Item
1.01. Entry into a Material Definitive Agreement.
On
October 21, 2022, Microbot Medical Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed
to issue and sell, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market (the “Registered
Offering”), (i) an aggregate of 782,495 shares (the “Shares”) of the Company’s common stock, par value $0.01
per share (“Common Stock”), at an offering price of $4.89 per share and (ii) pre-funded warrants exercisable for up to 240,000
shares of Common Stock (the “Pre-Funded Warrants”) to the Investor at an offering price of $4.8899 per Pre-Funded Warrant,
for aggregate gross proceeds from the Offerings (as defined below) of
approximately $5.0 million before deducting the placement agent fee (as described in greater detail below) and related offering expenses.
The
Pre-Funded Warrants were sold, in lieu of shares of Common Stock, to any Investor whose purchase of shares of Common Stock in the Registered
Offering would otherwise result in such Investor, together with its affiliates and certain related parties, beneficially owning more
than 4.99% (or, at such Investor’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately following
the consummation of the Registered Offering. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an
exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded
Warrants are exercised in full.
The
Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification
rights and obligations of the parties. Pursuant to the terms of each of the Purchase Agreements, the Company has agreed to certain restrictions
on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreements) during the 45-day period
following the closing of the Registered Offering.
The
Shares and Pre-Funded Warrants were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-250966), which
was filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2020 and was declared effective
by the Commission on December 4, 2020 (the “Registration Statement”).
In
a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offerings”),
the Company agreed to issue to the Investor (i) Series A preferred investment options to purchase up to 1,022,495 shares of Common Stock
(the “Series A Warrants”) at an exercise price of $4.64 per share and (ii) Series B preferred investment options to purchase
up to 1,022,495 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Common
Warrants”) at an exercise price of $4.64 per share. Each Series A Warrant is exercisable immediately and will expire five years
from the initial exercise date. Each Series B Warrant is exercisable immediately and will expire two years from the initial exercise
date. The Common Warrants and the shares of our Common Stock issuable upon the exercise of the Common Warrants are not being registered
under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement
and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
A
holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants or Common Warrants to the extent that the
holder would own more than 4.99% (or, at the purchaser’s option upon issuance, 9.99%) of the Company’s outstanding Common
Stock immediately after exercise. However, upon at least 61 days’ prior notice from the holder to the Company, a holder with a
4.99% ownership blocker may increase the amount of ownership of outstanding Common Stock after exercising the holder’s Pre-Funded
Warrants or Common Warrants up to 9.99% of the number of the Company’s Common Stock outstanding immediately after giving effect
to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant or Common Warrant.
On
October 3, 2022 and in connection with the Offerings, 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 Offerings, plus a management fee equal to 1.0% of the gross proceeds received by the
Company from the Offerings, a non-accountable expense of $150,000 and $15,950 for clearing expenses. The Company has also agreed to
issue to Wainwright or its designees warrants to purchase 51,125 shares of Common Stock (the “Wainwright Warrants” and,
together with the Pre-Funded Warrants and the Common Warrants, the “Warrants”). The Wainwright Warrants have a term of
five years from the commencement of sales in the Offerings, and have an exercise price of $6.1125 per share. Further, pursuant to the
Engagement Letter, Wainwright is entitled to compensation with respect to any financing of the Company occurring within six months
of the termination of the Engagement Letter when such financing is provided by investors whom Wainwright introduced to the Company
during the term of the Engagement Letter. Further, pursuant to the Engagement Letter, Wainwright has a right of first refusal to act
as sole book-running manager, sole underwriter or sole placement agent with respect to any public offering or private placement of
equity, equity-linked or debt securities using an underwriter or placement agent occurring during the twelve-month period following
the termination of the Engagement Letter. In addition, upon any exercise for cash of any preferred investment options issued to
investors in the offering, the Company shall pay Wainwright, within five (5) business days of the Company's receipt of the exercise
price, a cash fee of seven (7.0%) percent of the aggregate gross exercise price paid in cash with respect thereto. Also, upon any
exercise for cash of any preferred investment options issued to investors in this offering, the Company shall issue to Wainwright
(or its designees), within five (5) business days of the Company's receipt of the exercise price, warrants to purchase that number
of shares of common stock of the Company equal to five (5.0%) percent of the aggregate number of such shares of common stock
underlying the preferred investment options that have been so exercised. The Engagement Letter also includes indemnification
obligations of the Company and other provisions customary for transactions of this nature.
The
Common Stock is listed on The Nasdaq Capital Market. There
is no established trading market for the Warrants, and the Company does not intend to list the Warrants on any securities exchange or
nationally recognized trading system. Without a trading market, the liquidity of the Warrants may be extremely limited.
The foregoing summaries
of the form of Pre-Funded Warrant, the form of Series A Warrant, the form of Series B Warrant,
the form of Wainwright Warrant and the Purchase Agreement do not purport to be complete and
are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 4.2, 4.3,
4.4 and 10.1, respectively, to this Current Report on Form 8-K, which are incorporated
herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
A
copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares
is attached as Exhibit 5.1 hereto.