SEC Form 4 · accession 0001213900-16-019069
Microbot Medical Inc. · MBOT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ALPHA CAPITAL ANSTALT
10% Owner
Period of report
Nov 28, 2016
Accepted (ET)
Nov 30, 2016 · 5:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000883975
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Nov 28, 2016 | J | 9,753,549 | $0.00 | A | 9,753,549 | D | |
| Common StockF1,F2,F3 | Nov 28, 2016 | J | 7,977,092 | $0.00 | D | 1,776,457 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible DebentureF2,F3 | $0.64 | Nov 28, 2016 | J | 1,776,457 | A | — | — | Common Stock | — | 1,776,457 | D |
Explanation of responses
- F1Pursuant to a merger agreement effective as of November 28, 2016 reported in a Form 8-K filed by the Issuer on November 29, 2016, Alpha Capital Anstalt ("Alpha") was issued 9,753,549 shares of common stock, which immediately following the merger were surrendered by Alpha to the Issuer pursuant to the terms of a Right to Shares Agreement. The Right to Shares Agreement contains a 4.99% "blocker" provision designed to prevent Alpha from being a beneficial owner of more than 4.99% of the Issuer's Common Stock. Therefore, Alpha is no longer an affiliate of the Issuer.
- F2In connection with the merger on November 28, 2016, Alpha exchanged a non-convertible note for a convertible debenture containing a 4.99% "blocker" provision.
- F3The number of shares owned by Alpha does not include any shares issued to Lane Ventures, Inc., a consultant of the Issuer. Alpha disclaims beneficial ownership of any of the shares issued to Lane Ventures, Inc.