aibioMicrobot Medical agrees to $13.0 million registered direct offering at $2.13 per share
Tickers MBOT
Microbot Medical agreed to sell 6,103,289 shares at $2.13 in a registered direct offering, with unregistered warrants for up to 12,206,578 more shares. H.C. Wainwright & Co., LLC is the exclusive placement agent, and the company pays it a 7.0% cash fee.
Key facts
- Company
- Microbot Medical Inc. (NASDAQ: MBOT)
- News type
- Financings
- Primary source
- Microbot Medical Inc. Form 8-K filed February 11, 2025 (SEC EDGAR)
Microbot Medical Inc. (Nasdaq: MBOT) signed securities purchase agreements on February 9, 2025 to sell 6,103,289 shares of common stock at $2.13 per share in a registered direct offering priced at-the-market under Nasdaq rules. The company disclosed the terms in a Form 8-K filed February 11, 2025, and in a press release dated February 10, 2025. It expects aggregate gross proceeds of about $13.0 million from the offering and a concurrent private placement, before the placement agent's fee and offering expenses. Both are expected to close on or about February 11, 2025.
The registered shares
The shares are sold under a Form S-3 shelf registration statement (File No. 333-275634), which the SEC declared effective on December 4, 2023, and a prospectus supplement dated February 9, 2025. Under the purchase agreements, Microbot agreed to restrictions on issuing or selling common stock or common stock equivalents for 60 days after the closing.
The warrants
In a concurrent private placement, the company agreed to issue the investors Series I warrants for up to 12,206,578 shares, at an exercise price of $2.13 per share. The warrants and the shares underlying them were not registered under the Securities Act. They were sold under Section 4(a)(2) and Rule 506(b).
The warrants cannot be exercised until the later of two events. The first is the filing and acceptance in Delaware of an amendment increasing authorized common shares enough to cover full exercise. The second is stockholder approval required by Nasdaq rules. Each warrant expires two years after its initial exercise date. Microbot agreed to hold a stockholder meeting within 90 days of the closing to approve the amendment and the exercise.
A holder may not exercise if it would own more than 4.99% of the outstanding common stock afterward, or 9.99% if the purchaser chose that level at issuance. The 8-K says the warrants have no established trading market, so their liquidity "may be extremely limited."
Placement agent fees
H.C. Wainwright & Co., LLC is the exclusive placement agent under an engagement letter dated May 29, 2024, amended on January 3, 2025 and February 9, 2025. Microbot agreed to pay Wainwright a cash fee equal to 7.0% of the gross proceeds a management fee equal to 1.0%, a non-accountable expense of $25,000, up to $35,000 for its legal counsel and $15,950 for clearing expenses.
Wainwright also gets warrants for 305,164 shares at $2.6625 per share, exercisable after the same two conditions as the Series I warrants and expiring no later than February 9, 2030. If investors exercise Series I warrants for cash, Microbot must pay Wainwright a further 7.0% cash fee on the exercise price and issue it warrants for 5.0% of the shares exercised.
Wainwright also holds a right of first refusal to act as sole book-running manager, sole underwriter or sole placement agent for equity or debt financings during the twelve months after the engagement letter ends. The 8-K says Wainwright is entitled to compensation on financings within six months after termination if the investors were introduced by Wainwright.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. gave the opinion on the legality of the shares, filed as Exhibit 5.1.
Use of proceeds
Microbot says it will use the net proceeds for continued development, commercialization and regulatory activities for its LIBERTY Robotic System, for developing further applications from its intellectual property portfolio, and for working capital and general corporate purposes.
The press release lists "the Company's need for and ability to obtain additional working capital to continue its transition to a commercially focused company" among its risks. It also lists whether the FDA will grant 510(k) clearance to market the LIBERTY Endovascular Robotic Surgical System in the United States as an open question.
What is not disclosed
The 8-K and press release do not give Microbot's cash balance, net loss or accumulated deficit, the net proceeds after fees, or the number of shares outstanding before the deal. Without those figures, the dilution from the 6,103,289 registered shares and the up-to-12,206,578 warrant shares cannot be set against the company's cash need.