at a price below the then-existing exercise price of the outstanding warrants, the warrant exercise
price will be reset to the lower common stock sales price. As such anti-dilution price protection does not meet the specific conditions
for equity classification, the Company is required to classify the fair value of these warrants as a liability, with changes in
fair value to be recorded as income (loss) due to change in fair value of warrant liability. The estimated fair value of the Company’s
warrant liability at December 31, 2018 and December 31, 2017, was approximately $8 and $28, respectively.
|
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
As
quoted prices in active markets for identical or similar warrants are not available, the Company uses directly observable inputs
in the valuation of its derivative warrant liabilities (level 3 measurement).
The
Company uses the Black-Scholes valuation model to estimate fair value of these warrants. In using this model, the Company makes
certain assumptions about risk-free interest rates, dividend yields, volatility, expected term of the warrants and other assumptions.
Risk-free interest rates are derived from the yield on U.S. Treasury debt securities. Dividend yields are based on our historical
dividend payments, which have been zero to date. Volatility is estimated from the historical volatility of our common stock as
traded on NASDAQ. The expected term of the warrants is based on the time to expiration of the warrants from the date of measurement.
In
March 2017, an institutional holder executed a cashless exercise of 51 warrants and 24 shares of common stock were issued in connection
therewith.
The
following table summarizes the changes in the valuation of the derivative warrant liabilities as of December 31, 2018 and December
31, 2017:
|
|
Series
A (2011)
|
|
|
Series
A (2013)
|
|
|
Series
A (2013)
|
|
|
Series
A (2015)
|
|
|
Series A
(2016)
|
|
|
Series B
(2016)
|
|
|
Total
|
|
Balances at December
31, 2017
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(*)
|
|
|
$
|
28
|
|
|
$
|
28
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(*)
|
|
|
|
-
|
|
|
|
(*)
|
|
Changes in
fair value
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(20
|
)
|
|
|
(20
|
)
|
Balances at
December 31, 2018
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
8
|
|
|
$
|
8
|
|
(*)
Less than 1
The
following table summarizes the observable inputs used in the valuation of the derivative warrant liabilities as of December 31,
2018 and December 31, 2017 (split-adjusted):
|
|
As
of December 31, 2018
|
|
|
As
of December 31, 2017
|
|
|
|
|
Series
A (2016)
|
|
|
|
Series
B (2016)
|
|
|
|
Series
A (2016)
|
|
|
|
Series
B (2016)
|
|
Share price
|
|
|
—
|
|
|
$
|
1.72
|
|
|
$
|
15.10
|
|
|
$
|
15.10
|
|
Exercise price
|
|
|
—
|
|
|
$
|
40.00
|
|
|
$
|
40.00
|
|
|
$
|
40.00
|
|
Expected volatility
|
|
|
—
|
|
|
|
181.3
|
%
|
|
|
60
|
%
|
|
|
119
|
%
|
Risk-free interest
|
|
|
—
|
|
|
|
2.92
|
%
|
|
|
1.24
|
%
|
|
|
1.89
|
%
|
Dividend yield
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Expected life of up to (years)
|
|
|
—
|
|
|
|
3.25
|
|
|
|
0.25
|
|
|
|
4.25
|
|
Activity
in such liabilities measured on a recurring basis is as follows:
|
|
Derivative
Warrant Liabilities
|
|
As of December 31, 2017
|
|
$
|
28
|
|
Revaluation
of warrants
|
|
|
(20
|
)
|
As of December
31, 2018
|
|
$
|
8
|
|
|
|
Derivative
Warrant Liabilities
|
|
As of December 31, 2016
|
|
$
|
313
|
|
Revaluation of warrants
|
|
|
(285
|
)
|
Exercise warrants
|
|
|
(*)
|
|
As of December
31, 2017
|
|
$
|
28
|
|
(*)
Less than 1
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
In
accordance with ASC-820-10-50-2(g), the Company has performed a sensitivity analysis of the derivative warrant liabilities of
the Company which are classified as level 3 financial instruments. The Company recalculated the value of warrants by applying
a +/- 5% changes to the input variables in the Black-Scholes model that vary overtime, namely, the volatility and the risk-free
rate. A 5.0% decrease or increase in volatility would not have materially changed the value of the warrants. A 5.0% decrease or
increase in the risk-free rate would not have materially changed the value of the warrants; the value of the warrants is not strongly
correlated with small changes in interest rates.
NOTE
8 COMMITMENTS AND CONTINGENCIES
Microbot
Israel obtained from the Israeli Innovation Authority (“IIA”) grants for participation in research and development
for the years 2013 through December 31, 2018 in the total amount of approximately $1,310 and, in return, Microbot Israel is obligated
to pay royalties amounting to 3%-3.5% of its future sales up to the amount of the grant. The grant is linked to the exchange rate
of the dollar to the New Israeli Shekel and bears interest of Libor per annum.
The
repayment of the grants is contingent upon the successful completion of the Company’s research and development programs
and generating sales. The Company has no obligation to repay these grants, if the project fails, is unsuccessful or aborted or
if no sales are generated. The financial risk is assumed completely by the Government of Israel. The grants are received from
the Government on a project-by-project basis.
Microbot
Israel signed an agreement with the Technion Research and Development Foundation (“TRDF”) in June 2012 by which TRDF
transferred to Microbot Israel a global, exclusive, royalty-bearing license. As partial consideration for the license, Microbot
Israel shall pay TRDF royalties on net sales (between 1.5%-3%) and on sublicense income as detailed in the agreement.
Lease
Agreements
In
December 2016, the Company entered into car lease agreements, which will end on December 31, 2019. According to the lease agreement,
the monthly car lease payment is approximately $2.5.
In
January 2018, the Company entered into an office lease agreement in the U.S., with a term ending on December 31, 2021. According
to the lease agreement, the monthly office lease payment is approximately $4.
In
May 2017, the Company entered into an office lease agreement in Israel effective from February 1, 2018, with a term ending on
December 31, 2020. According to the lease agreement, the monthly office lease payment is approximately $14.
Compensation Liability
The Company incurred compensation
commitments of approximately $400 to a former executive that management estimates as remote that this amount will ever be paid
out and therefore is not reflected in these consolidated financial statements.
Contract
Research Agreements
Agreement
with Washington University
On
January 27, 2017, the Company entered into a Contract Research Agreement (the “Research Agreement”) with The Washington
University (“Washington U.”), pursuant to which the parties are collaborating to determine the effectiveness of the
Company’s self-cleaning shunt.
The
study in Washington U. includes several phases. The first phase (initial research) was completed. An agreement on the second phase
was entered into in September 2018 with total expected costs of approximately $248.1.
Pursuant
to the Research Agreement, all rights, title and interest in the data, information and results obtained or arrived at by Washington
U. in the performance of its services under the Research Agreement, as well as any patentable inventions obtained or arrived at
in the performance of such services, will be jointly owned by the Company and Washington U., and each will have full right to
practice and grant licenses in joint inventions. Additionally, Washington U. granted to the Company: (a) a non-exclusive, worldwide,
royalty-free, fully paid-up, perpetual and irrevocable license to use and practice patentable inventions (other than joint inventions
and improvements to Washington U.’s animal models) obtained or arrived at by Washington U. in the provision of its services
under the Research Agreement (“University Inventions”) with respect to the self-cleaning shunt; and (b) an exclusive
option to obtain an exclusive worldwide license in University Inventions, on terms to be negotiated between the parties.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
Agreement
with Wayne State University
On
September 12, 2016, the Company entered into a research agreement (the “WSU Agreement”) with Wayne State University
(“WSU.”), pursuant to which the parties are collaborating to determine the efficacy of the Company’s self-cleaning
shunt.
The
study in WSU includes several phases. The first phase (initial research) was completed. An agreement on the second phase was entered
into in April 2018 with total expected costs of approximately $130.
Pursuant
to the WSU Agreement, WSU shall own all data generated by the research and the Company shall have unrestricted free right to use
and disclose all the results, information and material generated from the WSU Agreement.
Rights
to inventions, improvements or discoveries, whether or not patentable or copyrightable made solely by the employees of the Company
in the course of performance of the workplan agreed upon between the Company and WSU shall belong to the Company.
Rights
to inventions, improvements or discoveries, whether or not patentable or copyrightable made solely by the employees of WSU in
the course of performance of the workplan agreed upon between the Company and WSU shall belong to WSU. WSU shall grant the Company
with a worldwide non-exclusive, perpetual, royalty-free license to university inventions to use and practice patentable inventions.
Rights
to inventions, improvements or discoveries, whether or not patentable or copyrightable made by at least one employee of WSU and
one employee of the Company in the course of performance of the workplan agreed upon between the Company and WSU shall belong
to WSU and the Company jointly. Both the Company and WSU will be free to use and license to others the rights of joint inventions
for any and all purposes without consultation or obligation to the other party. WSU granted the Company a first option to negotiate
an exclusive license to use and practice WSU inventions and its interest in the joint inventions as detailed in the WSU Agreement.
Litigation
The
Company is named as the defendant in a lawsuit, captioned Sabby Healthcare Master Fund Ltd. and Sabby Volatility Warrant Master
Fund Ltd., Plaintiffs, against Microbot Medical Inc., Defendant, in the Supreme Court of the State of New York, County of New
York (the “Matter”). The complaint alleged, among other things, that the Company breached multiple representations
and warranties contained in the Securities Purchase Agreement (the “SPA”) related to the June 8, 2017 equity financing
of the Company (the “Financing”), of which the Plaintiffs participated. The complaint originally sought rescission
of the SPA and return of the Plaintiffs’ $3,375 purchase price with respect to the Financing, and damages in an amount to
be determined at trial, but alleged to exceed $1,000.
On
February 28, 2019, the Court issued its Decision and Order After Trial, finding for the Plaintiffs and ordering that the SPA be
rescinded and that the parties be restored to the status quo ante.
The rescission would require
the Plaintiffs to transfer back to the Company the shares they purchased pursuant to the SPA, and the Company to return to
the Plaintiffs their purchase price of $3,375. As such, the Company recorded a short-term liability of $3,375 with an offset
to shareholders’ equity as of December 31, 2018 with respect to the court’s decision. On March 27, 2019, the
Company filed a Notice of Appeal and an Undertaking to stay execution of the judgment pending appeal. If the Company loses on
appeal, it also has to pay interest on the judgment from the judgment date at a 9% per annum rate.
Tolling
and Standstill Agreement
On
April 4, 2018, the Company entered into a Tolling and Standstill Agreement (the “Tolling Agreement”) with Empery Asset
Master, Ltd., Empery Tax Efficient LP, Empery Tax Efficient II LP, and Hudson Bay Master Fund, Ltd., the other investors in the
Financing (the “Other Investors”). Pursuant to the Tolling Agreement, among other things, (a) the Other Investors
agree not to bring any claims against the Company arising out of the Matter, (b) the parties agree that if the Company reaches
an agreement to settle the claims asserted by the Sabby Funds in the above suit, the Company will provide the same settlement
terms on a pro rata basis to the Other Investors, and the Other 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 suit is executed; (ii) a judgment in the suit is obtained; or (iii) the suit is otherwise dismissed
with prejudice.
No
provision has been recorded with respect to the Tolling Agreement since no settlement was reached with respect to the Matter.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
Agreement
with CardioSert Ltd.
On
January 4, 2018, Microbot Israel entered into an agreement with CardioSert Ltd. (“CardioSert”) to acquire certain
patent-protected technology owned by CardioSert (the “Technology”).
Pursuant
to the Agreement, Microbot Israel made an initial payment of $50 to CardioSert and had 90-days to elect to complete the acquisition.
At the end of the 90-day period, at Microbot Israel’s sole option, CardioSert shall assign and transfer the Technology to
Microbot Israel and Microbot Israel shall pay to CardioSert additional amounts and securities as determined in the agreement.
On
April 10, 2018, Microbot delivered an Exercise Notice to CardioSert Ltd., notifying it that Microbot elected to exercise the option
to acquire the Technology owned by CardioSert and therefore made an additional cash payment of $250 and 6,738 shares of common
stock (100,000 shares of common stock before the Reverse Split) estimated of $74.
The
agreement may be terminated by Microbot Israel at any time for convenience upon 90-days’ notice. The agreement may be terminated
by CardioSert in case the first commercial sale does not occur by the third anniversary of the date of signing of the agreement
except if Microbot Israel has invested more than $2,000 in certain development stages, or the first commercial sale does not occur
within 50 months. In each of the above termination events, or in case of breach by Microbot Israel, CardioSert shall have the
right to buy back the Technology from Microbot Israel for $1.00, upon 60 days prior written notice, but only 1 year after such
termination. Additionally, the agreement may be terminated by either party upon breach of the other (subject to cure).
CardioSert
agreed to assist Microbot Israel in the development of the Technology for a minimum of one year, for a monthly consultation fee
of NIS 40,000 covering up to 60 consulting hours per month.
NOTE
9 SHARE CAPITAL
Each
share of the Series A Convertible Preferred Stock, par value $0.01 per share, issued by the Company in December 2016 and in May
2017 (the “Series A Convertible Preferred Stock”), was convertible, at the option of the holder, into 67 shares of
common stock (1,000 shares of common stock before the Reverse Split), and conferred upon the holder dividend rights on an as converted
basis. On December 12, 2018, the Company filed a Certificate of Elimination with respect to its Series A Convertible Preferred
Stock and as of December 31, 2018, the Company did not have any Series A Convertible Preferred Stock issued or outstanding.
During
the year ended December 31, 2017, the holder of the Series A Convertible Preferred Stock converted 8,990 shares of the Series
A Convertible Preferred Stock for 605,705 shares (8,990,000 shares before the Reverse Split) of common stock, pursuant to the
terms of conversion of the Series A Convertible Preferred Stock.
During
the year ended December 31, 2018, the holder of the Series A Convertible Preferred Stock converted 4,001 shares of the Series
A Convertible Preferred Stock for 268,818 shares (4,001,000 shares before the Reverse Split) of common stock, pursuant to the
terms of conversion of the Series A Convertible Preferred Stock. As of December 31, 2018, all of the shares of Series A Convertible
Preferred Stock were fully converted.
See
Note 8 – “Commitment s and Contingencies-Agreement with CardioSert Ltd.,” with respect to the issuance of 6,738
shares of the Company’s common stock
Exercise
of Warrants
On
March 2017, an institutional holder exercised, in a cashless transaction, 52 warrants (768 before the split) and 24 shares (359
shares before the split) of common stock were issued in connection therewith.
Share
Capital Developments
The
authorized capital stock consists of 221,000,000 shares of capital stock, which consists of 220,000,000 shares of common stock
and 1,000,000 shares of undesignated preferred stock, par value $0.01 (the “Preferred Stock”). As of December 31,
2018, the Company had 3,012,343 shares of common stock issued and outstanding and no shares of Preferred Stock issued or outstanding.
On
December 27, 2016, the Company exchanged 655,962 shares (9,735,925 shares before the Reverse Split) or rights to acquire shares
of its common stock, for 9,736 shares of a newly designated class of Series A Convertible Preferred Stock.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
On
January 5, 2017, the Company entered into a definitive securities purchase agreement with an institutional investor (the “Purchaser”)
for the purchase and sale of an aggregate of 47,163 shares (700,000 shares before the Reverse Split) of common stock in a registered
direct offering for $74.00 per share ($5.00 per share before the Reverse Split) or gross proceeds of $3,500. The Company paid
the placement agent a fee of $210 plus reimbursement of out-of-pocket expenses, as well as other offering-related expenses.
On
June 5, 2017, the Company entered into a Securities Purchase Agreement with certain institutional investors (the “Investors”)
providing for the issuance and sale by the Company to the Investors of an aggregate of 252,652 shares (3,750,000 shares before
the Reverse Split) of common stock, at a purchase price per share of $40.50 ($2.70 before the Reverse Split). The gross proceeds
to the Company was $10,125 before deducting placement agent fees and offering expenses of $922. See Note 8 – “Commitments
and Contingencies-Litigation” with respect to certain rescission rights awarded to two affiliated Investors.
Employee
Stock Option Grant
In
September 2014, Microbot Israel’s board of directors approved a grant of 26,906 stock options (403,592 stock options before
the Reverse Split) (77,846 stock options as retroactively adjusted to reflect the Merger) to its CEO, through MEDX Venture Group
LLC. Each option was exercisable into an ordinary share, at an exercise price of $12.00 ($0.80 before the Reverse Split) ($4.20
as retroactively adjusted to reflect the Merger). The stock options were fully vested at the date of grant.
On
May 2, 2016, Microbot Israel’s board of directors approved a grant of 33,333 stock options (500,000 stock options before
the Reverse Split) (96,482 as retroactively adjusted to reflect the Merger) to certain of its employees and directors. Each stock
option was exercisable into an ordinary share, NIS 0.001 par value, of Microbot Israel, at an exercise price equal to the ordinary
share’s par value. The stock options were fully vested at the date of grant. As a result, the Company recognized compensation
expenses in the amount of $675 included in general and administrative expenses. As the exercise price of the stock options is
nominal, Microbot Israel estimated the fair value of the options as equal to the Company’s share price of $20.25 ($1.35
before the Reverse Split) ($7.05 as retroactively adjusted to reflect the Merger) at the date of grant.
On
September 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”), which Plan authorizes, among
other things, the grant of options to purchase shares of common stock to directors, officers and employees of the Company and
to other individuals.
On
September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 120,848 shares
(1,812,712 shares before the Reverse Split) of common stock to Mr. Harel Gadot, the Company’s Chairman of the Board, President
and CEO, at an exercise price per share of $15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3-5
years as outlined in the option agreements. As a result, the Company recognized compensation expenses in the amount of $581 and
$156 included in general and administrative expenses for the year ended December 31, 2018 and 2017 respectively.
On
September 14, 2017, the board of directors approved a grant of stock options to purchase an aggregate of up to 72,508 shares (1,087,627
shares before the Reverse Split) of common stock to Mr. Hezi Himelfarb, the Company’s General Manager, COO and a member
of the Board, at an exercise price per share of $19.35 ($1.29 before the Reverse Split). The grant was subject to the Israeli
Tax Authority’s approval of the plan which occurred on October 14, 2017. In accordance with the option agreement, the options
vest for period of 3 years starting from the grand date As a result, the Company recognized compensation expenses in the amount
of $431 and $92 included in research and developing expenses for the year ended December 31, 2018 and 2017 respectively.
On
December 6, 2017, the board of directors approved a grant of 12,698 stock options (190,475 stock options before the Reverse Split)
to purchase an aggregate of up to 12,698 shares of common stock to certain of its directors, at an exercise price per share of
$15.75 ($1.05 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements.
As a result, the Company recognized compensation expenses in the amount of $67 and $5 included in general and administrative expenses
for the year ended December 31, 2018 and 2017 respectively.
On
December 28, 2017, the board of directors approved a grant of 66,036 stock options (990,543 stock options before the Reverse Split)
to purchase an aggregate of up to 66,036 shares of common stock to certain of its employees, at an exercise price per share of
$15.3 ($1.02 before the Reverse Split). The stock options vest over a period of 3 years as outlined in the option agreements.
As a result, the Company recognized compensation expenses in the amount of $307 and $0 included in general and administrative
expenses and research and development expenses for the year ended December 31, 2018 and 2017 respectively.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
On
November 2017, certain employees and consultant exercised 31,453 options (471,794 options before the Reverse Split) to 31,453
ordinary shares at exercise price of 0.001 NIS.
In
February 2018, an employee exercised options to purchase 2,487 shares (37,300 shares before the Reverse Split) of common stock
at an exercise price of $0.001 per share.
On
August 13, 2018, the board of directors approved a grant of stock options to purchase an aggregate of up to 10,000 shares (150,000
shares before the Reverse Split) of common stock to Mr. Simon Sharon, the company’s CTO, at an exercise price per share
of $9 ($0.6 before the Reverse Split). The grant was subject to the Israeli Tax Authority’s approval of the plan which occurred
on October 14, 2017. In accordance with the option agreement, the options vest for period of 3 years starting from the grand date
as a result, the Company recognized compensation expenses in the amount of $11 and $0 included in research and development expenses
for the year ended December 31, 2018 and 2017 respectively.
A
summary of the Company’s option activity related to options to employees and directors, and related information is as follows:
|
|
For
the year ended December 31, 2018
|
|
|
|
Number
of Stock Options
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at beginning of period
|
|
|
414,965
|
|
|
$
|
11.70
|
|
|
$
|
1,859
|
|
Granted
|
|
|
10,000
|
|
|
|
9
|
|
|
|
-
|
|
Exercised
|
|
|
(2,487
|
)
|
|
|
-
|
|
|
|
-
|
|
Cancelled
|
|
|
(24,170
|
)
|
|
|
-
|
|
|
|
-
|
|
Outstanding
at end of period
|
|
|
398,308
|
|
|
$
|
11.50
|
|
|
$
|
108
|
|
Vested at
end of period
|
|
|
245,010
|
|
|
$
|
8.45
|
|
|
$
|
108
|
|
|
|
For
the year ended December 31, 2017(*)
|
|
|
|
Number
of Stock Options
|
|
|
Weighted
Average Exercise Price
|
|
|
Aggregate
Intrinsic Value
|
|
Outstanding at beginning of period
|
|
|
174,328
|
|
|
$
|
1.95
|
|
|
$
|
3,739
|
|
Granted
|
|
|
272,090
|
|
|
|
16.50
|
|
|
|
-
|
|
Exercised
|
|
|
(31,453
|
)
|
|
|
-
|
|
|
|
-
|
|
Cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Outstanding
at end of period
|
|
|
414,965
|
|
|
$
|
11.70
|
|
|
$
|
1,859
|
|
Vested at
end of period
|
|
|
142,875
|
|
|
$
|
1.95
|
|
|
$
|
1,375
|
|
(*)
December 31, 2018 and 2017 option data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split
effected on September 4, 2018. Refer to Note 1 for further information.
The
aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value
of the common stock and the exercise price, multiplied by the number of in-the-money stock options on those dates that would have
been received by the stock option holders had all stock option holders exercised their stock options on those dates.) as of December
31, 2018 and December 31, 2017 respectively.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
The
stock options outstanding as of December 31, 2018 and December 31, 2017, separated by exercise prices, are as follows:
Exercise
price
$
|
|
|
Stock
options
outstanding as of December 31, 2018
|
|
|
Stock
options outstanding as of December 31, 2017(**)
|
|
|
Weighted
average remaining contractual life – years as of December 31, 2018
|
|
|
Weighted
average remaining contractual life – years as of December 31, 2017(**)
|
|
|
Stock
options exercisable as of December 31, 2018
|
|
|
Stock
options exercisable as of December 31, 2017(**)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.20
|
|
|
|
77,846
|
|
|
|
77,846
|
|
|
|
7.00
|
|
|
|
8.00
|
|
|
|
77,846
|
|
|
|
77,846
|
|
|
15.75
|
|
|
|
133,546
|
|
|
|
133,546
|
|
|
|
8.75
|
|
|
|
9.75
|
|
|
|
53,752
|
|
|
|
-
|
|
|
9.00
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
9.75
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
19.35
|
|
|
|
72,508
|
|
|
|
72,508
|
|
|
|
8.75
|
|
|
|
9.75
|
|
|
|
29,003
|
|
|
|
-
|
|
|
15.30
|
|
|
|
41,866
|
|
|
|
66,036
|
|
|
|
9.00
|
|
|
|
10.00
|
|
|
|
21,867
|
|
|
|
-
|
|
|
(*)
|
|
|
|
62,542
|
|
|
|
65,029
|
|
|
|
7.75
|
|
|
|
8.75
|
|
|
|
62,542
|
|
|
|
65,029
|
|
|
|
|
|
|
398,308
|
|
|
|
414,965
|
|
|
|
7.29
|
|
|
|
9.30
|
|
|
|
245,010
|
|
|
|
142,875
|
|
(*)
Less than $0.01.
(**)
December 31, 2018 and 2017 options data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split
effected on September 4, 2018. Refer to Note 1 for further information.
Compensation
expense recorded by the Company in respect of its stock-based employee compensation awards in accordance with ASC 718-10 for the
year ended December 31, 2018 and 2017 was $ 1,399 and $254, respectively.
The
fair value of the stock options is estimated at the date of grant using Black-Scholes options pricing model with the following
weighted-average assumptions:
|
|
Year
ended December 31, 2018
|
|
|
Year
ended
December
31, 2017
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
99.4
|
%
|
|
|
122.5
|
%
|
Risk-free interest
|
|
|
2.39
|
%
|
|
|
1.64
|
%
|
Dividend yield
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected life of up to (years)
|
|
|
5.24
|
|
|
|
6.25
|
|
Shares Issued to Service
Provider
In
connection with the Merger, the Company issued an aggregate of 525,706 restricted shares (7,802,639 restricted shares before the
Reverse Split) of its common stock to certain advisors. The fair value of the award of approximately $10,000 was estimated based
on the share price of the common stock of $19.2 ($1.28 before the Reverse Split) as of the date of grant.
During
2017, the Company issued an aggregate of 8,085 nonrefundable shares (120,000 nonrefundable shares before the Reverse Split) of
common stock to a consultant as part of investor relations services. The Company recorded expenses of approximately $225 with
respect to the issuance of these shares included in general and administrative expenses.
On
May 24, 2018 the Company issued an aggregate of 6,738 nonrefundable shares (100,000 nonrefundable shares before the Reverse Split)
of common stock to CardioSert as part of certain patent acquisition. The Company recorded expenses of approximately $74 with respect
to the issuance of these shares included in research and development expenses.
Repurchase
of Shares
The
Company had intended to enter into a definitive agreement with up to three Israeli shareholders, some of whom are directors of
the Company, that were former shareholders of Microbot Israel, pursuant to which the Company would repurchase, at a discount on
the fair value of the share at the date of repurchase, up to $500 of common stock held by them, in the aggregate, if and to the
extent such shareholders are unable to sell enough of their shares to cover certain of their Israeli tax liabilities resulting
from the Merger. Such repurchase(s), if any, would occur only after the two-year anniversary of the Merger. The transaction would
have been subject to negotiating final terms and entering into definitive agreements with such shareholders.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
The
Company evaluated whether an embedded derivative that requires bifurcation exists within such shares that may be subject to repurchase.
The Company concluded the fair value of such derivative instrument would be nominal and, in any case, would represent an asset
to the Company as (a) the settlement requires acquiring the shares at a discount on the fair market value of the share at the
time of re purchase and in no circumstances the acquisition price will be higher than approximately one dollar per share (representing
25% discount on the fair market value of the share at the merger closing date) and (b) it is assumed that the selling shareholders
would use such right as last resort as such repurchase at a discount on the fair market value of such shares results in a loss
to be incurred by the selling shareholders.
In
accordance with ASC 480-10-S99-3A (formerly EITF D-98), the Company classified the maximum amount it may be required to pay in
the event the repurchase right is exercised ($500) as temporary equity.
As
of December 31, 2018, the Company determined that no obligation remained to enter into any such definitive agreement as the two-year
anniversary of the Merger was in November 2018 and therefore there was no liability for the Company to repurchase any shares from
the three Israeli shareholders.
NOTE
10 BASIC AND DILUTED NET LOSS PER SHARE
The
basic and diluted net loss per share and weighted average number of shares of common stock used in the calculation of basic and
diluted net loss per share are as follows (in thousands, except share and per share data):
|
|
Years
ended
December 31,
|
|
|
|
|
2018
(*)
|
|
|
|
2017
(*)
|
|
Net loss attributable
to shareholders of the Company
|
|
$
|
7,240
|
|
|
$
|
7,589
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to shareholders of preferred shares
|
|
|
254
|
|
|
|
1,582
|
|
|
|
|
|
|
|
|
|
|
Net loss used
in the calculation of basic net loss per share
|
|
$
|
6,986
|
|
|
$
|
6,007
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share
|
|
$
|
(2.41
|
)
|
|
$
|
(2.76
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average
number of common shares
|
|
|
2,904,253
|
|
|
|
2,178,827
|
|
(*)
December 31, 2018 and 2017 shares data represents the number of shares adjusted to retroactively reflect the 1:15 Reverse Split
effected on September 4, 2018. Refer to Note 1 for further information.
As
the inclusion of common stock equivalents in the calculation would be anti-dilutive for all periods presented, diluted net loss
per share is the same as basic net loss per share.
NOTE
11 - RESEARCH AND DEVELOPMENT EXPENSES, NET
|
|
Years
ended December 31,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Payroll and related expenses
|
|
$
|
1,112
|
|
|
$
|
634
|
|
Share-based compensation
|
|
|
237
|
|
|
|
1
|
|
Materials
|
|
|
309
|
|
|
|
266
|
|
Patents
|
|
|
526
|
|
|
|
66
|
|
Office and maintenance expenses
|
|
|
53
|
|
|
|
27
|
|
Rent
|
|
|
132
|
|
|
|
34
|
|
Professional services
|
|
|
426
|
|
|
|
174
|
|
Depreciation
|
|
|
25
|
|
|
|
12
|
|
Other
|
|
|
39
|
|
|
|
65
|
|
Less: Grants
received from IIA & EC
|
|
|
(344
|
)
|
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,515
|
|
|
$
|
1,100
|
|
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
NOTE
12 - GENERAL AND ADMINISTRATIVE EXPENSES
|
|
Years
ended December 31,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Payroll and related expenses
|
|
$
|
1,136
|
|
|
$
|
1,213
|
|
Share-based compensation
|
|
|
1,160
|
|
|
|
253
|
|
Professional services
|
|
|
1,133
|
|
|
|
1,217
|
|
Travel
|
|
|
231
|
|
|
|
284
|
|
Marketing expenses
|
|
|
23
|
|
|
|
26
|
|
Office and maintenance expenses
|
|
|
176
|
|
|
|
121
|
|
Depreciation
|
|
|
29
|
|
|
|
9
|
|
Public and investor relations
|
|
|
339
|
|
|
|
515
|
|
Insurance
|
|
|
225
|
|
|
|
226
|
|
Government fees
|
|
|
191
|
|
|
|
251
|
|
Other
|
|
|
86
|
|
|
|
52
|
|
|
|
$
|
4,729
|
|
|
$
|
4,167
|
|
NOTE
13 - FINANCE EXPENSES, NET
|
|
Years
ended December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
Bank fees and interest
|
|
$
|
2
|
|
|
$
|
1
|
|
Change in fair value of derivative
warrant liability
|
|
|
(20
|
)
|
|
|
(285
|
)
|
Financing loss on debt extinguishment
|
|
|
-
|
|
|
|
2,364
|
|
Exchange rate differences
|
|
|
14
|
|
|
|
5
|
|
Revaluation and interest on convertible
loans
|
|
|
-
|
|
|
|
237
|
|
|
|
$
|
(4
|
)
|
|
$
|
2,322
|
|
NOTE
14 TRANSACTIONS AND BALANCES WITH RELATED PARTIES
A.
Transactions:
|
|
Year
ended
December
31,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Payroll and related expenses
|
|
$
|
931
|
|
|
$
|
851
|
|
Directors fees and insurance
|
|
|
400
|
|
|
|
463
|
|
Subcontracted work and consulting
|
|
|
0
|
|
|
|
67
|
|
|
|
$
|
1,331
|
|
|
$
|
1,381
|
|
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
B.
Balances:
|
|
As
of
December 31,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
Other
accounts payable
|
|
$
|
222
|
|
|
$
|
46
|
|
|
|
$
|
222
|
|
|
$
|
46
|
|
NOTE
15 TAXES ON INCOME
The
Company is subject to income taxes under the Israeli and U.S. tax laws:
Corporate
tax rates
The
Company’s Israeli subsidiary is subject to Israeli corporate tax rate of 25% in the year 2016, 24% in 2017 and 23% from
2018.
The
Company was subject to a blended U.S. tax rate (Federal as well as state corporate tax) of 35% for the year ended December 31,
2018.
On
December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law in the United States. The Tax Act,
among other provisions, introduces changes in the U.S. corporate tax rate, business related exclusions and deductions and credits,
and has internationally tax consequences for companies that operate international. Most of the changes introduced in the Tax Act
are effective beginning on January 1, 2018. The Tax Act introduces a reduced federal tax rate of 21% from January 1, 2018 and
onward. The provisions of the Tax Act did not have a material impact on the Company.
A.
For the year ended December 31, 2018, the Company generated net operating losses in Israel of approximately
$3,966 which may be carried forward and offset against taxable income in the future for an indefinite period.
For
the year ended December 31, 2018, the Company generated net operating losses in the U.S. of approximately $3,274. Net operating
losses in the United States are available through 2035. Utilization of U.S. net operating losses may be subject to substantial
annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state
provisions. The annual limitation may result in the expiration of net operating losses before utilization.
B.
The
Company is still in its development stage and has not yet generated revenues, therefore, it is more likely than not that sufficient
taxable income will not be available for the tax losses to be utilized in the future. Therefore, a valuation allowance was recorded
to reduce the deferred tax assets to its recoverable amounts.
|
|
As of December 31,
|
|
|
2018
|
|
2017
|
|
|
|
|
|
Net operating loss carry-forward
|
|
$
|
495,844
|
|
|
$
|
488,603
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
114,044
|
|
|
|
112,380
|
|
Valuation allowance
|
|
|
(114,044
|
)
|
|
|
(112,380
|
)
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company has not determined whether any or all of the above net loss carryforwards will be allowed for future tax deductions, even
if the Company generates revenues.
MICROBOT
MEDICAL INC.
Notes
to the consolidated financial statements
U.S.
dollars in thousands
(Except
share and per share data)
Reconciliation
of Income Taxes:
The
following is a reconciliation of the taxes on income assuming that all income is taxed at the ordinary statutory corporate tax
rate in Israel and the effective income tax rate:
|
|
As of December 31,
|
|
|
2018
|
|
2017
|
Net loss as reported in the statements of operations
|
|
$
|
7,240
|
|
|
$
|
7,589
|
|
Statutory tax rate
|
|
|
23
|
%
|
|
|
24
|
%
|
Income Tax under statutory tax rate
|
|
|
1,655
|
|
|
|
1,821
|
|
Change in valuation allowance
|
|
|
(1,655
|
)
|
|
|
(1,821
|
)
|
Actual income tax
|
|
$
|
-
|
|
|
$
|
-
|
|
NOTE
16 SUBSEQUENT EVENTS
On
January 14, 2019, the Company entered into a Securities Purchase Agreement with an accredited institutional investor providing
for the issuance and sale by the Company to the purchaser of an aggregate of (i) 330,000 shares of the Company’s common
stock, at a purchase price per share of $6.50 and (ii) 125,323 pre-funded warrants each to purchase one share of common stock,
at a purchase price per Pre-Funded Warrant of $6.49. The gross proceeds to the Company were approximately $3.0 million. The closing
of the offering took place on January 15, 2019. The pre-funded warrants were exercised in full in January 2019.
On
January 15, 2019, the Company entered into a Securities Purchase Agreement with certain accredited institutional investors providing
for the issuance and sale by the Company to the purchasers of an aggregate of 590,000 shares of the Company’s common stock,
at a purchase price per share of $10.00. The gross proceeds to the Company were approximately $5.9 million. The closing of the
offering took place on January 17, 2019.
On
January 21, 2019, the Company granted options to purchase 2,326 shares of the Company’s common stock to each of the non-employee
directors of the Company.
On
January 23, 2019 the Company entered into a Securities Purchase Agreement with accredited institutional investors providing for
the issuance and sale by the Company to the purchasers of an aggregate of 250,000 shares of the Company’s common stock,
at a purchase price per share of $9.875. The gross proceeds to the Company were approximately $2.47 million. The closing of the
offering took place on January 25, 2019.
Effective
as of February 1, 2019, Yehezkel (Hezi) Himelfarb, a member of the Board of Directors of the Company, and the Company’s
Chief Operating Officer, resigned from all positions with the Company. Effective as of February 1, 2019, Mr. Himelfarb also resigned
from his position as General Manager of Microbot Medical Ltd., a wholly-owned subsidiary of the Company. As a result of Mr. Himelfarb
providing certain post-resignation transition services to the Company and the terms of his employment agreement, Mr. Himelfarb
will continue to be paid his full salary and certain benefits for six months after resignation.
On
March 1, 2019, the Company announced the decision of the New York State Supreme Court to rescind the SPA the Company entered into
with two affiliated investors, in connection with its June 2017 Registered Direct Offering. See Note 8 – “Commitments
and Contingencies-Litigation”.
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