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): September 4, 2018
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)) |
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. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 4, 2018, as approved by the stockholders of Microbot Medical Inc. (the “Company”) at the annual meeting of the Company’s stockholders held on September 4, 2018 (the “Annual Meeting”), the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-15 reverse stock split of the Company’s common stock (the “Certificate of Amendment”). As a result of the reverse stock split, every 15 shares of the Company’s old common stock will be converted into one share of the Company’s new common stock. Fractional shares resulting from the reverse stock split will be rounded up to the nearest whole number.
The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the stockholders voted on the following three proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 27, 2018 (the “Proxy Statement”).
| Proposal 1: | Election of the two nominees listed below to serve as Class III Directors on the Board of Directors of the Company until the 2021 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: |
| Name | Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | |||
| Yoseph Bornstein | 19,115,974 | 459,954 | 84,863 | |||
| Prattipati Laxminarain | 19,124,930 | 438,783 | 97,078 |
| Proposal 2: | The ratification of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited, or its U.S. affiliate, as the Company’s independent registered public accounting firm for the year ending December 31, 2018: |
| Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | ||
| 34,949,937 | 1,161,116 | 371,808 |
| Proposal 3. | The approval of an amendment to the Company’s certificate of incorporation to effect a reverse stock split of not less than one-for-five (1:5) and not greater than one-for-twenty (1:20), of the common stock of the Company: |
| Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | ||
| 27,217,446 | 9,155,946 | 109,469 |
| Item 7.01 | Regulation FD Disclosure. |
On September 5, 2018, Harel Gadot, Chief Executive Officer, President and Chairman of the Company, is scheduled to present at 1:45 P.M. (ET) at the Rodman & Renshaw 20th Annual Global Investment Conference, sponsored by H.C. Wainwright, at the St. Regis Hotel in New York City. A live webcast and subsequent archived replay of the Company’s presentation may be accessed via the ‘Investors’ section, under ‘Presentations and Resources’ of the Company’s website at www.microbotmedical.com. The Company is furnishing presentation materials included as Exhibit 99.1 to this Current Report on Form 8-K. The Company is not undertaking to update this presentation.
The information in this Item 7.01 and in Exhibit 99.1 of Item 9.01 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1 of Item 9.01.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
3.1 |
Certificate of Amendment to the Restated Certificate of Incorporation | |
| 99.1 | Presentation Materials |
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.
| MICROBOT MEDICAL INC. | ||
| By: | /s/ Harel Gadot | |
| Name: | Harel Gadot | |
| Title: | President, Chief Executive Officer and Chairman | |
Date: September 4, 2018
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION OF
MICROBOT MEDICAL INC.
Microbot Medical Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that:
1. The name of the Corporation is Microbot Medical Inc. and the Corporation was originally incorporated pursuant to the DGCL under the name Cellular Transplants, Inc. and the original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 2, 1988. The original certificate of incorporation was then restated on December 5, 1991 to change the name of the corporation to Cytotheraputics, Inc. The certificate of incorporation as restated was further amended on May 24, 2000 to change the name of the corporation to StemCells, Inc. The certificate of incorporation was restated on August 25, 2006. The certificate of incorporation as restated was further amended on November 28, 2016 to change the name of the corporation to Microbot Medical Inc. (as amended and restated, the “Certificate of Incorporation”).
2. Upon filing of this Certificate of Amendment to the Certificate of Incorporation, the Certificate of Incorporation shall be amended by amending Paragraph THREE of the Certificate of Incorporation to insert the following prior to Section 1 of Paragraph 3:
Pursuant to the DGCL, upon the filing of this Certificate of Amendment (this “Amendment”) to the Certificate of Incorporation (the “Effective Time”), each 15 shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (the “Old Shares”) shall automatically be combined into one validly issued, fully paid and non-assessable share of common stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The Corporation shall not issue fractional shares in connection with the Reverse Stock Split. Holders of Old Shares who would otherwise be entitled to receive a fraction of a share on account of the Reverse Stock Split shall have their fractional share rounded up to the nearest whole number as of the Effective Time.
3. This Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Amendment and directed that the proposed Amendment be considered by the stockholders of the Corporation. A meeting of stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on September 4, 2018, at which meeting the necessary number of shares were voted in favor of the proposed Amendment. The stockholders of the Corporation duly adopted this Amendment.
4. The remaining provisions of the Certificate of Incorporation are not affected by the aforementioned amendment and remain in full force and are not affected by this Amendment.
5. The foregoing Amendment shall be effective as of September 4, 2018.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 4th day of September, 2018.
| By: | /s/ Harel Gadot | |
| Name: | Harel Gadot | |
| Title: | CEO, President and Chairman of the Board |
