6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of: November 2018

Commission file number: 001-35920

MAZOR ROBOTICS LTD.

(Translation of registrant's name into English)

PO Box 3104, 5 Shacham St.

Caesarea Industrial Park South 3079567, Israel

(Address of principal executive office)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.  

Form 20-F ☒Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

CONTENTS

At a Special General Meeting of Shareholders of Mazor Robotics Ltd. (the "Company") held on November 19, 2018, in Tel-Aviv, Israel (the "Meeting"), the holders of a total of 28,290,412 ordinary shares constituting approximately 53.44% of the total number of the Company's issued and outstanding share capital were present or represented by proxy at the Meeting. 20,515,625 ordinary shares, or (i) 96.12% of the total number of ordinary shares held by shareholders who participated in the Meeting and (ii) 95.02% of the total number of ordinary shares held by shareholders who participated in the Meeting, which share are neither held by a Medtronic affiliated party nor by a controlling shareholder of the Company or a shareholder with a personal interest in the merger proposal, voted in favor of the merger proposal (excluding abstained votes). Therefore, the merger proposal was approved.

The contents of this report on Form 6-K are incorporated by reference into the registration statements on Form S-8 (File Nos. 333-190372, 333-198213, 333-205009, 333-211237 and 333-223222) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company with the Securities and Exchange Commission.

Exhibit

99.1 Press release issued by the registrant on November 19, 2018 announcing the approval of merger proposal by registrant's shareholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAZOR ROBOTICS LTD.

(Registrant)

By: /s/ Sharon LevitaName: Sharon LevitaTitle: Chief Financial Officer & Vice President Business Operations

Date: November 19, 2018

EX-99.1

Exhibit 99.1

Mazor Robotics Inc.189 S. Orange Ave., Suite 1850 Orlando, FL  32801 Tel: 1 (800) 80-MAZOR Fax: (407) 591-3560 usa@MazorRobotics-us.com Mazor Robotics Ltd.PO Box 3104, 5 Shacham St. North Industrial Park, Caesarea 3079567, Israel Tel: +972 4 618-7100Fax: +972 4 618-7111 info@mazorrobotics.com

Mazor Robotics Shareholders Approve Merger Agreement with Medtronic

CAESAREA, Israel – November 19, 2018 – Mazor Robotics Ltd. (TASE: MZOR; NASDAQGM: MZOR), a pioneer and a leader in the field of robotic guidance systems, today announced that at a Special General Meeting of Shareholders held earlier today, Mazor Robotics shareholders approved the previously announced definitive merger agreement with wholly-owned subsidiaries of Medtronic plc (NYSE: MDT).

Approximately 53 percent of Mazor Robotics ordinary shares were represented in the meeting. Approximately 95 percent of the shares represented in the meeting which are neither held by a Medtronic affiliated party nor by a controlling shareholder of the Company or a shareholder with a personal interest in the merger proposal, were cast in favor of the merger.

Upon completion of the transaction, Mazor Robotics shareholders will receive $58.50 per American Depository Share, or $29.25 per ordinary share, in cash, for a total of approximately $1.64 billion. The transaction remains subject to certain closing conditions and is expected to close during Medtronic's third fiscal quarter ending January 25, 2019.

About Mazor

Mazor Robotics (TASE: MZOR; NASDAQGM: MZOR) believes in healing through innovation by developing and introducing revolutionary technologies and products aimed at redefining the gold standard of quality care. Mazor Robotics Guidance System enables surgeons to conduct spine and brain procedures in an accurate and secure manner. For more information, please visit www.MazorRobotics.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Any statements in this release about future expectations, plans or prospects for the Company, including without limitation, statements regarding the acquisition of Mazor, including the expected timing of the closing of the transaction, and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions are forward-looking statements. These statements are only predictions based on Mazor's current expectations and projections about future events. There are important factors that could cause Mazor's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include, but are not limited to, the impact of general economic conditions, competitive products, product demand and market acceptance risks, reliance on key strategic alliances, fluctuations in operating results, and other factors indicated in Mazor's filings with the Securities and Exchange Commission (SEC) including those discussed under the heading "Risk Factors" in Mazor’s annual report on Form 20-F filed with the SEC on April 30, 2018 and in subsequent filings with the SEC. For more details, refer to Mazor's SEC filings. Mazor undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law.

U.S. Contacts: EVC Group

Michael Polyviou/Doug Sherk- Investors

mpolyviou@evcgroup.com; dsherk@evcgroup.com

732.933.2754; 415-652-9100