StemCells, Inc. – PRE-FUNDED COMMON STOCK PURCHASE WARRANT Microbot Medical Inc. (February 8th, 2019)THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and until this Warrant is exercised in full (the "Termination Date"), to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
StemCells, Inc. – Underwriter Common Stock Purchase Warrant Microbot Medical Inc. (February 8th, 2019)THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
StemCells, Inc. – Contract (February 8th, 2019)
StemCells, Inc. – January 25, 2019 (January 25th, 2019)
StemCells, Inc. – COMMON STOCK PURCHASE WARRANT Microbot Medical Inc. (January 25th, 2019)THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and until on or prior to 5:00 p.m. (New York City time) on ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
StemCells, Inc. – Contract (January 25th, 2019)
StemCells, Inc. – Contract (January 25th, 2019)
StemCells, Inc. – PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Microbot Medical Inc. (January 17th, 2019)THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the date hereof (the "Initial Exercise Date") and until on or prior to 5:00 p.m. (New York City time) on ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of October 12, 2018, by and between the Company and H.C. Wainwright & Co., LLC.
StemCells, Inc. – Form of Securities Purchase Agreement (January 17th, 2019)This Securities Purchase Agreement (this "Agreement") is dated as of January 15, 2019, between Microbot Medical Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
StemCells, Inc. – Microbot Medical Inc. (January 17th, 2019)
StemCells, Inc. – STRICTLY CONFIDENTIAL Microbot Medical Inc. (January 16th, 2019)
StemCells, Inc. – PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Microbot Medical Inc. (January 16th, 2019)THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the date hereof (the "Initial Exercise Date") and until on or prior to 5:00 p.m. (New York City time) on ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of October 12, 2018, by and between the Company and H.C. Wainwright & Co., LLC.
StemCells, Inc. – Securities Purchase Agreement (January 16th, 2019)This Securities Purchase Agreement (this "Agreement") is dated as of January 14, 2019, between Microbot Medical Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
StemCells, Inc. – Contract (January 16th, 2019)
StemCells, Inc. – Contract (January 16th, 2019)
StemCells, Inc. – Contract (November 19th, 2018)
StemCells, Inc. – Contract (November 19th, 2018)
StemCells, Inc. – Agreement (January 8th, 2018)This Agreement is entered into as of this 4th day of January, 2018 (the "Effective Date"), by and between CardioSert Ltd. (p.c. 514755776) a company formed under the laws of Israel, having a place of business at 53 Derech Bar Yehuda, Nesher, Israel. ("CardioSert") and Microbot Medical Ltd. (p.c. 514519412), a company formed under the laws of the State of Israel ("Microbot"), a wholly owned subsidiary of Microbot Medical Inc. (US) having a place of business at 5 Hamada St. Yokneam, Israel ("Microbot Inc.") (each of CardioSert and Microbot, a "Party", and collectively the "Parties")
StemCells, Inc. – Microbot Medical Inc. 2017 Equity Incentive Plan Stock Option Agreement (November 14th, 2017)STOCK OPTION AGREEMENT, dated as of [DATE], between Microbot Medical Inc., a Delaware corporation (the "Company"), and [GRANTEE] (the "Grantee").
StemCells, Inc. – Microbot Medical Ltd. 2015 Stock Option Plan (October 30th, 2017)1. PURPOSE The purpose of this 2015 Stock Option Plan is to secure for Microbot Medical Ltd. and its shareholders the benefits arising from ownership of share capital by employees, officers, directors and consultants of the Company and its Affiliates (as defined below), who are expected to contribute to the Company's future growth and success. 2. DEFINITIONS 2.1. DEFINED TERMS 1. Initially capitalized terms, as used in this Plan, shall have the meaning ascribed thereto as set forth below:
StemCells, Inc. – Microbot Medical Inc. 2017 Equity Incentive Plan Stock Option Agreement (October 30th, 2017)WHEREAS, as of September 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the "Plan"), which Plan authorizes, among other things, the grant of options to purchase shares of common stock, $0.01 par value ("Common Stock"), of the Company to directors, officers and employees of the Company and to other individuals; and
StemCells, Inc. – Microbot Medical Ltd. (October 30th, 2017)WHEREAS: The Participant is an Employee as defined in the Company's 2015 Stock Option Plan (the "Plan"); and WHEREAS: The Company desires to grant the Participant options to purchase Shares in the Company, and the Participant is interested in receiving the aforesaid options, all in accordance with and subject to the Plan and the provisions of this award agreement and any appendix thereto (the "Award Agreement"), and their intention is that the provisions of Section l02 of the Israeli Income Tax Ordinance (New Version) 1961 (the "Ordinance"), as amended and any regulations, rules, orders or procedures promulgated there under, including tax rules (Preferential Tax Treatment regarding Issuance of Shares to Employees), 2003 ("Section 102"), relating to the allocation of options in the capital gain track, shall apply to the options granted; and WHEREAS: The Participant has read
StemCells, Inc. – Placement Agency Agreement (June 6th, 2017)Introduction. Subject to the terms and conditions herein (this "Agreement"), Microbot Medical, Inc., a Delaware corporation (the "Company"), hereby agrees to sell up to an aggregate of $10,500,000 of the Company's common stock, par value $0.01 per share (the "Common Stock" or the "Securities") directly to various investors (each, an "Investor" and, collectively, the "Investors") through Ladenburg Thalmann & Co. Inc., as placement agent ("Ladenburg" or the "Placement Agent"). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).
StemCells, Inc. – Securities Purchase Agreement (June 6th, 2017)This Securities Purchase Agreement (this "Agreement") is dated as of June 5, 2017, between Microbot Medical Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
StemCells, Inc. – June 5, 2017 (June 6th, 2017)
StemCells, Inc. – MICROBOT MEDICAL INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES a CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW (May 11th, 2017)
StemCells, Inc. – Securities Exchange Agreement (May 11th, 2017)This Securities Exchange Agreement (this "Agreement") is dated as of May 10, 2017, between Microbot Medical Inc. (f/k/a Stemcells, Inc.), a Delaware corporation (the "Company"), and the purchaser identified on the signature pages hereto (including its successors and assigns, the "Purchaser").
StemCells, Inc. – Securities Exchange Agreement (April 6th, 2017)This Securities Exchange Agreement (this "Agreement") is dated as of November 28, 2016, between Stemcells, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").
StemCells, Inc. – MICROBOT MEDICAL INC. Issuer AND Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) (March 31st, 2017)INDENTURE, dated as of [ ], by and between Microbot Medical Inc., a Delaware corporation (the "Company"), and [ ], as trustee (the "Trustee"):
StemCells, Inc. – MICROBOT MEDICAL INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) (March 31st, 2017)INDENTURE, dated as of [ ], by and between Microbot Medical Inc., a Delaware corporation (the "Company"), and [ ], as trustee (the "Trustee"):
StemCells, Inc. – Contract Research Agreement (March 21st, 2017)This Contract Research Agreement is entered into as of this __ day of _________, 2017 (the "Effective Date"), by and between The Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, having its principal offices at One Brookings Drive, St. Louis, Missouri 63130 ("University") and Microbot Medical Ltd., a company formed under the laws of Israel, with offices at 5 Hamada Street, Yokneam, Israel (the "Company").
StemCells, Inc. – License Agreement (March 21st, 2017)This License Agreement is entered into as of the __ day of June, 2012 (the "Effective Date"), by and between Technion Research and Development Foundation, a company formed under the laws of Israel, having a place of business at the Technion City, Haifa 32000, Israel ("TRDF") and Microbot Medical Ltd., a company formed under the laws of the State of Israel, having a place of business at 147 Bar Yehuda Rd., Nesher, Israel ("Microbot").
StemCells, Inc. – Escrow Agreement (March 21st, 2017)This ESCROW AGREEMENT (this "Escrow Agreement") is made and entered into as of November 11, 2016, by and among BOCO Silicon Valley, Inc., a California corporation ("Buyer"), STEMCELLS, INC., a Delaware corporation, ("Seller") under the Asset Purchase Agreement (as defined below), Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the "Escrow Agent"), Kenneth B. Stratton in his capacity as representative to the Consultants (as defined herein) ("Consultants' Representative"), and Alpha Capital Anstalt ("Alpha Capital"). Buyer and together with Seller, Consultants' Representative and Alpha Capital are sometimes referred to individually as "Party" and collectively as the "Parties," provided that (a) Consultants' Representative is a Party solely with respect to Sections 3.2 and 4.3, Section 5, Section 6.3, Section 9 and Section 10 and (b) Alpha Capital is a Party solely with respect to Section 3.2, Sections 5.3(a), 10.2(a), 10.4, 10.3, 10.4, 10.5, 10.7, 10.
StemCells, Inc. – Asset Purchase Agreement Dated as of November 11, 2016 by and Among Stemcells, Inc., Stem Cell Sciences Holdings Limited, Stemcells California, Inc., and Boco Silicon Valley, Inc. (March 21st, 2017)This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of November 11, 2016 (the "Execution Date"), is among STEMCELLS, INC., a Delaware corporation ("STEMCELLS Parent"), STEM CELL SCIENCES HOLDINGS LIMITED, a private limited company registered in Scotland that is a wholly-owned subsidiary of STEMCELLS Parent ("STEMCELLS Holdings"), STEMCELLS CALIFORNIA, INC., a California corporation that is a wholly-owned subsidiary of Holdings ("STEMCELLS Subsidiary"), and BOCO Silicon Valley, Inc., a California corporation ("BOCO US"). STEMCELLS Parent, STEMCELLS Holdings and STEMCELLS Subsidiary are referred to herein collectively as the "Sellers" and each is individually referred to as a "Seller." The Sellers, on the one hand, and BOCO US, on the other hand, are referred to herein collectively as the "Parties" or "parties" hereto; and each is individually referred to as a "Party" or "party" hereto.
StemCells, Inc. – Contract (February 6th, 2017)0.001 0.001 0.001 0.001 0.001 0.10 1 0.001 0.001 0.10 358536 374653 0.001 0.001 1500000 1617450 1741 -1244538 56946 0.001 630826 36607 4541500 65187 4541500 957858 13348 904457 600000 20000000 3305342 790246 2616 19694 19815 0 2342 81457 600000 600000 0.001 4000000 114211 3000000 957858 101272 33334 53401 90008 856586 159420 -2451372 17754 3000000 121 3049 3708 1100 4649 22774 56705 12733 28654 3119342 -2265372 186000 -186000 3305342 2616 -2451372 51867 0.001 426992 53853 4541500 4541500 527742 9820 486478 844000 20000000 419099 3305342 436717 2616 24533 24661 0 14558 148236 9872 844000 844000 0.001 4000000 49761 3000000 527742 172897 25383 3584 37680 91533 -64254 9725 -3372212 18231 3000000 128 -189 68455 1565 4649 33905 58230 18383 28654 0.243 0.