UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2025
MICROBOT MEDICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-19871 | | 94-3078125 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
288 Grove Street, Suite 388
Braintree, MA 02184
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 875-3605
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | MBOT | | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 5.02 below is incorporated herein by reference into this Item 1.01.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 5, 2025, Microbot Medical Inc. (the “Company”) increased:
| ● | the annual base salary of Simon Sharon, the Company’s Chief Technology Officer and the General Manager of the Company’s Israel facilities, to NIS 960,000, commencing for the 2025 fiscal year. Such increase is memorialized in an Addendum #2 to Employment Agreement, dated as of February 5, 2025 (the “Sharon Agreement”). |
| ● | the annual base salary of Rachel Vaknin, the Company’s Chief Financial Officer, to NIS 720,000, and certain travel benefits from NIS 1,000 per month to NIS 5,000 per month, commencing for the 2025 fiscal year. Such increases are memorialized in an Addendum #2 to Employment Agreement, dated as of February 5, 2025 (the “Vaknin Agreement”). |
| ● | the maximum annual bonus of Juan Diaz-Cartelle, its Chief Medical Officer, from a maximum of up to 30% of base salary to a maximum of up to 35% of base salary, commencing for the 2025 fiscal year. Such increase is memorialized in an Amendment to Employment Agreement, dated as of February 5, 2025 (the “Diaz-Cartelle Agreement”). |
The Sharon Agreement, Vaknin Agreement and Diaz-Cartelle Agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K. The description of the terms of the Sharon Agreement, Vaknin Agreement and Diaz-Cartelle Agreement are not intended to be complete and are qualified in their entirety by reference to such exhibits.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | MICROBOT MEDICAL INC. |
| | |
| | By: | /s/ Harel Gadot |
| | Name: | Harel Gadot |
| | Title: | Chief Executive Officer, President and Chairman |
Date: February 7, 2025
