8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 28, 2016

MICROBOT MEDICAL INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-19871	94-3078125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

175 Derby Street, 27/1

Hingham, MA 02043

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (908) 938-5561

(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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On November 29, 2016, Microbot Medical Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report, among other things, that C&RD Israel Ltd., an Israeli corporation and a wholly owned subsidiary of the Company, completed a merger with and into Microbot Medical Ltd. (“Microbot Israel”), a company organized under the laws of the State of Israel, with Microbot Israel surviving as a wholly-owned subsidiary of the Company (the “Merger”).

This Current Report on Form 8-K/A amends the Original 8-K to provide the pro forma combined financial information with respect to the Merger, which is included as Exhibit 99.1 to this Current Report on Form 8-K/A. Except as otherwise provided herein, this Current Report on Form 8-K/A does not amend or restate the Original 8-K, nor does it modify or update any of the information made in the Original 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit	Description
99.1	Unaudited pro forma combined financial information with respect to the Merger.

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.

Date: February 2, 2017

MICROBOT MEDICAL INC.
By:	/s/ Harel Gadot
	Harel Gadot, Chairman, President, and Chief Executive Officer

2

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following table presents selected unaudited pro forma combined financial data of Microbot Medical Inc. (f/k/a StemCells, Inc.) (the “Company”) and Microbot Medical Ltd. (“Microbot Israel”), which is intended to show how the Merger (as defined below) has affected the historical financial results of the Company and Microbot Israel. The unaudited pro forma combined statement of operations for the nine months ended September 30, 2016 assumes that the Merger took place as of January 1, 2016, and combines the historical results of the Company and Microbot Israel for the nine months ended September 30, 2016.

On November 28, 2016, C&RD Israel Ltd., an Israeli corporation (“Merger Sub”) and a wholly owned subsidiary of the Company, completed its previously announced merger with and into Microbot Israel, with Microbot Israel surviving as a wholly owned subsidiary of the Company (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization, dated August 15, 2016, by and among the Company, Microbot Israel and Merger Sub (the “Merger Agreement”).

The historical financial statements of the Company and Microbot Israel have been adjusted to give pro forma effect to events that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had the Company and Microbot Israel been a combined company during the specified period.

The following unaudited pro forma combined financial statements were prepared using the acquisition method of accounting under existing U.S. generally accepted accounting principles, or GAAP, and give effect to the Merger between the Company and Microbot Israel. For accounting purposes, Microbot Israel is considered to be acquiring the Company in the Merger. Microbot Israel was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including: (i) Microbot Israel security holders owning approximately 75% of the voting interests of the Company immediately following the closing of the Merger; (ii) directors appointed by Microbot Israel constitute the board of directors of the Company; and (iii) employees of Microbot Israel constitute the entire management of the Company.

Because Microbot Israel is treated as the accounting acquirer, Microbot Israel’s assets and liabilities are recorded at their precombination carrying amounts and the historical operations that are reflected in the financial statements will be those of Microbot Israel. The Company’s assets and liabilities are measured and recognized at their fair values as of the transaction date, and consolidated with the assets, liabilities and results of operations of Microbot Israel after the consummation of the Merger.

You should read the tables below in conjunction with the Company’s audited and unaudited financial statement and notes thereto included in the Company’s Annual Report on Form 10-K and Quarterly reports on Form 10-Q, and the Microbot Israel audited and unaudited financial statements and notes thereto included in the Form 8-K of the Company filed with the Securities and Exchange Commission on January 4, 2017 and in the Form 8-K/A of the Company filed with the Securities and Exchange Commission on January 6, 2017.

Pro Forma Statement of Operations	Nine months ended			Three months ended
	September 30, 2016
	(Unaudited)
Revenue:
Revenue from licensing agreements	$	85,237		$	32,762
Operating expenses:
Research and development		9,505,377			340,051
General and administrative		9,073,997			2,214,453
Wind-down expenses		3,806,142			2,694
Total operating expenses		22,385,516			2,557,198
Loss from operations	$	(22,300,279	)	$	(2,524,436	)
Other income (expense):
Change in fair value of warrant liability		1,596,554			(4,250,308	)
Conversion of CIRM loan to a grant		8,916,641			—
Gain on extinguishment of loan payable		242,931			—
Discount received on settlement of vendor invoices		1,875,701			1,875,701
Write-down of fixed assets		(3,332,736	)		—
Gain on disposal of fixed assets		18,888			18,888
Interest income		8,530			218
Interest expense		(298,257	)		(10,625	)
Other income (expense), net		14,870			(9,208	)
Total other income (expense), net	$	9,043,122		$	(2,375,334	)
Net loss	$	(13,257,157	)	$	(4,899,770	)

Pro Forma Balance Sheet	September 30, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,652,002
Other receivables		78,789
Other assets, current		3,378
Total current assets		2,734,169
Property, plant and equipment, net		29,245
Other intangible assets, net		38,827
Total assets	$	2,802,241
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	894,517
Accrued expenses and other current liabilities		906,643
Accrued expenses wind down expenses		80,000
Loan payable net of discount, current		2,000,000
Deferred revenue, current		16,826
Total current liabilities		3,897,986
Convertible loan from shareholders		976,563
Fair value of warrant liability		651,902
Deferred revenue, non-current		16,639
Other long-term liabilities		126,439
Total liabilities		5,669,529
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.01 par value; 200,000,000 shares authorized; issued and outstanding 16,259,598 at September 30, 2016		162,596
Additional paid-in capital		470,238,733
Accumulated deficit		(473,316,003	)
Accumulated other comprehensive income		47,386
Total stockholders’ deficit		(2,867,288	)
Total liabilities and stockholders’ deficit	$	2,802,241