Current Report Filing (8-k)
February 25 2020 - 5:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 25, 2020
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-19871
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94-3078125
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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25
Recreation Park Drive, Unit 108
Hingham,
Massachusetts 02043
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(Address
of Principal Executive Offices) (Zip Code)
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Registrant’s
telephone number, including area code: (781) 875-3605
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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MBOT
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NASDAQ
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
Growth Company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
On
February 25, 2020, Microbot Medical Inc. (the “Company”) announced that the Appellate Division – 1st
Department (the “Appellate Division”) affirmed the decision of the Trial Court in the Company’s previously disclosed
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 “Trial Court”) (Index
No. 654581/2017).
The
complaint before the Trial Court alleged, among other things, that the Company breached multiple representations and warranties
contained in the Securities Purchase Agreement (the “SPA”) related to its June 8, 2017 equity financing (the “Financing”),
of which the Plaintiffs participated. The complaint sought rescission of the SPA and return of the Plaintiffs’ $3.375 million
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. The Trial Court dismissed the damages claim, but on February 28, 2019, the Trial Court
issued a Decision and Order After Trial to rescind the SPA, requiring the Plaintiffs to transfer back to the Company the 83,333
shares (post-stock split) they purchased in the Financing, and for the Company 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. As a result of the appeal, the Company placed approximately $4.2 million in escrow (the “Escrow”) with a surety
bonding agent pending the appeal.
The
Company’s Board of Directors subsequently determined not to seek further appellate review. As a result, the Company expects
to pay to the Plaintiffs approximately $3,667,412, representing the return of the purchase price for the shares pursuant to the
SPA plus interest and court costs, which amount will be paid out of the Escrow. Furthermore, the Plaintiffs will return to the
Company the 83,333 shares (post-stock split) they purchased pursuant to the SPA. The remaining approximately $530,000 in Escrow
will be released to the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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MICROBOT
MEDICAL INC.
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By:
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/s/
Harel Gadot
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Name:
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Harel
Gadot
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Title:
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Chief
Executive Officer, President and Chairman
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Date:
February 25, 2020
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