Microbot Medical raises $896K via option exercises

Microbot Medical Inc. reported several recent equity transactions involving preferred investment options and common stock.

Rhea-AI Filing Summary

Microbot Medical Inc. reported several recent equity transactions involving preferred investment options and common stock. On September 29, 2025, a holder exercised 600,000 series H preferred investment options for 600,000 shares of common stock at an exercise price of $2.10 per share and, under a prior inducement letter, received 600,000 new series J preferred investment options. The company also issued 30,000 preferred investment options to H.C. Wainwright & Co., LLC under an existing engagement letter, all in unregistered transactions relying on Section 4(a)(2) of the Securities Act.

Separately, on September 23, 2025, Microbot issued 374,167 shares of common stock upon exercise of an equal number of preferred investment options at exercise prices between $1.875 and $2.6625, generating approximately $896,000 in gross proceeds before fees. The resale of shares issuable from the previously issued series H options is covered by an effective registration statement, while the new options and their underlying shares remain unregistered and subject to resale restrictions.

Insights

Equity capital markets analyst

Microbot adds cash from option exercises while issuing new unregistered options.

Microbot Medical raised approximately $896,000 in gross proceeds when 374,167 preferred investment options were exercised for an equal number of common shares at exercise prices between $1.875 and $2.6625. This represents a modest capital inflow achieved without a public offering, using previously issued investment options.

On September 29, 2025, a holder exercised 600,000 series H preferred investment options at $2.10 per share and received 600,000 new series J preferred investment options under an inducement agreement. The filing also notes 1,324,488 additional series H options subject to that agreement are expected to be exercised by October 15, 2025, and 30,000 preferred investment options were issued to H.C. Wainwright & Co., LLC. These transactions expand the pool of derivative securities that could convert into common stock over time.

The company states that the new series J and Wainwright preferred investment options, and their underlying shares, are unregistered and were issued under Section 4(a)(2) as private offerings. By contrast, shares issuable upon exercise of the existing series H options are covered by an effective registration statement, which may facilitate resales once holders choose to exercise. Future filings describing any additional exercises of the remaining series H options would clarify the ultimate cash raised and share issuance.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

Microbot Medical disclosed the exercise of 600,000 series H preferred investment options into 600,000 common shares at $2.10 per share with the issuance of 600,000 new series J preferred investment options, the planned exercise of 1,324,488 additional series H options, the issuance of 30,000 preferred investment options to H.C. Wainwright & Co., LLC, and the earlier exercise of 374,167 preferred investment options into 374,167 shares of common stock.

How much cash did Microbot Medical (MBOT) raise from recent option exercises?

On September 23, 2025, Microbot Medical raised approximately $896,000 in gross proceeds, before placement agent fees and expenses, from the exercise of 374,167 preferred investment options into 374,167 shares of common stock at exercise prices between $1.875 and $2.6625 per share.

What are the key terms of the 600,000 series H preferred investment options exercise by Microbot Medical (MBOT)?

On September 29, 2025, a holder exercised 600,000 series H preferred investment options for 600,000 shares of Microbot Medical common stock at an exercise price of $2.10 per share and, under a prior inducement letter agreement, received 600,000 new series J preferred investment options in connection with that exercise.

Are the new Microbot Medical (MBOT) preferred investment options and underlying shares registered?

The filing states that the new series J preferred investment options, the Wainwright preferred investment options, and the shares underlying both were issued under the exemption in Section 4(a)(2) of the Securities Act and have not been registered, so they may not be offered or sold in the United States without registration or an applicable exemption.

Which Microbot Medical (MBOT) shares related to these transactions are covered by a registration statement?

The resale of shares of common stock issuable upon exercise of the existing series H preferred investment options is registered under a post-effective amendment on Form S-3 to a registration statement on Form S-1 (File No. 333-284688), which was declared effective on April 2, 2025.

What role did H.C. Wainwright & Co. play in the Microbot Medical (MBOT) transactions?

Under a May 29, 2024 engagement letter, as amended, Microbot Medical issued 30,000 preferred investment options, referred to as Wainwright PIOs, to H.C. Wainwright & Co., LLC in a private, unregistered transaction relying on Section 4(a)(2) of the Securities Act.

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Accepted by SEC EDGAR 10/03/2025 - 04:30 PM Learn about SEC filing dates

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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): September 29, 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 September 29, 2025, the holder (the “Holder”) of 600,000 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 600,000 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 600,000 new series J preferred investment options pursuant to the terms of the Letter Agreement (the “New PIOs”). The remaining 1,324,488 series H preferred investment options subject to the Letter Agreement are expected to be exercised in one or more additional closings on or before October 15, 2025.

The Company issued the New PIOs, and 30,000 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.

On September 23, 2025, the Company issued 374,167 shares of Common Stock upon the exercise of a like number of preferred investment options (the “PA Options”) by the holder of such PA Options. The exercise prices per share of the PA Options was between $1.875 and $2.6625, generating gross proceeds to the Company, before deducting placement agent fees and expenses, of approximately $896,000. The shares issued upon exercise of the PA Options were issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, as transactions by an issuer not involving any public offering.

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)
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 3, 2025