Item
1.01. Entry into a Material Definitive Agreement
On
December 27, 2019, Microbot Medical Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited institutional investors (the “Purchasers”) providing for the issuance and
sale by the Company to the Purchasers of an aggregate of 952,383 shares (the “Shares”) of the Company’s common
stock, par value $0.01 per share (the “Common Stock”), at a purchase price per share of $10.50 (the “Offering”).
The gross proceeds to the Company will be approximately $10 million. The closing of the Offering is expected to occur on or about
December 30, 2019.
The
net proceeds of the Offering to the Company are estimated to be approximately $8.99 million, after deducting placement
agent fees and other estimated offering expenses. The Company intends to use the net proceeds from this Offering for the continuous
development and regulatory activities for its SCS device for the treatment of hydrocephalus and NPH; continue the development
of its LIBERTY robotic system, including its expansion through addition of complementary assets to it either through internal
development, in-license or acquisitions; expand and develop additional applications deriving from its existing IP portfolio, either
through internal development, in-license or acquisition; and for working capital and other general corporate purposes.
As
previously disclosed, on December 24, 2019, the Company entered into an engagement letter (the “Engagement Letter”)
with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive
placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for
such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds
received by the Company from the sale of the Shares, plus a management fee equal to 1.0% of the gross proceeds, non-accountable
expenses of $125,000 for this Offering, and $10,000 for clearing expenses. The Company has also agreed to issue to Wainwright
or its designees warrants to purchase up to 5.0% of the aggregate number of Shares sold under the Purchase Agreement (the “Wainwright
Warrants”), or up to 47,619 shares of Common Stock. The Wainwright Warrants have a term of three and one-half (3.5) years,
are not exercisable for a period of six months following the issuance, and have an exercise price of $13.125 per share (equal
to 125% of the Offering price per share). The Engagement Letter also includes indemnification obligations of the Company and other
provisions customary for transactions of this nature.
The
Shares (but not the Wainwright Warrants, or the shares of Common Stock issuable upon the exercise of the Wainwright Warrants (the
“Wainwright Warrant Shares”)) were offered and sold by the Company through a shelf registration statement on Form
S-3 (File No.: 333-217076), which was initially filed with the Securities and Exchange Commission (the “SEC”) on March
31, 2017 and declared effective by the SEC on April 14, 2017 and a prospectus supplement relating to the Offering dated December
27, 2019 filed with the SEC.
The
Wainwright Warrants and the Wainwright Warrant Shares are being offered and sold without registration under the Securities Act
of 1933, as amended (the “Securities Act”), pursuant to the exemption provided in Section 4(a)(2) under the Securities
Act and Regulation D promulgated thereunder and similar exemptions under applicable state laws in reliance on the following facts:
no general solicitation was used in the offer or sale of such securities; the recipients of the securities had adequate access
to information about the Company, through pre-existing relationships or otherwise; and such securities were issued as restricted
securities with restricted legends referring to the Securities Act. No such securities may be offered or sold in the United States
in the absence of an effective registration statement or exemption from applicable registration requirements.
The
foregoing descriptions of the Wainwright Warrants, the Purchase Agreement and the Engagement Letter do not purport to be complete
and are qualified in their entirety by reference to the copy of each of the Form of Wainwright Warrants, Form of Purchase Agreement
and the Engagement Letter, which are attached hereto as Exhibits 4.1, 10.1 and 10.2, respectively, and which are incorporated
herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase
Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement
and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction
with the disclosures in the Company’s periodic reports and other filings with the SEC.