Microbot Medical Inc (MBOT)

[TheFinalCD]

Microbot Medical Inc. Announces $2.5 Million Registered Direct Offering Priced At-the-Market



Microbot Medical Inc. (Nasdaq: MBOT), a medical device company specializing in the design and development of transformational micro-robotic medical technologies, today announced that it has entered into definitive agreements with institutional investors for the purchase of 250,000 shares of its common stock, at a purchase price per share of $10.00, in a registered direct offering priced at-the-market. Additionally, Microbot has agreed to issue to the investors unregistered warrants to purchase up to 250,000 shares of common stock.. The warrants have an exercise price of $10.00 per share of common stock, will be exercisable immediately and will expire one year from the issuance date.
The closing of the offering is expected to occur on or about January 25, 2019, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to Microbot, before deducting placement agent fees and other offering expenses, are expected to be approximately $2.5 million. The potential gross proceeds from the warrants, if fully exercised on a cash basis, will be approximately $2.5 million. No assurance can be given that any of the warrants will be exercised. Microbot currently intends to use the net proceeds from this offering for the continuous development of its SCS device for the treatment of hydrocephalus and NPH; to expand and develop additional applications deriving from its existing IP portfolio, including the potential addition of complementary assets to the CardioSert portfolio either through internal development, in-license or acquisition; and for working capital and other general corporate purposes.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Microbot pursuant to a "shelf" registration statement on Form S-3 that was originally filed on March 31, 2017 and declared effective by the Securities and Exchange Commission ("SEC") on April 14, 2017 and the base prospectus contained therein (File No. 333-217076). The offering of the shares of common stock will be made only by means of a prospectus supplement that forms a part of the registration statement.

A final prospectus supplement and accompanying base prospectus relating to the shares of common stock being offered will be filed with the SEC. Copies of the final prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at [e-mail].

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.