Microbot Medical Announces $2.35 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules
03 Junho 2024 - 1:11PM
Microbot Medical Inc. (Nasdaq: MBOT) today announced that it has
entered into definitive agreements for the purchase and sale of
1,566,669 shares of the Company’s common stock at a purchase price
of $1.50 per share of common stock in a registered direct offering
priced at-the-market under Nasdaq rules. In addition, in a
concurrent private placement, the Company will issue unregistered
series F preferred investment options. The series F preferred
investment options to purchase up to 3,133,338 shares of common
stock have an exercise price of $1.50 per share and are immediately
exercisable following issuance for a period of two years
thereafter. The closing of the registered direct offering and the
concurrent private placement is expected to occur on or about June
4, 2024, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offerings.
The gross proceeds to the Company from the
offerings are expected to be approximately $2.35 million, before
deducting the placement agent’s fees and other offering expenses
payable by the Company. The Company intends to use the net proceeds
from the offerings for the continued development, commercialization
and regulatory activities for the Company’s LIBERTY® Robotic
System, expansion and development of additional applications
derived from the Company’s existing IP portfolio, and for working
capital and other general corporate purposes.
The shares of common stock described above (but
not the series F preferred investment options issued in the
concurrent private placement or the shares of common stock
underlying such series F preferred investment options) are being
offered by the Company pursuant to a “shelf” registration statement
on Form S-3 (File No. 333-275634) previously filed with the
Securities and Exchange Commission (the “SEC”) and declared
effective by the SEC on December 4, 2023. The offering of the
shares of common stock is made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective
registration statement. A final prospectus supplement and
accompanying prospectus relating to the registered direct offering
will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC’s website at http://www.sec.gov or by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at
placements@hcwco.com.
The series F preferred investment options
described above are being issued in a concurrent private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Regulation D promulgated thereunder
and, along with the shares of common stock underlying the series F
preferred investment options, have not been registered under the
Securities Act, or applicable state securities laws. Accordingly,
the series F preferred investment options and underlying shares of
common stock may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Microbot Medical
Microbot Medical Inc. (NASDAQ: MBOT) is a
pre-clinical medical device company that specializes in
transformational micro-robotic technologies, with the goals of
improving clinical outcomes for patients and increasing
accessibility through the natural and artificial lumens within the
human body.
The investigational LIBERTY® Endovascular
Robotic Surgical System aims to improve the way surgical robotics
are being used in endovascular procedures today, by eliminating the
need for large, cumbersome, and expensive capital equipment, while
reducing radiation exposure and physician strain. The Company
believes the LIBERTY® Endovascular Robotic Surgical System’s remote
operation has the potential to be the first system to democratize
endovascular interventional procedures.
Further information about Microbot Medical is
available at http://www.microbotmedical.com.
Safe Harbor
Statements 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, the completion of the
offerings, the satisfaction of customary closing conditions related
to the offerings, the intended use of proceeds from the offerings,
market conditions, risks inherent in the development and/or
commercialization of the LIBERTY® Endovascular Robotic Surgical
System, the outcome of its studies to evaluate LIBERTY®
Endovascular Robotic Surgical System, uncertainty in the results of
pre-clinical and clinical trials or regulatory pathways and
regulatory approvals, including whether the Company’s pivotal study
in humans is successful, any failure or inability to recruit
physicians and clinicians to serve as primary investigators to
conduct regulatory studies which could adversely affect or delay
such studies, disruptions resulting from new and ongoing
hostilities between Israel and the Palestinians and other
neighboring countries, any lingering 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), which are 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:
Michal Efraty +972-(0)52-3044404
IR@microbotmedical.com
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