Tuesday, August 23, 2016 6:12:07 AM
Item 1.01 Entry Into a Material Definitive Agreement.
Merger Agreement
On August 15, 2016, StemCells, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel (“Microbot”) and C&RD Israel Ltd., an Israeli corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into Microbot, Merger Sub will cease to exist and Microbot will survive as a wholly-owned subsidiary of the Company (the “Merger”). The respective boards of directors of StemCells and Microbot have approved the Merger Agreement and the transactions contemplated thereby.
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