August 16, 2016 11:05am

A round-about way for a public listing, little cash after change of control and the ability to raise capital in US markets; STEM closed at $0.37 and is UP +$0.34 or +90.52% to $0.71

 

 

StemCells (STEM) and Microbot - a private medical device company have entered into a definitive merger agreement, with plans to pursue the development of robotics based medical devices for the treatment of cerebrospinal fluid and gastrointestinal disorders, as well as other conditions.  

 

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.

At the effective time of the merger, each outstanding share of Microbot capital stock will be automatically converted into the right to receive that number of shares of common stock as determined pursuant to the exchange ratio described in the Merger Agreement.

  • all outstanding options to purchase shares of Microbot stock will be assumed by the Company and converted into options to purchase shares of Company common stock, in each case appropriately adjusted based on the Exchange Ratio;
  • all outstanding warrants to purchase shares of the capital stock of Microbot will be assumed by the company and converted into warrants to purchase shares of Company common stock, in each case appropriately adjusted based on the Exchange Ratio.
  • No fractional shares of common stock will be issued in the merger.

 

The Bottom Line: Microbot will pursue the development of robotics based medical devices for the treatment of cerebrospinal fluid and gastrointestinal disorders, as well as other conditions.  

An easier way for a public listing … and the ability to raise capital in US markets … merger is a subjective title

Following the consummation of the merger, former stockholders of Microbot and certain advisors with respect to the merger are expected to own 95% of the combined company and current stockholders of STEM are expected to own 5% of the combined company.

  • Based on the fully diluted shares of each company prior to the consummation of the merger.

In connection with the merger, STEM will seek to amend its certificate of incorporation to:

  • effect a reverse stock split of the  common stock, if necessary to comply with the listing requirements of the NASDAQ Capital Market;
  • increase the number of authorized shares of company common stock; and
  • change the name of the company to "Microbot Medical Inc." or another name designated by Microbot

 

STEM closed at $0.37 and is UP +$0.34 or +90.52% to $0.71