8-K
Microbot Medical Inc. (MBOT)
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
Dateof Report (Date of earliest event reported): June 10,2025
MICROBOT
MEDICAL INC.
(Exactname of registrant as specified in its charter)
| Delaware | 000-19871 | 94-3078125 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
175Derby St.****, Bld.27
Hingham, MA 02043
(Addressof Principal Executive Offices) (Zip Code)
Registrant’stelephone number, including area code: (781)
875-3605
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, $0.01 par value | MBOT | NASDAQ<br> 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 3.03 | Material Modification to Rights of Security Holders. |
|---|
On June 10, 2025 (the “Effective Time”), in keeping with stockholder approval obtained at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Microbot Medical Inc. (the “Company”), discussed further below in this Current Report on Form 8-K, the Company filed with the State of Delaware a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended, which increased the total number of shares of common stock, par value $0.01 per share (the “Common Stock”) authorized for issuance to 120,000,000 shares, with a corresponding increase in the total authorized shares from 61,000,000 to 121,000,000.
Immediately after the Effective Time, the Company had 121,000,000 shares of authorized stock, consisting of (i) 120,000,000 shares of Common Stock, and (ii) 1,000,000 shares of undesignated preferred stock.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
|---|
The information set forth in Item 3.03 above is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
The Annual Meeting was held on June 10, 2025. At the Annual Meeting, the Company’s stockholders voted on the following seven 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 April 29, 2025.
| Proposal 1: | Election<br> of the three nominees listed below to serve as Class I Directors on the Board of Directors<br> of the Company until the 2028 Annual Meeting of Shareholders and until their respective successors<br> have been duly elected and qualified: | |||
|---|---|---|---|---|
| Name | Number<br> of Votes Cast in Favor | Number of Votes Withheld | Broker Non-Votes | |
| --- | --- | --- | --- | |
| Harel Gadot | 3,610,863 | 482,578 | 10,068,989 | |
| Martin Madden | 3,447,329 | 646,112 | 10,068,989 | |
| Tal Wenderow | 3,048,041 | 1,045,400 | 10,068,989 | |
| Proposal 2: | The<br> approval of a non-binding advisory resolution supporting the compensation of the Company’s<br> named executive officers: | |||
| --- | --- | |||
| Number<br> of Votes<br> <br>Cast<br> in Favor | Number<br> of Votes<br> <br>Cast<br> Against | Number<br> of Votes Abstained | Broker<br> Non-Votes | |
| --- | --- | --- | --- | |
| 3,416,128 | 614,381 | 62,932 | 10,068,989 | |
| Proposal 3: | The<br> approval of a non-binding advisory resolution regarding the frequency of future non-binding<br> advisory votes related to named executive officer compensation: | |||
| --- | --- | |||
| One<br> Year | Two<br> Years | Three<br> Years | Number<br> of Votes<br><br> <br>Abstained | Broker<br> Non-Votes |
| --- | --- | --- | --- | --- |
| 3,352,453 | 121,055 | 402,485 | 217,448 | 10,068,989 |
| Proposal 4: | The<br> approval of the issuance of Series I preferred investment options and placement agent options<br> issued in connection therewith, and shares of Common Stock underlying such options, issued<br> in connection with an offering and sale of securities of the Company that was consummated<br> on February 11, 2025, for purposes of complying with Nasdaq listing rule 5635(d) and satisfying<br> the Company’s contractual obligations to the holders of such options: | |||
| --- | --- | |||
| Number<br> of Votes<br><br> <br>Cast in Favor | Number<br> of Votes<br><br> <br>Cast Against | Number<br> of Votes Abstained | Broker<br> Non-Votes | |
| --- | --- | --- | --- | |
| 3,065,789 | 942,097 | 85,555 | 10,068,989 | |
| Proposal 5: | The<br> approval of an amendment to the Company’s Certificate of Incorporation, as amended<br> and/ or restated from time to time, to increase the total number of shares of Common Stock<br> authorized for issuance to 120,000,000 shares, with a corresponding increase in the total<br> authorized shares from 61,000,000 to 121,000,000: | |||
| --- | --- | |||
| Number<br> of Votes<br><br> <br>Cast in Favor | Number<br> of Votes<br><br> <br>Cast Against | Number<br> of Votes Abstained | Broker<br> Non-Votes | |
| --- | --- | --- | --- | |
| 3,188,402 | 853,770 | 51,269 | 10,068,989 | |
| Proposal 6: | The<br> approval of an amendment to the Company’s 2020 Omnibus Performance Award Plan, to increase<br> the number of authorized shares of Common Stock reserved for issuance by 2,591,019: | |||
| --- | --- | |||
| Number<br> of Votes<br><br> <br>Cast in Favor | Number<br> of Votes<br><br> <br>Cast Against | Number<br> of Votes Abstained | Broker<br> Non-Votes | |
| --- | --- | --- | --- | |
| 2,976,294 | 1,069,970 | 47,177 | 10,068,989 | |
| Proposal 7: | The<br> ratification of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited,<br> or its U.S. affiliate, as the Company’s independent registered public accounting firm<br> for the year ending December 31, 2025: | |||
| --- | --- | |||
| Number<br> of Votes<br><br> <br>Cast in Favor | Number<br> of Votes<br><br> <br>Cast Against | Number<br> of Votes Abstained | Broker<br> Non-Votes | |
| --- | --- | --- | --- | |
| 13,246,015 | 717,043 | 199,372 | 0 |
At the Annual Meeting, the Company’s stockholders held an advisory vote to approve the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (say-on-pay). As reported above, the stockholders representing a majority of the votes cast approved, on a non-binding, advisory basis, a one-year frequency for future say-on-pay advisory votes. Accordingly, the Company’s board of directors determined that the Company will hold a say-on-pay advisory vote every one year.
| Item 8.01 | Other Events |
|---|
As a result of the approval of Proposals 4 and 5 at the Annual Meeting as discussed above, the Company’s (a) Series I preferred investment options to purchase up to 12,206,578 shares of the Company’s Common Stock at an exercise price of $2.13 per share and (b) placement agent preferred investment options to purchase up to 305,164 shares of Common Stock at an exercise price of $2.6625, in each case that were issued on February 11, 2025, are immediately exercisable until the date that is the two year anniversary of the Effective Time.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit | Description |
| --- | --- |
| 3.1 | Certificate of Amendment to Certificate of Incorporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL<br> document) |
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<br> Gadot |
| Title: | Chief<br> Executive Officer, President and Chairman |
Date: June 11, 2025
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
MICROBOT MEDICAL INC.
Pursuant to
§ 242 of the General Corporation Law
of the State of Delaware
The undersigned, being the Chief Executive Officer of Microbot Medical Inc., a Delaware corporation (the “Corporation”), pursuant to Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:
| 1. | The Board of Directors of the Corporation (the “Board”), by unanimous written consent dated February 18, 2025, adopted resolutions (the “Amending Resolutions”) to further amend the Certificate of Incorporation of the Corporation, as filed with the Delaware Secretary of State on August 2, 1988, as amended and/or restated (together with any amendments, restatements and certificates of designations, the “Certificate of Incorporation”); and |
|---|---|
| 2. | The Certificate of Amendment of Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL. The Board duly adopted the Amending Resolutions setting forth and declaring advisable this Certificate of Amendment to Certificate of Incorporation and directed that such amendment be considered by the stockholders of the Corporation. An annual meeting of the stockholders was duly called upon notice in accordance with Section 222 of the DGCL and held on June 10, 2025 at which meeting the required number of shares were voted in favor of such amendment. The stockholders of the Corporation duly adopted the Certificate of Amendment to Certificate of Incorporation. |
NOW, THEREFORE, to effect the Amending Resolutions:
| 1. | Upon the Effective Time (as defined below), the first paragraph of Paragraph THREE of the Certificate of Incorporation is hereby stricken and replaced with the following: |
|---|
“The total number of shares of capital stock that the Corporation is authorized to issue is one hundred and twenty one million (121,000,000), of which one hundred and twenty million (120,000,000) shares are common stock having a par value of $0.01 per share (the “Common Stock”), and one million (1,000,000) shares are undesignated preferred stock having a par value of $0.01 per share (the “Undesignated Preferred Stock”).”
| 2. | This Certificate of Amendment to Certificate of Incorporation shall become effective on June 10, 2025 (the “Effective Time”). |
|---|
* * * * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation of Microbot Medical Inc. to be signed by Harel Gadot, Chief Executive Officer, this 10^th^ day of June, 2025, who acknowledges that the foregoing is the act and deed of the Corporation and that the facts stated herein are true.
| By: | /s/ Harel Gadot |
|---|---|
| Name: | Harel Gadot |
| Title: | CEO, President and Chairman |