Microbot Medical (NASDAQ: MBOT) gets $8.6M from option exercises

Rhea-AI Filing Summary

Microbot Medical Inc. reported that from August 26 to August 27, 2025 it issued 4,055,870 new shares of common stock through the exercise of previously issued preferred investment options. Holders exercised 300,000 Series H options at $2.10 per share and 3,755,870 Series I options at $2.13 per share, providing the company with approximately $8.6 million in gross cash proceeds before fees and expenses. As of August 27, 2025, Microbot Medical had about 52,569,762 common shares outstanding. The company relied on a private offering exemption under Section 4(a)(2), while the shares underlying both the Series H and Series I options had already been registered for resale on prior Form S-3 registration statements.

Insights

Capital structure and financing analyst

Microbot Medical raised about $8.6M in cash from option exercises, modestly increasing its share count.

Microbot Medical Inc. issued 4,055,870 common shares when holders exercised 300,000 Series H options at $2.10 and 3,755,870 Series I options at $2.13 per share. This brought in approximately $8.6 million in gross proceeds, adding cash to the balance sheet without a separate public offering.

The issuance increased the number of shares outstanding to approximately 52,569,762 common shares as of August 27, 2025, meaning existing shareholders now share ownership across a larger base. Because the underlying shares were already registered for resale on earlier Form S-3 registrations, holders have a mechanism to sell, but actual market impact depends on their trading decisions.

Overall, the event combines a capital inflow with dilution of equity. The net effect on investors hinges on how the new cash is used and on future disclosures in periodic reports that will show the balance sheet and share count over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

MICROBOT MEDICAL INC.

(Exact name of registrant as specified in its charter)

Delaware		000-19871		94-3078125
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

175 Derby St., Bld. 27

Hingham, MA 02043

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 875-3605

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		MBOT		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

From August 26, 2025 through August 27, 2025, Microbot Medical Inc. (the “Company”) issued an aggregate of 4,055,870 shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), upon the exercise of (a) 300,000 outstanding Series H preferred investment options (the “Series H Options”), by the holders of the Series H Options and (b) 3,755,870 outstanding Series I preferred investment options (the “Series I Options”), by the holders of the Series I Options. The exercise prices per share of the Series H Options were $2.10 and Series I Options were $2.13, generating aggregate gross proceeds to the Company, before deducting placement agent fees and expenses, of approximately $8.6 million. As of August 27, 2025, the Company had issued and outstanding approximately 52,569,762 shares of Common Stock.

The Shares were issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

Each of the Shares underlying the Series H Options were registered by the Company for resale on a Registration Statement on Form S-3 (Registration No.: 333-284688) on behalf of the holders of the Series H Options. Each of the Shares underlying the Series I Options were registered for resale by the Company on a Registration Statement on Form S-3 (Registration No.: 333-285690) on behalf of the holders of the Series I Options.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	MICROBOT MEDICAL INC.
	By:	/s/ Harel Gadot
	Name:	Harel Gadot
	Title:	Chief Executive Officer, President and Chairman

Date: August 27, 2025

FAQ

What did Microbot Medical (MBOT) disclose in this 8-K filing?

Microbot Medical disclosed that from August 26 to August 27, 2025, it issued 4,055,870 shares of common stock upon the exercise of existing preferred investment options, resulting in new cash proceeds to the company.

How many shares did Microbot Medical issue and from which option series?

The company issued a total of 4,055,870 common shares, consisting of 300,000 shares from the exercise of Series H preferred investment options and 3,755,870 shares from the exercise of Series I preferred investment options.

How much cash did Microbot Medical receive from these option exercises?

Microbot Medical received approximately $8.6 million in aggregate gross proceeds from the exercises, before deducting placement agent fees and expenses. The exercise prices were $2.10 per share for the Series H options and $2.13 per share for the Series I options.

How many Microbot Medical shares are outstanding after the transactions?

After these issuances, Microbot Medical had approximately 52,569,762 shares of common stock issued and outstanding as of August 27, 2025.

Were the newly issued Microbot Medical shares registered or unregistered?

The new shares were issued in an unregistered transaction relying on the Section 4(a)(2) exemption as transactions by an issuer not involving any public offering. However, the shares underlying the Series H options were already registered for resale on Form S-3 Registration No. 333-284688, and the shares underlying the Series I options were registered for resale on Form S-3 Registration No. 333-285690.

What securities does Microbot Medical list on the NASDAQ Capital Market?

Microbot Medical lists its common stock, $0.01 par value, under the trading symbol MBOT on the NASDAQ Capital Market.