Microbot Medical (NASDAQ: MBOT) completes third closing of PIO inducement

Rhea-AI Filing Summary

Microbot Medical Inc. reports that on October 6, 2025, a holder exercised 1,324,488 existing series H preferred investment options for 1,324,488 shares of common stock at an exercise price of $2.10 per share. Under a previously disclosed inducement letter agreement, the holder also received 1,324,488 new series J preferred investment options.

This transaction represents the third and final closing under that inducement arrangement, which was required to occur on or before October 15, 2025. Microbot also issued 66,224 preferred investment options to H.C. Wainwright & Co., LLC under a May 29, 2024 engagement letter, as amended.

The new preferred investment options and the Wainwright preferred investment options, and the shares underlying them, were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act and may be resold only pursuant to registration or an applicable exemption. Shares issuable upon exercise of the existing options are already registered under a post-effective amendment to a Form S-1 registration statement. The company also noted it issued a press release on October 7, 2025 announcing this third closing.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 6, 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 1.01 Entry into a Material Definitive Agreement.

The information contained below with respect to the New PIOs and the Wainwright PIOs in Item 3.02 is hereby incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

On October 6, 2025, the holder (the “Holder”) of 1,324,488 series H preferred investment options (the “Existing POIs”) of Microbot Medical Inc., a Delaware corporation (the “Company”), pursuant to that previously-disclosed inducement agreement with the Company dated September 14, 2025 (the “Letter Agreement”), exercised the Existing PIOs for 1,324,488 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an exercise price of $2.10 per share, and the Holder received 1,324,488 new series J preferred investment options pursuant to the terms of the Letter Agreement (the “New PIOs”). This is the third and last exercise of the remaining preferred investment options subject to the Letter Agreement to be exercised in one or more closings on or before October 15, 2025 (the “Third Closing”).

The Company issued the New PIOs, and 66,224 preferred investment options (the “Wainwright PIOs”) to H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to the Company’s May 29, 2024 engagement letter with Wainwright, as amended, pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) thereof. Neither the issuance of the New PIOs, Wainwright PIOs nor the share underlying the New PIOs and Wainwright PIOs have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the New PIOs and Wainwright PIOs under Item 1.01 of the Company’s Form 8-K filed with the Securities and Exchange Commission on September 16, 2025 is incorporated by reference herein.

The resale of the shares of the Common Stock issuable upon exercise of the Existing PIOs are registered pursuant to the post-effective amendment on Form S-3 to registration statement on Form S-1 (File No. 333-284688) declared effective by the SEC on April 2, 2025.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

Item 8.01. Other Events.

On October 7, 2025, the Company issued a press release announcing the Third Closing. A copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Series J Preferred Investment Option(1)
4.2		Form of Wainwright PIO(1)
10.1		Form of Letter Agreement(1)
99.1		Press release dated October 7, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1) Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 16, 2025.

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: October 7, 2025

FAQ

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

Microbot Medical disclosed that a holder exercised 1,324,488 series H preferred investment options for 1,324,488 common shares at $2.10 per share. The holder also received 1,324,488 new series J preferred investment options, marking the third and final closing under a prior inducement letter agreement.

How many new preferred investment options did Microbot Medical issue in the third closing?

Microbot Medical issued 1,324,488 new series J preferred investment options to the exercising holder. In addition, it issued 66,224 preferred investment options, referred to as Wainwright PIOs, to H.C. Wainwright & Co., LLC under a May 29, 2024 engagement letter, as subsequently amended.

What is the significance of the "Third Closing" for Microbot Medical (MBOT)?

The Third Closing is described as the third and last exercise of preferred investment options covered by a September 14, 2025 inducement letter agreement. It completed all remaining option exercises that were permitted to occur in one or more closings on or before October 15, 2025.

At what exercise price were Microbot Medical’s existing preferred investment options exercised?

The existing series H preferred investment options were exercised at an exercise price of $2.10 per share. This exercise converted 1,324,488 preferred investment options into 1,324,488 shares of Microbot Medical’s common stock, each with a par value of $0.01 per share.

Were the new Microbot Medical PIOs and Wainwright PIOs registered under the Securities Act?

The new series J preferred investment options, the Wainwright PIOs, and their underlying shares were not registered under the Securities Act. They were issued relying on the Section 4(a)(2) exemption and may only be offered or sold pursuant to registration or another applicable exemption.

Are the shares underlying the existing Microbot Medical preferred investment options already registered?

Yes. The resale of shares of common stock issuable upon exercise of the existing preferred investment options is registered. These shares are covered by a post-effective amendment on Form S-3 to a registration statement on Form S-1, identified as File No. 333-284688.

Did Microbot Medical issue a press release about the third closing of its PIO agreement?

Microbot Medical stated that it issued a press release on October 7, 2025 announcing the Third Closing. A copy of this press release is included as Exhibit 99.1 to the report, providing additional narrative about the completed transaction.