EX-99.1 2 d305129dex991.htm EX-99.1 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