Microbot Medical Announces $2.35 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Rhea-AI Summary

Microbot Medical (Nasdaq: MBOT) has announced a registered direct offering for the purchase and sale of 1,566,669 shares at $1.50 per share, totaling approximately $2.35 million in gross proceeds. Concurrently, unregistered series F preferred investment options to purchase up to 3,133,338 shares at the same price will be issued in a private placement. The closing is expected around June 4, 2024, pending customary conditions. H.C. Wainwright & Co. is the exclusive placement agent. The net proceeds will fund the development and commercialization of the LIBERTY® Robotic System, other IP projects, and general corporate purposes.

Positive

• Gross proceeds of $2.35 million expected from the offerings.
• Continuation of the LIBERTY® Robotic System development and commercialization.
• Expansion and development of additional applications from the existing IP portfolio.
• H.C. Wainwright & Co. acting as an exclusive placement agent, indicating professional oversight.

Negative

• Potential shareholder dilution with the issuance of 1,566,669 common shares and 3,133,338 preferred investment options.
• Unregistered series F preferred investment options may be difficult to sell or transfer due to regulatory restrictions.
• Gross proceeds do not account for placement agent fees and other offering expenses, reducing net funds available.

HINGHAM, Mass., June 03, 2024 (GLOBE NEWSWIRE) -- 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

FAQ

What is the total number of shares offered in Microbot Medical's direct offering?

Microbot Medical is offering 1,566,669 shares of common stock in a registered direct offering.

At what price are Microbot Medical's shares being offered?

The shares are being offered at $1.50 per share.

What is the expected gross proceeds from Microbot Medical's offering?

The expected gross proceeds are approximately $2.35 million.

What is the use of proceeds from Microbot Medical's direct offering?

The proceeds will fund the LIBERTY® Robotic System development, expand IP projects, and cover general corporate purposes.

Who is acting as the placement agent for Microbot Medical's offering?

H.C. Wainwright & Co. is the exclusive placement agent for the offerings.

When is the closing date for Microbot Medical's direct offering?

The closing is expected to occur on or about June 4, 2024.

What are the terms of the series F preferred investment options in Microbot Medical's offering?

The series F preferred investment options allow for the purchase of up to 3,133,338 shares at $1.50 per share and are exercisable for two years.

Are the series F preferred investment options registered under the Securities Act?

No, the series F preferred investment options are unregistered and issued in a concurrent private placement.