Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 2, 2021



(Exact name of registrant as specified in its charter)


Delaware   000-19871   94-3078125

(State or other jurisdiction

of incorporation)

File Number)

(IRS Employer

Identification No.)


25 Recreation Park Drive, Unit 108

Hingham, Massachusetts 02043

(Address of Principal Executive Offices) (Zip Code)


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:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   MBOT   NASDAQ Capital Market


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 3.03 Material Modification to Rights of Security Holders.


The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On May 2, 2021, the Board of Directors of Microbot Medical Inc. (the “Company”) amended Section 5 of the Amended and Restated Bylaws of the Company (such amendment, the “By-Laws Amendment”). As revised, the third and fourth sentence of Section 5 now reads: “Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the Certificate of Incorporation otherwise provides, if the Corporation has a classified board as provided in Section 141(d) of the DGCL, stockholders may effect such removal only for cause; or (2) in the case of the Corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part. In case the board of directors or any one or more directors be so removed, new directors may be elected at the same time for the unexpired portion of the full term of the director or directors so removed.”


The original provision amended by the By-Laws Amendment (the “Original Provision”) provided, among other things, that any director or directors may be removed from office at any time, but only for cause and only by the affirmative vote, at any regular meeting or special meeting of the stockholders, of not less than 80% of the total number of votes of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.


The By-Laws Amendment is made without any admission of legal necessity, causation or liability that the Original Provision is inconsistent with the DGCL.


The foregoing description of Section 5 of the Bylaws does not purport to be complete and is qualified entirely by reference to the full text of Section 5 of the Bylaws, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
3.1   Amendment to Section 5 of the Amended and Restated By-Laws






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.


  By: /s/ Harel Gadot
  Name: Harel Gadot
  Title: Chief Executive Officer, President and Chairman
Date: May 3, 2021    



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