Item 1. | |
(a) | Name of issuer:
Microbot Medical Inc. |
(b) | Address of issuer's principal executive
offices:
288 Grove Street, Suite 388, Braintree, MA 02184 |
Item 2. | |
(a) | Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Microbot Medical Inc. (the "Company"), par value $0.01 per share (the "Shares").
(i) CVI Investments, Inc.
(ii) Heights Capital Management, Inc.
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(b) | Address or principal business office or, if
none, residence:
The address of the principal business office of CVI Investments, Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
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(c) | Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
(d) | Title of class of securities:
Common Stock, par value $0.01 per share |
(e) | CUSIP No.:
59503A204 |
Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
(b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
(c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
(d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
(e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
(f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
(g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
(h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
(i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: |
(k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
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Item 4. | Ownership |
(a) | Amount beneficially owned:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The Company's Prospectus Supplement (to Prospectus dated December 4, 2023, Registration No. 333-275634), filed on January 7, 2025, indicates there were 20,651,434 Shares outstanding (excluding Shares issuable upon the exercise of preferred investment options issued at the same time) as of the completion of the offering of the Shares referred to therein.
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(b) | Percent of class:
6.1 % |
(c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| (ii) Shared power to vote or to direct the
vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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| (iii) Sole power to dispose or to direct the
disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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| (iv) Shared power to dispose or to direct the
disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
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Item 5. | Ownership of 5 Percent or Less of a Class. |
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Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
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Not Applicable
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Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
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Not Applicable
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Item 8. | Identification and Classification of Members of
the Group. |
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Not Applicable
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Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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