Microbot Medical Inc. (Nasdaq: MBOT) announced today that it has entered into definitive agreements for the purchase and sale of 1,566,669 shares of the Company’s common stock at $1.50 per share in a registered direct offering priced at-the-market under Nasdaq rules. Concurrently, in a private placement, the Company will issue unregistered series F preferred investment options to purchase up to 3,133,338 shares of common stock at an exercise price of $1.50 per share. These options are immediately exercisable for two years following issuance. The closing of both the registered direct offering and the concurrent private placement is anticipated around June 4, 2024, subject to customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
The gross proceeds from these offerings are expected to be approximately $2.35 million, before deducting placement agent fees and other expenses. The Company plans to use the net proceeds for the continued development, commercialization, and regulatory activities of the LIBERTY® Robotic System, the expansion and development of additional applications from its existing IP portfolio, and for working capital and general corporate purposes.
The shares of common stock (excluding the series F preferred investment options and their underlying shares) are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-275634) filed with and declared effective by the Securities and Exchange Commission (SEC) on December 4, 2023. The offering will be made only by means of a prospectus, including a prospectus supplement, which will be filed with the SEC. Electronic copies of these documents, when available, can be obtained on the SEC’s website or by contacting H.C. Wainwright & Co., LLC.
The series F preferred investment options are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D. These options and their underlying shares of common stock are not registered under the Securities Act or state securities laws, and may not be offered or sold in the U.S. without registration or an applicable exemption.
