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): August 1, 2020
MICROBOT
MEDICAL INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-19871
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94-3078125
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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MBOT
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NASDAQ
Capital Market
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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. [ ]
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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As
of August 1, 2020, the Board of Directors (the “Board”) of Microbot Medical Inc. (the “Company”), after
the nomination thereof by the Corporate Governance and Nominating Committee of the Board, appointed Mr. Tal Wenderow, age 46,
to fill a vacancy on the Board and to serve as a Class I director of the Company, with a term commencing on August 1, 2020 and
expiring at the Company’s 2022 annual meeting of stockholders. Mr. Wenderow is independent under NASDAQ rules.
Since
February 2019, Mr. Wenderow serves as the President and CEO of Vocalis Health Inc., an AI healthtech company pioneering the development
of vocal biomarkers. Previously, Mr. Wenderow co-founded Corindus Vascular Robotics in 2002, which was a New York Stock Exchange-listed
company upon its acquisition by Siemens Healthineers in 2019. Mr. Wenderow held various positions at Corindus from founder, Chief
Executive Officer and director at inception, Executive Vice President Product & Business Development to his most recent role
as Executive Vice President of International & Business Development. Mr. Wenderow received a B.Sc. in Mechanical Engineering
at the Technion – Israel Institute of Technology, Haifa, Israel. The
There
is no arrangement or understanding between Mr. Wenderow and any other persons pursuant to which Mr. Wenderow was elected as a
director. The Company believes that Mr. Wenderow is qualified as a Board member of the Company because of his extensive knowledge
of the medical robotics space with specific focus on interventional procedures, as well as his medical devices start up experience.
Mr.
Wenderow will receive compensation for his services as a director in accordance with the compensation package of the Company for
all non-management directors, which as of the appointment date includes:
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●
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Cash
payments of $12,000 per annum, $750 per Board meeting and $250 per unanimous written consent, as well as an additional $5,000
per annum for service on a Board Committee.
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An
initial grant of stock options to purchase such number of shares of the Company’s common stock equal to $40,000, at
an exercise price equal to the closing price of the Company’s common stock as of the date of grant, and that vest 25%
on the six month anniversary of the date of grant, and the remaining 75% on a quarterly basis over the next thirty months.
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An
additional grant of stock options each year thereafter, at the same vesting schedule and pricing terms, to purchase such number
of shares of the Company’s common stock equal to $20,000, subject to the member of the Board having served on the Board
for at least twelve continuous months, and having attended at least 80% of the Board meetings over the prior year.
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The
Company also entered into its standard director indemnification agreement with Mr. Wenderow. Pursuant to the indemnification agreement,
the Company has agreed to indemnify and hold harmless Mr. Wenderow to the fullest extent permitted by the Delaware General Corporation
Law. The indemnification agreement generally covers expenses that Mr. Wenderow incurs or amounts that Mr. Wenderow becomes obligated
to pay because of any proceeding to which he is made or threatened to be made a party or participant by reason of his service
as a current or former director of the Company, provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company. The indemnification agreement also provides for the advancement of
expenses to Mr. Wenderow subject to specified conditions. There are certain exceptions to the Company’s obligation to indemnify
Mr. Wenderow, and, with certain exceptions, with respect to proceedings that he initiates.
A
copy of the press release announcing Mr. Wenderow’s appointment is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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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.
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MICROBOT
MEDICAL INC.
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By:
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/s/
Harel Gadot
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Name:
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Harel
Gadot
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Title:
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Chief
Executive Officer, President and Chairman
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Date:
August 3, 2020
Exhibit
99.1
Microbot
Medical Appoints the Co-Founder of Corindus Vascular Robotics to its Board of Directors
Vascular
Interventions Executive Will Contribute Significantly to the Development and Commercialization of LIBERTY Robotic System
HINGHAM,
Mass., August 3, 2020 – Microbot Medical Inc. (Nasdaq: MBOT) has further strengthened the Company’s capabilities
and expertise as Mr. Tal Wenderow, an experienced medical device and robotics executive with a proven track record in small and
mid-size companies, has been appointed to the Company's Board of Directors. Mr. Wenderow co-founded Corindus Vascular Robotics,
a robotic-assisted vascular interventions company, and contributed to the company’s success, leading to its$1.1 billion
acquisition by Siemens Healthineers AG in October 2019.
“Consistent
and aligned with our strategic objectives, one of which is enhancing our core leadership capabilities, Tal’s leadership
and proven track record will contribute greatly to the future success of Microbot,” commented Harel Gadot, CEO, President
and Chairman. “His contributions to Corindus’ growth, from inception through the recently completed acquisition by
Siemens Healthineers AG, are well chronicled. I welcome him to the Board and look forward to his many contributions as we progress
our multi-generation product portfolio, and especially the LIBERTY Robotic system given his extensive knowledge in the vascular
interventional market.”
With
over 19 years of industry experience, Mr. Wenderow holds multiple patents and is a recognized thought leader in the vascular interventions
market. He is currently the President and CEO of Vocalis Health, a global technology leader in vocal biomarkers developing voice-enabled
AI solutions to create proprietary vocal biomarkers for personalized healthcare screening and continuous remote monitoring of
health by using a simple voice sample. At Corindus, Mr. Wenderow served several executive leadership roles, including Chief Executive
Officer and Executive Vice President of International & Business Development, and demonstrated strong business execution to
achieve the company’s strategic objectives. Mr. Wenderow holds a B.Sc. summa cum laude in Mechanical Engineering from Technion
in Israel and has completed the Executive Program for Life Sciences at the Merage Foundation, Merage Business School, University
of California, Irvine, CA.
“I
am extremely excited to join the Microbot Board of Directors and support the next revolution of the healthcare robotic space,”
commented Mr. Wenderow. “Microbot is developing a portfolio of innovative medical robotic devices that have the potential
to address sizeable market opportunities. The depth of the entire team is very impressive including Professor Moshe Shoham, who
is a known leader and innovator in the robotic market. I look forward to collaborating and working with each of them to achieve
Microbot’s objectives.”
About
Microbot Medical
Microbot
Medical Inc. (NASDAQ: MBOT) is a pre-clinical medical device company that specializes in transformational micro-robotic technologies,
focused primarily on both natural and artificial lumens within the human body. Microbot’s current proprietary technological
platforms provide the foundation for the development of a Multi Generation Pipeline Portfolio (MGPP).
Microbot
Medical was founded in 2010 by Harel Gadot, Prof. Moshe Shoham, and Yossi Bornstein with the goals of improving clinical outcomes
for patients and increasing accessibility through the use of micro-robotic technologies. Further information about Microbot Medical
is available at http://www.microbotmedical.com.
Safe
Harbor
Statements
pertaining to the registered direct offering, timing, the amount and anticipated use of proceeds and statements pertaining to
future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities
for Microbot Medical Inc. and its subsidiaries, along with other statements about the future expectations, beliefs, goals, plans,
or prospects expressed by management, constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and the Federal securities laws. Any statements that are not historical fact (including, but not limited to
statements that contain words such as “will,” “believes,” “plans,” “anticipates,”
“expects” and “estimates”) should also be considered to be forward-looking statements. Forward-looking
statements involve risks and uncertainties, including, without limitation, market conditions and the satisfaction of customary
closing conditions, risks inherent in the development and/or commercialization of potential products, including LIBERTY, the outcome
of its studies to evaluate the SCS and other existing and future technologies, uncertainty in the results of pre-clinical and
clinical trials or regulatory pathways and regulatory approvals, uncertainty resulting from the COVID-19 pandemic, need and ability
to obtain future capital, and maintenance of intellectual property rights. Additional information on risks facing Microbot Medical
can be found under the heading “Risk Factors” in Microbot Medical’s periodic reports filed with the Securities
and Exchange Commission (SEC) and in the prospectus supplement related to the registered direct offering to be filed with the
SEC, which are or will be available on the SEC’s web site at www.sec.gov. Microbot Medical disclaims any intent or obligation
to update these forward-looking statements, except as required by law.
Investor
Contact:
Michael
Polyviou
EVC
Group
mpolyviou@evcgroup.com
732-933-2754