[8-K] Microbot Medical, Inc. Reports Material Event

Rhea-AI Filing Summary

Item 3.02 – Unregistered sales: Between 29 Jul and 1 Aug 2025 Microbot Medical (NASDAQ: MBOT) issued 4,344,286 common shares upon exercise of outstanding Series G preferred investment options at an exercise price of $1.75, generating gross proceeds of approximately $7.6 million before placement-agent fees.

The shares were issued under the Section 4(a)(2) private-offering exemption and were already registered for resale on Form S-3 (No. 333-284688). The transaction boosts liquidity but increases the outstanding share count and public float.

Item 7.01 / 8.01 – Israel Innovation Authority grant: On 5 Aug 2025 the company announced approval of a non-dilutive grant from the Israel Innovation Authority totaling NIS 2.15 million to enhance operational capabilities; terms mirror previous IIA grants.

No additional financial statements, earnings data or forward guidance were provided in this Form 8-K.

Positive

• $7.6 million gross cash inflow from option exercises enhances liquidity without undertaking a discounted secondary offering.
• NIS 2.15 million non-dilutive grant from the Israel Innovation Authority supports operational activities.

Negative

• 4.34 million new shares materially increase outstanding share count, diluting existing shareholders.

Insights

Small-Cap Healthcare Analyst

TL;DR Mixed: cash inflow strengthens runway, but 4.3 M new shares dilute holders.

The $7.6 M gross proceeds meaningfully reinforce Microbot’s balance sheet, important for a pre-revenue medical-device developer with recurring funding needs. Because the options were already outstanding, exercise avoided discounting a new offering and signals holders’ willingness to convert. However, the issuance represents a sizeable increase in shares outstanding, potentially pressuring per-share metrics. The NIS 2.15 M (~US$ value not disclosed) IIA grant is strategically positive and non-dilutive, yet modest in scale. Overall impact is neutral—liquidity improves, but dilution tempers upside.

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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): July 31, 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 July 29, 2025 through August 1, 2025, Microbot Medical Inc. (the “Company”) issued an aggregate of 4,344,286 shares of its common stock, par value $0.01 per share (the “Shares”), upon the exercise of outstanding Series G preferred investment options (the “Series G Options”), by the holders of the Series G Options. The exercise price per share of the Series G Options was $1.75, generating gross proceeds to the Company, before deducting placement agent fees and expenses, of approximately $7.6 million.

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 G 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 G Options.

Item 7.01 Regulation FD Disclosure.

On August 5, 2025, the Company issued a press release announcing that it has been approved to receive a non-dilutive grant from the Israel Innovation Authority (“IIA”) in the amount of NIS 2.15 Million, to enhance the Company’s operational capabilities.

The press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in this Item 7.01 or Exhibit 99.1.

Item 8.01 Other Events.

The Company has been approved to receive a non-dilutive grant from the IIA, in the amount of NIS 2.15 Million, to enhance the Company’s operational capabilities. The terms of the grant are similar to the terms of previous grants by the IIA to the Company.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release
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 5, 2025

FAQ

How many shares did Microbot Medical (MBOT) issue and at what price?

The company issued 4,344,286 common shares upon exercise of Series G options at $1.75 per share.

How much cash did Microbot Medical raise from the option exercises?

The exercises generated approximately $7.6 million in gross proceeds before fees.

What exemption was used for the share issuance?

Shares were issued under the Section 4(a)(2) private-offering exemption of the Securities Act.

Were the shares previously registered for resale?

Yes. They were covered by Registration Statement Form S-3 No. 333-284688.

What is the value of the Israel Innovation Authority grant?

The company was approved for a NIS 2.15 million non-dilutive grant.

Does the IIA grant dilute shareholders?

No. The grant is non-dilutive and does not involve issuing additional equity.