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): January 6, 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.) |
288Grove Street, Suite 388
Braintree,MA 02184
(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. ☐
Item8.01 Other Events.
ATMAgreement
As previously disclosed by Microbot Medical Inc. (the “Company”), on June 10, 2021, the Company entered into an At-the-Market Offering Agreement, as amended on July 1, 2024 (the “ATM Agreement”) with H.C. Wainwright & Co. LLC (“Wainwright”), as sales agent, in connection with an “at the market offering” under which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock having an aggregate offering price of up to $4,819,905 at market prices or as otherwise agreed with Wainwright. The compensation to Wainwright for sales of the shares is a placement fee of 3.0% of the gross sales price of the shares of common stock sold pursuant to this ATM Agreement.
In connection with entering into the ATM Agreement, on July 1, 2024, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $4,819,905 of the Company’s shares of common stock pursuant to the ATM Agreement.
Through January 3, 2025, the Company issued and sold an aggregate of 4,276,486 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of $4,819,278 before deducting aggregate placement fees of $144,578 and other offering expenses. Accordingly, the Company is no longer selling any further shares of its common stock under the ATM Agreement.
As of January 3, 2025, after taking into account the issuance of all of the shares sold under the ATM Agreement, the Company had 20,242,119 shares of its common stock issued and outstanding.
IntellectualProperty Update
The Company currently holds an intellectual property portfolio of 16 patents issued/allowed and 59 patent applications pending worldwide. The Company also holds 11 design patents issued/allowed and 3 design patents pending worldwide. It also has registered trademarks in Israel, Europe, UK and the U.S. relating to the LIBERTY^®^ Endovascular Robotic Surgical System, and also has trademarks relating to its proprietary Microbot Medical wordmark and logo registered in the U.S., Israel, Europe, and UK, in addition to having registered trademarks for the “One & Done” wordmark in Israel, Europe, the U.S., UK, and Japan. The Company also has a registered trademark in the U.S. for the NovaCross trademark.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit Number | 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: January 6, 2025