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8-K

Microbot Medical Inc. (MBOT)

8-K 2022-09-26 For: 2022-09-21
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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): September 21, 2022

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 File Number) (IRS Employer<br><br> <br>Identification No.)

25Recreation Park Drive, Unit 108

Hingham,Massachusetts 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. ☐


Item5.07 Submission of Matters to a Vote of Security Holders


The Annual Meeting of Stockholders (the “Annual Meeting”) of Microbot Medical Inc. (the “Company”) was held on September 21, 2022. At the Annual Meeting, the Company’s stockholders voted on the following two 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 August 8, 2022 (the “Proxy Statement”).

Proposal<br> 1: Election<br> of the three nominees listed below to serve as Class I Directors on the Board of Directors of the Company until the 2025 Annual Meeting<br> of Shareholders and until their respective successors have been duly elected and qualified:
Name Number<br> of Votes<br> <br>Cast<br> in Favor Number<br> of Votes<br> <br>Withheld Broker<br><br> Non-Votes
--- --- --- --- --- --- ---
Harel<br> Gadot 2,063,588 32,955 1,462,234
Martin<br> Madden 1,798,187 298,356 1,462,234
Tal<br> Wenderow 2,050,959 45,584 1,462,234
Proposal<br> 2: The<br> ratification of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited, or its U.S. affiliate, as the Company’s<br> independent registered public accounting firm for the year ending December 31, 2022:
--- ---
Number<br> of Votes<br> <br>Cast<br> in Favor Number<br> of Votes<br> <br>Cast<br> Against Number<br> of Votes<br> <br>Abstained Broker<br> Non-Votes
--- --- --- --- --- --- --- ---
3,467,249 30,840 60,688 0

Item9.01 Financial Statements and Exhibits

Exhibit Description
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL 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:<br> September 25, 2022