S-1/A: Microbot Medical Files Amendment No. 1 to Form S-1 for Resale of Common Stock
Amendment to Registration Statement
Microbot Medical has filed an amendment to its Form S-1 registration statement, pertaining to the resale of up to 1,005,965 shares of its common stock by selling stockholders, primarily related to the settlement of a lawsuit.
Summary
- Microbot Medical has filed an amendment to its Form S-1 registration statement for the resale of up to 1,005,965 shares of its common stock.
- These shares are held by selling stockholders and stem from a settlement agreement related to a lawsuit.
- The company will not receive any proceeds from the sale of these shares.
- Microbot is a preclinical medical device company focused on developing robotic endoluminal surgery devices, with its lead product being the LIBERTY Endovascular Robotic Surgical System.
- The company recently settled a lawsuit with Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient III, LP and Hudson Bay Master Fund Ltd. by paying $2,154,000, including $1,100,000 in cash and 1,005,965 shares of restricted common stock.
- Microbot is continuing its interaction with the FDA regarding its IDE submission process for the LIBERTY Endovascular Robotic Surgical System.
- The company is also commencing audits for ISO 13485 certification to support future CE Mark approval for the LIBERTY system in Europe.
- Microbot is monitoring the impact of the ongoing Israel-Hamas war on its operations, particularly its ability to import materials and ship devices.
Sentiment
Score: 5
Explanation: The document contains both positive and negative elements. The settlement of the lawsuit and progress with regulatory submissions are positive, but the company's financial position and the impact of the Israel-Hamas war are concerning. The sentiment is neutral overall.
Positives
- The lawsuit with Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient III, LP and Hudson Bay Master Fund Ltd. has been settled.
- The company is progressing with its regulatory strategy, including IDE submission to the FDA and preparations for CE Mark approval.
- The LIBERTY Endovascular Robotic Surgical System has surpassed its 100th catheterization during multiple preclinical studies, with a 95% success rate of reaching pre-determined vascular targets.
Negatives
- The company will not receive any proceeds from the resale of the 1,005,965 shares of common stock.
- The company is monitoring the impact of the ongoing Israel-Hamas war on its operations.
Risks
- The company's operations in Israel could be affected by the ongoing Israel-Hamas war.
- The company's ability to import materials and ship devices could be affected by the ongoing Israel-Hamas war.
- The company's subcontractors, vendors, suppliers and other companies in which the Company relies, are currently only partially active, as instructed by the relevant authorities.
- A slowdown in the number of international flights in and out of Israel.
Future Outlook
The company expects to continue incurring net losses for the foreseeable future as it continues research and development efforts of its primary product candidate and continues to incur costs associated with being a public company.
Industry Context
The document highlights Microbot Medical's position in the minimally invasive surgery space, particularly in endovascular interventions. The company is focused on leveraging its robotic technologies to improve surgical outcomes. The document mentions the competitive landscape, including Corindus Vascular Robotics (Siemens Healthineers) and Robocath, and emphasizes the unique attributes of Microbot's LIBERTY system, such as its compact size, disposability, and remote control capabilities.
Comparison to Industry Standards
- The document mentions Corindus Vascular Robotics (a Siemens Healthineers company) and Robocath as competitors in the endovascular robotics space.
- Microbot aims to differentiate itself through a fully disposable system, remote operation, and compatibility with a wide range of guidewires and microcatheters.
- The document highlights the potential for the LIBERTY system to expand telerobotic interventions to patients with limited access to life-saving procedures, such as mechanical thrombectomy in ischemic stroke.
Legal Proceedings
- The company settled a lawsuit with Empery Asset Master Ltd., Empery Tax Efficient, LP, Empery Tax Efficient III, LP and Hudson Bay Master Fund Ltd. by paying $2,154,000, including $1,100,000 in cash and 1,005,965 shares of restricted common stock.
Stakeholder Impact
- Shareholders may experience dilution from the issuance of new shares.
- Employees may be affected by cost reduction measures and the ongoing Israel-Hamas war.
- Customers and suppliers may be affected by the company's ability to import materials and ship devices due to the ongoing Israel-Hamas war.
Next Steps
- Continue interaction with the FDA regarding the IDE submission process.
- Commence audits for ISO 13485 certification to support future CE Mark approval for the LIBERTY system in Europe.
- Monitor the impact of the ongoing Israel-Hamas war on operations.
- Pursue additional funding through equity offerings, debt financings, and government grants.
Key Dates
| Date | Description |
|---|---|
| 2016-08-15 | Agreement and Plan of Merger and Reorganization by and among StemCells, Inc., C&RD Israel Ltd. and Microbot Medical Ltd. |
| 2016-11-28 | Company consummated a transaction pursuant to an Agreement and Plan of Merger, dated August 15, 2016, with Microbot Medical Ltd. |
| 2017-06-08 | Date of equity financing related to the lawsuit with Empery Asset Master Ltd., et al. |
| 2018-01-04 | Microbot Israel entered into an agreement with CardioSert to acquire certain of its patent-protected technology |
| 2019-04-28 | Company brought an action against Alliance Investment Management, Ltd. (later amended to add Joseph Mona as a defendant) |
| 2019-11-30 | Company signed an office space lease agreement for the period from November 2019 until October 2024. |
| 2020-01-13 | Microbot unveiled what it believes is the worlds first fully disposable robotic system for use in endovascular interventional procedures |
| 2020-08-17 | Microbot announced the successful conclusion of its feasibility animal study using the LIBERTY Endovascular Robotic Surgical System. |
| 2021-06-10 | Company entered into an At-the-Market Offering Agreement with H.C. Wainwright & Co. LLC |
| 2022-10-03 | Company entered into an Engagement Letter with Wainwright |
| 2022-10-06 | Microbot Israel purchased substantially all of the assets, including intellectual property, devices, components and product related materials of Nitiloop Ltd. |
| 2022-10-19 | Company entered into a Securities Purchase Agreement with an institutional investor |
| 2022-10-25 | Company issued Series A preferred investment options to purchase shares of the Companys common stock |
| 2023-01-01 | Start of periods for financial data presented in the document. |
| 2023-05-03 | Company announced that the LIBERTY Endovascular Robotic Surgical System has surpassed its 100th catheterization during multiple preclinical studies |
| 2023-05-15 | Board of Directors of the Company authorized, and the Company commenced, a core-business focus program |
| 2023-05-22 | Company entered into a securities purchase agreement with an institutional investor |
| 2023-05-23 | First May Offering was consummated |
| 2023-05-24 | Second May Offering was consummated |
| 2023-06-02 | Company entered into a securities purchase agreement with institutional investors |
| 2023-06-06 | First June Offering was consummated |
| 2023-06-16 | Holder of the Series B Preferred Investment Options exercised all of such Series B Preferred Investment Options pursuant to its cashless exercise provision |
| 2023-06-26 | Company entered into a securities purchase agreement with institutional investors |
| 2023-06-28 | Second June Offering was consummated |
| 2023-06-29 | Company announced the successful completion of a two-day preclinical study held by leading key opinion leaders at a New York-based research lab |
| 2023-08-17 | Company terminated the CardioSert Agreement effective as of August 17, 2023 |
| 2023-08-22 | District Court adopted the Report and Recommendation in full and dismissed the Section 10(b) counterclaim in its entirety |
| 2023-10-07 | State of Israel suffered a surprise attack by hostile forces from Gaza |
| 2023-10-24 | Company announced that it received confirmation for the commencement of the process to support our future CE Mark approval |
| 2023-10-25 | Company issued Series A preferred investment options to purchase shares of the Companys common stock |
| 2023-12-29 | Company entered into a Preferred Investment Option Exercise and Inducement Letter |
| 2024-01-01 | Reinstatement of annual compensation for independent directors and CEO |
| 2024-01-03 | Closings of the transactions contemplated by the Inducement Letter occurred |
| 2024-01-26 | Company entered into a Settlement Agreement and Release with the Plaintiffs |
| 2024-01-29 | Company submitted an Investigational Device Exemption (IDE) application with the U.S. Food and Drug Administration |
| 2024-03-27 | Date of the last reported closing price of our common stock on the Nasdaq Capital Market |
| 2024-04-01 | Date of the prospectus |
Keywords
Microbot Medical, Form S-1, Resale, Common Stock, LIBERTY Endovascular Robotic Surgical System, IDE, CE Mark, Lawsuit Settlement, Israel-Hamas War, Medical Device
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.