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): December 12, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 12, 2018, Microbot Medical Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to its Preferred Stock which, effective upon filing, eliminated from the Company’s Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation of Preferences, Rights and Limitations for the Preferred Stock filed with the Secretary of State of the State of Delaware on December 16, 2016, and in the Certificate of Designation of Preferences, Rights and Limitations for the Preferred Stock filed with the Secretary of State of the State of Delaware on May 10, 2017.
A copy of the Certificate of Elimination is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |
| 3.1 | Certificate of Elimination |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: December 12, 2018
CERTIFICATE OF ELIMINATION
OF THE
SERIES A CONVERTIBLE PREFERRED STOCK
OF MICROBOT MEDICAL INC.
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)
The undersigned Chief Executive Officer of Microbot Medical Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), hereby certifies that:
| 1. | Resolutions were adopted by the Board of Directors (the “Board”) of the Corporation, which resolutions are set forth in a Certificate of Designation of Preferences, Rights and Limitations filed with the Secretary of State of the State of Delaware on December 16, 2016 (the “Series A Certificate of Designation”), providing for and authorizing the issuance of up to 9,736 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). | |
| 2. | Resolutions were adopted by the Board, which resolutions are set forth in a Certificate of Designation of Preferences, Rights and Limitations filed with the Secretary of State of the State of Delaware on May 10, 2017 (the “Second Series A Certificate of Designation”, and together with the Series A Certificate of Designation, the “Certificates of Designation”), providing for and authorizing the issuance of up to 12,991 shares of Series A Preferred Stock, of which 9,736 was already issued and outstanding pursuant to the Series A Certificate of Designation. | |
| 3. | No shares of the Series A Preferred Stock that were previously issued are currently outstanding and none will be issued subject to the Certificates of Designation. | |
| 4. | Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of the Corporation adopted the following resolutions: |
RESOLVED, that none of the authorized shares of Series A Preferred Stock are outstanding, and that none will be issued subject to the Certificates of Designation; and it is further
RESOLVED, that each of the Chief Executive Officer, Chief Financial Officer, the Secretary and any Assistant Secretary of the Corporation is hereby authorized and directed, in the name and on behalf of the Corporation, with and upon advice of counsel, to prepare, execute, and file with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the General Corporation law of the State of Delaware a Certificate of Elimination of the Series A Preferred Stock to eliminate from the Corporation’s Certificate of Incorporation, as amended, all matters set forth in the Certificates of Designation with respect to the Series A Preferred Stock.
| 5. | In accordance with the provisions of Section 151(g) of the DGCL, all matters set forth in the Certificates of Designation shall be eliminated from the Certificate of Incorporation of the Corporation, as amended and/or restated, and the shares that were designated as Series A Preferred Stock shall resume the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series. |
IN WITNESS HEREOF, the Corporation has caused this Certificate to be executed and acknowledged this 12th day of December, 2018.
| By: | /s/ Harel Gadot | |
| Name: | Harel Gadot | |
| Title: | Chief Executive Officer |
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