Current Report Filing (8-k)
April 01 2020 - 7:01AM
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): March 26, 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. [ ]
Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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On
March 26, 2020, the Board of Directors (the “Board”) of Microbot Medical Inc. (the “Company”), after the
nomination thereof by the Corporate Governance and Nominating Committee of the Board, appointed Ms. Aileen Stockburger, age 57,
to fill a vacancy on the Board and to serve as a Class II director of the Company, with a term commencing on April 1, 2020 and
expiring at the Company’s 2020 annual meeting of stockholders. Ms. Stockburger is independent under NASDAQ rules.
Since
February 2018, Ms. Stockburger has provided M&A consulting and advisory services through Aileen Stockburger LLC. Prior to
that, from 1989 through January 2018, Ms. Stockburger held various positions in Johnson & Johnson, most recently as Vice President,
Wordwide Business Development & Strategic Planning for the DePuy Synthes Group of Johnson & Johnson, and as a member of
its Worldwide Board and Group Operating Committee, from 2010-2018. In that role, she oversaw the group’s merger and acquisition
activities, including deal structuring, negotiations, contract design and review, and deal terms. Before joining Johnson &
Johnson, Ms. Stockburger spent several years at PriceWaterhouseCoopers, and earned her CPA certification. She is also a Non-Executive
Director of Next Science Limited (ASX: NXS), a medical technology company headquartered in Sydney, Australia, with a primary focus
in the development and continued commercialization of its proprietary technology to reduce the impact of biofilm based infections
in human health. Ms. Stockburger received her MBA and BS from The Wharton School, University of Pennsylvania.
There
is no arrangement or understanding between Ms. Stockburger and any other persons pursuant to which Ms. Stockburger was elected
as a director. The Company believes that Ms. Stockburger is qualified as a Board member of the Company because of her extensive
experience in strategizing, managing and closing sizable, complex worldwide mergers and acquisitions, licensing agreements and
divestitures, as well as her expertise in business development, strategic planning and finance.
Ms.
Stockburger will receive compensation for her services as a director in accordance with the compensation package of the Company
for all non-management directors, which as of appointment date includes:
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●
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Cash
payments of $12,000 per annum, $750 per Board meeting and $250 per unanimous written
consent, as well as an additional $5,000 per annum for service on a Board Committee.
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●
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An
initial grant of stock options to purchase such number of shares of the Company’s
common stock equal to $40,000, at an exercise price equal to the closing price of the
Company’s common stock as of the date of grant, and that vest 25% on the six month
anniversary of the date of grant, and the remaining 75% on a quarterly basis over the
next thirty months.
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●
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An
additional grant of stock options each year thereafter, at the same vesting schedule
and pricing terms, to purchase such number of shares of the Company’s common stock
equal to $20,000, subject to the member of the Board having served on the Board for at
least twelve continuous months, and having attended at least 80% of the Board meetings
over the prior year.
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The
Company also entered into its standard director indemnification agreement with Ms. Stockburger. Pursuant to the indemnification
agreement, the Company has agreed to indemnify and hold harmless Ms. Stockburger to the fullest extent permitted by the Delaware
General Corporation Law. The indemnification agreement generally covers expenses that Ms. Stockburger incurs or amounts that Ms.
Stockburger becomes obligated to pay because of any proceeding to which she is made or threatened to be made a party or participant
by reason of her service as a current or former officer of the Company, provided that she acted in good faith and in a manner
she reasonably believed to be in or not opposed to the best interests of the Company. The indemnification agreement also provides
for the advancement of expenses to Ms. Stockburger subject to specified conditions. There are certain exceptions to the Company’s
obligation to indemnify Ms. Stockburger, and, with certain exceptions, with respect to proceedings that she initiates.
A
copy of the press release announcing Ms. Stockburger’s appointment is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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MICROBOT
MEDICAL INC.
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By:
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/s/
Harel Gadot
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Name:
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Harel
Gadot
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Title:
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Chief
Executive Officer, President and Chairman
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Date:
April 1, 2020
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