Microbot Medical Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| 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 of the three nominees listed below to serve as Class I Directors on the Board of Directors of the Company until the 2028 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: |
| Name | Number 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 approval of a non-binding advisory resolution supporting the compensation of the Company’s named executive officers: |
Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | Broker Non-Votes | |||
| 3,416,128 | 614,381 | 62,932 | 10,068,989 |
| Proposal 3: | The approval of a non-binding advisory resolution regarding the frequency of future non-binding advisory votes related to named executive officer compensation: |
| One Year | Two Years | Three Years | Number of Votes Abstained |
Broker Non-Votes | ||||
| 3,352,453 | 121,055 | 402,485 | 217,448 | 10,068,989 |
| Proposal 4: | The approval of the issuance of Series I preferred investment options and placement agent options issued in connection therewith, and shares of Common Stock underlying such options, issued in connection with an offering and sale of securities of the Company that was consummated on February 11, 2025, for purposes of complying with Nasdaq listing rule 5635(d) and satisfying the Company’s contractual obligations to the holders of such options: |
Number of Votes Cast in Favor |
Number of Votes Cast Against |
Number of Votes Abstained | Broker Non-Votes | |||
| 3,065,789 | 942,097 | 85,555 | 10,068,989 |
| Proposal 5: | The approval of an amendment to the Company’s Certificate of Incorporation, as amended and/ or restated from time to time, to increase the total number of shares of 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: |
Number of Votes Cast in Favor |
Number of Votes Cast Against |
Number of Votes Abstained | Broker Non-Votes | |||
| 3,188,402 | 853,770 | 51,269 | 10,068,989 |
| Proposal 6: | The approval of an amendment to the Company’s 2020 Omnibus Performance Award Plan, to increase the number of authorized shares of Common Stock reserved for issuance by 2,591,019: |
Number of Votes Cast in Favor |
Number of Votes Cast Against |
Number of Votes Abstained | Broker Non-Votes | |||
| 2,976,294 | 1,069,970 | 47,177 | 10,068,989 |
| Proposal 7: | The ratification of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited, or its U.S. affiliate, as the Company’s independent registered public accounting firm for the year ending December 31, 2025: |
Number of Votes Cast in Favor |
Number of Votes Cast Against |
Number of Votes Abstained | Broker 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 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 Gadot | |
| Title: | Chief Executive Officer, President and Chairman | |
Date: June 11, 2025