Microbot Medical Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
Microbot Medical Inc. (the “Company”) previously entered into an At the Market Offering Agreement dated June 10, 2021, as amended on July 1, 2024 (the “Sales Agreement”), with H.C. Wainwright & Co., LLC (“Wainwright”) in connection with the Company’s “at the market offering” program (the “ATM Program”). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through Wainwright the Company’s common stock (“Common Stock”), par value $0.01 per share (the “ATM Shares”), having an aggregate offering price of up to $39,230,691 (the “ATM Program”). Sales of the ATM Shares under the ATM Program, if any, will be made by means of transactions that are deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for the Common Stock, sales made to or through a market maker other than on an exchange or otherwise, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.
The Company will file a prospectus supplement to the Company’s shelf registration statement on Form S-3 (File No. 333-275634) (the “Prospectus Supplement”) with the Securities and Exchange Commission in connection with the offer and sale of the ATM Shares.
The opinion of the Company’s counsel regarding the validity of the ATM Shares offered pursuant to the ATM Program under the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy shares of the Company’s common stock, and there shall not be any sale of such shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of ATM Shares is being made only by means of a prospectus and related prospectus supplement.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
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 hereunto duly authorized.
| MICROBOT MEDICAL INC. | ||
| By: | /s/ Harel Gadot | |
| Name: | Harel Gadot | |
| Title: | Chief Executive Officer, President and Chairman | |
Dated: April 10, 2026