Microbot Medical Inc
For the period ended Feb 28, 2025. Filed Feb 28, 2025.
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Feb 28, 2025 · Filed Feb 28, 2025
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Contents
Background
The Certificate of Incorporation currently authorizes the issuance of a total of 61,000,000 shares of capital stock. Of such shares, 60,000,000 are designated as common stock and 1,000,000 are designated as undesignated preferred stock. As of the Record Date, there were 28,641,187 shares of common stock issued and outstanding, and no shares of preferred stock issued or outstanding. Our Board of Directors may establish the rights and preferences of the undesignated preferred stock from time to time.
In addition to the 28,641,187 shares of common stock outstanding, as of the Record Date, the Company had reserved for issuance:
| ● | 3,002,145 shares of our common stock issuable upon the exercise of outstanding stock options granted to employees, directors and consultants, with exercise prices ranging from approximately $0.005 to $15.75 and having a weighted-average exercise price of $4.19 per share; |
| ● | 156,585 shares of our common stock reserved for future grant under our 2017 Equity Incentive Plan; and |
| ● | 147,217 shares of our common stock reserved for future grant under our 2020 Omnibus Performance Award Plan. |
| ● | 51,125 shares of our common stock issuable upon the exercise of outstanding warrants expiring in October 2027, at an exercise price per share of $6.1125; |
| ● | 32,778 shares of our common stock issuable upon the exercise of outstanding warrants expiring in November 2026, at an exercise price per share of $2.75; |
| ● | 60,476 shares of our common stock issuable upon the exercise of outstanding warrants expiring in November 2026, at an exercise price per share of $2.75; |
| ● | 35,088 shares of our common stock issuable upon the exercise of outstanding warrants expiring in November 2026, at an exercise price per share of $2.6719; |
| ● | 1,075,165 shares of our common stock issuable upon the exercise of outstanding series E preferred investment options expiring in July 2029, at an exercise price per share of $1.50; |
| ● | 3,133,338 shares of our common stock issuable upon the exercise of outstanding series F preferred investment options expiring in June 2026, at an exercise price per share of $1.50; |
| ● | 8,000,002 shares of our common stock issuable upon the exercise of outstanding series G preferred investment options expiring in January 2027, at an exercise price per share of $1.75; |
| ● | 7,577,100 shares of our common stock issuable upon the exercise of outstanding series H preferred investment options expiring in January 2027, at an exercise price per share of $2.10; |
| ● | 31,231 shares of our common stock issuable upon the exercise of outstanding warrants expiring in June 2028, at an exercise price per share of $4.0625; |
| ● | 84,284 shares of our common stock issuable upon the exercise of outstanding placement agent preferred investment options expiring in July 2029, at an exercise price per share of $2.025; |
| ● | 78,333 shares of our common stock issuable upon the exercise of outstanding placement agent preferred investment options expiring in June 2026, at an exercise price per share of $1.875; |
| ● | 200,000 shares of our common stock issuable upon the exercise of outstanding placement agent preferred investment options expiring in January 2027, at an exercise price per share of $2.1875; and |
| ● | 189,428 shares of our common stock issuable upon the exercise of outstanding placement agent preferred investment options expiring in January 2027, at an exercise price of $2.8375. |
The above list of reserved securities does not take into account the Options, which were issued subsequent to the Record Date, or the shares underlying the Options.
As of the Record Date, the aggregate number of outstanding and reserved shares of common stock is 52,495,482, leaving only 7,504,518 shares of common stock available for future issuances. In addition, if stockholders approve the Issuance Proposal and this Increase Proposal, we would need 5,007,224 shares in excess of our current authorized shares of 60,000,000 in order to issue all of the shares underlying the Options. Additionally, future issuances may include issuances of securities in order to raise capital, the payment of consideration for acquisitions, additional shares issued in connection with grants made to employees under new or expanded existing compensation plans or arrangements, and other uses not currently anticipated.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.