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DewDiligence

08/15/16 6:34 PM

#203480 RE: DewDiligence #201681

STEM reverse merges into (private) Microbot Medical:

https://www.sec.gov/Archives/edgar/data/883975/000119312516682077/d161430d8k.htm

On August 15, 2016, StemCells, Inc…(the “Company”), entered into an Agreement and Plan of Merger and Reorganization…with Microbot Medical Ltd., a private medical device company organized under the laws of the State of Israel… The respective boards of directors of StemCells and Microbot have approved the Merger Agreement and the transactions contemplated thereby.

Following the consummation of the Merger, former stockholders of Microbot…are expected to own 95% of the combined company and current stockholders of the Company are expected to own 5% of the combined company, in each case based on the fully diluted shares of each company prior to the consummation of the Merger.

In connection with the Merger, the Company will seek to amend its certificate of incorporation to: (a) effect a reverse stock split of the Company’s common stock, if necessary to comply with the listing requirements of the NASDAQ Capital Market; (b) increase the number of authorized shares of Company common stock; and (c) change the name of the Company to “Microbot Medical Inc.” or another name designated by Microbot.

5% of something is better than nothing, which is what STEM shareholders probably would've gotten under the prior liquidation plan (#msg-122996196).