Current Report Filing (8-k)
June 10 2021 - 5:18PM
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): June 10, 2021
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-19871
|
|
94-3078125
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
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
1.01 Entry into a Material Definitive Agreement.
On
June 10, 2021, Microbot Medical Inc., a Delaware corporation (the “Company”), entered into an At the Market Offering
Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales
agent, in connection with an “at the market offering” under which the Company from may offer and sell, from time to time
in its sole discretion, shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $10,000,000
(the “Shares”) at market prices or as otherwise agreed with Wainwright. Shares sold under the ATM Agreement
will be offered and sold pursuant to the Company’s Registration Statement on Form S-3, which was initially filed on November 25,
2020 and which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2020 (Registration
No. 333-250966) (the “Registration Statement”), and the related prospectus as supplemented by
a prospectus supplement that the Company expects to file with the SEC relating to the Shares shortly after the filing of this Current
Report on Form 8-K.
Upon
the Company’s delivery of a placement notice and subject to the terms and conditions of the ATM Agreement, Wainwright may sell
the Shares by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities
Act of 1933, as amended, including sales made directly on the Nasdaq Capital Market or sales made to or through a market maker other
than on an exchange, at market prices prevailing at the time of sale or in negotiated transactions. The offer and sale of the Shares
pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement
or (b) the termination of the ATM Agreement by Wainwright or the Company pursuant to the terms thereof. The Company has no obligation
to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
The
Company has agreed to pay Wainwright a commission of 3.0% of the aggregate gross proceeds from any Shares sold by Wainwright and to provide
Wainwright with customary indemnification and contribution rights, including for liabilities under the Securities Act of 1933, as amended.
The Company also will reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement and future
sales of Shares. The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or country.
The
opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
The
foregoing description of the terms of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text
of the ATM Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts
are forward-looking statements. These forward-looking statements include statements regarding the Company’s ability to sell
Shares pursuant to the ATM Agreement. The inclusion of forward-looking statements should not be regarded as a representation by
the Company that any of these statements, results or sales will be achieved or completed due in part to risks and uncertainties
inherent in the Company’s business, including those described in the Company’s Form 10-K for the year ended December
31, 2020 filed with the SEC on March 31, 2021, as amended on April 14, 2021. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or
update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities
Litigation Reform Act of 1995.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
|
|
|
5.1
|
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|
10.1
|
|
At the Market Offering Agreement, dated June 10, 2021, by and between Microbot Medical Inc. and H.C. Wainwright & Co., LLC.
|
23.1
|
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (contained in Exhibit 5.1).
|
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 hereunto duly authorized.
|
MICROBOT
MEDICAL INC.
|
|
|
|
|
By:
|
/s/
Harel Gadot
|
|
Name:
|
Harel
Gadot
|
|
Title:
|
Chief
Executive Officer, President and Chairman
|
Dated:
June 10, 2021
|
|
|
Microbot Medical (NASDAQ:MBOT)
Historical Stock Chart
From Aug 2024 to Sep 2024
Microbot Medical (NASDAQ:MBOT)
Historical Stock Chart
From Sep 2023 to Sep 2024