Item
1.01 Entry into a Material Definitive Agreement
On
January 15, 2019, Microbot Medical Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited institutional investors (the “Purchasers”) providing for the issuance and
sale by the Company to the Purchasers of an aggregate of 590,000 shares (the “Shares”) of the Company’s common
stock, par value $0.01 per share (the “Common Stock”), at a purchase price per share of $10.00 (the “Offering”).
The gross proceeds to the Company will be $5.9 million. The closing of the Offering took place on January 17, 2019.
The
net proceeds of the Offering to the Company are approximately $5.18 million, after deducting placement
agent fees and other estimated offering expenses. The Company intends to use the net proceeds from this Offering for the continuous
development of its SCS device for the treatment of hydrocephalus and NPH; to expand and develop additional applications deriving
from its existing IP portfolio, including the potential addition of complementary assets to the CardioSert portfolio either through
internal development, in-license or acquisition; and for working capital and other general corporate purposes.
On
October 12, 2018, the Company entered into an engagement letter, as amended (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 the securities pursuant to the Purchase Agreement. As compensation for its placement agent services in connection
with this Offering, the Company paid Wainwright an aggregate cash fee equal to 7.0% of the gross proceeds received by the
Company from the sale of the Shares, plus (a) a management fee equal to 1.0% of the gross proceeds; (b) a non-accountable expense
allowance of $20,000 for this Offering, (c) $50,000 for fees and expenses of legal counsel for this Offering and
(d) certain other reimbursement amounts payable. The Company has also issued to Wainwright or its designees warrants to purchase
up to 5.0% of the aggregate number of Shares sold under the Purchase Agreement (collectively, the “Wainwright Warrant”),
or up to 29,500 shares of Common Stock underlying the Wainwright Warrant issued in connection with this Offering. The Wainwright
Warrant has a term of 3.5 years, is not exercisable for a period of six month following the issuance, and has an exercise price
of $12.50 per share (equal to 125% of the Offering price per share). The Engagement Letter also includes indemnification obligations
of the Company and other provisions customary for transactions of this nature.
The
Shares (but not the Wainwright Warrant, or the shares of Common Stock issuable upon the exercise of the Wainwright Warrant) were
offered and sold by the Company through a shelf registration statement on Form S-3 (File No.: 333-217076), which was initially
filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2017 and declared effective by the SEC
on April 14, 2017 and a prospectus supplement relating to the Offering filed with the SEC on January 17, 2019
.
The
Wainwright Warrant and the shares of Common Stock issuable upon exercise of the Wainwright Warrant are being offered and
sold without registration under the Securities Act of 1933, as amended (the “
Securities Act
”), pursuant to
the exemption provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and similar exemptions
under applicable state laws in reliance on the following facts: no general solicitation was used in the offer or sale of such
securities; the recipients of the securities had adequate access to information about us, through pre-existing relationships or
otherwise; and such securities were issued as restricted securities with restricted legends referring to the Securities Act. No
such securities may be offered or sold in the United States in the absence of an effective registration statement or exemption
from applicable registration requirements.
The
foregoing descriptions of the Wainwright Warrant, the Purchase Agreement and the Engagement Letter do not purport to be complete
and are qualified in their entirety by reference to the copy of each of the Form of Wainwright Warrant, Form of Purchase Agreement
and the Engagement Letter, which are attached hereto as Exhibits 4.1, 10.2, and 10.1, respectively, and which are incorporated
herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase
Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement
and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction
with the disclosures in the Company’s periodic reports and other filings with the SEC.